Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 22, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-7293 | |
Entity Registrant Name | TENET HEALTHCARE CORP | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 95-2557091 | |
Entity Address, Address Line One | 14201 Dallas Parkway | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 469 | |
Local Phone Number | 893-2200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 107,125,882 | |
Entity Central Index Key | 0000070318 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common stock, | New York Stock Exchange | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, | |
Trading Symbol | THC | |
Security Exchange Name | NYSE | |
6.875% Senior Notes due 2031 | New York Stock Exchange | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.875% Senior Notes due 2031 | |
Trading Symbol | THC31 | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,292 | $ 2,446 |
Accounts receivable | 2,742 | 2,690 |
Inventories of supplies, at cost | 376 | 368 |
Assets held for sale | 0 | 140 |
Other current assets | 1,495 | 1,503 |
Total current assets | 6,905 | 7,147 |
Investments and other assets | 2,564 | 2,534 |
Deferred income taxes | 140 | 325 |
Property and equipment, at cost, less accumulated depreciation and amortization ($5,872 at September 30, 2021 and $6,043 at December 31, 2020) | 6,162 | 6,692 |
Goodwill | 8,662 | 8,808 |
Other intangible assets, at cost, less accumulated amortization ($1,326 at September 30, 2021 and $1,284 at December 31, 2020) | 1,480 | 1,600 |
Total assets | 25,913 | 27,106 |
Current liabilities: | ||
Current portion of long-term debt | 125 | 145 |
Accounts payable | 1,100 | 1,207 |
Accrued compensation and benefits | 1,071 | 942 |
Professional and general liability reserves | 268 | 243 |
Accrued interest payable | 262 | 248 |
Liabilities held for sale | 0 | 70 |
Contract liabilities | 1,218 | 659 |
Other current liabilities | 1,335 | 1,333 |
Total current liabilities | 5,379 | 4,847 |
Long-term debt, net of current portion | 14,009 | 15,574 |
Professional and general liability reserves | 762 | 735 |
Defined benefit plan obligations | 444 | 497 |
Deferred income taxes | 29 | 29 |
Contract liabilities – long-term | 15 | 918 |
Other long-term liabilities | 1,592 | 1,617 |
Total liabilities | 22,230 | 24,217 |
Commitments and contingencies | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 2,048 | 1,952 |
Shareholders’ equity: | ||
Common stock, $0.05 par value; authorized 262,500,000 shares; 155,402,362 shares issued at September 30, 2021 and 154,407,524 shares issued at December 31, 2020 | 8 | 7 |
Additional paid-in capital | 4,862 | 4,844 |
Accumulated other comprehensive loss | (274) | (281) |
Accumulated deficit | (1,463) | (2,128) |
Common stock in treasury, at cost, 48,333,196 shares at September 30, 2021 and 48,337,947 shares at December 31, 2020 | (2,411) | (2,414) |
Total shareholders’ equity | 722 | 28 |
Noncontrolling interests | 913 | 909 |
Total equity | 1,635 | 937 |
Total liabilities and equity | $ 25,913 | $ 27,106 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation and amortization | $ 5,872 | $ 6,043 |
Other intangible assets, accumulated amortization | $ 1,326 | $ 1,284 |
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) | 155,402,362 | 154,407,524 |
Common stock in treasury (in shares) | 48,333,196 | 48,337,947 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net operating revenues | $ 4,894 | $ 4,557 | $ 14,629 | $ 12,725 |
Grant income | 3 | (66) | 53 | 445 |
Equity in earnings of unconsolidated affiliates | 45 | 44 | 141 | 103 |
Operating expenses: | ||||
Salaries, wages and benefits | 2,209 | 2,142 | 6,690 | 6,193 |
Supplies | 827 | 784 | 2,490 | 2,158 |
Other operating expenses, net | 1,051 | 1,058 | 3,177 | 3,054 |
Depreciation and amortization | 209 | 215 | 654 | 624 |
Impairment and restructuring charges, and acquisition-related costs | 15 | 57 | 55 | 166 |
Litigation and investigation costs | 29 | 9 | 64 | 13 |
Net gains on sales, consolidation and deconsolidation of facilities | (412) | (1) | (427) | (4) |
Operating income | 1,014 | 271 | 2,120 | 1,069 |
Interest expense | (227) | (263) | (702) | (761) |
Other non-operating income, net | 7 | 0 | 16 | 3 |
Loss from early extinguishment of debt | (20) | (312) | (74) | (316) |
Income (loss) from continuing operations, before income taxes | 774 | (304) | 1,360 | (5) |
Income tax benefit (expense) | (197) | 197 | (303) | 227 |
Income (loss) from continuing operations, before discontinued operations | 577 | (107) | 1,057 | 222 |
Discontinued operations: | ||||
Income from operations | 1 | 1 | 0 | 0 |
Income from discontinued operations | 1 | 1 | 0 | 0 |
Net income (loss) | 578 | (106) | 1,057 | 222 |
Less: Net income available to noncontrolling interests | 129 | 90 | 392 | 237 |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | 449 | (196) | 665 | (15) |
Amounts available (attributable) to Tenet Healthcare Corporation common shareholders | ||||
Income (loss) from continuing operations, net of tax | 448 | (197) | 665 | (15) |
Income from discontinued operations, net of tax | 1 | 1 | 0 | 0 |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ 449 | $ (196) | $ 665 | $ (15) |
Basic | ||||
Continuing operations (in dollars per share) | $ 4.18 | $ (1.87) | $ 6.23 | $ (0.14) |
Discontinued operations (in dollars per share) | 0.01 | 0.01 | 0 | 0 |
Total earnings (loss) per share, basic (in dollars per share) | 4.19 | (1.86) | 6.23 | (0.14) |
Diluted | ||||
Continuing operations (in dollars per share) | 4.12 | (1.87) | 6.13 | (0.14) |
Discontinued operations (in dollars per share) | 0.01 | 0.01 | 0 | 0 |
Total earnings (loss) per share, diluted (in dollars per share) | $ 4.13 | $ (1.86) | $ 6.13 | $ (0.14) |
Weighted average shares and dilutive securities outstanding (in thousands): | ||||
Basic (in shares) | 107,050 | 105,263 | 106,727 | 104,803 |
Diluted (in shares) | 108,761 | 105,263 | 108,465 | 104,803 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 578 | $ (106) | $ 1,057 | $ 222 |
Other comprehensive income: | ||||
Amortization of net actuarial loss included in other non-operating income, net | 2 | 2 | 8 | 6 |
Unrealized gains on debt securities held as available-for-sale | 0 | 0 | 0 | 1 |
Foreign currency translation adjustments | 1 | 0 | 1 | 0 |
Other comprehensive income before income taxes | 3 | 2 | 9 | 7 |
Income tax benefit (expense) related to items of other comprehensive income | 0 | 2 | (2) | (1) |
Total other comprehensive income, net of tax | 3 | 4 | 7 | 6 |
Comprehensive net income (loss) | 581 | (102) | 1,064 | 228 |
Less: Comprehensive income available to noncontrolling interests | 129 | 90 | 392 | 237 |
Comprehensive income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ 452 | $ (192) | $ 672 | $ (9) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net income | $ 1,057 | $ 222 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 654 | 624 |
Deferred income tax expense (benefit) | 183 | (246) |
Stock-based compensation expense | 43 | 38 |
Impairment and restructuring charges, and acquisition-related costs | 55 | 166 |
Litigation and investigation costs | 64 | 13 |
Net gains on sales, consolidation and deconsolidation of facilities | (427) | (4) |
Loss from early extinguishment of debt | 74 | 316 |
Equity in earnings of unconsolidated affiliates, net of distributions received | 10 | (11) |
Amortization of debt discount and debt issuance costs | 25 | 30 |
Other items, net | (23) | (4) |
Changes in cash from operating assets and liabilities: | ||
Accounts receivable | (202) | 280 |
Inventories and other current assets | (111) | 30 |
Income taxes | 67 | 9 |
Accounts payable, accrued expenses, contract liabilities and other current liabilities | (149) | 1,546 |
Other long-term liabilities | 8 | 205 |
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (116) | (252) |
Net cash used in operating activities from discontinued operations, excluding income taxes | (1) | (1) |
Net cash provided by operating activities | 1,211 | 2,961 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (354) | (374) |
Purchases of businesses or joint venture interests, net of cash acquired | (64) | (61) |
Proceeds from sales of facilities and other assets | 1,235 | 13 |
Proceeds from sales of marketable securities, long-term investments and other assets | 18 | 44 |
Purchases of marketable securities and equity investments | (23) | (41) |
Other items, net | (10) | 13 |
Net cash provided by (used in) investing activities | 802 | (406) |
Cash flows from financing activities: | ||
Repayments of borrowings under credit facility | 0 | (740) |
Proceeds from borrowings under credit facility | 0 | 740 |
Repayments of other borrowings | (3,183) | (3,244) |
Proceeds from other borrowings | 1,413 | 3,815 |
Debt issuance costs | (15) | (48) |
Distributions paid to noncontrolling interests | (316) | (184) |
Proceeds from sale of noncontrolling interests | 14 | 7 |
Purchases of noncontrolling interests | (19) | (34) |
Proceeds from shares issued under stock-based compensation plans, net of taxes paid related to net share settlement | 11 | 13 |
Medicare advances and grants received by unconsolidated affiliates, net of recoupment | (8) | 150 |
Other items, net | (64) | 8 |
Net cash provided by (used in) financing activities | (2,167) | 483 |
Net increase (decrease) in cash and cash equivalents | (154) | 3,038 |
Cash and cash equivalents at beginning of period | 2,446 | 262 |
Cash and cash equivalents at end of period | 2,292 | 3,300 |
Supplemental disclosures: | ||
Interest paid, net of capitalized interest | (664) | (757) |
Income tax payments, net | $ (54) | $ (10) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
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,” “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 September 30, 2021 we operated 60 hospitals and approximately 460 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, 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 and nine‑month periods ended September 30, 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; the impact of the demand for, and availability of, qualified medical personnel on compensation costs; 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. In the accompanying Condensed Consolidated Statements of Cash Flows, long‑term assets has been combined with other items, net, as it is no longer significant enough to present separately, but it remains located within cash flows from investing activities. 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”). With 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”). In June 2021, the U.S. Department of Health and Human Services (“HHS”) established new deadlines for when recipients of PRF grants must use the funding received, generally 12 to 18 months after receipt of the grant funds. HHS will recoup PRF grant funds not utilized by the established deadlines. The COVID Acts also 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 the related accounting policies are summarized below. Grant Income . During the three and nine months ended September 30, 2021, we received cash payments of $2 million and $65 million, respectively, from the Provider Relief Fund and state and local grant programs, including $27 million received by our unconsolidated affiliates during the nine‑month period. During the three and nine months ended September 30, 2020, we received cash payments of $178 million and $890 million, respectively, from the Provider Relief Fund and state and local grant programs, including $4 million and $42 million received by our unconsolidated affiliates during the three and nine‑month periods, respectively. 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 unconsolidated affiliates in our statement of operations. During the three and nine months ended September 30, 2021, we recognized grant income of $2 million and $30 million, respectively, in our Hospital Operations segment, and $1 million and $23 million, respectively, in our Ambulatory Care segment. We recognized an additional $1 million and $12 million of Provider Relief Fund income during these periods, which was classified as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021, respectively. During the three and nine months ended September 30, 2020, we recognized net grant income of $(57) million and $417 million, respectively, in our Hospital Operations segment, and $(9) million and $28 million, respectively, in our Ambulatory Care segment. Additionally, we recognized $(4) million and $8 million, respectively, of net grant income as equity in earnings of unconsolidated affiliates during the three and nine months ended September 30, 2020. We recognized a reduction of grant income in the three months ended September 30, 2020 to comply with revised grant guidelines HHS published in September 2020. At September 30, 2021 and December 31, 2020, we had deferred grant payments remaining of $3 million and $18 million, respectively, 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 is 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 nine months ended September 30, 2021. During the three and nine months ended September 30, 2021, $161 million and $302 million, respectively, of advances received by our Hospital Operations segment and $13 million and $24 million, respectively, of advances received by our Ambulatory Care segment were recouped through a reduction of our Medicare claims payments. In addition, $14 million and $26 million of advances received by unconsolidated affiliates for which we provide cash management services were recouped through a reduction of those affiliates’ Medicare claims payments during the same three and nine-month periods, respectively. In the accompanying Condensed Consolidated Balance Sheets, advances totaling $1.144 billion and $603 million were included in contract liabilities at September 30, 2021 and December 31, 2020, respectively, and advances totaling $902 million were included in contract liabilities – long term at December 31, 2020. 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 September 30, 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 $2.292 billion and $2.446 billion at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021 and December 31, 2020, our book overdrafts were $155 million and $154 million, respectively, which were classified as accounts payable. At September 30, 2021 and December 31, 2020, $169 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 September 30, 2021 and December 31, 2020, we had $51 million and $93 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $45 million and $85 million, respectively, were included in accounts payable. During the nine months ended September 30, 2021 and 2020, we recorded right‑of‑use assets related to non‑cancellable finance leases of $81 million and $75 million, respectively, and related to non‑cancellable operating leases of $121 million and $135 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 September 30, 2021 and December 31, 2020: Gross Carrying Accumulated Net Book Value At September 30, 2021: Capitalized software costs $ 1,732 $ (1,123) $ 609 Trade names 102 — 102 Contracts 870 (124) 746 Other 102 (79) 23 Total $ 2,806 $ (1,326) $ 1,480 Gross Carrying Accumulated Net Book Value 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 September 30, 2021 is as follows: Three Months Ending Years Ending Later Years December 31, Total 2021 2022 2023 2024 2025 Amortization of intangible assets $ 796 $ 53 $ 124 $ 110 $ 98 $ 83 $ 328 We recognized amortization expense of $139 million and $127 million in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021 and 2020, respectively. Investments in Unconsolidated Affiliates We control 232 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 (110 of 342 at September 30, 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. Equity in earnings of unconsolidated affiliates included $1 million and $12 million for the three and nine months ended September 30, 2021, respectively, from PRF grants recognized by our Ambulatory Care segment’s unconsolidated affiliates. During the three and nine months ended September 30, 2020, equity in earnings of unconsolidated affiliates included $(4) million and $8 million, respectively, from PRF grants recognized by these unconsolidated affiliates. During the three months ended September 30, 2020, we recognized a reduction of grant income reported in previous periods to comply with revised grant guidelines HHS published in September 2020. 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 Nine Months Ended 2021 2020 2021 2020 Net operating revenues $ 720 $ 697 $ 2,065 $ 1,731 Net income $ 178 $ 167 $ 540 $ 414 Net income available to the investees $ 108 $ 101 $ 325 $ 253 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Receivable Additional Disclosures [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The principal components of accounts receivable are shown in the table below: September 30, 2021 December 31, 2020 Continuing operations: Patient accounts receivable $ 2,558 $ 2,499 Estimated future recoveries 139 156 Net cost reports and settlements receivable and valuation allowances 44 34 2,741 2,689 Discontinued operations 1 1 Accounts receivable, net $ 2,742 $ 2,690 The following table summarizes the amount and classification of assets and liabilities in the accompanying Condensed Consolidated Balance Sheets related to California’s provider fee program at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Assets: Other current assets $ 257 $ 378 Investments and other assets $ 318 $ 206 Liabilities: Other current liabilities $ 93 $ 110 Other long-term liabilities $ 98 $ 56 The following table shows our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our uninsured and charity patients in the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Estimated costs for: Uninsured patients $ 181 $ 165 $ 507 $ 466 Charity care patients 25 30 74 113 Total $ 206 $ 195 $ 581 $ 579 |
CONTRACT BALANCES
CONTRACT BALANCES | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | CONTRACT BALANCES Hospital Operations Segment Amounts related to services provided to patients for which we have not billed and that do not meet the conditions of unconditional right to payment at the end of the reporting period are contract assets. For our Hospital Operations segment, our contract assets include services that we have provided to patients who are still receiving inpatient care in our facilities at the end of the reporting period. Our Hospital Operations segment’s contract assets were included in other current assets in the accompanying Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020. Approximately 91% of our Hospital Operations segment’s contract assets meet the conditions for unconditional right to payment and are reclassified to patient receivables within 90 days. 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. As discussed in Note 1, the COVID Acts revised the Medicare accelerated payment program in an attempt to disburse payments to hospitals more quickly. During the year ended December 31, 2020, our Hospital Operations segment received advance payments from the Medicare accelerated payment program following its expansion under the COVID Acts. These advance payments were recorded as contract liabilities in the accompanying Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020. No additional advances were received in the three and nine months ended September 30, 2021. The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment are as follows: Contract Liability – Contract Liability – Current Long-term Contract Assets Advances from Medicare Advances from Medicare December 31, 2020 $ 208 $ 510 $ 819 September 30, 2021 190 1,031 — Increase (decrease) $ (18) $ 521 $ (819) December 31, 2019 $ 170 $ — $ — September 30, 2020 171 1,270 — Increase $ 1 $ 1,270 $ — During the three and nine months ended September 30, 2021, $161 million and $302 million, respectively, of Medicare advance payments included in the opening contract liabilities balance for our Hospital Operations segment were recouped through a reduction of our Medicare claims payments. Ambulatory Care Segment During the year ended December 31, 2020, our Ambulatory Care segment also received advance payments from the expanded Medicare accelerated payment program. At September 30, 2021, contract liabilities in the accompanying Condensed Consolidated Balance Sheet included $78 million of Medicare advance payments received by our unconsolidated affiliates for whom we provide cash management services. At December 31, 2020, contract liabilities and contract liabilities – long‑term in the accompanying Condensed Consolidated Balance Sheet included $51 million and $62 million, respectively, of Medicare advance payments received by our unconsolidated affiliates for whom we provide cash management services. The opening and closing balances of contract liabilities for our Ambulatory Care segment are as follows: Contract Liability – Contract Liability – Current Long-term Advances from Medicare Advances from Medicare December 31, 2020 $ 93 $ 83 September 30, 2021 113 — Increase (decrease) $ 20 $ (83) December 31, 2019 $ — $ — September 30, 2020 172 — Increase $ 172 $ — During the three and nine months ended September 30, 2021, $13 million and $24 million, respectively, of Medicare advance payments included in the opening contract liabilities balance for our Ambulatory Care segment were recouped through a reduction of our Medicare claims payments. Additionally, $14 million and $26 million of Medicare advances received by our unconsolidated affiliates for whom we provide cash management services included in the opening contract liabilities balance were recouped during the three and nine months ended September 30, 2021, respectively. Conifer Segment Conifer enters into contracts with customers to provide revenue cycle management and other services, such as value‑based care, consulting and project services. The payment terms and conditions in our customer contracts vary. In some cases, customers are invoiced in advance and (for other than fixed‑price fee arrangements) a true‑up to the actual fee is included on a subsequent invoice. In other cases, payment is due in arrears. In addition, some contracts contain performance incentives, penalties and other forms of variable consideration. When the timing of Conifer’s delivery of services is different from the timing of payments made by the customers, Conifer recognizes either unbilled revenue (performance precedes contractual right to invoice the customer) or deferred revenue (customer payment precedes Conifer service performance). In the following table, customers that prepay prior to obtaining control/benefit of the service are represented by deferred contract revenue until the performance obligations are satisfied. Unbilled revenue represents arrangements in which Conifer has provided services to and the customer has obtained control/benefit of services prior to the contractual invoice date. Contracts with payment in arrears are recognized as receivables in the month the service is performed. The opening and closing balances of Conifer’s receivables, contract assets and contract liabilities are as follows: Contract Liability – Contract Liability – Contract Asset – Current Long-Term Receivables Unbilled Revenue Deferred Revenue Deferred Revenue December 31, 2020 $ 56 $ 20 $ 56 $ 16 September 30, 2021 34 14 74 15 Increase (decrease) $ (22) $ (6) $ 18 $ (1) December 31, 2019 $ 26 $ 11 $ 61 $ 18 September 30, 2020 29 13 58 17 Increase (decrease) $ 3 $ 2 $ (3) $ (1) The difference between the opening and closing balances of Conifer’s contract assets and contract liabilities are primarily related to prepayments for those customers who are billed in advance, changes in estimates related to metric‑based services, and up‑front integration services that are typically not distinct and are, therefore, recognized over the performance obligation period to which they relate. Our Conifer segment’s receivables and contract assets were reported as part of other current assets in our accompanying Condensed Consolidated Balance Sheets, and its current and long‑term contract liabilities were reported as part of contract liabilities and contract liabilities – long‑term, respectively, in our accompanying Condensed Consolidated Balance Sheets. In the nine months ended September 30, 2021 and 2020, Conifer recognized $56 million and $61 million, respectively, of revenue that was included in the opening current deferred revenue liability. This revenue consists primarily of prepayments for those customers who are billed in advance, changes in estimates related to metric‑based services, and up‑front integration services that are recognized over the services period. Contract Costs During the three months ended September 30, 2021 and 2020, we recognized amortization expense related to deferred contract setup costs of $1 million and $2 million, respectively. In the nine months ended September 30, 2021 and 2020, we recognized amortization expense related to deferred contract setup costs of $3 million and $4 million, respectively. At September 30, 2021 and December 31, 2020, the unamortized customer contract costs were $23 million and $24 million, respectively, and ar e presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets. Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, 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. Net operating revenues for our Conifer segment primarily consist of revenues from providing revenue cycle management services to health systems, as well as individual hospitals, physician practices, self‑insured organizations, health plans and other entities. The table below shows our sources of net operating revenues less implicit price concessions from continuing operations: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 616 $ 662 $ 2,001 $ 1,964 Medicaid 336 251 883 791 Managed care 2,567 2,374 7,592 6,519 Uninsured 33 50 140 112 Indemnity and other 159 171 527 491 Total 3,711 3,508 11,143 9,877 Other revenues (1) 319 295 929 848 Hospital Operations total prior to inter-segment eliminations 4,030 3,803 12,072 10,725 Ambulatory Care 666 565 1,976 1,423 Conifer 314 325 943 962 Inter-segment eliminations (116) (136) (362) (385) Net operating revenues $ 4,894 $ 4,557 $ 14,629 $ 12,725 (1) Primarily physician practices revenues. Adjustments for prior‑year cost reports and related valuation allowances, principally related to Medicare and Medicaid, increased revenues in the nine months ended September 30, 2021 and 2020 by $21 million and $3 million, respectively. Estimated cost report settlements and valuation allowances were included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from final determination of amounts earned under all the above arrangements with Medicare and Medicaid. The table below shows the composition of net operating revenues for our Ambulatory Care segment: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net patient service revenues $ 633 $ 532 $ 1,890 $ 1,345 Management fees 21 23 64 60 Revenue from other sources 12 10 22 18 Net operating revenues $ 666 $ 565 $ 1,976 $ 1,423 The table below shows the composition of net operating revenues for our Conifer segment: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue cycle services – Tenet $ 112 $ 132 $ 350 $ 375 Revenue cycle services – other customers 178 170 522 518 Other services – Tenet 4 4 12 10 Other services – other customers 20 19 59 59 Net operating revenues $ 314 $ 325 $ 943 $ 962 Other services represented approximately 8% and 7% of Conifer’s revenue for the nine months ended September 30, 2021 and 2020, respectively, and include value‑based care services, consulting services and other client‑defined projects. Performance Obligations The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume‑ or contingency‑based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Three Months Ending Years Ending Later Years December 31, Total 2021 2022 2023 2024 2025 Performance obligations $ 6,302 $ 151 $ 604 $ 603 $ 549 $ 549 $ 3,846 |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE We completed the sale of five Miami‑area hospitals and certain related operations held by our Hospital Operations segment in August 2021, resulting in our recognition of a pre‑tax gain on sale of $409 million in the three months ended September 30, 2021. In the three months ended June 30, 2021, we completed the sale of the majority of our urgent care centers operated under the MedPost and CareSpot brands by our Hospital Operations and Ambulatory Care segments. During the same three‑month period, we also completed the sale of a building we owned in the Philadelphia area that was held by our Hospital Operations segment. The assets and liabilities related to the urgent care centers and the building were classified as held for sale at December 31, 2020 in the accompanying Condensed Consolidated Balance Sheet. We recorded pre‑tax gains of $14 million and $2 million related to the sale of the urgent care centers and the sale of the building in Philadelphia, respectively, in the three months ended June 30, 2021. The table below provides information on significant components of our business that have been recently disposed of: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Significant disposals: Income from continuing operations, before income taxes Miami area $ 407 $ 6 $ 436 $ 21 Total $ 407 $ 6 $ 436 $ 21 |
IMPAIRMENT AND RESTRUCTURING CH
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring Costs and Asset Impairment Charges [Abstract] | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION ‑ RELATED COSTS 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 each 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, 2021, our continuing operations consisted of three reportable segments, Hospital Operations, Ambulatory Care and Conifer. Our segments are reporting units used to perform our goodwill impairment analysis. We periodically incur costs to implement restructuring efforts for specific operations, which are recorded in our statement 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, such as the establishment of offshore support operations at our Global Business Center (“GBC”) in the Philippines. Certain restructuring and acquisition‑related costs are based on estimates. Changes in estimates are recognized as they occur. During the nine months ended September 30, 2021, we recorded impairment and restructuring charges and acquisition‑related costs of $55 million, consisting of $48 million of restructuring charges, $1 million of impairment charges and $6 million of acquisition‑related costs. Restructuring charges consisted of $13 million of employee severance costs, $16 million related to the transition of various administrative functions to our GBC and $19 million of other restructuring costs. Our impairment charges for the nine months ended September 30, 2021 were comprised of $1 million from our Ambulatory Care segment. Acquisition‑related costs consisted of $6 million of transaction costs. During the nine months ended September 30, 2020, we recorded impairment and restructuring charges and acquisition‑related costs of $166 million, consisting of $155 million of restructuring charges, $8 million of impairment charges and $3 million of acquisition‑related costs. Restructuring charges consisted of $53 million of employee severance costs, $40 million related to the transition of various administrative functions to our GBC, $23 million of charges due to the termination of USPI’s previous management equity plan, $15 million of contract and lease termination fees, and $24 million of |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Long-term Debt and Lease Obligation [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The table below shows our long‑term debt at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Senior unsecured notes: 6.750% due 2023 $ 1,872 $ 1,872 7.000% due 2025 — 478 6.125% due 2028 2,500 2,500 6.875% due 2031 362 362 Senior secured first lien notes: 4.625% due 2024 770 1,870 4.625% due 2024 600 600 7.500% due 2025 700 700 4.875% due 2026 2,100 2,100 5.125% due 2027 1,500 1,500 4.625% due 2028 600 600 4.250% due 2029 1,400 — Senior secured second lien notes: 5.125% due 2025 — 1,410 6.250% due 2027 1,500 1,500 Finance leases, mortgage and other notes 372 403 Unamortized issue costs and note discounts (142) (176) Total long-term debt 14,134 15,719 Less current portion 125 145 Long-term debt, net of current portion $ 14,009 $ 15,574 Senior Unsecured Notes and Senior Secured Notes On September 10, 2021, we redeemed approximately $1.100 billion of the then outstanding $1.870 billion aggregate principal amount of our 4.625% senior secured first lien notes due 2024 in advance of their maturity date. We paid $1.113 billion to redeem the notes, which was primarily funded with the proceeds from the sale of five Miami‑area hospitals and certain related operations in August 2021. In connection with the redemption, we recorded a loss from early extinguishment of debt of $20 million in the three months ended September 30, 2021, primarily related to the difference between the purchase price and the par value of the notes, as well as the write‑off of associated unamortized issuance costs. On June 2, 2021, we issued $1.400 billion aggregate principal amount of 4.250% senior secured first lien notes, which will mature on June 1, 2029 (the “2029 Senior Secured First Lien Notes”). We will pay interest on the 2029 Senior Secured First Lien Notes semi‑annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2021. The proceeds from the sale of the 2029 Senior Secured First Lien Notes were used, after payment of fees and expenses, together with cash on hand, to finance the redemption of all $1.410 billion aggregate principal amount then outstanding of our 5.125% senior secured second lien notes due 2025 (the “2025 Senior Secured Second Lien Notes”) in advance of their maturity date for approximately $1.428 billion. In connection with the redemption, we recorded a loss from early extinguishment of debt of approximately $31 million in the three months ended June 30, 2021, primarily related to the difference between the purchase price and the par value of the 2025 Senior Secured Second Lien Notes, as well as the write‑off of associated unamortized issuance costs. In March 2021, we retired all $478 million aggregate principal amount outstanding of our 7.000% senior unsecured notes due 2025 in advance of their maturity date. We paid approximately $495 million from cash on hand to retire the notes. In connection with the retirement, we recorded a loss from early extinguishment of debt of $23 million in the three months ended March 31, 2021, primarily related to the difference between the purchase price and the par value of the notes, as well as the write‑off of associated unamortized issuance costs. Credit Agreement We have a senior secured revolving credit facility that provides for revolving loans in an aggregate principal amount of up to $1.900 billion with a $200 million subfacility for standby letters of credit. We amended our credit agreement (as amended to date, the “Credit Agreement”) in April 2020 to, among other things, (i) increase the aggregate revolving credit commitments from the previous limit of $1.500 billion to $1.900 billion (the “Increased Commitments”), subject to borrowing availability, and (ii) increase the advance rate and raise limits on certain eligible accounts receivable in the calculation of the borrowing base, in each case, for an incremental period of 364 days. In April 2021, we further amended the Credit Agreement to, among other things, extend the availability of the Increased Commitments through April 22, 2022 and reduce the interest rate margins. At September 30, 2021, we had no cash borrowings outstanding under the Credit Agreement, and we had less than $1 million of standby letters of credit outstanding. Based on our eligible receivables, $1.802 billion was available for borrowing under the revolving credit facility at September 30, 2021. The Credit Agreement continues to have a scheduled maturity date of September 12, 2024, and obligations under the Credit Agreement continue to be guaranteed by substantially all of our domestic wholly owned hospital subsidiaries and secured by a first‑priority lien on the eligible inventory and accounts receivable owned by us and the subsidiary guarantors, including receivables for Medicaid supplemental payments. Outstanding revolving loans accrue interest at either (i) a base rate plus a margin ranging from 0.25% to 0.75% per annum, or (ii) 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 inventory and accounts receivable, including self‑pay accounts. Letter of Credit Facility In March 2020, we amended our letter of credit facility (as amended, the “LC Facility”) to extend the scheduled maturity date of the LC Facility from March 7, 2021 to September 12, 2024 and to increase the aggregate principal amount of standby and documentary letters of credit that from time to time may be issued thereunder from $180 million to $200 million. On July 29, 2020, we further amended the LC Facility to incrementally increase the maximum secured debt covenant from 4.25 to 1.00 on a quarterly basis up to 6.00 to 1.00 for the quarter ended March 31, 2021, at which point the maximum ratio began to step down incrementally on a quarterly basis through the quarter ending December 31, 2021. At September 30, 2021, the effective maximum secured debt covenant was 5.00 to 1.00. 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. Drawings under any letter of credit issued under the LC Facility that we have not reimbursed within three business days after notice thereof accrue interest at a base rate plus a margin of 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 accrues 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, 2021, we had $139 million of standby letters of credit outstanding under the LC Facility. |
GUARANTEES
GUARANTEES | 9 Months Ended |
Sep. 30, 2021 | |
Guarantees [Abstract] | |
GUARANTEES | GUARANTEES At September 30, 2021, 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 $156 million. We had a total liability of $108 million recorded for these guarantees included in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at September 30, 2021. At September 30, 2021, 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 $103 million. Of the total, $12 million relates to the obligations of consolidated subsidiaries, which obligations were recorded in the accompanying Condensed Consolidated Balance Sheet at September 30, 2021. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans The accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021 and 2020 include $43 million and $38 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, 2021: Number of Weighted Average Aggregate Weighted Average Outstanding at December 31, 2020 912,531 $ 22.51 Exercised (334,907) $ 20.67 Outstanding at September 30, 2021 577,624 $ 23.58 $ 25 6.4 years Vested and expected to vest at September 30, 2021 577,624 $ 23.58 $ 25 6.4 years Exercisable at September 30, 2021 381,606 $ 21.16 $ 17 6.0 years There were 334,907 and 472,304 stock options exercised during the nine months ended September 30, 2021 and 2020, respectively, with aggregate intrinsic values of $12 million and $3 million, respectively. We did not grant any stock options during the nine months ended September 30, 2021 and 2020. At September 30, 2021, there were less than $1 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of less than one year. The following table summarizes information about our outstanding stock options at September 30, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted Average Weighted Average Number of Weighted Average $18.99 to $20.609 350,422 6.0 years $ 19.89 350,422 $ 19.89 $20.61 to $35.430 227,202 7.1 years $ 29.26 31,184 $ 35.43 577,624 6.4 years $ 23.58 381,606 $ 21.16 Restricted Stock Units The following table summarizes activity with respect to restricted stock units (“RSUs”) during the nine months ended September 30, 2021: Number of Weighted Average Grant Unvested at December 31, 2020 2,095,206 $ 25.87 Granted 884,468 $ 58.38 Vested (701,507) $ 29.88 Forfeited (28,269) $ 35.48 Unvested at September 30, 2021 2,249,898 $ 40.29 In the nine months ended September 30, 2021, we granted an aggregate of 884,468 RSUs, consisting of 547,421 RSUs that vest based on the passage of time, 297,309 RSUs that vest on a contingent basis, and 39,738 RSUs that were granted to our non‑employee directors and vested immediately. Of the time‑based RSUs granted in the nine months ended September 30, 2021, 261,997 will vest and be settled ratably over a three‑year period from the grant date, 189,215 will vest and be settled ratably over eight quarterly periods from the grant date, 28,676 will vest and be settled on the third anniversary of the grant date, 53,341 will vest and be settled on the fourth anniversary of the grant date, and 14,192 will vest and be settled on December 31, 2021. The vesting of 243,076 of the performance‑based RSUs granted in the nine months ended September 30, 2021 is contingent on our achievement of specified performance goals for the years 2021 to 2023. Provided the goals are achieved, the performance‑based RSUs will vest and settle on the third anniversary of the grant date. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 243,076 units granted, depending on our level of achievement with respect to the performance goals. We also granted 53,341 performance‑based RSUs to a senior officer in September 2021. The vesting of this grant is contingent on our achievement of specified performance goals for the years 2021 to 2025 and is subject to the same vesting range as the performance‑based grants described above. Provided the goals are achieved, the performance‑based RSUs issued in September 2021 will vest and settle on the fourth anniversary of the grant date. During the nine months ended September 30, 2021, we also granted 892 RSUs that vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2018. The 39,738 RSUs granted to our non‑employee directors included 36,681 RSUs for the 2021‑2022 board service year, 1,372 for an initial grant to a new member of our board of directors and 1,685 for a pro‑rata annual grant to the same new member. While RSUs granted to our board of directors vest immediately, annual grants settle on the third anniversary of the grant date and initial grants settle upon separation from the board. In the nine months ended September 30, 2020, we granted an aggregate of 1,720,004 RSUs. Of these, 583,335 will vest and be settled ratably over a three‑year period from the grant date, 104,167 will vest and be settled ratably over a four‑year period from the grant date, 359,713 will vest and be settled ratably over 11 quarterly periods from the grant date and 13,805 will vest and be settled on the third anniversary of the grant date. In addition, we granted 475,422 performance‑based RSUs; the vesting of these RSUs is contingent on our achievement of specified performance goals for the years 2020 to 2022. Provided the goals are achieved, the performance‑based RSUs will vest and settle on the third anniversary of the grant date. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 475,422 units granted, depending on our level of achievement with respect to the performance goals. We also granted 80,128 performance‑based RSUs to a Conifer senior officer, which were subsequently forfeited. In addition, in May 2020, we made an annual grant of 103,434 RSUs to our non ‑ employee directors for the 2020-2021 board service year, which units vested immediately and will settle in shares of our common stock on third anniversary of the date of the grant. The fair value of an RSU is based on our share price on the grant date. For certain of the performance ‑ based RSU grants, the number of units that will ultimately vest is subject to adjustment based on the achievement of a market‑based condition. The fair value of these RSUs is estimated through the use of a Monte Carlo simulation. Significant inputs used in our valuation of these RSUs included the following: Nine Months Ended 2021 2020 Expected volatility 65.2% - 79.3% 54.7 % Risk-free interest rate 0.1% - 0.6% 1.2 % At September 30, 2021, there were $56 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 1.9 years. USPI Management Equity Plan USPI maintains a separate management equity plan under which it grants RSUs representing a contractual right to receive one share of USPI’s non‑voting common stock in the future. Once the requisite holding period is met, during specified times (“Repurchase Periods”), the participant can sell the underlying shares to USPI at their estimated fair market value . At our sole discretion, the purchase of any non ‑ voting common shares can be made in cash or in shares of Tenet ’ s common stock. The following table summarizes RSU activity under USPI’s management equity plan during the nine months ended September 30, 2021: Number of Weighted Average Grant Unvested at December 31, 2020 2,025,056 $ 34.13 Granted 76,990 $ 34.13 Vested (383,937) $ 34.13 Forfeited (205,794) $ 34.13 Unvested at September 30, 2021 1,512,315 $ 34.13 In the nine months ended September 30, 2021, we granted 76,990 RSUs under USPI’s management equity plan. Twenty percent of these RSUs vests on each of the first and second anniversaries of the grant date, and the remaining 60% vests on the third anniversary of the grant date. RSUs granted in 2020 vest 20% in each of the first three years on the anniversary of the grant date with the remaining 40% vesting on the fourth anniversary of the grant date. The first Repurchase Period opened in August 2021 and will close in November 2021. In the three months ended September 30, 2021, USPI paid $4.6 million to repurchase a portion of the non‑voting common stock issued under the USPI management equity plan. No shares were repurchased through the issuance of Tenet common stock during the three months ended September 30, 2021. Employee Retirement Plans In the nine months ended September 30, 2021 and 2020, we recognized (i) service cost related to one of our frozen non‑qualified defined benefit pension plans of less than $1 million for both periods in salaries, wages and benefits expense, and (ii) other components of net periodic pension cost (benefit) and net periodic postretirement benefit cost (benefit) related to our frozen qualified and non‑qualified defined benefit plans of $(4) million and $6 million, respectively, in other non-operating income, net, in the accompanying Condensed Consolidated Statements of Operations. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Changes in Shareholders’ Equity The following tables show the changes in consolidated equity during the nine months ended September 30, 2021 and 2020 (dollars in millions, share amounts in thousands): Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2020 106,070 $ 7 $ 4,844 $ (281) $ (2,128) $ (2,414) $ 909 $ 937 Net income — — — — 97 — 44 141 Distributions paid to noncontrolling interests — — — — — — (61) (61) Other comprehensive loss — — — (1) — — — (1) Accretion of redeemable noncontrolling interests — — (3) — — — — (3) Purchases (sales) of businesses and noncontrolling interests, net — — (10) — — — 1 (9) Stock-based compensation expense and issuance of common stock 617 1 10 — — 1 — 12 Balances at March 31, 2021 106,687 $ 8 $ 4,841 $ (282) $ (2,031) $ (2,413) $ 893 $ 1,016 Net income — — — — 119 — 58 177 Distributions paid to noncontrolling interests — — — — — — (43) (43) Other comprehensive income — — — 5 — — — 5 Accretion of redeemable noncontrolling interests — — (4) — — — — (4) Purchases of businesses and noncontrolling interests, net — — 3 — — — — 3 Stock-based compensation expense and issuance of common stock 180 — 14 — — 1 — 15 Balances at June 30, 2021 106,867 $ 8 $ 4,854 $ (277) $ (1,912) $ (2,412) $ 908 $ 1,169 Net income — — — — 449 — 56 505 Distributions paid to noncontrolling interests — — — — — — (51) (51) Other comprehensive income — — — 3 — — — 3 Accretion of redeemable noncontrolling interests — — (4) — — — — (4) Purchases of businesses and noncontrolling interests, net — — 3 — — — — 3 Stock-based compensation expense and issuance of common stock 202 — 9 — — 1 — 10 Balances at September 30, 2021 107,069 $ 8 $ 4,862 $ (274) $ (1,463) $ (2,411) $ 913 $ 1,635 Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2019 104,197 $ 7 $ 4,760 $ (257) $ (2,513) $ (2,414) $ 854 $ 437 Net income — — — — 93 — 32 125 Distributions paid to noncontrolling interests — — — — — — (40) (40) Other comprehensive income — — — 1 — — — 1 Accretion of redeemable noncontrolling interests — — (1) — — — — (1) Purchases (sales) of businesses and noncontrolling interests, net — — (30) — — — 15 (15) Cumulative effect of accounting change — — — — (14) — — (14) Stock-based compensation expense and issuance of common stock 331 — 10 — — — — 10 Balances at March 31, 2020 104,528 $ 7 $ 4,739 $ (256) $ (2,434) $ (2,414) $ 861 $ 503 Net income — — — — 88 — 35 123 Distributions paid to noncontrolling interests — — — — — — (8) (8) Other comprehensive income — — — 1 — — — 1 Accretion of redeemable noncontrolling interests — — (2) — — — — (2) Purchases (sales) of businesses and noncontrolling interests, net — — (2) — — — 2 — Stock-based compensation expense and issuance of common stock 374 — 16 — — — — 16 Balances at June 30, 2020 104,902 $ 7 $ 4,751 $ (255) $ (2,346) $ (2,414) $ 890 $ 633 Net income (loss) — — — — (196) — 48 (148) Distributions paid to noncontrolling interests — — — — — — (46) (46) Other comprehensive income — — — 4 — — — 4 Accretion of redeemable noncontrolling interests — — (1) — — — — (1) Purchases of businesses and noncontrolling interests, net — — 58 — — — 4 62 Stock-based compensation expense and issuance of common stock 505 — 18 — — — — 18 Balances at September 30, 2020 105,407 $ 7 $ 4,826 $ (251) $ (2,542) $ (2,414) $ 896 $ 522 Our noncontrolling interests balances at September 30, 2021 and December 31, 2020 were comprised of $130 million and $116 million, respectively, from our Hospital Operations segment, and $783 million and $793 million, respectively, from our Ambulatory Care segment. Our net income available to noncontrolling interests for the nine months ended September 30, 2021 and 2020 in the table above were comprised of $16 million and $9 million, respectively, from our Hospital Operations segment, and $142 million and $106 million, respectively, from our Ambulatory Care segment. |
NET OPERATING REVENUES
NET OPERATING REVENUES | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
NET OPERATING REVENUES | CONTRACT BALANCES Hospital Operations Segment Amounts related to services provided to patients for which we have not billed and that do not meet the conditions of unconditional right to payment at the end of the reporting period are contract assets. For our Hospital Operations segment, our contract assets include services that we have provided to patients who are still receiving inpatient care in our facilities at the end of the reporting period. Our Hospital Operations segment’s contract assets were included in other current assets in the accompanying Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020. Approximately 91% of our Hospital Operations segment’s contract assets meet the conditions for unconditional right to payment and are reclassified to patient receivables within 90 days. 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. As discussed in Note 1, the COVID Acts revised the Medicare accelerated payment program in an attempt to disburse payments to hospitals more quickly. During the year ended December 31, 2020, our Hospital Operations segment received advance payments from the Medicare accelerated payment program following its expansion under the COVID Acts. These advance payments were recorded as contract liabilities in the accompanying Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020. No additional advances were received in the three and nine months ended September 30, 2021. The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment are as follows: Contract Liability – Contract Liability – Current Long-term Contract Assets Advances from Medicare Advances from Medicare December 31, 2020 $ 208 $ 510 $ 819 September 30, 2021 190 1,031 — Increase (decrease) $ (18) $ 521 $ (819) December 31, 2019 $ 170 $ — $ — September 30, 2020 171 1,270 — Increase $ 1 $ 1,270 $ — During the three and nine months ended September 30, 2021, $161 million and $302 million, respectively, of Medicare advance payments included in the opening contract liabilities balance for our Hospital Operations segment were recouped through a reduction of our Medicare claims payments. Ambulatory Care Segment During the year ended December 31, 2020, our Ambulatory Care segment also received advance payments from the expanded Medicare accelerated payment program. At September 30, 2021, contract liabilities in the accompanying Condensed Consolidated Balance Sheet included $78 million of Medicare advance payments received by our unconsolidated affiliates for whom we provide cash management services. At December 31, 2020, contract liabilities and contract liabilities – long‑term in the accompanying Condensed Consolidated Balance Sheet included $51 million and $62 million, respectively, of Medicare advance payments received by our unconsolidated affiliates for whom we provide cash management services. The opening and closing balances of contract liabilities for our Ambulatory Care segment are as follows: Contract Liability – Contract Liability – Current Long-term Advances from Medicare Advances from Medicare December 31, 2020 $ 93 $ 83 September 30, 2021 113 — Increase (decrease) $ 20 $ (83) December 31, 2019 $ — $ — September 30, 2020 172 — Increase $ 172 $ — During the three and nine months ended September 30, 2021, $13 million and $24 million, respectively, of Medicare advance payments included in the opening contract liabilities balance for our Ambulatory Care segment were recouped through a reduction of our Medicare claims payments. Additionally, $14 million and $26 million of Medicare advances received by our unconsolidated affiliates for whom we provide cash management services included in the opening contract liabilities balance were recouped during the three and nine months ended September 30, 2021, respectively. Conifer Segment Conifer enters into contracts with customers to provide revenue cycle management and other services, such as value‑based care, consulting and project services. The payment terms and conditions in our customer contracts vary. In some cases, customers are invoiced in advance and (for other than fixed‑price fee arrangements) a true‑up to the actual fee is included on a subsequent invoice. In other cases, payment is due in arrears. In addition, some contracts contain performance incentives, penalties and other forms of variable consideration. When the timing of Conifer’s delivery of services is different from the timing of payments made by the customers, Conifer recognizes either unbilled revenue (performance precedes contractual right to invoice the customer) or deferred revenue (customer payment precedes Conifer service performance). In the following table, customers that prepay prior to obtaining control/benefit of the service are represented by deferred contract revenue until the performance obligations are satisfied. Unbilled revenue represents arrangements in which Conifer has provided services to and the customer has obtained control/benefit of services prior to the contractual invoice date. Contracts with payment in arrears are recognized as receivables in the month the service is performed. The opening and closing balances of Conifer’s receivables, contract assets and contract liabilities are as follows: Contract Liability – Contract Liability – Contract Asset – Current Long-Term Receivables Unbilled Revenue Deferred Revenue Deferred Revenue December 31, 2020 $ 56 $ 20 $ 56 $ 16 September 30, 2021 34 14 74 15 Increase (decrease) $ (22) $ (6) $ 18 $ (1) December 31, 2019 $ 26 $ 11 $ 61 $ 18 September 30, 2020 29 13 58 17 Increase (decrease) $ 3 $ 2 $ (3) $ (1) The difference between the opening and closing balances of Conifer’s contract assets and contract liabilities are primarily related to prepayments for those customers who are billed in advance, changes in estimates related to metric‑based services, and up‑front integration services that are typically not distinct and are, therefore, recognized over the performance obligation period to which they relate. Our Conifer segment’s receivables and contract assets were reported as part of other current assets in our accompanying Condensed Consolidated Balance Sheets, and its current and long‑term contract liabilities were reported as part of contract liabilities and contract liabilities – long‑term, respectively, in our accompanying Condensed Consolidated Balance Sheets. In the nine months ended September 30, 2021 and 2020, Conifer recognized $56 million and $61 million, respectively, of revenue that was included in the opening current deferred revenue liability. This revenue consists primarily of prepayments for those customers who are billed in advance, changes in estimates related to metric‑based services, and up‑front integration services that are recognized over the services period. Contract Costs During the three months ended September 30, 2021 and 2020, we recognized amortization expense related to deferred contract setup costs of $1 million and $2 million, respectively. In the nine months ended September 30, 2021 and 2020, we recognized amortization expense related to deferred contract setup costs of $3 million and $4 million, respectively. At September 30, 2021 and December 31, 2020, the unamortized customer contract costs were $23 million and $24 million, respectively, and ar e presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets. Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, 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. Net operating revenues for our Conifer segment primarily consist of revenues from providing revenue cycle management services to health systems, as well as individual hospitals, physician practices, self‑insured organizations, health plans and other entities. The table below shows our sources of net operating revenues less implicit price concessions from continuing operations: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 616 $ 662 $ 2,001 $ 1,964 Medicaid 336 251 883 791 Managed care 2,567 2,374 7,592 6,519 Uninsured 33 50 140 112 Indemnity and other 159 171 527 491 Total 3,711 3,508 11,143 9,877 Other revenues (1) 319 295 929 848 Hospital Operations total prior to inter-segment eliminations 4,030 3,803 12,072 10,725 Ambulatory Care 666 565 1,976 1,423 Conifer 314 325 943 962 Inter-segment eliminations (116) (136) (362) (385) Net operating revenues $ 4,894 $ 4,557 $ 14,629 $ 12,725 (1) Primarily physician practices revenues. Adjustments for prior‑year cost reports and related valuation allowances, principally related to Medicare and Medicaid, increased revenues in the nine months ended September 30, 2021 and 2020 by $21 million and $3 million, respectively. Estimated cost report settlements and valuation allowances were included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from final determination of amounts earned under all the above arrangements with Medicare and Medicaid. The table below shows the composition of net operating revenues for our Ambulatory Care segment: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net patient service revenues $ 633 $ 532 $ 1,890 $ 1,345 Management fees 21 23 64 60 Revenue from other sources 12 10 22 18 Net operating revenues $ 666 $ 565 $ 1,976 $ 1,423 The table below shows the composition of net operating revenues for our Conifer segment: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue cycle services – Tenet $ 112 $ 132 $ 350 $ 375 Revenue cycle services – other customers 178 170 522 518 Other services – Tenet 4 4 12 10 Other services – other customers 20 19 59 59 Net operating revenues $ 314 $ 325 $ 943 $ 962 Other services represented approximately 8% and 7% of Conifer’s revenue for the nine months ended September 30, 2021 and 2020, respectively, and include value‑based care services, consulting services and other client‑defined projects. Performance Obligations The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume‑ or contingency‑based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Three Months Ending Years Ending Later Years December 31, Total 2021 2022 2023 2024 2025 Performance obligations $ 6,302 $ 151 $ 604 $ 603 $ 549 $ 549 $ 3,846 |
PROPERTY AND PROFESSIONAL AND G
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | 9 Months Ended |
Sep. 30, 2021 | |
Property and Professional and General Liablity Insurance [Abstract] | |
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, 2021 through March 31, 2022, 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 $40 million for California earthquakes, $25 million for floods and named windstorms, 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 We are self‑insured for the majority of our professional and general liability claims and purchase insurance from third‑parties to cover catastrophic claims. At September 30, 2021 and December 31, 2020, the aggregate current and long‑term professional and general liability reserves in the accompanying Condensed Consolidated Balance Sheets were $1.030 billion and $978 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. 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. Malpractice expense of $269 million and $233 million was included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021 and 2020, respectively. |
CLAIMS AND LAWSUITS
CLAIMS AND LAWSUITS | 9 Months Ended |
Sep. 30, 2021 | |
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 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, but are subject to significant uncertainty regarding numerous factors that could affect the ultimate loss levels. 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. Given the inherent uncertainties associated with these matters, especially those involving governmental agencies, and the indeterminate damages sought in some cases, there is significant uncertainty as to the ultimate liability we may incur from these matters, and an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period. Government Investigation of Detroit Medical Center Detroit Medical Center (“DMC”) is subject to an ongoing investigation commenced in October 2017 by the U.S. Attorney’s Office for the Eastern District of Michigan and the Civil Division of the U.S. Department of Justice (“DOJ”) for potential violations of the Stark law, the Medicare and Medicaid anti‑kickback and anti‑fraud and abuse amendments codified under Section 1128B(b) of the Social Security Act, and the federal False Claims Act related to DMC’s employment of nurse practitioners and physician assistants (“Mid‑Level Practitioners”) from 2006 through 2017. As previously disclosed, a media report was published in August 2017 alleging that 14 Mid‑Level Practitioners were terminated by DMC earlier in 2017 due to compliance concerns. On September 28, 2021, the DOJ issued a civil investigative demand to DMC for documents and interrogatories. We are cooperating with the investigation; however, we are unable to determine the potential exposure, if any, at this time. Other Matters In July 2019, certain of the entities that purchased from us the operations of Hahnemann University Hospital and St. Christopher’s Hospital for Children in Philadelphia commenced Chapter 11 bankruptcy proceedings. As previously disclosed in our Form 8‑K filed September 1, 2017, the purchasers assumed our funding obligations under the Pension Fund for Hospital and Health Care Employees of Philadelphia and Vicinity (the “Fund”), a pension plan related to the operations at Hahnemann University Hospital. Pursuant to rules under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), under certain circumstances we could become liable for withdrawal liability in the event a withdrawal is triggered with respect to the Fund. In addition, pursuant to applicable ERISA rules, we could become secondarily liable if the purchasers fail to satisfy their obligations to the Fund. We are also subject to 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, including lawsuits from patients, employees and others exposed to COVID‑19 at our facilities. 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 following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded in continuing operations during the nine months ended September 30, 2021 and 2020. Balances at Litigation and Cash Other Balances at Nine Months Ended September 30, 2021 $ 26 $ 64 $ (44) $ (5) $ 41 Nine Months Ended September 30, 2020 $ 86 $ 13 $ (84) $ — $ 15 |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIESWe have a put call agreement (the “Baylor Put/Call Agreement”) with Baylor University Medical Center (“Baylor”) that contains put and call options with respect to the 5% ownership interest Baylor holds in USPI. Each year starting in 2021, Baylor may put up to one‑third of their total shares in USPI held as of April 1, 2017 by delivering notice by the end of January of such year. In each year that Baylor does not put the full 33.3% of USPI’s shares allowable, we may call the difference between the number of shares Baylor put and the maximum number of shares they could have put that year. In addition, the Baylor Put/Call Agreement contains a call option pursuant to which we have the ability to acquire all of Baylor’s ownership interest by 2024. We have the ability to choose whether to settle the purchase price for the Baylor put/call, which is mutually agreed‑upon fair market value, in cash or shares of our common stock. Baylor did not deliver a put notice to us in January 2021. In February 2021, we notified Baylor of our intention to exercise our call option to purchase 33.3% of the USPI shares held by Baylor as of April 1, 2017. Based on the nature of the Baylor Put/Call Agreement, Baylor’s minority interest in USPI was classified as a redeemable noncontrolling interest in the accompanying Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020. The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries during the nine months ended September 30, 2021 and 2020: Nine Months Ended 2021 2020 Balances at beginning of period $ 1,952 $ 1,506 Net income 234 122 Distributions paid to noncontrolling interests (161) (90) Accretion of redeemable noncontrolling interests 11 4 Purchases (sales) of businesses and noncontrolling interests, net 12 (63) Balances at end of period $ 2,048 $ 1,479 The following tables show the composition by segment of our redeemable noncontrolling interests balances at September 30, 2021 and December 31, 2020, as well as our net income available to redeemable noncontrolling interests for the nine months ended September 30, 2021 and 2020: September 30, 2021 December 31, 2020 Hospital Operations $ 292 $ 267 Ambulatory Care 1,292 1,273 Conifer 464 412 Redeemable noncontrolling interests $ 2,048 $ 1,952 Nine Months Ended 2021 2020 Hospital Operations $ 18 $ (17) Ambulatory Care 164 94 Conifer 52 45 Net income available to redeemable noncontrolling interests $ 234 $ 122 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESDuring the three months ended September 30, 2021, we recorded income tax expense of $197 million in continuing operations on pre-tax income of $774 million compared to an income tax benefit of $197 million on a pre-tax loss of $304 million during the three months ended September 30, 2020. During the nine months ended September 30, 2021, we recorded income tax expense of $303 million in continuing operations on pre-tax income of $1.360 billion compared to an income tax benefit of $227 million on a pre-tax loss of $5 million during the nine months ended September 30, 2020. For the nine months ended September 30, 2021, the provision for income taxes was 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. In calculating “ordinary” income, non‑taxable income or loss attributable to noncontrolling interests was deducted from pre-tax income or loss in the determination of the annualized effective tax rate used to calculate income taxes for the quarter. For the nine months ended September 30, 2020, we utilized the discrete effective tax rate method, as allowed by the Financial Accounting Standards Board Accounting Standards Codification 740‑270‑30‑18, “Income Taxes–Interim Reporting,” to calculate the interim income tax provision. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year‑to‑date period as if it were the annual period and determines the income tax expense or benefit on that basis. We believe that the use of this discrete method in 2020 was more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method was not reliable due to the high degree of uncertainty in estimating annual pre‑tax income due to the impact of the COVID‑19 pandemic and the evolving guidance by the government on utilization of grant funds. 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 2021 2020 2021 2020 Tax expense (benefit) at statutory federal rate of 21% $ 163 $ (64) $ 286 $ (1) State income taxes, net of federal income tax benefit 29 (6) 56 9 Tax benefit attributable to noncontrolling interests (26) (18) (79) (48) Nondeductible goodwill 28 — 35 — Nontaxable gains — — — 3 Stock-based compensation (1) 1 (4) 1 Change in valuation allowance — (113) — (201) Other items 4 3 9 10 Income tax expense (benefit) $ 197 $ (197) $ 303 $ (227) As a result of the change in the business interest expense disallowance rules under the COVID Acts, we recorded an income tax benefit of $88 million during the nine months ended September 30, 2020 to decrease the valuation allowance for interest expense carryforwards due to the additional deduction of interest expense. During the nine months ended September 30, 2021, there were no adjustments to our estimated liabilities for uncertain tax positions. The total amount of unrecognized tax benefits at September 30, 2021 was $31 million, of which $29 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 statement of operations. There were no accrued interest and penalties on unrecognized tax benefits at September 30, 2021. At September 30, 2021, no significant changes in unrecognized federal and state tax benefits were expected 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. |
EARNINGS (LOSS) PER COMMON SHAR
EARNINGS (LOSS) PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER COMMON SHARE | EARNINGS (LOSS) PER COMMON SHARE The following table is a reconciliation of the numerators and denominators of our basic and diluted earnings (loss) per common share calculations for our continuing operations for three and nine months ended September 30, 2021 and 2020. Net income available (loss attributable) to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Net Income Available (Loss Attributable) to Common Shareholders (Numerator) Weighted Per-Share Amount Three Months Ended September 30, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 448 107,050 $ 4.18 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,711 (0.06) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 448 108,761 $ 4.12 Three Months Ended September 30, 2020 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (197) 105,263 $ (1.87) 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 $ (197) 105,263 $ (1.87) Net Income Available (Loss Attributable) to Common Shareholders (Numerator) Weighted Per-Share Amount Nine Months Ended September 30, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 665 106,727 $ 6.23 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,738 (0.10) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 665 108,465 $ 6.13 Nine Months Ended September 30, 2020 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (15) 104,803 $ (0.14) 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 $ (15) 104,803 $ (0.14) All potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2020 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, 2020, 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 1,240 and 1,135 in the three and nine months ended September 30, 2020, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair Value Measurements 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. 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. 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. The following table presents information about assets measured at fair value at December 31, 2020 and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair values. There were no assets measured at fair value on a non‑recurring basis at September 30, 2021. Total Quoted Prices Significant Other Significant At December 31, 2020: Long-lived assets held for sale $ 140 $ — $ 140 $ — Long-lived assets held and used 483 — 483 — $ 623 $ — $ 623 $ — Financial Instruments 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, 2021 and December 31, 2020, the estimated fair value of our long‑term debt was approximately 104.2% and 104.5%, respectively, of the carrying value of the debt. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [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, 2021 and 2020 are as follows: Nine Months Ended 2021 2020 Current assets $ 20 $ 7 Property and equipment 26 15 Other intangible assets 1 8 Goodwill 65 78 Other long-term assets, including previously held equity method investments 8 6 Current liabilities (15) (4) Long-term liabilities (10) (6) Redeemable noncontrolling interests in equity of consolidated subsidiaries (28) (30) Noncontrolling interests (2) (13) Cash paid, net of cash acquired (64) (61) Gains on consolidations $ 1 $ — 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, 2021 was recorded in our Ambulatory Care segment. Approximately $6 million and $3 million in transaction costs related to prospective and closed acquisitions were expensed during the nine‑month periods ended September 30, 2021 and 2020, respectively, and were included in impairment and restructuring charges, and acquisition‑related costs in the accompanying Condensed Consolidated Statements 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 allocated over those fair values is recorded as goodwill. We are in the process of assessing working capital balances as well as obtaining and evaluating valuations of the acquired property and equipment, management contracts and other intangible assets, and noncontrolling interests for some of our 2021 and 2020 acquisitions. Therefore, those purchase price allocations, including goodwill, recorded in the accompanying Condensed Consolidated Financial Statements are subject to adjustment once the assessments and valuation work are completed and evaluated. Such adjustments are recorded as soon as practical within the measurement period as defined by the accounting literature. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our business consists of our Hospital Operations 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 segment is comprised of acute care and specialty hospitals, ancillary outpatient facilities, micro‑hospitals, imaging centers, physician practices, and other care sites and clinics. At September 30, 2021, our subsidiaries operated 60 hospitals serving primarily urban and suburban communities in nine states. On April 1, 2021, we transferred 24 imaging centers from our Ambulatory Care segment to our Hospital Operations segment. The total assets associated with the imaging centers transferred to our Hospital Operations segment constituted less than 1% of our consolidated total assets at March 31, 2021. In April 2021, we also completed the sale of the majority of the urgent care centers held by our Hospital Operations segment to an unaffiliated urgent care provider. In addition, we completed the sale of five Miami‑area hospitals and certain related operations in August 2021. Certain of the facilities in our Hospital Operations segment were classified as held for sale in the accompanying Condensed Consolidated Balance Sheet at December 31, 2020. Our Ambulatory Care segment is comprised of the operations of USPI. At September 30, 2021, USPI had interests in 318 ambulatory surgery centers (227 consolidated) and 24 surgical hospitals (five consolidated) in 31 states. At December 31, 2020, our Ambulatory Care segment included 40 urgent care centers that were classified as held for sale. We completed the divestiture of these urgent care centers in April 2021. At September 30, 2021, we owned approximately 95% of USPI. Our Conifer segment provides revenue cycle management and value‑based care services to hospitals, health systems, physician practices, employers and other clients. At September 30, 2021, Conifer provided services to approximately 650 Tenet and non‑Tenet hospitals and other clients nationwide. In 2012, we entered into an agreement documenting the terms and conditions of various services Conifer provides to Tenet hospitals (“RCM Agreement”), as well as an agreement documenting certain administrative services our Hospital Operations segment provides to Conifer. In March 2021, we entered into a month‑to‑month agreement amending the RCM Agreement effective January 1, 2021 (“Amended RCM Agreement”) to update certain terms and conditions related to the revenue cycle management services Conifer provides to Tenet hospitals. We believe the pricing terms for the services provided under the Amended RCM Agreement are commercially reasonable and consistent with estimated third‑party terms. At September 30, 2021, we owned approximately 76% of Conifer Health Solutions, LLC, which is Conifer’s principal subsidiary. 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, as applicable: September 30, 2021 December 31, 2020 Assets: Hospital Operations $ 17,126 $ 18,048 Ambulatory Care 7,846 8,048 Conifer 941 1,010 Total $ 25,913 $ 27,106 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Capital expenditures: Hospital Operations $ 95 $ 71 $ 295 $ 328 Ambulatory Care 14 11 49 32 Conifer 2 4 10 14 Total $ 111 $ 86 $ 354 $ 374 Net operating revenues: Hospital Operations total prior to inter-segment eliminations $ 4,030 $ 3,803 $ 12,072 $ 10,725 Ambulatory Care 666 565 1,976 1,423 Conifer Tenet 116 136 362 385 Other clients 198 189 581 577 Total Conifer revenues 314 325 943 962 Inter-segment eliminations (116) (136) (362) (385) Total $ 4,894 $ 4,557 $ 14,629 $ 12,725 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 2 $ 3 $ 11 $ 1 Ambulatory Care 43 41 130 102 Total $ 45 $ 44 $ 141 $ 103 Adjusted EBITDA: Hospital Operations $ 496 $ 240 $ 1,379 $ 1,074 Ambulatory Care 274 215 826 538 Conifer 85 96 261 256 Total $ 855 $ 551 $ 2,466 $ 1,868 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Depreciation and amortization: Hospital Operations $ 177 $ 184 $ 555 $ 536 Ambulatory Care 23 21 71 60 Conifer 9 10 28 28 Total $ 209 $ 215 $ 654 $ 624 Adjusted EBITDA $ 855 $ 551 $ 2,466 $ 1,868 Depreciation and amortization (209) (215) (654) (624) Impairment and restructuring charges, and acquisition-related costs (15) (57) (55) (166) Litigation and investigation costs (29) (9) (64) (13) Interest expense (227) (263) (702) (761) Loss from early extinguishment of debt (20) (312) (74) (316) Other non-operating income, net 7 — 16 3 Net gains on sales, consolidation and deconsolidation of facilities 412 1 427 4 Income (loss) from continuing operations, before income taxes $ 774 $ (304) $ 1,360 $ (5) |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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,” “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 September 30, 2021 we operated 60 hospitals and approximately 460 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, 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 and nine‑month periods ended September 30, 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; the impact of the demand for, and availability of, qualified medical personnel on compensation costs; 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. |
Cash and Cash Equivalents | 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 $2.292 billion and $2.446 billion at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021 and December 31, 2020, our book overdrafts were $155 million and $154 million, respectively, which were classified as accounts payable. At September 30, 2021 and December 31, 2020, $169 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 September 30, 2021 and December 31, 2020, we had $51 million and $93 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $45 million and $85 million, respectively, were included in accounts payable. |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated AffiliatesWe control 232 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 (110 of 342 at September 30, 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. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of other intangible assets | The following tables provide information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020: Gross Carrying Accumulated Net Book Value At September 30, 2021: Capitalized software costs $ 1,732 $ (1,123) $ 609 Trade names 102 — 102 Contracts 870 (124) 746 Other 102 (79) 23 Total $ 2,806 $ (1,326) $ 1,480 Gross Carrying Accumulated Net Book Value 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 |
Schedule of estimated future amortization of intangibles with finite useful lives | Estimated future amortization of intangibles with finite useful lives at September 30, 2021 is as follows: Three Months Ending Years Ending Later Years December 31, Total 2021 2022 2023 2024 2025 Amortization of intangible assets $ 796 $ 53 $ 124 $ 110 $ 98 $ 83 $ 328 |
Schedule of equity method investments | 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 Nine Months Ended 2021 2020 2021 2020 Net operating revenues $ 720 $ 697 $ 2,065 $ 1,731 Net income $ 178 $ 167 $ 540 $ 414 Net income available to the investees $ 108 $ 101 $ 325 $ 253 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 Continuing operations: Patient accounts receivable $ 2,558 $ 2,499 Estimated future recoveries 139 156 Net cost reports and settlements receivable and valuation allowances 44 34 2,741 2,689 Discontinued operations 1 1 Accounts receivable, net $ 2,742 $ 2,690 |
Schedule of location of assets and liabilities | The following table summarizes the amount and classification of assets and liabilities in the accompanying Condensed Consolidated Balance Sheets related to California’s provider fee program at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Assets: Other current assets $ 257 $ 378 Investments and other assets $ 318 $ 206 Liabilities: Other current liabilities $ 93 $ 110 Other long-term liabilities $ 98 $ 56 |
Schedule of estimated costs for charity care and self-pay patients | The following table shows our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our uninsured and charity patients in the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Estimated costs for: Uninsured patients $ 181 $ 165 $ 507 $ 466 Charity care patients 25 30 74 113 Total $ 206 $ 195 $ 581 $ 579 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of opening and closing balances of Company's contract assets | The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment are as follows: Contract Liability – Contract Liability – Current Long-term Contract Assets Advances from Medicare Advances from Medicare December 31, 2020 $ 208 $ 510 $ 819 September 30, 2021 190 1,031 — Increase (decrease) $ (18) $ 521 $ (819) December 31, 2019 $ 170 $ — $ — September 30, 2020 171 1,270 — Increase $ 1 $ 1,270 $ — The opening and closing balances of contract liabilities for our Ambulatory Care segment are as follows: Contract Liability – Contract Liability – Current Long-term Advances from Medicare Advances from Medicare December 31, 2020 $ 93 $ 83 September 30, 2021 113 — Increase (decrease) $ 20 $ (83) December 31, 2019 $ — $ — September 30, 2020 172 — Increase $ 172 $ — The opening and closing balances of Conifer’s receivables, contract assets and contract liabilities are as follows: Contract Liability – Contract Liability – Contract Asset – Current Long-Term Receivables Unbilled Revenue Deferred Revenue Deferred Revenue December 31, 2020 $ 56 $ 20 $ 56 $ 16 September 30, 2021 34 14 74 15 Increase (decrease) $ (22) $ (6) $ 18 $ (1) December 31, 2019 $ 26 $ 11 $ 61 $ 18 September 30, 2020 29 13 58 17 Increase (decrease) $ 3 $ 2 $ (3) $ (1) |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Assets and liabilities classified as held for sale and summary of disposals of significant business components | The table below provides information on significant components of our business that have been recently disposed of: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Significant disposals: Income from continuing operations, before income taxes Miami area $ 407 $ 6 $ 436 $ 21 Total $ 407 $ 6 $ 436 $ 21 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Long-term Debt and Lease Obligation [Abstract] | |
Summary of long-term debt | The table below shows our long‑term debt at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Senior unsecured notes: 6.750% due 2023 $ 1,872 $ 1,872 7.000% due 2025 — 478 6.125% due 2028 2,500 2,500 6.875% due 2031 362 362 Senior secured first lien notes: 4.625% due 2024 770 1,870 4.625% due 2024 600 600 7.500% due 2025 700 700 4.875% due 2026 2,100 2,100 5.125% due 2027 1,500 1,500 4.625% due 2028 600 600 4.250% due 2029 1,400 — Senior secured second lien notes: 5.125% due 2025 — 1,410 6.250% due 2027 1,500 1,500 Finance leases, mortgage and other notes 372 403 Unamortized issue costs and note discounts (142) (176) Total long-term debt 14,134 15,719 Less current portion 125 145 Long-term debt, net of current portion $ 14,009 $ 15,574 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following table summarizes stock option activity during the nine months ended September 30, 2021: Number of Weighted Average Aggregate Weighted Average Outstanding at December 31, 2020 912,531 $ 22.51 Exercised (334,907) $ 20.67 Outstanding at September 30, 2021 577,624 $ 23.58 $ 25 6.4 years Vested and expected to vest at September 30, 2021 577,624 $ 23.58 $ 25 6.4 years Exercisable at September 30, 2021 381,606 $ 21.16 $ 17 6.0 years |
Summary of information about stock options by range of exercise prices | The following table summarizes information about our outstanding stock options at September 30, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted Average Weighted Average Number of Weighted Average $18.99 to $20.609 350,422 6.0 years $ 19.89 350,422 $ 19.89 $20.61 to $35.430 227,202 7.1 years $ 29.26 31,184 $ 35.43 577,624 6.4 years $ 23.58 381,606 $ 21.16 |
Summary of restricted stock unit activity | The following table summarizes activity with respect to restricted stock units (“RSUs”) during the nine months ended September 30, 2021: Number of Weighted Average Grant Unvested at December 31, 2020 2,095,206 $ 25.87 Granted 884,468 $ 58.38 Vested (701,507) $ 29.88 Forfeited (28,269) $ 35.48 Unvested at September 30, 2021 2,249,898 $ 40.29 The following table summarizes RSU activity under USPI’s management equity plan during the nine months ended September 30, 2021: Number of Weighted Average Grant Unvested at December 31, 2020 2,025,056 $ 34.13 Granted 76,990 $ 34.13 Vested (383,937) $ 34.13 Forfeited (205,794) $ 34.13 Unvested at September 30, 2021 1,512,315 $ 34.13 |
Schedule of assumptions used to determine fair value of stock options | Significant inputs used in our valuation of these RSUs included the following: Nine Months Ended 2021 2020 Expected volatility 65.2% - 79.3% 54.7 % Risk-free interest rate 0.1% - 0.6% 1.2 % |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes in consolidated equity | The following tables show the changes in consolidated equity during the nine months ended September 30, 2021 and 2020 (dollars in millions, share amounts in thousands): Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2020 106,070 $ 7 $ 4,844 $ (281) $ (2,128) $ (2,414) $ 909 $ 937 Net income — — — — 97 — 44 141 Distributions paid to noncontrolling interests — — — — — — (61) (61) Other comprehensive loss — — — (1) — — — (1) Accretion of redeemable noncontrolling interests — — (3) — — — — (3) Purchases (sales) of businesses and noncontrolling interests, net — — (10) — — — 1 (9) Stock-based compensation expense and issuance of common stock 617 1 10 — — 1 — 12 Balances at March 31, 2021 106,687 $ 8 $ 4,841 $ (282) $ (2,031) $ (2,413) $ 893 $ 1,016 Net income — — — — 119 — 58 177 Distributions paid to noncontrolling interests — — — — — — (43) (43) Other comprehensive income — — — 5 — — — 5 Accretion of redeemable noncontrolling interests — — (4) — — — — (4) Purchases of businesses and noncontrolling interests, net — — 3 — — — — 3 Stock-based compensation expense and issuance of common stock 180 — 14 — — 1 — 15 Balances at June 30, 2021 106,867 $ 8 $ 4,854 $ (277) $ (1,912) $ (2,412) $ 908 $ 1,169 Net income — — — — 449 — 56 505 Distributions paid to noncontrolling interests — — — — — — (51) (51) Other comprehensive income — — — 3 — — — 3 Accretion of redeemable noncontrolling interests — — (4) — — — — (4) Purchases of businesses and noncontrolling interests, net — — 3 — — — — 3 Stock-based compensation expense and issuance of common stock 202 — 9 — — 1 — 10 Balances at September 30, 2021 107,069 $ 8 $ 4,862 $ (274) $ (1,463) $ (2,411) $ 913 $ 1,635 Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2019 104,197 $ 7 $ 4,760 $ (257) $ (2,513) $ (2,414) $ 854 $ 437 Net income — — — — 93 — 32 125 Distributions paid to noncontrolling interests — — — — — — (40) (40) Other comprehensive income — — — 1 — — — 1 Accretion of redeemable noncontrolling interests — — (1) — — — — (1) Purchases (sales) of businesses and noncontrolling interests, net — — (30) — — — 15 (15) Cumulative effect of accounting change — — — — (14) — — (14) Stock-based compensation expense and issuance of common stock 331 — 10 — — — — 10 Balances at March 31, 2020 104,528 $ 7 $ 4,739 $ (256) $ (2,434) $ (2,414) $ 861 $ 503 Net income — — — — 88 — 35 123 Distributions paid to noncontrolling interests — — — — — — (8) (8) Other comprehensive income — — — 1 — — — 1 Accretion of redeemable noncontrolling interests — — (2) — — — — (2) Purchases (sales) of businesses and noncontrolling interests, net — — (2) — — — 2 — Stock-based compensation expense and issuance of common stock 374 — 16 — — — — 16 Balances at June 30, 2020 104,902 $ 7 $ 4,751 $ (255) $ (2,346) $ (2,414) $ 890 $ 633 Net income (loss) — — — — (196) — 48 (148) Distributions paid to noncontrolling interests — — — — — — (46) (46) Other comprehensive income — — — 4 — — — 4 Accretion of redeemable noncontrolling interests — — (1) — — — — (1) Purchases of businesses and noncontrolling interests, net — — 58 — — — 4 62 Stock-based compensation expense and issuance of common stock 505 — 18 — — — — 18 Balances at September 30, 2020 105,407 $ 7 $ 4,826 $ (251) $ (2,542) $ (2,414) $ 896 $ 522 |
NET OPERATING REVENUES (Tables)
NET OPERATING REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of operating revenues less provision for doubtful accounts and implicit price concessions | The table below shows our sources of net operating revenues less implicit price concessions from continuing operations: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 616 $ 662 $ 2,001 $ 1,964 Medicaid 336 251 883 791 Managed care 2,567 2,374 7,592 6,519 Uninsured 33 50 140 112 Indemnity and other 159 171 527 491 Total 3,711 3,508 11,143 9,877 Other revenues (1) 319 295 929 848 Hospital Operations total prior to inter-segment eliminations 4,030 3,803 12,072 10,725 Ambulatory Care 666 565 1,976 1,423 Conifer 314 325 943 962 Inter-segment eliminations (116) (136) (362) (385) Net operating revenues $ 4,894 $ 4,557 $ 14,629 $ 12,725 (1) Primarily physician practices revenues. The table below shows the composition of net operating revenues for our Ambulatory Care segment: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net patient service revenues $ 633 $ 532 $ 1,890 $ 1,345 Management fees 21 23 64 60 Revenue from other sources 12 10 22 18 Net operating revenues $ 666 $ 565 $ 1,976 $ 1,423 The table below shows the composition of net operating revenues for our Conifer segment: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue cycle services – Tenet $ 112 $ 132 $ 350 $ 375 Revenue cycle services – other customers 178 170 522 518 Other services – Tenet 4 4 12 10 Other services – other customers 20 19 59 59 Net operating revenues $ 314 $ 325 $ 943 $ 962 |
Performance obligation, expected timing of satisfaction | The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume‑ or contingency‑based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Three Months Ending Years Ending Later Years December 31, Total 2021 2022 2023 2024 2025 Performance obligations $ 6,302 $ 151 $ 604 $ 603 $ 549 $ 549 $ 3,846 |
CLAIMS AND LAWSUITS (Tables)
CLAIMS AND LAWSUITS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Reconciliations of legal settlements and related costs | The following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded in continuing operations during the nine months ended September 30, 2021 and 2020. Balances at Litigation and Cash Other Balances at Nine Months Ended September 30, 2021 $ 26 $ 64 $ (44) $ (5) $ 41 Nine Months Ended September 30, 2020 $ 86 $ 13 $ (84) $ — $ 15 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020: Nine Months Ended 2021 2020 Balances at beginning of period $ 1,952 $ 1,506 Net income 234 122 Distributions paid to noncontrolling interests (161) (90) Accretion of redeemable noncontrolling interests 11 4 Purchases (sales) of businesses and noncontrolling interests, net 12 (63) Balances at end of period $ 2,048 $ 1,479 The following tables show the composition by segment of our redeemable noncontrolling interests balances at September 30, 2021 and December 31, 2020, as well as our net income available to redeemable noncontrolling interests for the nine months ended September 30, 2021 and 2020: September 30, 2021 December 31, 2020 Hospital Operations $ 292 $ 267 Ambulatory Care 1,292 1,273 Conifer 464 412 Redeemable noncontrolling interests $ 2,048 $ 1,952 Nine Months Ended 2021 2020 Hospital Operations $ 18 $ (17) Ambulatory Care 164 94 Conifer 52 45 Net income available to redeemable noncontrolling interests $ 234 $ 122 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation between reported income tax expense (benefit) and income taxes calculated by the statutory federal income tax rate | 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 2021 2020 2021 2020 Tax expense (benefit) at statutory federal rate of 21% $ 163 $ (64) $ 286 $ (1) State income taxes, net of federal income tax benefit 29 (6) 56 9 Tax benefit attributable to noncontrolling interests (26) (18) (79) (48) Nondeductible goodwill 28 — 35 — Nontaxable gains — — — 3 Stock-based compensation (1) 1 (4) 1 Change in valuation allowance — (113) — (201) Other items 4 3 9 10 Income tax expense (benefit) $ 197 $ (197) $ 303 $ (227) |
EARNINGS (LOSS) PER COMMON SH_2
EARNINGS (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 earnings (loss) per common share calculations for our continuing operations for three and nine months ended September 30, 2021 and 2020. Net income available (loss attributable) to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Net Income Available (Loss Attributable) to Common Shareholders (Numerator) Weighted Per-Share Amount Three Months Ended September 30, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 448 107,050 $ 4.18 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,711 (0.06) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 448 108,761 $ 4.12 Three Months Ended September 30, 2020 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (197) 105,263 $ (1.87) 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 $ (197) 105,263 $ (1.87) Net Income Available (Loss Attributable) to Common Shareholders (Numerator) Weighted Per-Share Amount Nine Months Ended September 30, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 665 106,727 $ 6.23 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,738 (0.10) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 665 108,465 $ 6.13 Nine Months Ended September 30, 2020 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (15) 104,803 $ (0.14) 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 $ (15) 104,803 $ (0.14) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets on a nonrecurring basis | The following table presents information about assets measured at fair value at December 31, 2020 and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair values. There were no assets measured at fair value on a non‑recurring basis at September 30, 2021. Total Quoted Prices Significant Other Significant At December 31, 2020: Long-lived assets held for sale $ 140 $ — $ 140 $ — Long-lived assets held and used 483 — 483 — $ 623 $ — $ 623 $ — |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [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, 2021 and 2020 are as follows: Nine Months Ended 2021 2020 Current assets $ 20 $ 7 Property and equipment 26 15 Other intangible assets 1 8 Goodwill 65 78 Other long-term assets, including previously held equity method investments 8 6 Current liabilities (15) (4) Long-term liabilities (10) (6) Redeemable noncontrolling interests in equity of consolidated subsidiaries (28) (30) Noncontrolling interests (2) (13) Cash paid, net of cash acquired (64) (61) Gains on consolidations $ 1 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, as applicable: September 30, 2021 December 31, 2020 Assets: Hospital Operations $ 17,126 $ 18,048 Ambulatory Care 7,846 8,048 Conifer 941 1,010 Total $ 25,913 $ 27,106 |
Reconciliation of other significant reconciling items from segments to consolidated | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Capital expenditures: Hospital Operations $ 95 $ 71 $ 295 $ 328 Ambulatory Care 14 11 49 32 Conifer 2 4 10 14 Total $ 111 $ 86 $ 354 $ 374 Net operating revenues: Hospital Operations total prior to inter-segment eliminations $ 4,030 $ 3,803 $ 12,072 $ 10,725 Ambulatory Care 666 565 1,976 1,423 Conifer Tenet 116 136 362 385 Other clients 198 189 581 577 Total Conifer revenues 314 325 943 962 Inter-segment eliminations (116) (136) (362) (385) Total $ 4,894 $ 4,557 $ 14,629 $ 12,725 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 2 $ 3 $ 11 $ 1 Ambulatory Care 43 41 130 102 Total $ 45 $ 44 $ 141 $ 103 Adjusted EBITDA: Hospital Operations $ 496 $ 240 $ 1,379 $ 1,074 Ambulatory Care 274 215 826 538 Conifer 85 96 261 256 Total $ 855 $ 551 $ 2,466 $ 1,868 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Depreciation and amortization: Hospital Operations $ 177 $ 184 $ 555 $ 536 Ambulatory Care 23 21 71 60 Conifer 9 10 28 28 Total $ 209 $ 215 $ 654 $ 624 Adjusted EBITDA $ 855 $ 551 $ 2,466 $ 1,868 Depreciation and amortization (209) (215) (654) (624) Impairment and restructuring charges, and acquisition-related costs (15) (57) (55) (166) Litigation and investigation costs (29) (9) (64) (13) Interest expense (227) (263) (702) (761) Loss from early extinguishment of debt (20) (312) (74) (316) Other non-operating income, net 7 — 16 3 Net gains on sales, consolidation and deconsolidation of facilities 412 1 427 4 Income (loss) from continuing operations, before income taxes $ 774 $ (304) $ 1,360 $ (5) |
BASIS OF PRESENTATION - Descrip
BASIS OF PRESENTATION - Description of Business and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2021outpatientCenterhospital | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of hospitals operated by subsidiaries | hospital | 60 |
Number of healthcare facilities | outpatientCenter | 460 |
BASIS OF PRESENTATION - COVID-1
BASIS OF PRESENTATION - COVID-19 Pandemic (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition | ||||||
Received cash payments | $ 2 | $ 178 | $ 65 | $ 890 | ||
Grant income | 3 | (66) | 53 | 445 | ||
Deferred revenue | 3 | 3 | $ 18 | |||
Contract liabilities | 1,218 | 1,218 | 659 | |||
Contract liabilities – long-term | 15 | 15 | 918 | |||
Accrued Compensation and Benefits | ||||||
Business Acquisition | ||||||
Deferred social security tax payments | 130 | 130 | 130 | |||
Other Long-Term Liabilities | ||||||
Business Acquisition | ||||||
Deferred social security tax payments | 130 | 130 | 130 | |||
Hospital Operations | ||||||
Business Acquisition | ||||||
Grant income | 2 | (57) | 30 | 417 | ||
Contract liabilities advance payments | 161 | 302 | ||||
Ambulatory Care | ||||||
Business Acquisition | ||||||
Grant income | (9) | 28 | ||||
Contract liabilities advance payments | 13 | 24 | ||||
Contract liabilities | 113 | 172 | 113 | 172 | 93 | $ 0 |
Contract liabilities – long-term | 0 | 0 | 0 | 0 | 83 | $ 0 |
Ambulatory Care | Grant | ||||||
Business Acquisition | ||||||
Grant income | 1 | 23 | ||||
Hospital Operations and Ambulatory Care | ||||||
Business Acquisition | ||||||
Contract liabilities | 1,144 | 1,144 | 603 | |||
Contract liabilities – long-term | 902 | |||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||
Business Acquisition | ||||||
Received cash payments | 4 | 27 | 42 | |||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Ambulatory Care | ||||||
Business Acquisition | ||||||
Grant income | 1 | $ (4) | 12 | $ 8 | ||
Contract liabilities advance payments | 14 | 26 | ||||
Contract liabilities | $ 78 | $ 78 | 51 | |||
Contract liabilities – long-term | $ 62 |
BASIS OF PRESENTATION - Cash an
BASIS OF PRESENTATION - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash and Cash Equivalents | |||
Cash and cash equivalents | $ 2,292 | $ 2,446 | |
Accrued property and equipment purchases for items received but not yet paid | 51 | 93 | |
Non-cancellable finance leases entered into | 81 | $ 75 | |
Non-cancellable operating leases liability entered into | 121 | $ 135 | |
Captive Insurance Subsidiaries | |||
Cash and Cash Equivalents | |||
Cash and cash equivalents | 169 | 166 | |
Accounts Payable | |||
Cash and Cash Equivalents | |||
Book overdrafts classified as accounts payable | 155 | 154 | |
Accrued property and equipment purchases for items received but not yet paid | $ 45 | $ 85 |
BASIS OF PRESENTATION - Other I
BASIS OF PRESENTATION - Other Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Other intangible assets | ||
Gross Carrying Amount | $ 2,806 | $ 2,884 |
Accumulated Amortization | (1,326) | (1,284) |
Net Book Value | 1,480 | 1,600 |
Capitalized software costs | ||
Other intangible assets | ||
Gross Carrying Amount | 1,732 | 1,800 |
Accumulated Amortization | (1,123) | (1,084) |
Net Book Value | 609 | 716 |
Trade names | ||
Other intangible assets | ||
Gross Carrying Amount | 102 | 102 |
Accumulated Amortization | 0 | 0 |
Net Book Value | 102 | 102 |
Contracts | ||
Other intangible assets | ||
Gross Carrying Amount | 870 | 872 |
Accumulated Amortization | (124) | (111) |
Net Book Value | 746 | 761 |
Other | ||
Other intangible assets | ||
Gross Carrying Amount | 102 | 110 |
Accumulated Amortization | (79) | (89) |
Net Book Value | $ 23 | $ 21 |
BASIS OF PRESENTATION - Amortiz
BASIS OF PRESENTATION - Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Amortization of intangible assets | ||
Total | $ 796 | |
2021 | 53 | |
2022 | 124 | |
2023 | 110 | |
2024 | 98 | |
2025 | 83 | |
Later Years | 328 | |
Amortization expense | $ 139 | $ 127 |
BASIS OF PRESENTATION - Investm
BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)hospital | Sep. 30, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Grant income | $ 3 | $ (66) | $ 53 | $ 445 |
Investee results reflected (percent) | 1 | |||
Net operating revenues | 4,894 | 4,557 | $ 14,629 | 12,725 |
Net income | 578 | (106) | 1,057 | 222 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Net operating revenues | 720 | 697 | 2,065 | 1,731 |
Net income | 178 | 167 | 540 | 414 |
Net income available to the investees | 108 | 101 | $ 325 | 253 |
Ambulatory Care | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of outpatient centers recorded not using equity method | hospital | 232 | |||
Number of outpatient centers recorded using equity method | hospital | 110 | |||
Number of outpatient centers | hospital | 342 | |||
Grant income | (9) | 28 | ||
Net operating revenues | 666 | 565 | $ 1,976 | 1,423 |
Ambulatory Care | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Grant income | $ 1 | $ (4) | $ 12 | $ 8 |
ACCOUNTS RECEIVABLE - Component
ACCOUNTS RECEIVABLE - Components (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 2,742 | $ 2,690 |
Continuing Operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Patient accounts receivable | 2,558 | 2,499 |
Estimated future recoveries | 139 | 156 |
Net cost reports and settlements receivable and valuation allowances | 44 | 34 |
Accounts receivable, net | 2,741 | 2,689 |
Discontinued operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 1 | $ 1 |
ACCOUNTS RECEIVABLE - Location
ACCOUNTS RECEIVABLE - Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Other current assets | $ 2,742 | $ 2,690 |
Liabilities: | ||
Other current liabilities | 1,100 | 1,207 |
California's Provider Fee Program | Other Current Assets | ||
ASSETS | ||
Other current assets | 257 | 378 |
California's Provider Fee Program | Other Assets | ||
ASSETS | ||
Investments and other assets | 318 | 206 |
California's Provider Fee Program | Other Current Liabilities | ||
Liabilities: | ||
Other current liabilities | 93 | 110 |
California's Provider Fee Program | Other Long-term Liabilities | ||
Liabilities: | ||
Other long-term liabilities | $ 98 | $ 56 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts receivable and allowance for doubtful accounts | ||||
Estimated costs of caring | $ 206 | $ 195 | $ 581 | $ 579 |
Uninsured patients | ||||
Accounts receivable and allowance for doubtful accounts | ||||
Estimated costs of caring | 181 | 165 | 507 | 466 |
Charity care patients | ||||
Accounts receivable and allowance for doubtful accounts | ||||
Estimated costs of caring | $ 25 | $ 30 | $ 74 | $ 113 |
CONTRACT BALANCES - Hospital Op
CONTRACT BALANCES - Hospital Operations and Ambulatory Care Segments (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Percentage of contract assets that meet the conditions for unconditional right to payment (percentage) | 91.00% | |
Contract Liability - Current Advances from Medicare | ||
Balance at beginning of period | $ 659 | |
Balance at end of period | 1,218 | |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 918 | |
Balance at end of period | 15 | |
Hospital Operations and Other | ||
Contract Assets | ||
Balance at beginning of period | 208 | $ 170 |
Balance at end of period | 190 | 171 |
Increase/(decrease) | (18) | 1 |
Contract Liability - Current Advances from Medicare | ||
Balance at beginning of period | 510 | 0 |
Balance at end of period | 1,031 | 1,270 |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 819 | 0 |
Balance at end of period | 0 | 0 |
Hospital Operations and Other | Short-term Contract with Customer | ||
Contract Liability - Current Advances from Medicare | ||
Increase/(decrease) | 521 | 1,270 |
Contract Liability-Long-term Deferred Revenue | ||
Increase/(decrease) | 521 | 1,270 |
Hospital Operations and Other | Long-term Contract with Customer | ||
Contract Liability - Current Advances from Medicare | ||
Increase/(decrease) | (819) | 0 |
Contract Liability-Long-term Deferred Revenue | ||
Increase/(decrease) | (819) | 0 |
Ambulatory Care | ||
Contract Liability - Current Advances from Medicare | ||
Balance at beginning of period | 93 | 0 |
Balance at end of period | 113 | 172 |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 83 | 0 |
Balance at end of period | 0 | 0 |
Ambulatory Care | Short-term Contract with Customer | ||
Contract Liability - Current Advances from Medicare | ||
Increase/(decrease) | 20 | 172 |
Contract Liability-Long-term Deferred Revenue | ||
Increase/(decrease) | 20 | 172 |
Ambulatory Care | Long-term Contract with Customer | ||
Contract Liability - Current Advances from Medicare | ||
Increase/(decrease) | (83) | 0 |
Contract Liability-Long-term Deferred Revenue | ||
Increase/(decrease) | $ (83) | $ 0 |
CONTRACT BALANCES - Ambulatory
CONTRACT BALANCES - Ambulatory Care Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities | $ 1,218 | $ 1,218 | $ 659 | ||
Contract liabilities – long-term | 15 | 15 | 918 | ||
Ambulatory Care | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities | 113 | 113 | 93 | $ 172 | $ 0 |
Contract liabilities – long-term | 0 | 0 | 83 | $ 0 | $ 0 |
Contract liabilities advance payments | 13 | 24 | |||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Ambulatory Care | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities | 78 | 78 | 51 | ||
Contract liabilities – long-term | $ 62 | ||||
Contract liabilities advance payments | $ 14 | $ 26 |
CONTRACT BALANCES - Conifer Seg
CONTRACT BALANCES - Conifer Segment (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Contract Liability-Current Deferred Revenue | ||
Balance at beginning of period | $ 659 | |
Balance at end of period | 1,218 | |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 918 | |
Balance at end of period | 15 | |
Conifer | ||
Receivables | ||
Balance at beginning of period | 56 | $ 26 |
Balance at end of period | 34 | 29 |
Increase/(decrease) | (22) | 3 |
Contract Asset-Unbilled Revenue | ||
Balance at beginning of period | 20 | 11 |
Balance at end of period | 14 | 13 |
Increase/(decrease) | (6) | 2 |
Contract Liability-Current Deferred Revenue | ||
Balance at beginning of period | 56 | 61 |
Balance at end of period | 74 | 58 |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 16 | 18 |
Balance at end of period | 15 | 17 |
Amount of revenue recognized included in current deferred revenue liability | 56 | 61 |
Conifer | Short-term Contract with Customer | ||
Contract Liability-Current Deferred Revenue | ||
Increase/(decrease) | 18 | (3) |
Contract Liability-Long-term Deferred Revenue | ||
Increase/(decrease) | 18 | (3) |
Conifer | Long-term Contract with Customer | ||
Contract Liability-Current Deferred Revenue | ||
Increase/(decrease) | (1) | (1) |
Contract Liability-Long-term Deferred Revenue | ||
Increase/(decrease) | $ (1) | $ (1) |
CONTRACT BALANCES - Contract Co
CONTRACT BALANCES - Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Amortization expense | $ 1 | $ 2 | $ 3 | $ 4 | |
Unamortized contract cost | $ 23 | $ 23 | $ 24 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2021hospital | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Miami-Area Hospitals | |||
Current Assets and Liabilities Held for Sale | |||
Number of hospitals for sale | hospital | 5 | ||
Gain on sale of properties | $ (409) | ||
Urgent Care Centers | |||
Current Assets and Liabilities Held for Sale | |||
Gain on sale of properties | $ 14 | ||
Philadelphia Building | |||
Current Assets and Liabilities Held for Sale | |||
Gain on sale of properties | $ 2 |
ASSETS AND LIABILITIES HELD F_4
ASSETS AND LIABILITIES HELD FOR SALE - Significant Disposals (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from continuing operations, before income taxes | $ 407 | $ 6 | $ 436 | $ 21 |
Miami area | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from continuing operations, before income taxes | $ 407 | $ 6 | $ 436 | $ 21 |
IMPAIRMENT AND RESTRUCTURING _2
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Impairment and restructuring charges, and acquisition-related costs | $ 15 | $ 57 | $ 55 | $ 166 |
Restructuring charges | 48 | 155 | ||
Impairment charges | 1 | 8 | ||
Acquisition costs | 6 | 3 | ||
Employee severance costs | 13 | 53 | ||
Other restructuring costs | 19 | 24 | ||
Contract and lease termination costs | 15 | |||
Ambulatory Care | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment charges | 1 | 5 | ||
Hospital Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment charges | 2 | |||
Conifer | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment charges | 1 | |||
Series of Individual Business Acquisitions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Acquisition-related transaction costs | 6 | 3 | ||
Global Business Center In The Republic Of Philippines | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring charges | $ 16 | 40 | ||
USPI Management Equity Plan | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring charges | $ 23 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Finance leases, mortgage and other notes | $ 372 | $ 403 | |
Unamortized issue costs and note discounts | (142) | (176) | |
Total long-term debt | 14,134 | 15,719 | |
Less current portion | 125 | 145 | |
Long-term debt, net of current portion | 14,009 | 15,574 | |
Senior Notes | 6.750% due 2023 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,872 | 1,872 | |
Stated interest rate, percentage | 6.75% | ||
Senior Notes | 7.000% due 2025 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 0 | 478 | |
Stated interest rate, percentage | 7.00% | ||
Senior Notes | 6.125% due 2028 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 2,500 | 2,500 | |
Stated interest rate, percentage | 6.125% | ||
Senior Notes | 6.875% due 2031 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 362 | 362 | |
Stated interest rate, percentage | 6.875% | ||
Senior Notes | 4.625% due 2024 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 770 | 1,870 | |
Stated interest rate, percentage | 4.625% | ||
Senior Notes | 4.625% due 2024 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 600 | 600 | |
Stated interest rate, percentage | 4.625% | ||
Senior Notes | 7.500% due 2025 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 700 | 700 | |
Stated interest rate, percentage | 7.50% | ||
Senior Notes | 4.875% due 2026 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 2,100 | 2,100 | |
Stated interest rate, percentage | 4.875% | ||
Senior Notes | 5.125% due 2027 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,500 | 1,500 | |
Stated interest rate, percentage | 5.125% | ||
Senior Notes | 4.625% due 2028 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 600 | 600 | |
Stated interest rate, percentage | 4.625% | ||
Senior Notes | 4.250% due 2029 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,400 | 0 | |
Stated interest rate, percentage | 4.25% | ||
Senior Notes | 5.125% due 2025 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 0 | 1,410 | |
Stated interest rate, percentage | 5.125% | ||
Senior Notes | 6.250% due 2027 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,500 | $ 1,500 | |
Stated interest rate, percentage | 6.25% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | Sep. 10, 2021USD ($) | Jun. 02, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)day | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jul. 29, 2020 | Jul. 28, 2020 | Mar. 31, 2020USD ($) | Feb. 29, 2020USD ($) |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Loss from early extinguishment of debt | $ 20,000,000 | $ 312,000,000 | $ 74,000,000 | $ 316,000,000 | |||||||||
Senior Notes | 4.625% due 2024 | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Repurchased face amount | $ 1,100,000,000 | ||||||||||||
Long term debt, face amount | 1,870,000,000 | ||||||||||||
Stated interest rate, percentage | 4.625% | 4.625% | |||||||||||
Debt instrument payment | $ 1,113,000,000 | ||||||||||||
Loss from early extinguishment of debt | $ 20,000,000 | ||||||||||||
Carrying amount | $ 770,000,000 | $ 770,000,000 | $ 1,870,000,000 | ||||||||||
Senior Notes | 4.250% due 2029 | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Long term debt, face amount | $ 1,400,000,000 | ||||||||||||
Stated interest rate, percentage | 4.25% | 4.25% | |||||||||||
Senior Notes | 5.125% due 2025 | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Repurchased face amount | $ 1,410,000,000 | ||||||||||||
Stated interest rate, percentage | 5.125% | ||||||||||||
Loss from early extinguishment of debt | $ 31,000,000 | ||||||||||||
Repayments of secure debt | $ 1,428,000,000 | ||||||||||||
Senior Notes | 7.000% due 2025 | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Repurchased face amount | $ 478,000,000 | ||||||||||||
Stated interest rate, percentage | 7.00% | ||||||||||||
Debt instrument payment | $ 495,000,000 | ||||||||||||
Loss from early extinguishment of debt | $ 23,000,000 | ||||||||||||
Carrying amount | $ 0 | $ 0 | $ 478,000,000 | ||||||||||
Credit Agreement | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Revolving credit facility, maximum borrowing capacity (up to) | 1,900,000,000 | 1,900,000,000 | $ 1,500,000,000 | ||||||||||
Line of credit facility, sub facility maximum available capacity | 200,000,000 | $ 200,000,000 | |||||||||||
Incremental period | 364 days | ||||||||||||
Carrying amount | 0 | $ 0 | |||||||||||
Standby letters of credit outstanding | 1,000,000 | 1,000,000 | |||||||||||
Amount available for borrowing under revolving credit facility | 1,802,000,000 | $ 1,802,000,000 | |||||||||||
Credit Agreement | Minimum | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Unused commitment fee (percentage) | 0.25% | ||||||||||||
Credit Agreement | Maximum | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Unused commitment fee (percentage) | 0.375% | ||||||||||||
Credit Agreement | Base rate | Minimum | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Margin on variable rate (percentage) | 0.25% | ||||||||||||
Credit Agreement | Base rate | Maximum | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Margin on variable rate (percentage) | 0.75% | ||||||||||||
Credit Agreement | LIBOR | Minimum | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Margin on variable rate (percentage) | 1.25% | ||||||||||||
Credit Agreement | LIBOR | Maximum | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Margin on variable rate (percentage) | 1.75% | ||||||||||||
Senior Secured Credit Facility Due 2024 | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Revolving credit facility, maximum borrowing capacity (up to) | $ 200,000,000 | $ 180,000,000 | |||||||||||
Standby letters of credit outstanding | $ 139,000,000 | $ 139,000,000 | |||||||||||
Maximum secured debt covenant ratio | 5 | 5 | 6 | 4.25 | |||||||||
Secured debt to EBITDA ratio | 3 | ||||||||||||
Interest rate on issued but undrawn letters of credit | 1.50% | ||||||||||||
Issuance fee, based on face amount (percentage) | 0.125% | ||||||||||||
Senior Secured Credit Facility Due 2024 | Minimum | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Unused commitment fee (percentage) | 0.25% | ||||||||||||
Senior Secured Credit Facility Due 2024 | Maximum | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Unused commitment fee (percentage) | 0.375% | ||||||||||||
Number of business days after notice, for reimbursement of amount drawn | day | 3 | ||||||||||||
Senior Secured Credit Facility Due 2024 | Base rate | |||||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||||
Margin on variable rate (percentage) | 0.50% |
GUARANTEES (Details)
GUARANTEES (Details) $ in Millions | Sep. 30, 2021USD ($) |
Income and Revenue Collection Guarantee | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | $ 156 |
Income and Revenue Collection Guarantee | Other Current Liabilities | |
GUARANTEES | |
Liability for the fair value of guarantees | 108 |
Guaranteed Investees of Third Parties | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | 103 |
Guaranteed Investees of Third Parties | Other Current Liabilities | |
GUARANTEES | |
Guarantee obligations for consolidated subsidiaries | $ 12 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based compensation costs, pretax | $ 43 | $ 38 |
EMPLOYEE BENEFIT PLANS - Stock
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Weighted Average Remaining Life | ||
Unrecognized compensation costs related to stock options | $ 1 | |
Stock Options | ||
Number of Options | ||
Outstanding at the beginning of the period (in shares) | 912,531 | |
Exercised (in shares) | (334,907) | (472,304) |
Outstanding at the end of the period (in shares) | 577,624 | |
Vested and expected to vest at the end of the period (in shares) | 577,624 | |
Exercisable at the end of the period (in shares) | 381,606 | |
Weighted Average Exercise Price Per Share | ||
Outstanding at the beginning of the period (in dollars per share) | $ 22.51 | |
Exercised (in dollars per share) | 20.67 | |
Outstanding at the end of the period (in dollars per share) | 23.58 | |
Vested and expected to vest at the end of the period (in dollars per share) | 23.58 | |
Exercisable at the end of the period (in dollars per share) | $ 21.16 | |
Aggregate Intrinsic Value | ||
Outstanding at the end of the period | $ 25 | |
Vested and expected to vest at the end of the period | 25 | |
Exercisable at the end of the period | $ 17 | |
Weighted Average Remaining Life | ||
Outstanding at the end of the period | 6 years 4 months 24 days | |
Vested and expected to vest at the end of the period | 6 years 4 months 24 days | |
Exercisable at the end of the period | 6 years | |
Exercised (in shares) | 334,907 | 472,304 |
Aggregate Intrinsic value of awards exercised | $ 12 | $ 3 |
Period for recognition of unrecognized compensation costs | 1 year |
EMPLOYEE BENEFIT PLANS - Range
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 577,624 |
Weighted Average Remaining Contractual Life | 6 years 4 months 24 days |
Weighted Average Exercise Price (in dollars per share) | $ 23.58 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 381,606 |
Weighted Average Exercise Price (in dollars per share) | $ 21.16 |
$18.99 to $20.609 | |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 350,422 |
Weighted Average Remaining Contractual Life | 6 years |
Weighted Average Exercise Price (in dollars per share) | $ 19.89 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 350,422 |
Weighted Average Exercise Price (in dollars per share) | $ 19.89 |
$20.61 to $35.430 | |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 227,202 |
Weighted Average Remaining Contractual Life | 7 years 1 month 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 29.26 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 31,184 |
Weighted Average Exercise Price (in dollars per share) | $ 35.43 |
Minimum | $18.99 to $20.609 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, low end of the range (in dollars per share) | 18.99 |
Minimum | $20.61 to $35.430 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, low end of the range (in dollars per share) | 20.61 |
Maximum | $18.99 to $20.609 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, high end of the range (in dollars per share) | 20.609 |
Maximum | $20.61 to $35.430 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, high end of the range (in dollars per share) | $ 35.430 |
EMPLOYEE BENEFIT PLANS - Restri
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |
May 31, 2020shares | Sep. 30, 2021USD ($)quarter$ / sharesshares | Sep. 30, 2020quartershares | |
USPI Management Equity Plan | |||
Number of Restricted Stock Units | |||
Unvested at the beginning of the period (in shares) | 2,025,056 | ||
Granted (in shares) | 76,990 | ||
Vested (in shares) | (383,937) | ||
Forfeited (in shares) | (205,794) | ||
Unvested at the end of the period (in shares) | 1,512,315 | ||
Weighted Average Grant Date Fair Value Per Unit | |||
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 34.13 | ||
Granted (in dollars per share) | $ / shares | 34.13 | ||
Vested (in dollars per share) | $ / shares | 34.13 | ||
Forfeited (in dollars per share) | $ / shares | 34.13 | ||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 34.13 | ||
Restricted Stock Units | |||
Number of Restricted Stock Units | |||
Unvested at the beginning of the period (in shares) | 2,095,206 | ||
Granted (in shares) | 884,468 | 1,720,004 | |
Vested (in shares) | (701,507) | ||
Forfeited (in shares) | (28,269) | ||
Unvested at the end of the period (in shares) | 2,249,898 | ||
Weighted Average Grant Date Fair Value Per Unit | |||
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 25.87 | ||
Granted (in dollars per share) | $ / shares | 58.38 | ||
Vested (in dollars per share) | $ / shares | 29.88 | ||
Forfeited (in dollars per share) | $ / shares | 35.48 | ||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 40.29 | ||
Unrecognized compensation costs | $ | $ 56 | ||
Period for recognition of unrecognized compensation costs | 1 year 10 months 24 days | ||
Restricted Stock Units | Minimum | |||
Weighted Average Grant Date Fair Value Per Unit | |||
Award vesting percentage | 0.00% | ||
Restricted Stock Units | Maximum | |||
Weighted Average Grant Date Fair Value Per Unit | |||
Award vesting percentage | 200.00% | ||
Restricted Stock Units | Senior Officer | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 80,128 | ||
Restricted Stock Units | Non-Employee Directors | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 103,434 | 39,738 | |
Restricted Stock Units | Time Based Vesting | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 547,421 | ||
Restricted Stock Units | Time Based Vesting | Director | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 1,372 | ||
Restricted Stock Units | Performance Based Vesting | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 297,309 | ||
Restricted Stock Units | Performance Based Vesting | Minimum | |||
Weighted Average Grant Date Fair Value Per Unit | |||
Award vesting percentage | 0.00% | ||
Restricted Stock Units | Performance Based Vesting | Maximum | |||
Weighted Average Grant Date Fair Value Per Unit | |||
Award vesting percentage | 200.00% | ||
Restricted Stock Units | Time Based Vesting, Three Year Period from Grant Date | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 261,997 | 583,335 | |
Weighted Average Grant Date Fair Value Per Unit | |||
Vesting period | 3 years | 3 years | |
Restricted Stock Units | Eight Quarter Vesting Period | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 189,215 | ||
Weighted Average Grant Date Fair Value Per Unit | |||
Vesting period, quarterly periods | quarter | 8 | ||
Restricted Stock Units | Tranche Three | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 28,676 | 13,805 | |
Restricted Stock Units | Tranche Four | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 53,341 | ||
Restricted Stock Units | Time Based Vesting, One Year From Grant Date | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 14,192 | ||
Restricted Stock Units | Performance based vesting on the third anniversary | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 243,076 | 475,422 | |
Restricted Stock Units | Performance Based Vesting On Fourth Anniversary | Senior Officer | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 53,341 | ||
Restricted Stock Units | Performance Based Vesting And Settled Immediately | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 892 | ||
Restricted Stock Units | Time Based Vesting, Four Year Period From Grant Date | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 104,167 | ||
Weighted Average Grant Date Fair Value Per Unit | |||
Vesting period | 4 years | ||
Restricted Stock Units | Eleven Quarter Vesting Period | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 359,713 | ||
Weighted Average Grant Date Fair Value Per Unit | |||
Vesting period, quarterly periods | quarter | 11 | ||
Restricted Stock Units, 2021-2022 Board Service Year | Non-Employee Directors | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 36,681 | ||
Additional Prorated Restricted Stock Units | Time Based Vesting | Director | |||
Number of Restricted Stock Units | |||
Granted (in shares) | 1,685 |
EMPLOYEE BENEFIT PLANS - Valuat
EMPLOYEE BENEFIT PLANS - Valuation of Restricted Stock Units (Details) - Restricted Stock Units | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 54.70% | |
Risk-free interest rate | 1.20% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 65.20% | |
Risk-free interest rate | 0.10% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 79.30% | |
Risk-free interest rate | 0.60% |
EMPLOYEE BENEFIT PLANS - USPI M
EMPLOYEE BENEFIT PLANS - USPI Management Equity Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payments to noncontrolling interest | $ 19 | $ 34 | |
USPI Management Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted in the period (in shares) | 76,990 | ||
USPI Management Equity Plan | United Surgical Partners International | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payments to noncontrolling interest | $ 4.6 | ||
Noncontrolling interest purchased during period through issuance of equity (in shares) | 0 | ||
Restricted Non-Voting Common Stock | USPI Management Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual right to receive shares of common stock for a stock based award (in shares) | 1 | ||
Awards granted in the period (in shares) | 76,990 | ||
Vesting period | 3 years | ||
Restricted Non-Voting Common Stock | USPI Management Equity Plan | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 20.00% | 20.00% | |
Restricted Non-Voting Common Stock | USPI Management Equity Plan | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 20.00% | 20.00% | |
Restricted Non-Voting Common Stock | USPI Management Equity Plan | Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 60.00% | 20.00% | |
Restricted Non-Voting Common Stock | USPI Management Equity Plan | Tranche Four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 40.00% |
EMPLOYEE BENEFIT PLANS - Employ
EMPLOYEE BENEFIT PLANS - Employee Retirement Plans (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)plan | Sep. 30, 2020USD ($) | |
Employee Retirement Plans | |||
Number of frozen plans | plan | 1 | ||
Salaries, Wages and Benefits Expense | |||
Employee Retirement Plans | |||
Service costs (less than in current year) | $ 1 | ||
Other Non-operating Income (Expense), Net | |||
Employee Retirement Plans | |||
Other components | $ (4) | $ 6 |
EQUITY - Changes in Shareholder
EQUITY - Changes in Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period | $ 1,169 | $ 1,016 | $ 937 | $ 633 | $ 503 | $ 437 | $ 937 | $ 437 |
Net income | 505 | 177 | 141 | (148) | 123 | 125 | ||
Distributions paid to noncontrolling interests | (51) | (43) | (61) | (46) | (8) | (40) | ||
Other comprehensive income (loss) | 3 | 5 | (1) | 4 | 1 | 1 | 7 | 6 |
Accretion of redeemable noncontrolling interests | (4) | (4) | (3) | (1) | (2) | (1) | ||
Purchases of businesses and noncontrolling interests, net | 3 | 3 | (9) | 62 | 0 | (15) | ||
Stock-based compensation expense and issuance of common stock | 10 | 15 | 12 | 18 | 16 | 10 | ||
Balances, end of period | $ 1,635 | $ 1,169 | $ 1,016 | $ 522 | $ 633 | 503 | $ 1,635 | 522 |
Cumulative Effect, Period of Adoption, Adjustment | ||||||||
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period | $ (14) | $ (14) | ||||||
Common Stock | ||||||||
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period (in shares) | 106,867 | 106,687 | 106,070 | 104,902 | 104,528 | 104,197 | 106,070 | 104,197 |
Balances, beginning of period | $ 8 | $ 8 | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 |
Stock-based compensation expense and issuance of common stock (in shares) | 202 | 180 | 617 | 505 | 374 | 331 | ||
Stock-based compensation expense and issuance of common stock | $ 1 | |||||||
Balances, end of period (in shares) | 107,069 | 106,867 | 106,687 | 105,407 | 104,902 | 104,528 | 107,069 | 105,407 |
Balances, end of period | $ 8 | $ 8 | $ 8 | $ 7 | $ 7 | $ 7 | $ 8 | $ 7 |
Additional Paid-In Capital | ||||||||
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period | 4,854 | 4,841 | 4,844 | 4,751 | 4,739 | 4,760 | 4,844 | 4,760 |
Accretion of redeemable noncontrolling interests | (4) | (4) | (3) | (1) | (2) | (1) | ||
Purchases of businesses and noncontrolling interests, net | 3 | 3 | (10) | 58 | (2) | (30) | ||
Stock-based compensation expense and issuance of common stock | 9 | 14 | 10 | 18 | 16 | 10 | ||
Balances, end of period | 4,862 | 4,854 | 4,841 | 4,826 | 4,751 | 4,739 | 4,862 | 4,826 |
Accumulated Other Comprehensive Loss | ||||||||
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period | (277) | (282) | (281) | (255) | (256) | (257) | (281) | (257) |
Other comprehensive income (loss) | 3 | 5 | (1) | 4 | 1 | 1 | ||
Balances, end of period | (274) | (277) | (282) | (251) | (255) | (256) | (274) | (251) |
Accumulated Deficit | ||||||||
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period | (1,912) | (2,031) | (2,128) | (2,346) | (2,434) | (2,513) | (2,128) | (2,513) |
Net income | 449 | 119 | 97 | (196) | 88 | 93 | ||
Balances, end of period | (1,463) | (1,912) | (2,031) | (2,542) | (2,346) | (2,434) | (1,463) | (2,542) |
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | ||||||||
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period | (14) | (14) | ||||||
Treasury Stock | ||||||||
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period | (2,412) | (2,413) | (2,414) | (2,414) | (2,414) | (2,414) | (2,414) | (2,414) |
Stock-based compensation expense and issuance of common stock | 1 | 1 | 1 | |||||
Balances, end of period | (2,411) | (2,412) | (2,413) | (2,414) | (2,414) | (2,414) | (2,411) | (2,414) |
Noncontrolling Interests | ||||||||
Changes in Shareholders' Equity | ||||||||
Balances, beginning of period | 908 | 893 | 909 | 890 | 861 | 854 | 909 | 854 |
Net income | 56 | 58 | 44 | 48 | 35 | 32 | ||
Distributions paid to noncontrolling interests | (51) | (43) | (61) | (46) | (8) | (40) | ||
Purchases of businesses and noncontrolling interests, net | 0 | 1 | 4 | 2 | 15 | |||
Balances, end of period | $ 913 | $ 908 | $ 893 | $ 896 | $ 890 | $ 861 | $ 913 | $ 896 |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stockholders equity balance | $ 1,635 | $ 1,169 | $ 1,016 | $ 522 | $ 633 | $ 503 | $ 1,635 | $ 522 | $ 937 | $ 437 |
Net income | 505 | 177 | 141 | (148) | 123 | 125 | ||||
Noncontrolling Interests | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stockholders equity balance | 913 | 908 | 893 | 896 | 890 | 861 | 913 | 896 | 909 | $ 854 |
Net income | 56 | $ 58 | $ 44 | $ 48 | $ 35 | $ 32 | ||||
Noncontrolling Interests | Hospital Operations | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stockholders equity balance | 130 | 130 | 116 | |||||||
Net income | 16 | 9 | ||||||||
Noncontrolling Interests | Ambulatory Care | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stockholders equity balance | $ 783 | 783 | $ 793 | |||||||
Net income | $ 142 | $ 106 |
NET OPERATING REVENUES - Source
NET OPERATING REVENUES - Sources of Net Operating Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | $ 4,894 | $ 4,557 | $ 14,629 | $ 12,725 |
Restatement Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 21 | 3 | ||
Ambulatory Care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 666 | 565 | 1,976 | 1,423 |
Conifer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 314 | 325 | 943 | 962 |
Operating Segments | Hospital Operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 4,030 | 3,803 | 12,072 | 10,725 |
Operating Segments | Ambulatory Care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 666 | 565 | 1,976 | 1,423 |
Operating Segments | Conifer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 314 | 325 | 943 | 962 |
Inter-segment eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | (116) | (136) | (362) | (385) |
Continuing Operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 4,894 | 4,557 | 14,629 | 12,725 |
Continuing Operations | Operating Segments | Hospital Operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 4,030 | 3,803 | 12,072 | 10,725 |
Continuing Operations | Operating Segments | Hospital Operations | Other Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 319 | 295 | 929 | 848 |
Continuing Operations | Operating Segments | Ambulatory Care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 666 | 565 | 1,976 | 1,423 |
Continuing Operations | Operating Segments | Conifer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 314 | 325 | 943 | 962 |
Continuing Operations | Inter-segment eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | (116) | (136) | (362) | (385) |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Medicare | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 616 | 662 | 2,001 | 1,964 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Medicaid | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 336 | 251 | 883 | 791 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Managed care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 2,567 | 2,374 | 7,592 | 6,519 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Uninsured | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 33 | 50 | 140 | 112 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Indemnity and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 159 | 171 | 527 | 491 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Total | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | $ 3,711 | $ 3,508 | $ 11,143 | $ 9,877 |
NET OPERATING REVENUES - Ambula
NET OPERATING REVENUES - Ambulatory Care (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | $ 4,894 | $ 4,557 | $ 14,629 | $ 12,725 |
Ambulatory Care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 666 | 565 | 1,976 | 1,423 |
Ambulatory Care | Net patient service revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 633 | 532 | 1,890 | 1,345 |
Ambulatory Care | Management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 21 | 23 | 64 | 60 |
Ambulatory Care | Revenue from other sources | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | $ 12 | $ 10 | $ 22 | $ 18 |
NET OPERATING REVENUES - Conife
NET OPERATING REVENUES - Conifer (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | $ 4,894 | $ 4,557 | $ 14,629 | $ 12,725 |
Conifer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 314 | 325 | 943 | 962 |
Conifer | Revenue Cycle Services | Tenet | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 112 | 132 | 350 | 375 |
Conifer | Revenue Cycle Services | Non-Tenet | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 178 | 170 | 522 | 518 |
Conifer | Other Services | Tenet | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | 4 | 4 | 12 | 10 |
Conifer | Other Services | Non-Tenet | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues | $ 20 | $ 19 | $ 59 | $ 59 |
Conifer | Revenue from other sources | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenues, percentage of total | 8.00% | 7.00% |
NET OPERATING REVENUES - Perfor
NET OPERATING REVENUES - Performance Obligations (Details) - Conifer $ in Millions | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 6,302 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 151 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 604 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 603 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 549 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 549 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 3,846 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
PROPERTY AND PROFESSIONAL AND_2
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Property Insurance (Details) - Scenario, Forecast $ in Millions | 12 Months Ended |
Mar. 31, 2022USD ($) | |
Insurance coverage | |
Property insurance, annual coverage limit | $ 850 |
Floods | |
Insurance coverage | |
Property insurance, maximum coverage per incident | 100 |
Earthquake | |
Insurance coverage | |
Property insurance, maximum coverage per incident | 200 |
Property insurance, deductible | 40 |
Windstorms | |
Insurance coverage | |
Property insurance, maximum coverage per incident | 200 |
Fire and other perils | |
Insurance coverage | |
Property insurance, maximum coverage per incident | $ 850 |
Flood, earthquake and windstorm | |
Insurance coverage | |
Insurance deductible as a percent | 5.00% |
Flood and windstorm | |
Insurance coverage | |
Property insurance, deductible | $ 25 |
New Madrid Fault Earthquakes | |
Insurance coverage | |
Insurance deductible as a percent | 2.00% |
Property insurance, deductible | $ 25 |
Other Catastrophic Events | |
Insurance coverage | |
Property insurance, deductible | $ 1 |
PROPERTY AND PROFESSIONAL AND_3
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Professional and General Liability Reserves (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Other Operating Expense, Net | |||
Insurance coverage | |||
Malpractice expense | $ 269 | $ 233 | |
Professional and General Liability Reserves | |||
Insurance coverage | |||
Self insurance reserve | $ 1,030 | $ 978 |
CLAIMS AND LAWSUITS - Reconcili
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Loss Contingency Accrual [Roll Forward] | ||||
Litigation reserve, balance at beginning of period | $ 26 | $ 86 | ||
Litigation and investigation costs | $ 29 | $ 9 | 64 | 13 |
Cash Payments | (44) | (84) | ||
Other | (5) | 0 | ||
Litigation reserve, balance at end of period | $ 41 | $ 15 | $ 41 | $ 15 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Narrative (Details) - United Surgical Partners International - Baylor University Medical Center | Sep. 30, 2021 | Apr. 01, 2017 |
Put Option | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Ownership percentage | 5.00% | |
Put Option | Maximum | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Purchasable equity In joint venture, percentage of total shares (percentage) | 0.333 | 0.3333 |
Call Option | Maximum | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Purchasable equity In joint venture, percentage of total shares (percentage) | 0.333 |
REDEEMABLE NONCONTROLLING INT_4
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Distributions paid to noncontrolling interests | $ (51) | $ (43) | $ (61) | $ (46) | $ (8) | $ (40) | ||
Redeemable Noncontrolling Interests | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balances at beginning of period | $ 1,952 | $ 1,506 | $ 1,952 | $ 1,506 | ||||
Net income | 234 | 122 | ||||||
Distributions paid to noncontrolling interests | (161) | (90) | ||||||
Accretion of redeemable noncontrolling interests | 11 | 4 | ||||||
Purchases (sales) of businesses and noncontrolling interests, net | 12 | (63) | ||||||
Balances at end of period | $ 2,048 | $ 1,479 | $ 2,048 | $ 1,479 |
REDEEMABLE NONCONTROLLING INT_5
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - Redeemable Noncontrolling Interests - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interests | $ 2,048 | $ 1,479 | $ 1,952 | $ 1,506 |
Net income available to redeemable noncontrolling interests | 234 | 122 | ||
Hospital Operations | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interests | 292 | 267 | ||
Net income available to redeemable noncontrolling interests | 18 | (17) | ||
Ambulatory Care | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interests | 1,292 | 1,273 | ||
Net income available to redeemable noncontrolling interests | 164 | 94 | ||
Conifer | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interests | 464 | $ 412 | ||
Net income available to redeemable noncontrolling interests | $ 52 | $ 45 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes | ||||
Income tax benefit (expense) | $ (197,000,000) | $ 197,000,000 | $ (303,000,000) | $ 227,000,000 |
Continued operations pre-tax earnings | 774,000,000 | (304,000,000) | 1,360,000,000 | (5,000,000) |
Current income tax benefit | 88,000,000 | |||
Increase (decrease) in estimated liabilities for uncertain tax positions, net of related deferred tax effects | 0 | |||
Unrecognized tax benefits | 31,000,000 | 31,000,000 | ||
Unrecognized tax benefits which, if recognized, would impact effective tax rate | 29,000,000 | 29,000,000 | ||
Interest and penalties related to accrued liabilities for uncertain tax positions, recognized | 0 | 0 | ||
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months | 0 | 0 | ||
Continuing Operations | ||||
Income Taxes | ||||
Income tax benefit (expense) | $ (197,000,000) | $ 197,000,000 | $ (303,000,000) | $ 227,000,000 |
INCOME TAXES - Federal Tax Reco
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
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 21% | $ 163 | $ (64) | $ 286 | $ (1) |
State income taxes, net of federal income tax benefit | 29 | (6) | 56 | 9 |
Tax benefit attributable to noncontrolling interests | (26) | (18) | (79) | (48) |
Nondeductible goodwill | 28 | 0 | 35 | 0 |
Nontaxable gains | 0 | 0 | 0 | 3 |
Stock-based compensation | (1) | 1 | (4) | 1 |
Change in valuation allowance | 0 | (113) | 0 | (201) |
Other items | 4 | 3 | 9 | 10 |
Income tax expense (benefit) | $ 197 | $ (197) | $ 303 | $ (227) |
EARNINGS (LOSS) PER COMMON SH_3
EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net Income Available (Loss Attributable) to Common Shareholders (Numerator) | ||||
Net income (loss) available to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share | $ 448 | $ (197) | $ 665 | $ (15) |
Net income (loss) available to Tenet Healthcare Corporation common shareholders for diluted earnings per share | $ 448 | $ (197) | $ 665 | $ (15) |
Weighted Average Shares (Denominator) | ||||
Net income (loss) available to Tenet Healthcare Corporation common shareholders for basic earnings per share (in shares) | 107,050 | 105,263 | 106,727 | 104,803 |
Effect of dilutive stock options, restricted stock units and deferred compensation units (in shares) | 1,711 | 0 | 1,738 | 0 |
Net income (loss) available to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in shares) | 108,761 | 105,263 | 108,465 | 104,803 |
Per-Share Amount | ||||
Net income (loss) available to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share (in dollars per share) | $ 4.18 | $ (1.87) | $ 6.23 | $ (0.14) |
Effect of dilutive stock options, restricted stock units and deferred compensation units (in dollars per share) | (0.06) | 0 | (0.10) | 0 |
Net income (loss) available to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in dollars per share) | $ 4.12 | $ (1.87) | $ 6.13 | $ (0.14) |
EARNINGS (LOSS) PER COMMON SH_4
EARNINGS (LOSS) PER COMMON SHARE - Antidilutive securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Employee stock options, restricted stock units and deferred compensation units | ||
Antidilutive securities | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,240 | 1,135 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Fair value of assets and liabilities measured on recurring basis | ||
Total | $ 623 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Total | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Total | 623 | |
Significant Unobservable Inputs (Level 3) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Total | 0 | |
Nonrecurring | ||
Fair value of assets and liabilities measured on recurring basis | ||
Long-lived assets held for sale | 140 | |
Long-lived assets held and used | 483 | |
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 | |
Nonrecurring | Significant Other Observable Inputs (Level 2) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Long-lived assets held for sale | 140 | |
Long-lived assets held and used | 483 | |
Nonrecurring | Significant Unobservable Inputs (Level 3) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Long-lived assets held for sale | 0 | |
Long-lived assets held and used | $ 0 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Estimated fair value of debt instrument as percentage of carrying value (percent) | 104.20% | 104.50% |
ACQUISITIONS - Preliminary purc
ACQUISITIONS - Preliminary purchase price allocations (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Final purchase price allocations | |||
Goodwill | $ 8,662 | $ 8,808 | |
Cash paid, net of cash acquired | (64) | $ (61) | |
Series of Individual Business Acquisitions | |||
Final purchase price allocations | |||
Current assets | 20 | 7 | |
Property and equipment | 26 | 15 | |
Other intangible assets | 1 | 8 | |
Goodwill | 65 | 78 | |
Other long-term assets, including previously held equity method investments | 8 | 6 | |
Current liabilities | (15) | (4) | |
Long-term liabilities | (10) | (6) | |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | (28) | (30) | |
Noncontrolling interests | (2) | (13) | |
Cash paid, net of cash acquired | (64) | (61) | |
Gains on consolidations | $ 1 | $ 0 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 8,662 | $ 8,808 | |
SurgeCenter Development | |||
Business Acquisition [Line Items] | |||
Goodwill | 65 | $ 78 | |
Transaction costs related to prospective and closed acquisitions | $ 6 | $ 3 |
SEGMENT INFORMATION - General I
SEGMENT INFORMATION - General Information and Customer Concentration (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021hospitalstatesurgeryCenter | Dec. 31, 2020hospital | Apr. 01, 2021imagingCenter | |
Segment Reporting Information [Line Items] | ||||
Number of hospitals operated by subsidiaries | 60 | |||
Conifer Health Solutions, LLC | ||||
Segment Reporting Information [Line Items] | ||||
Ownership percentage by parent (percent) | 76.00% | |||
Hospital Operations | ||||
Segment Reporting Information [Line Items] | ||||
Number of hospitals operated by subsidiaries | 60 | |||
Number of states where operations occur | state | 9 | |||
Number of imaging centers transferred | imagingCenter | 24 | |||
Hospital Operations | United Surgical Partners International | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of assets transferred between segments | 1.00% | |||
Ambulatory Care | United Surgical Partners International | ||||
Segment Reporting Information [Line Items] | ||||
Ownership percentage by parent (percent) | 95.00% | |||
Ambulatory Care | United Surgical Partners International | ||||
Segment Reporting Information [Line Items] | ||||
Number of states where operations occur | state | 31 | |||
Number of ambulatory surgery centers operated by subsidiaries | surgeryCenter | 318 | |||
Number of ambulatory surgery centers consolidated | surgeryCenter | 227 | |||
Number of surgical centers operated by subsidiaries | 24 | |||
Number of surgical hospitals consolidated | 5 | |||
Urgent Care Centers | United Surgical Partners International | ||||
Segment Reporting Information [Line Items] | ||||
Number of urgent care centers | 40 | |||
Conifer | Minimum | ||||
Segment Reporting Information [Line Items] | ||||
Number of hospitals to which segment of the entity provides revenue cycle services | 650 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Assets: | $ 25,913 | $ 25,913 | $ 27,106 | ||
Capital expenditures: | 111 | $ 86 | 354 | $ 374 | |
Net operating revenues | 4,894 | 4,557 | 14,629 | 12,725 | |
Equity in earnings of unconsolidated affiliates: | 45 | 44 | 141 | 103 | |
Adjusted EBITDA: | 855 | 551 | 2,466 | 1,868 | |
Depreciation and amortization: | 209 | 215 | 654 | 624 | |
Adjusted Segment EBITDA [Abstract] | |||||
Adjusted EBITDA | 855 | 551 | 2,466 | 1,868 | |
Depreciation and amortization | (209) | (215) | (654) | (624) | |
Impairment and restructuring charges, and acquisition-related costs | (15) | (57) | (55) | (166) | |
Litigation and investigation costs | (29) | (9) | (64) | (13) | |
Interest expense | (227) | (263) | (702) | (761) | |
Loss from early extinguishment of debt | (20) | (312) | (74) | (316) | |
Other non-operating income, net | 7 | 0 | 16 | 3 | |
Net gains on sales, consolidation and deconsolidation of facilities | 412 | 1 | 427 | 4 | |
Income (loss) from continuing operations, before income taxes | 774 | (304) | 1,360 | (5) | |
Inter-segment eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | (116) | (136) | (362) | (385) | |
Hospital Operations | |||||
Segment Reporting Information [Line Items] | |||||
Assets: | 17,126 | 17,126 | 18,048 | ||
Capital expenditures: | 95 | 71 | 295 | 328 | |
Equity in earnings of unconsolidated affiliates: | 2 | 3 | 11 | 1 | |
Adjusted EBITDA: | 496 | 240 | 1,379 | 1,074 | |
Depreciation and amortization: | 177 | 184 | 555 | 536 | |
Adjusted Segment EBITDA [Abstract] | |||||
Adjusted EBITDA | 496 | 240 | 1,379 | 1,074 | |
Depreciation and amortization | (177) | (184) | (555) | (536) | |
Hospital Operations | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | 4,030 | 3,803 | 12,072 | 10,725 | |
Ambulatory Care | |||||
Segment Reporting Information [Line Items] | |||||
Assets: | 7,846 | 7,846 | 8,048 | ||
Capital expenditures: | 14 | 11 | 49 | 32 | |
Net operating revenues | 666 | 565 | 1,976 | 1,423 | |
Equity in earnings of unconsolidated affiliates: | 43 | 41 | 130 | 102 | |
Adjusted EBITDA: | 274 | 215 | 826 | 538 | |
Depreciation and amortization: | 23 | 21 | 71 | 60 | |
Adjusted Segment EBITDA [Abstract] | |||||
Adjusted EBITDA | 274 | 215 | 826 | 538 | |
Depreciation and amortization | (23) | (21) | (71) | (60) | |
Ambulatory Care | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | 666 | 565 | 1,976 | 1,423 | |
Conifer | |||||
Segment Reporting Information [Line Items] | |||||
Assets: | 941 | 941 | $ 1,010 | ||
Capital expenditures: | 2 | 4 | 10 | 14 | |
Net operating revenues | 314 | 325 | 943 | 962 | |
Adjusted EBITDA: | 85 | 96 | 261 | 256 | |
Depreciation and amortization: | 9 | 10 | 28 | 28 | |
Adjusted Segment EBITDA [Abstract] | |||||
Adjusted EBITDA | 85 | 96 | 261 | 256 | |
Depreciation and amortization | (9) | (10) | (28) | (28) | |
Conifer | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | 314 | 325 | 943 | 962 | |
Conifer | Tenet | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | 116 | 136 | 362 | 385 | |
Conifer | Other clients | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | $ 198 | $ 189 | $ 581 | $ 577 |