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,” “our” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Through an expansive care network that includes USPI Holding Company, Inc. (“USPI”), at March 31, 2021 we operated 65 hospitals and over 540 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, urgent care and imaging centers, and other care sites and clinics. We also operate Conifer Health Solutions, LLC through our Conifer Holdings, Inc. (“Conifer”) subsidiary, which provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients. This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2020 (“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). 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 (“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-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: the impact of the COVID-19 pandemic on our operations, business, financial condition and cash flows; 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; trends in patient accounts receivable collectability and associated implicit price concessions; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; 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; acquisitions and dispositions of facilities and other assets; 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 (losses) from early extinguishment of debt; and changes in occupancy levels and patient volumes. Factors that affect service mix, revenue mix, patient volumes and, thereby, the results of operations at our hospitals and related healthcare facilities include, but are not limited to: changes in federal, state and local healthcare and business regulations, including mandated closures and other operating restrictions; 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; disease hotspots and seasonal cycles of illness; climate and weather conditions; physician recruitment, satisfaction, retention and attrition; advances in technology and treatments that reduce length of stay; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; hospital performance data on quality measures and patient satisfaction, as well as standard charges for services; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; and changing consumer behavior, including with respect to the timing of elective procedures. These considerations apply to year-to-year comparisons as well. Certain prior-year amounts have been reclassified to conform to the current year presentation. In the accompanying Condensed Consolidated Balance Sheets, income tax receivable has been reclassified to other current assets, as it is no longer significant enough to present separately. COVID-19 Pandemic During 2020, federal, state and local authorities undertook several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government during 2020 included the Coronavirus Aid, Relief, and Economic Security Act, the Paycheck Protection Program and Health Care Enhancement Act, the Continuing Appropriations Act, 2021 and Other Extensions Act, and the Consolidated Appropriations Act, 2021 (collectively, the “COVID Acts”). Through the COVID Acts, the federal government authorized funding to be distributed through the Public Health and Social Services Emergency Fund (“Provider Relief Fund” or “PRF”). Additionally, the COVID Acts revised the Medicare accelerated payment program in an attempt to disburse payments to hospitals and other care providers more quickly and permitted employers to defer payment of the 6.2% employer Social Security tax beginning March 27, 2020 through December 31, 2020. Our participation in these programs and related accounting policies are summarized below. Grant Income . During the three months ended March 31, 2021, we received cash payments of $59 million from the Provider Relief Fund and state and local grant programs, including $28 million received by our unconsolidated affiliates. We recognize grant payments as income when there is reasonable assurance that we have complied with the conditions associated with the grant. Our estimates could change materially in the future based on our operating performance or COVID-19 activities, as well as the government’s grant compliance guidance. Grant income recognized by our Hospital Operations and other (“Hospital Operations”) and Ambulatory Care segments is presented in grant income and grant income recognized through our unconsolidated affiliates is presented in equity in earnings of unconsolida ted affiliates in our statement of operations. During the three months ended March 31, 2021, we recognized grant income of $24 million in our Hospital Operations segment and $7 million in our Ambulatory Care segment. We recognized an additional $6 million of Provider Relief Fund income during this period, which was classified as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2021. Disbursements from the Provider Relief Fund and other state and local programs began in the second quarter of 2020; therefore, no grant payments were received or grant income recognized during the three months ended March 31, 2020. At both March 31, 2021 and December 31, 2020, we had deferred grant payments remaining of $18 million, which amounts were recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheets for those periods. Medicare Accelerated Payment Program . In certain circumstances, when a hospital is experiencing financial difficulty due to delays in receiving payment for the Medicare services it provided, it may be eligible for an accelerated or advance payment pursuant to the Medicare accelerated payment program. The COVID Acts revised the Medicare accelerated payment program in an attempt to disburse payments to healthcare providers more quickly. Recipients may retain the accelerated payments for one year from the date of receipt before recoupment commences, which will be effectuated by a 25% offset of claims payments for 11 months, followed by a 50% offset for the succeeding six months. At the end of the 29-month period, interest on the unpaid balance will be assessed at 4.00% per annum. The initial 11-month recoupment period began in April 2021. Our Hospital Operations and Ambulatory Care segments both received advance payments from the Medicare accelerated payment program during 2020. No additional advances were received in the three months ended March 31, 2021. Advances totaling $857 million and $603 million were included in contract liabilities and $639 million and $902 million were included in contract liabilities – long term in the accompanying Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020, respectively. Deferral of Employer Payroll Tax Match Payments. Social Security taxes deferred under the COVID Acts are required to be paid in equal amounts over two years, with payments due in December 2021 and December 2022. We had deferred Social Security tax payments totaling $130 million included in accrued compensation and benefits and $130 million included in other long‑term liabilities in the accompanying Condensed Consolidated Balance Sheets at both March 31, 2021 and December 31, 2020. 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 $2.141 billion and $2.446 billion at March 31, 2021 and December 31, 2020, respectively. At March 31, 2021 and December 31, 2020, our book overdrafts were $171 million and $154 million, respectively, which were classified as accounts payable. At March 31, 2021 and December 31, 2020, $172 million and $166 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. Also at March 31, 2021 and December 31, 2020, we had $42 million and $93 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $36 million and $85 million, respectively, were included in accounts payable. During the three month s ended March 31, 2021 and 2020, we recorded right-of-use assets related to non‑cancellable finance leases of $11 million a nd $15 million , respectively, and related to non-cancellable operating leases of $46 million and $54 million , respectively. Other Intangible Assets The following tables provide information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020: Gross Accumulated Net Book At March 31, 2021: Capitalized software costs $ 1,836 $ (1,125) $ 711 Trade names 102 — 102 Contracts 872 (116) 756 Other 111 (90) 21 Total $ 2,921 $ (1,331) $ 1,590 Gross Accumulated Net Book At December 31, 2020: Capitalized software costs $ 1,800 $ (1,084) $ 716 Trade names 102 — 102 Contracts 872 (111) 761 Other 110 (89) 21 Total $ 2,884 $ (1,284) $ 1,600 Estimated future amortization of intangibles with finite useful lives at March 31, 2021 is as follows: Nine Months Years Ending Later Years December 31, Total 2021 2022 2023 2024 2025 Amortization of intangible assets $ 907 $ 128 $ 125 $ 112 $ 102 $ 87 $ 353 We recognized amortization expense of $47 million and $41 million in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020, respectively. Investments in Unconsolidated Affiliates We control 291 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 (108 of 399 at March 31, 2021), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations. In the three months ended March 31, 2021, equity in earnings of unconsolidated affiliates included $6 million from PRF grants recognized by our Ambulatory Care segment’s unconsolidated affiliates. Summarized financial information for these equity method investees is 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 2021 2020 Net operating revenues $ 634 $ 566 Net income $ 165 $ 109 Net income available to the investees $ 102 $ 69 |