Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5.4 | ||
Entity Common Stock, Shares Outstanding | 107,416,704 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement for the 2022 annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0000070318 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | New York Stock Exchange | |||
Entity 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 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 6.875% Senior Notes due 2031 | ||
Trading Symbol | THC31 | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Dallas, Texas |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,364 | $ 2,446 |
Accounts receivable | 2,770 | 2,690 |
Inventories of supplies, at cost | 384 | 368 |
Assets held for sale | 0 | 140 |
Other current assets | 1,557 | 1,503 |
Total current assets | 7,075 | 7,147 |
Investments and other assets | 3,254 | 2,534 |
Deferred income taxes | 65 | 325 |
Property and equipment, at cost, less accumulated depreciation and amortization ($5,960 at December 31, 2021 and $6,043 at December 31, 2020) | 6,427 | 6,692 |
Goodwill | 9,261 | 8,808 |
Other intangible assets, at cost, less accumulated amortization ($1,374 at December 31, 2021 and $1,284 at December 31, 2020) | 1,497 | 1,600 |
Total assets | 27,579 | 27,106 |
Current liabilities: | ||
Current portion of long-term debt | 135 | 145 |
Accounts payable | 1,300 | 1,207 |
Accrued compensation and benefits | 896 | 942 |
Professional and general liability reserves | 254 | 243 |
Accrued interest payable | 203 | 248 |
Liabilities held for sale | 0 | 70 |
Contract liabilities | 959 | 659 |
Other current liabilities | 1,362 | 1,333 |
Total current liabilities | 5,109 | 4,847 |
Long-term debt, net of current portion | 15,511 | 15,574 |
Professional and general liability reserves | 791 | 735 |
Defined benefit plan obligations | 421 | 497 |
Deferred income taxes | 36 | 29 |
Contract liabilities – long-term | 15 | 918 |
Other long-term liabilities | 1,439 | 1,617 |
Total liabilities | 23,322 | 24,217 |
Commitments and contingencies | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 2,203 | 1,952 |
Shareholders’ equity: | ||
Common stock, $0.05 par value; authorized 262,500,000 shares; 155,520,691 shares issued at December 31, 2021 and 154,407,524 shares issued at December 31, 2020 | 8 | 7 |
Additional paid-in capital | 4,877 | 4,844 |
Accumulated other comprehensive loss | (233) | (281) |
Accumulated deficit | (1,214) | (2,128) |
Common stock in treasury, at cost, 48,331,649 shares at December 31, 2021 and 48,337,947 shares at December 31, 2020 | (2,410) | (2,414) |
Total shareholders’ equity | 1,028 | 28 |
Noncontrolling interests | 1,026 | 909 |
Total equity | 2,054 | 937 |
Total liabilities and equity | $ 27,579 | $ 27,106 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation and amortization | $ 5,960 | $ 6,043 |
Other intangible assets, accumulated amortization | $ 1,374 | $ 1,284 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, number of shares authorized (in shares) | 262,500,000 | 262,500,000 |
Common stock, number of shares issued (in shares) | 155,520,691 | 154,407,524 |
Common stock, number of shares held in treasury (in shares) | 48,331,649 | 48,337,947 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net operating revenues | $ 19,485,000,000 | $ 17,640,000,000 | $ 18,479,000,000 |
Grant income | 191,000,000 | 882,000,000 | 0 |
Equity in earnings of unconsolidated affiliates | 218,000,000 | 169,000,000 | 175,000,000 |
Operating expenses: | |||
Salaries, wages and benefits | 8,878,000,000 | 8,418,000,000 | 8,698,000,000 |
Supplies | 3,328,000,000 | 2,982,000,000 | 3,057,000,000 |
Other operating expenses, net | 4,206,000,000 | 4,125,000,000 | 4,171,000,000 |
Depreciation and amortization | 855,000,000 | 857,000,000 | 850,000,000 |
Impairment and restructuring charges, and acquisition-related costs | 85,000,000 | 290,000,000 | 185,000,000 |
Litigation and investigation costs | 116,000,000 | 44,000,000 | 141,000,000 |
Net losses (gains) on sales, consolidation and deconsolidation of facilities | (445,000,000) | (14,000,000) | 15,000,000 |
Operating income | 2,871,000,000 | 1,989,000,000 | 1,537,000,000 |
Interest expense | (923,000,000) | (1,003,000,000) | (985,000,000) |
Other non-operating income (expense), net | 14,000,000 | 1,000,000 | (5,000,000) |
Loss from early extinguishment of debt | (74,000,000) | (316,000,000) | (227,000,000) |
Income from continuing operations, before income taxes | 1,888,000,000 | 671,000,000 | 320,000,000 |
Income tax benefit (expense) | (411,000,000) | 97,000,000 | (160,000,000) |
Income from continuing operations, before discontinued operations | 1,477,000,000 | 768,000,000 | 160,000,000 |
Discontinued operations: | |||
Income (loss) from operations | (1,000,000) | 0 | 15,000,000 |
Income tax expense | 0 | 0 | (4,000,000) |
Income (loss) from discontinued operations | (1,000,000) | 0 | 11,000,000 |
Net income | 1,476,000,000 | 768,000,000 | 171,000,000 |
Less: Net income available to noncontrolling interests | 562,000,000 | 369,000,000 | 386,000,000 |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | 914,000,000 | 399,000,000 | (215,000,000) |
Amounts available (attributable) to Tenet Healthcare Corporation common shareholders | |||
Income (loss) from continuing operations, net of tax | 915,000,000 | 399,000,000 | (226,000,000) |
Income (loss) from discontinued operations, net of tax | (1,000,000) | 0 | 11,000,000 |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ 914,000,000 | $ 399,000,000 | $ (215,000,000) |
Basic | |||
Continuing operations (in dollars per share) | $ 8.56 | $ 3.80 | $ (2.19) |
Discontinued operations (in dollars per share) | (0.01) | 0 | 0.11 |
Total earnings (loss) per share, Basic (in dollars per share) | 8.55 | 3.80 | (2.08) |
Diluted | |||
Continuing operations (in dollars per share) | 8.43 | 3.75 | (2.19) |
Discontinued operations (in dollars per share) | (0.01) | 0 | 0.11 |
Total earnings (loss) per share, Diluted (in dollars per share) | $ 8.42 | $ 3.75 | $ (2.08) |
Weighted average shares and dilutive securities outstanding (in thousands): | |||
Basic (in shares) | 106,833 | 105,010 | 103,398 |
Diluted (in shares) | 108,571 | 106,263 | 103,398 |
CONSOLIDATED STATEMENTS OF OTHE
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 1,476 | $ 768 | $ 171 |
Other comprehensive income (loss): | |||
Adjustments for defined benefit plans | 50 | (41) | (52) |
Amortization of net actuarial loss included in other non-operating income (expense), net | 11 | 9 | 10 |
Unrealized gain on debt securities held as available-for-sale | 0 | 1 | 0 |
Foreign currency translation adjustments and other | 1 | 0 | 0 |
Other comprehensive income (loss) before income taxes | 62 | (31) | (42) |
Income tax benefit (expense) related to items of other comprehensive income (loss) | (14) | 7 | 8 |
Total other comprehensive income (loss), net of tax | 48 | (24) | (34) |
Comprehensive net income | 1,524 | 744 | 137 |
Less: Comprehensive income to noncontrolling interests | 562 | 369 | 386 |
Comprehensive income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ 962 | $ 375 | $ (249) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2018 | 102,537 | ||||||||
Beginning balance at Dec. 31, 2018 | $ 624 | $ 1 | $ 7 | $ 4,747 | $ (223) | $ (2,299) | $ 1 | $ (2,414) | $ 806 |
Changes in Shareholders' Equity | |||||||||
Net income (loss) | (21) | (215) | 194 | ||||||
Distributions paid to noncontrolling interests | (162) | (162) | |||||||
Other comprehensive income (loss) | (34) | (34) | |||||||
Accretion of redeemable noncontrolling interests | (18) | (18) | |||||||
Purchases (sales) of businesses and noncontrolling interests, net | 9 | (7) | 16 | ||||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 1,660 | ||||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 38 | 38 | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 104,197 | ||||||||
Ending balance at Dec. 31, 2019 | 437 | $ (14) | $ 7 | 4,760 | (257) | (2,513) | $ (14) | (2,414) | 854 |
Changes in Shareholders' Equity | |||||||||
Net income (loss) | 582 | 399 | 183 | ||||||
Distributions paid to noncontrolling interests | (152) | (152) | |||||||
Other comprehensive income (loss) | (24) | (24) | |||||||
Accretion of redeemable noncontrolling interests | (4) | (4) | |||||||
Purchases (sales) of businesses and noncontrolling interests, net | 51 | 27 | 24 | ||||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 1,873 | ||||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 61 | 61 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 106,070 | ||||||||
Ending balance at Dec. 31, 2020 | 937 | $ 7 | 4,844 | (281) | (2,128) | (2,414) | 909 | ||
Changes in Shareholders' Equity | |||||||||
Net income (loss) | 1,140 | 914 | 226 | ||||||
Distributions paid to noncontrolling interests | (206) | (206) | |||||||
Other comprehensive income (loss) | 48 | 48 | |||||||
Accretion of redeemable noncontrolling interests | (11) | (11) | |||||||
Purchases (sales) of businesses and noncontrolling interests, net | 97 | 97 | |||||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 1,119 | ||||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 49 | $ 1 | 44 | 4 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 107,189 | ||||||||
Ending balance at Dec. 31, 2021 | $ 2,054 | $ 8 | $ 4,877 | $ (233) | $ (1,214) | $ (2,410) | $ 1,026 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||
Net income | $ 1,476 | $ 768 | $ 171 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 855 | 857 | 850 |
Deferred income tax expense (benefit) | 250 | (128) | 144 |
Stock-based compensation expense | 56 | 44 | 42 |
Impairment and restructuring charges, and acquisition-related costs | 85 | 290 | 185 |
Litigation and investigation costs | 116 | 44 | 141 |
Net losses (gains) on sales, consolidation and deconsolidation of facilities | (445) | (14) | 15 |
Loss from early extinguishment of debt | 74 | 316 | 227 |
Equity in earnings of unconsolidated affiliates, net of distributions received | (10) | (37) | (32) |
Amortization of debt discount and debt issuance costs | 33 | 38 | 35 |
Pre-tax loss (income) from discontinued operations | 1 | 0 | (15) |
Other items, net | (33) | (29) | (15) |
Changes in cash from operating assets and liabilities: | |||
Accounts receivable | (197) | 195 | (247) |
Inventories and other current assets | (52) | (145) | (94) |
Income taxes | 68 | 19 | 8 |
Accounts payable, accrued expenses, contract liabilities and other current liabilities | (584) | 1,302 | 12 |
Other long-term liabilities | 28 | 221 | 3 |
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (153) | (333) | (192) |
Net cash used in operating activities from discontinued operations, excluding income taxes | 0 | (1) | (5) |
Net cash provided by operating activities | 1,568 | 3,407 | 1,233 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (658) | (540) | (670) |
Purchases of businesses or joint venture interests, net of cash acquired | (1,220) | (1,177) | (25) |
Proceeds from sales of facilities and other assets — continuing operations | 1,248 | 77 | 63 |
Proceeds from sales of facilities and other assets — discontinued operations | 0 | 0 | 17 |
Proceeds from sales of marketable securities, long-term investments and other assets | 31 | 59 | 82 |
Purchases of marketable securities and equity investments | (108) | (44) | (62) |
Other items, net | (7) | 17 | (24) |
Net cash used in investing activities | (714) | (1,608) | (619) |
Cash flows from financing activities: | |||
Repayments of borrowings under credit facility | 0 | (740) | (2,640) |
Proceeds from borrowings under credit facility | 0 | 740 | 2,640 |
Repayments of other borrowings | (3,221) | (3,293) | (6,131) |
Proceeds from other borrowings | 2,872 | 3,818 | 5,719 |
Debt issuance costs | (31) | (48) | (70) |
Distributions paid to noncontrolling interests | (423) | (287) | (307) |
Proceeds from sale of noncontrolling interests | 25 | 14 | 21 |
Purchases of noncontrolling interests | (27) | (39) | (11) |
Medicare advances and grants received by unconsolidated affiliates, net of recoupment | (67) | 187 | 0 |
Other items, net | (64) | 33 | 16 |
Net cash provided by (used in) financing activities | (936) | 385 | (763) |
Net increase (decrease) in cash and cash equivalents | (82) | 2,184 | (149) |
Cash and cash equivalents at beginning of period | 2,446 | 262 | 411 |
Cash and cash equivalents at end of period | 2,364 | 2,446 | 262 |
Supplemental disclosures: | |||
Interest paid, net of capitalized interest | (937) | (962) | (946) |
Income tax payments, net | $ (92) | $ (12) | $ (12) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Description of Business Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Through an expansive care network that includes our subsidiary USPI Holding Company, Inc. (“USPI”), at December 31, 2021, we operated 60 hospitals and 535 other healthcare facilities. We hold noncontrolling interests in 167 of these facilities, which are recorded using the equity method of accounting. At December 31, 2021, we held an ownership interest in USPI of approximately 95%. We also operate Conifer Health Solutions, LLC through our Conifer Holdings, Inc. subsidiary (“Conifer”). We owned an interest of approximately 76% in Conifer Health Solutions, LLC at December 31, 2021. Our business consists of our Hospital Operations and other (“Hospital Operations”) segment, our Ambulatory Care segment and our Conifer segment. Our Hospital Operations segment is comprised of our acute care and specialty hospitals, imaging centers, ancillary outpatient facilities, micro‑hospitals and physician practices. Our Ambulatory Care segment is comprised of the operations of USPI, which holds ownership interests in ambulatory surgery centers and surgical hospitals. Our Conifer segment provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients. Basis of Presentation Our Consolidated Financial Statements include the accounts of Tenet and its wholly owned and majority‑owned subsidiaries. We eliminate intercompany accounts and transactions in consolidation, and we include the results of operations of businesses that are newly acquired in purchase transactions from their dates of acquisition. We account for significant investments in other affiliated companies using the equity method. We also utilize the equity method when we have the ability to exercise significant influence over the affiliated company, despite not holding a significant percentage of its ownership interest. Unless otherwise indicated, all financial and statistical data included in these notes to our Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per‑share amounts). Effective January 1, 2020, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016‑13, “Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016‑13”) using the modified retrospective transition approach as of the period of adoption. The amendments in this ASU required a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Upon adoption of ASU 2016‑13 on January 1, 2020, we recorded a cumulative effect adjustment to increase accumulated deficit by $14 million. Effective January 1, 2019, we adopted ASU 2016‑02, “Leases (Topic 842)” (“ASU 2016‑02”) using the modified retrospective transition approach as of the period of adoption. Our financial statements for periods prior to January 1, 2019 were not modified for the application of the new lease accounting standard. The main difference between the guidance in ASU 2016‑02 and previous accounting principles generally accepted in the United States of America (“GAAP”) is the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under previous GAAP. Upon adoption of ASU 2016‑02, we recorded $822 million of right‑of‑use assets, net of deferred rent, associated with operating leases in investments and other assets in our consolidated balance sheet, $147 million of current liabilities associated with operating leases in other current liabilities in our consolidated balance sheet and $715 million of long‑term liabilities associated with operating leases in other long‑term liabilities in our consolidated balance sheet. We also recognized $1 million of cumulative effect adjustment that decreased accumulated deficit at January 1, 2019. Certain prior‑year amounts have been reclassified to conform to the current year presentation. In our consolidated balance sheets, income tax receivable has been reclassified to other current assets, as it is no longer significant enough to present separately. In our 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. In addition, within the financing section of our statement of cash flows, proceeds from shares issued under stock ‑ based compensation plans, net of taxes paid related to net share settlement has been combined with other items, net. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in our 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. Although we believe all adjustments considered necessary for a fair presentation have been included, 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. COVID-19 Pandemic During 2020 and 2021, COVID-19 impacted all three segments of our business, as well as our patients, communities and employees. Federal, state and local authorities undertook several actions in 2020 and 2021 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. Among other things, the legislative actions taken by the federal government to respond to the COVID‑19 pandemic (collectively, the “COVID Acts”) authorized aggregate grant payments of $178 billion to be distributed through the Public Health and Social Services Emergency Fund (“PRF”) to health care providers who experienced lost revenues and increased expenses during the pandemic. The COVID Acts also revised the Medicare accelerated payment program 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 years ended December 31, 2021 and 2020, we received cash payments of $215 million and $974 million, including cash received by our unconsolidated affiliates, from the PRF and state and local grant programs. As a condition to receiving distributions, providers must agree to certain terms and conditions, including, among other things, that the funds are being used for lost revenues and unreimbursed COVID ‑ related costs as defined by the U.S. Department of Health and Human Services (“HHS”), and that the providers will not seek collection of out ‑ of ‑ pocket payments from a COVID ‑ 19 patient that are greater than what the patient would have otherwise been required to pay if the care had been provided by an in ‑ network provider. All recipients of PRF payments are required to comply with the reporting requirements described in the terms and conditions and as determined by the Secretary of HHS. In June 2021, 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 table below summarizes grant funds received by our Hospital Operations and Ambulatory Care segments and by our unconsolidated affiliates for which we provide cash management services during the years ended December 31, 2021 and 2020, and their location in the accompanying Consolidated Statements of Cash Flows. There was no grant fund activity during the year ended December 31, 2019. Years Ended December 31, 2021 2020 Grant payments received from COVID-19 relief programs: Included in cash flows from operating activities: Hospital Operations $ 142 $ 824 Ambulatory Care 36 76 $ 178 $ 900 Included in cash flows from financing activities: Unconsolidated affiliates for which we provide cash management services $ 37 $ 74 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 Ambulatory Care segments is presented in grant income and grant income recognized through our unconsolidated affiliates is presented in equity in earnings of unconsolida ted affiliates in the accompanying Consolidated Statements of Operations. The table below summarizes grant income recognized by our Hospital Operations and Ambulatory Care segments during the years ended December 31, 2021 and 2020. In addition, the table presents grant income recognized by our unconsolidated affiliates during 2021 and 2020, which is included in equity in earnings of unconsolidated affiliates in our consolidated statement of operations. No grant income was recognized during the year ended December 31, 2019. Years Ended December 31, 2021 2020 Grant income recognized from COVID-19 relief programs: Included in grant income: Hospital Operations $ 142 $ 823 Ambulatory Care 49 59 $ 191 $ 882 Included in equity in earnings of unconsolidated affiliates: Unconsolidated affiliates $ 14 $ 17 At December 31, 2021 and 2020, we had remaining deferred grant payment balances of $5 million and $18 million, respectively, which amounts were recorded in other current liabilities in the accompanying 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 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 unrecouped 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 year ended December 31, 2021. During the year ended December 31, 2021, $457 million of advances received by our Hospital Operations segment and $36 million of advances received by our Ambulatory Care segment were recouped through a reduction of our Medicare claims payments. Also in 2021, $40 million of advances received by our unconsolidated affiliates for which we provide cash management services were recouped through a reduction of those affiliates’ Medicare claims payments. In addition to the amounts recouped during the year ended December 31, 2021, our Ambulatory Care segment repaid $83 million of advances, including $64 million for advances received by our unconsolidated affiliates for which we provide cash management services. In the accompanying Consolidated Balance Sheets, advances totaling $880 million and $603 million were included in contract liabilities at December 31, 2021 and December 31, 2020, respectively, and advances totaling $902 million were included in contract liabilities – long term at December 31, 2020. Deferral of Employment Tax Payments— The COVID Acts permitted employers to defer payment of the 6.2% employer Social Security tax beginning March 27, 2020 through December 31, 2020. Deferred tax amounts are required to be paid in equal amounts over two years, with payments due in December 2021 and December 2022. We remitted the first portion of the deferred Social Security tax payments in December 2021. At December 31, 2021, deferred Social Security tax payments totaling $128 million were included in accrued compensation and benefits in the accompanying Consolidated Balance Sheets. Translation of Foreign Currencies We formed our Global Business Center (“GBC”) in the Philippines during the year ended December 31, 2019. The GBC’s accounts are measured in its local currency (the Philippine peso) and then translated into U.S. dollars. All assets and liabilities denominated in foreign currency are translated using the current rate of exchange at the balance sheet date. Results of operations denominated in foreign currency are translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. Net Operating Revenues We recognize net operating revenues in the period in which we satisfy our performance obligations under contracts by transferring services to our customers. Net operating revenues are recognized in the amounts we expect to be entitled to, which are the transaction prices allocated for the distinct services. 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 (“ Compact ”) 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, individual hospitals and physician practices. Net Patient Service Revenues— We report net patient service revenues at the amounts that reflect the consideration we expect to be entitled to in exchange for providing patient care. These amounts are due from patients, third ‑ party payers (including managed care payers and government programs) and others, and they include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews and investigations. Generally, we bill our patients and third‑party payers several days after the services are performed or shortly after discharge. Revenues are recognized as performance obligations are satisfied. We determine performance obligations based on the nature of the services we provide. We recognize revenues for performance obligations satisfied over time based on actual charges incurred in relation to total expected charges. We believe that this method provides a faithful depiction of the transfer of services over the term of performance obligations based on the inputs needed to satisfy the obligations. Generally, performance obligations satisfied over time relate to patients in our hospitals receiving inpatient acute care services. We measure performance obligations from admission to the point when there are no further services required for the patient, which is generally the time of discharge. We recognize revenues for performance obligations satisfied at a point in time, which generally relate to patients receiving outpatient services, when: (1) services are provided and (2) we do not believe the patient requires additional services. Because our patient service performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in FASB Accounting Standards Codification (“FASB ASC”) 606‑10‑50‑14(a) and, therefore, we are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above are primarily related to inpatient acute care services at the end of the reporting period. The performance obligations for these contracts are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period. We determine the transaction price based on gross charges for services provided, reduced by contractual adjustments provided to third‑party payers, discounts provided to uninsured patients in accordance with our Compact , and implicit price concessions provided primarily to uninsured patients. We determine our estimates of contractual adjustments and discounts based on contractual agreements, our discount policies and historical experience. We determine our estimate of implicit price concessions based on our historical collection experience with these classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Gross charges are retail charges. They are not the same as actual pricing, and they generally do not reflect what a hospital is ultimately paid and, therefore, are not displayed in our consolidated statements of operations. Hospitals are typically paid amounts that are negotiated with insurance companies or are set by the government. Gross charges are used to calculate Medicare outlier payments and to determine certain elements of payment under managed care contracts (such as stop‑loss payments). Because Medicare requires that a hospital’s gross charges be the same for all patients (regardless of payer category), gross charges are what hospitals charge all patients prior to the application of discounts and allowances. Revenues under the traditional fee‑for‑service (“FFS”) Medicare and Medicaid programs are based primarily on prospective payment systems. Retrospectively determined cost‑based revenues under these programs, which were more prevalent in earlier periods, and certain other payments, such as Indirect Medical Education, Direct Graduate Medical Education, disproportionate share hospital and bad debt expense reimbursement, which are based on our hospitals’ cost reports, are estimated using historical trends and current factors. Cost report settlements under these programs are subject to audit by Medicare and Medicaid auditors and administrative and judicial review, and it can take several years until final settlement of such matters is determined and completely resolved. Because the laws, regulations, instructions and rule interpretations governing Medicare and Medicaid reimbursement are complex and change frequently, the estimates we record could change by material amounts. We have a system and estimation process for recording Medicare net patient service revenue and estimated cost report settlements. As a result, we record accruals to reflect the expected final settlements on our cost reports. For filed cost reports, we record the accrual based on those cost reports and subsequent activity and record a valuation allowance against those cost reports based on historical settlement trends. The accrual for periods for which a cost report is yet to be filed is recorded based on estimates of what we expect to report on the filed cost reports, and a corresponding valuation allowance is recorded as previously described. Cost reports generally must be filed within five months after the end of the annual cost reporting period. After the cost report is filed, the accrual and corresponding valuation allowance may need to be adjusted. Settlements with third‑party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care using the most likely outcome method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. Revenues under managed care plans are based primarily on payment terms involving predetermined rates per diagnosis, per‑diem rates, discounted FFS rates and/or other similar contractual arrangements. These revenues are also subject to review and possible audit by the payers, which can take several years before they are completely resolved. The payers are billed for patient services on an individual patient basis. An individual patient’s bill is subject to adjustment on a patient‑by‑patient basis in the ordinary course of business by the payers following their review and adjudication of each particular bill. We estimate the discounts for contractual allowances at the individual hospital level utilizing billing data on an individual patient basis. At the end of each month, on an individual hospital basis, we estimate our expected reimbursement for patients of managed care plans based on the applicable contract terms. Contractual allowance estimates are periodically reviewed for accuracy by taking into consideration known contract terms, as well as payment history. We believe our estimation and review process enables us to identify instances on a timely basis where such estimates need to be revised. We do not believe there were any adjustments to estimates of patient bills that were material to our revenues. In addition, on a corporate‑wide basis, we do not record any general provision for adjustments to estimated contractual allowances for managed care plans. Managed care accounts, net of contractual allowances recorded, are further reduced to their net realizable value through implicit price concessions based on historical collection trends for these payers and other factors that affect the estimation process. We know of no claims, disputes or unsettled matters with any payer that would materially affect our revenues for which we have not adequately provided in the accompanying Consolidated Financial Statements. Generally, patients who are covered by third‑party payers are responsible for related co‑pays, co‑insurance and deductibles, which vary in amount. We also provide services to uninsured patients and offer uninsured patients a discount from standard charges. We estimate the transaction price for patients with co‑pays, co‑insurance and deductibles and for those who are uninsured based on historical collection experience and current market conditions. Under our Compact and other uninsured discount programs, the discount offered to certain uninsured patients is recognized as a contractual allowance, which reduces net operating revenues at the time the self‑pay accounts are recorded. The uninsured patient accounts, net of contractual allowances recorded, are further reduced to their net realizable value at the time they are recorded through implicit price concessions based on historical collection trends for self‑pay accounts and other factors that affect the estimation process. There are various factors that can impact collection trends, such as: changes in the economy, which in turn have an impact on unemployment rates and the number of uninsured and underinsured patients; the volume of patients through our emergency departments; the increased burden of co‑pays, co‑insurance amounts and deductibles to be made by patients with insurance; and business practices related to collection efforts. These factors continuously change and can have an impact on collection trends and our estimation process. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to net patient service revenues in the period of the change. We have provided implicit price concessions, primarily to uninsured patients and patients with co‑pays, co‑insurance and deductibles. The implicit price concessions included in estimating the transaction price represent the difference between amounts billed to patients and the amounts we expect to collect based on our collection history with similar patients. Although outcomes vary, our policy is to attempt to collect amounts due from patients, including co‑pays, co‑insurance and deductibles due from patients with insurance, at the time of service while complying with all federal and state statutes and regulations, including, but not limited to, the Emergency Medical Treatment and Active Labor Act (“EMTALA”). Generally, as required by EMTALA, patients may not be denied emergency treatment due to inability to pay. Therefore, services, including the legally required medical screening examination and stabilization of the patient, are performed without delaying to obtain insurance information. In non‑emergency circumstances or for elective procedures and services, it is our policy to verify insurance prior to a patient being treated; however, there are various exceptions that can occur. Such exceptions can include, for example, instances where (1) we are unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, (2) a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid or Victims of Crime, and it takes several days or weeks before qualification for such benefits is confirmed or denied, and (3) under physician orders we provide services to patients that require immediate treatment. We also provide charity care to patients who are financially unable to pay for the healthcare services they receive. Most patients who qualify for charity care are charged a per‑diem amount for services received, subject to a cap. Except for the per‑diem amounts, our policy is not to pursue collection of amounts determined to qualify as charity care; therefore, we do not report these amounts in net operating revenues. Patient advocates from Conifer’s Eligibility and Enrollment Services program screen patients in the hospital to determine whether those patients meet eligibility requirements for financial assistance programs. They also expedite the process of applying for these government programs. Conifer Revenues— Our Conifer segment recognizes revenue from its contracts when Conifer’s performance obligations are satisfied, which is generally as services are rendered. Revenue is recognized in an amount that reflects the consideration to which Conifer expects to be entitled. At contract inception, Conifer assesses the services specified in its contracts with customers and identifies a performance obligation for each distinct contracted service. Conifer identifies the performance obligations and considers all the services provided under the contract. Conifer generally considers the following distinct services as separate performance obligations: • revenue cycle management services; • value‑based care services; • patient communication and engagement services; • consulting services; and • other client‑defined projects. Conifer’s contracts generally consist of fixed‑price, volume‑based or contingency‑based fees. Conifer’s long‑term contracts typically provide for Conifer to deliver recurring monthly services over a multi‑year period. The contracts are typically priced such that Conifer’s monthly fee to its customer represents the value obtained by the customer in the month for those services. Such multi‑year service contracts may have upfront fees related to transition or integration work performed by Conifer to set up the delivery for the ongoing services. Such transition or integration work typically does not result in a separately identifiable obligation; thus, the fees and expenses related to such work are deferred and recognized over the life of the related contractual service period. For contracts in which the amortization period of the asset is one year or less, we have elected to apply the practical expedient provided by FASB ASC 340‑40‑25‑4 and expense these costs as incurred. Revenue for fixed‑priced contracts is typically recognized at the time of billing unless evidence suggests that the revenue is earned or Conifer’s obligations are fulfilled in a different pattern. Revenue for volume‑based contracts is typically recognized as the services are being performed at the contractually billable rate, which is generally a percentage of collections or a percentage of client net patient revenue. 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 $2.364 billion and $2.446 billion at December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, our book overdrafts were $226 million and $154 million, respectively, which were classified as accounts payable. At December 31, 2021 and 2020, $188 million and $166 million, respectively, of total cash and cash equivalents in the accompanying Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. At December 31, 2021, 2020 and 2019, we had $95 million, $93 million and $136 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $88 million, $85 million and $119 million, respectively, were included in accounts payable. Investments in Debt and Equity Securities We classify investments in debt securities as either available‑for‑sale, held‑to‑maturity or as part of a trading portfolio. Our policy is to classify investments in debt securities that may be needed for cash requirements as “available‑for‑sale.” At December 31, 2021, we had no significant investments in debt securities classified as either held‑to‑maturity or trading. We carry debt securities classified as available‑for‑sale at fair value. We report their unrealized gains and losses, net of taxes, as accumulated other comprehensive income (loss) unless we determine that a loss is other‑than‑temporary, at which point we would record a loss in our consolidated statements of operations. We carry equity securities at fair value, and we report their unrealized gains and losses in other non‑operating expense, net, in our consolidated statements of operations. If the equity security does not have a readily determinable fair value, the carrying value of the security is adjusted only when there is a price change that is observable from a transaction of an identical or similar investment. We include realized gains or losses in our consolidated statements of operations based on the specific identification method. Investments in Unconsolidated Affiliates We control 257 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 (166 of 423 at December 31, 2021), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsoli |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTSOur noncontrolling interests balances at December 31, 2021 and 2020 in the accompanying Consolidated Statements of Changes in Equity were comprised of $128 million and $116 million, respectively, from our Hospital Operations segment, and $898 million and $793 million, respectively, from our Ambulatory Care segment. Our net income attributable to noncontrolling interests for the years ended December 31, 2021, 2020 and 2019 were comprised of $21 million, $14 million and $16 million, respectively, from our Hospital Operations segment, and $205 million, $169 million and $178 million, respectively, from our Ambulatory Care segment. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable Additional Disclosures [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The principal components of accounts receivable are shown in the table below: December 31, 2021 2020 Continuing operations: Patient accounts receivable $ 2,600 $ 2,499 Estimated future recoveries 137 156 Net cost reports and settlements receivable and valuation allowances 33 34 2,770 2,689 Discontinued operations — 1 Accounts receivable, net $ 2,770 $ 2,690 Accounts that are pursued for collection through Conifer’s business offices are maintained on our hospitals’ books and reflected in patient accounts receivable. Patient accounts receivable, including billed accounts and certain unbilled accounts, as well as estimated amounts due from third‑party payers for retroactive adjustments, are receivables if our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. Estimated uncollectable amounts are generally considered implicit price concessions that are a direct reduction to patient accounts receivable rather than allowance for doubtful accounts. We also provide financial assistance through our charity and uninsured discount programs to uninsured patients who are unable to pay for the healthcare services they receive. Our policy is not to pursue collection of amounts determined to qualify for financial assistance; therefore, we do not report these amounts in net operating revenues. Most states include an estimate of the cost of charity care in the determination of a hospital’s eligibility for Medicaid disproportionate share hospital payments. These payments are intended to mitigate our cost of uncompensated care. Some states have also developed provider fee or other supplemental payment programs to mitigate the shortfall of Medicaid reimbursement compared to the cost of caring for Medicaid patients. We participate in various provider fee programs, which help reduce the amount of uncompensated care from indigent patients and those paying with Medicaid. The following table summarizes the amount and classification of assets and liabilities in the accompanying Consolidated Balance Sheets related to California’s provider fee program: December 31, 2021 2020 Assets: Other current assets $ 370 $ 378 Investments and other assets $ 213 $ 206 Liabilities: Other current liabilities $ 123 $ 110 Other long-term liabilities $ 60 $ 56 The following table shows our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses and which exclude the costs of our now-divested health plan businesses) of caring for our uninsured and charity patients: Years Ended December 31, 2021 2020 2019 Estimated costs for: Uninsured patients $ 650 $ 617 $ 664 Charity care patients 97 147 156 Total $ 747 $ 764 $ 820 |
CONTRACT BALANCES
CONTRACT BALANCES | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets at December 31, 2021 and 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 to disburse payments 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 . No additional advances were received during the year ended December 31, 2021. The advance payments received were recorded as contract liabilities in the accompanying Consolidated Balance Sheets at December 31, 2021 and 2020. The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment were as follows: Contract Liability – Contract Liability – Current Long-term Contract Assets Advances from Medicare Advances from Medicare December 31, 2020 $ 208 $ 510 $ 819 December 31, 2021 181 876 — Increase (decrease) $ (27) $ 366 $ (819) December 31, 2019 $ 170 $ — $ — December 31, 2020 208 510 819 Increase $ 38 $ 510 $ 819 Ambulatory Care Segment During the year ended December 31, 2020, our Ambulatory Care segment also received advance payments from the Medicare accelerated payment program. In addition to the advances received by our Ambulatory Care segment, contract liabilities and contract liabilities – long‑term in the accompanying Consolidated Balance Sheet included $51 million and $62 million, respectively, of Medicare advance payments received by our unconsolidated affiliates for which we provide cash management services at December 31, 2020. The opening and closing balances of contract liabilities for our Ambulatory Care segment were as follows: Contract Liability – Contract Liability – Current Long-term Advances from Medicare Advances from Medicare December 31, 2020 $ 93 $ 83 December 31, 2021 4 — Decrease $ (89) $ (83) December 31, 2019 $ — $ — December 31, 2020 93 83 Increase $ 93 $ 83 Conifer Segment The opening and closing balances of Conifer’s receivables, contract asset, and current and long‑term contract liabilities were 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 December 31, 2021 28 18 79 15 Increase (decrease) $ (28) $ (2) $ 23 $ (1) December 31, 2019 $ 26 $ 11 $ 61 $ 18 December 31, 2020 56 20 56 16 Increase (decrease) $ 30 $ 9 $ (5) $ (2) The differences 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 the accompanying 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 the accompanying Consolidated Balance Sheets. In the years ended December 31, 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 We recognized amortization expense related to deferred contract setup costs of $4 million in both of the years ended December 31, 2021 and 2020, and $5 million in the year ended December 31, 2019. At December 31, 2021 and 2020, the unamortized customer contract costs were $23 million and $24 million, respectively, and were presented as part of investments and other assets in the accompanying 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, individual hospitals and physician practices. The table below shows our sources of net operating revenues less implicit price concessions from continuing operations: Years Ended December 31, 2021 2020 2019 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 2,615 $ 2,695 $ 2,888 Medicaid 1,254 1,081 1,193 Managed care 9,985 9,022 9,516 Uninsured 199 162 92 Indemnity and other 706 658 679 Total 14,759 13,618 14,368 Other revenues (1) 1,223 1,172 1,154 Hospital Operations total prior to inter-segment eliminations 15,982 14,790 15,522 Ambulatory Care 2,718 2,072 2,158 Conifer 1,267 1,306 1,372 Inter-segment eliminations (482) (528) (573) Net operating revenues $ 19,485 $ 17,640 $ 18,479 (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 years ended December 31, 2021, 2020 and 2019 by $26 million, $6 million and $27 million, respectively. Estimated cost report settlements and valuation allowances were included in accounts receivable in the accompanying Consolidated Balance Sheets (see Note 3). 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: Years Ended December 31, 2021 2020 2019 Net patient service revenues $ 2,604 $ 1,960 $ 2,040 Management fees 86 86 95 Revenue from other sources 28 26 23 Net operating revenues $ 2,718 $ 2,072 $ 2,158 The table below shows the composition of net operating revenues for our Conifer segment: Years Ended December 31, 2021 2020 2019 Revenue cycle services – Tenet $ 467 $ 514 $ 556 Revenue cycle services – other customers 705 700 713 Other services – Tenet 15 14 17 Other services – other customers 80 78 86 Net operating revenues $ 1,267 $ 1,306 $ 1,372 Other services represented approximately 7% of Conifer’s revenue for the year ended December 31, 2021 and included 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. Years Ending December 31, Later Years Total 2022 2023 2024 2025 2026 Performance obligations $ 6,181 $ 606 $ 606 $ 552 $ 552 $ 552 $ 3,313 |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE I n August 2021, we completed the sale of five Miami‑area hospitals and certain related operations (the “Miami Hospitals”) held by our Hospital Operations segment. We recognized a pre‑tax gain on sale of $406 million during the year ended December 31, 2021, which was included in net losses (gains) on sales, consolidation and deconsolidation of facilities in the accompanying Consolidated Statement of Operations. 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 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 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 year ended December 31, 2021. In the fourth quarter of 2019, we reached a definitive agreement to sell two of our hospitals and other operations in the Memphis area and we classified the related assets and liabilities as held for sale in our consolidated balance sheet at December 31, 2019. Following action by the U.S. Federal Trade Commission to challenge the proposed transaction, we determined in December 2020 that we no longer intend to pursue the sale of the hospitals and related operations. These assets and liabilities were removed from assets and liabilities held for sale in December 2020 and reclassified as held and used in our consolidated balance sheet. In the first quarter of 2019, we completed the sale of three of our hospitals in the Chicago area, as well as other operations affiliated with the hospitals; these assets and liabilities were classified as held for sale beginning in the fourth quarter of 2017. Related to this transaction, we recorded loss on sale of $5 million and $14 million in the years ended December 31, 2020 and December 31, 2019, respectively. Gains and losses related to the sales described above were included in net losses (gains) on sales, consolidation and deconsolidation of facilities in the accompanying Consolidated Statements of Operations in the respective years in which they were realized. During the year ended December 31, 2019, we recognized an impairment charge of $26 million for the write‑down of assets held for sale to their estimated fair value, less estimated costs to sell, as a result of planned divestitures. No impairment charge was incurred during the years ended December 31, 2021 and 2020 related to planned divestitures. The following table provides information on significant components of our business that were recently disposed of: Years Ended December 31, 2021 2020 2019 Significant disposals: Income (loss) from continuing operations, before income taxes: Chicago-area hospitals (includes a $5 million loss on sale in the 2020 period and a $14 million loss on sale in the 2019 period) $ (2) $ 3 $ (19) Miami Hospitals (includes a $406 million gain on sale in 2021) 455 67 44 Total $ 453 $ 70 $ 25 |
IMPAIRMENT AND RESTRUCTURING CH
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Costs and Asset Impairment Charges [Abstract] | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTSWe recognized impairment charges on long‑lived assets in 2021, 2020 and 2019 because the fair values of those assets or groups of assets indicated that the carrying amount was not recoverable. The fair value estimates were derived from appraisals, established market values of comparable assets, or internal estimates of future net cash flows. These fair value estimates can change by material amounts in subsequent periods. Many factors and assumptions can impact the estimates, including the future financial results of the hospitals, how the hospitals are operated in the future, changes in healthcare industry trends and regulations, and the nature of the ultimate disposition of the assets. In certain cases, these fair value estimates assume the highest and best use of hospital assets in the future to a marketplace participant is other than as a hospital. In these cases, the estimates are based on the fair value of the real property and equipment if utilized other than as a hospital. The impairment recognized does not include the costs of closing the hospitals or other future operating costs, which could be substantial. Accordingly, the ultimate net cash realized from the hospitals, should we choose to sell them, could be significantly less than their impaired value. 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 negative trends occur that impact our future outlook, future impairments of long‑lived assets and goodwill may occur, and we may incur additional restructuring charges, which could be material. At December 31, 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 completed our annual impairment tests for goodwill as of October 1, 2021. 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 GBC. Certain restructuring and acquisition‑related costs are based on estimates. Changes in estimates are recognized as they occur. Year Ended December 31, 2021 During the year ended December 31, 2021, we recorded impairment and restructuring charges and acquisition‑related costs of $85 million, consisting of $57 million of restructuring charges, $8 million of impairment charges and $20 million of acquisition‑related costs. Restructuring charges consisted of $14 million of employee severance costs, $19 million related to the transition of various administrative functions to our GBC and $24 million of other restructuring costs. Impairments primarily consisted of charges to reduce the carrying value of certain management contract intangible assets held by our Ambulatory Care segment to their estimated fair value. Our impairment charges for the year ended December 31, 2021 were comprised of $5 million from our Ambulatory Care segment and $3 million from our Conifer segment. Acquisition‑related costs consisted of $20 million of transaction costs. Year Ended December 31, 2020 During the year ended December 31, 2020, we recorded impairment and restructuring charges and acquisition‑related costs of $290 million, consisting of $92 million of impairment charges, $184 million of restructuring charges and $14 million of acquisition‑related costs. Impairment charges included $76 million for the write‑down of hospital buildings to their estimated fair values, which assets are part of our Hospital Operations segment. Material adverse trends in our estimates of future undiscounted cash flows of the hospitals indicated the aggregate carrying value of the hospitals’ long‑lived assets was not recoverable from the estimated future cash flows. We believe the most significant factors contributing to the adverse financial trends included reductions in volumes of insured patients, shifts in payer mix from commercial to governmental payers combined with reductions in reimbursement rates from governmental payers, and high levels of uninsured patients. As a result, we updated the estimate of the fair value of the hospitals’ long‑lived assets and compared it to the aggregate carrying value of those assets. Because the fair value estimates were lower than the aggregate carrying value of the long‑lived assets, an impairment charge was recorded for the difference in the amounts. The aggregate carrying value of the hospitals’ assets held and used for which impairment charges were recorded was $483 million at December 31, 2020. We also recorded $16 million of other impairment charges. Restructuring charges consisted of $65 million of employee severance costs, $50 million related to the transitioning of various administrative functions to our GBC, $23 million of charges due to the termination of the USPI management equity plan, $14 million of contract and lease termination fees, and $32 million of other restructuring costs. Acquisition‑related costs consisted of $14 million of transaction costs. Our impairment charges for the year ended December 31, 2020 were comprised of $79 million from our Hospital Operations segment, $12 million from our Ambulatory Care segment and $1 million from our Conifer segment. Year Ended December 31, 2019 During the year ended December 31, 2019, we recorded impairment and restructuring charges and acquisition‑related costs of $185 million, consisting of $42 million of impairment charges, $137 million of restructuring charges and $6 million of acquisition‑related costs. Impairment charges consisted of $26 million of charges to write‑down assets held for sale to their estimated fair value, less estimated costs to sell, for certain of our Memphis-area facilities and $16 million of other impairment charges. Of the total impairment charges recognized for the year ended December 31, 2019, $31 million related to our Hospital Operations segment, $6 million related to our Ambulatory Care segment, and $5 million related to our Conifer segment. Restructuring charges consisted of $57 million of employee severance costs, $28 million related to the transitioning of various administrative functions to our GBC, $6 million of contract and lease termination fees, and $46 million of other restructuring costs. Acquisition‑related costs consisted of $6 million of transaction costs. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The following table presents the components of our right‑of‑use assets and liabilities related to leases and their classification in our Consolidated Balance Sheets at: December 31, Component of Lease Balances Classification in Consolidated Balance Sheet 2021 2020 Assets: Operating lease assets Investments and other assets $ 1,002 $ 1,062 Finance lease assets Property and equipment, at cost, less accumulated depreciation and amortization 333 345 Total leased assets $ 1,335 $ 1,407 Liabilities: Operating lease liabilities: Current Other current liabilities $ 201 $ 188 Long-term Other long-term liabilities 924 999 Total operating lease liabilities 1,125 1,187 Finance lease liabilities: Current Current portion of long-term debt 106 122 Long-term Long-term debt, net of current portion 176 151 Total finance lease liabilities 282 273 Total lease liabilities $ 1,407 $ 1,460 The following table presents the components of our lease expense and their classification in our Consolidated Statements of Operations: Component of Lease Expense Classification in Consolidated Statements of Operations Years Ended December 31, 2021 2020 2019 Operating lease expense Other operating expenses, net $ 241 $ 247 $ 211 Finance lease expense: Amortization of leased assets Depreciation and amortization 71 86 85 Interest on lease liabilities Interest expense 9 11 15 Total finance lease expense 80 97 100 Variable and short term-lease expense Other operating expenses, net 171 156 133 Total lease expense $ 492 $ 500 $ 444 The weighted‑average lease terms and discount rates for operating and finance leases are presented in the following table: Years Ended December 31, 2021 2020 2019 Weighted-average remaining lease term (years): Operating leases 7.5 7.9 7.8 Finance leases 5.7 5.7 5.4 Weighted-average discount rate: Operating leases 5.1 % 5.5 % 5.6 % Finance leases 5.4 % 5.6 % 5.5 % Cash flow and other information related to leases is included in the following table: Years Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 237 $ 239 $ 197 Operating cash outflows from finance leases $ 12 $ 15 $ 18 Financing cash outflows from finance leases $ 140 $ 154 $ 151 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 176 $ 304 $ 249 Finance leases $ 136 $ 98 $ 141 Future maturities of lease liabilities at December 31, 2021 are presented in the following table: Operating Leases Finance Leases Total 2022 $ 236 $ 116 $ 352 2023 211 76 287 2024 185 48 233 2025 156 16 172 2026 124 11 135 Later years 456 83 539 Total lease payments 1,368 350 1,718 Less: Imputed interest 243 68 311 Total lease obligations 1,125 282 1,407 Less: Current obligations 201 106 307 Long-term lease obligations $ 924 $ 176 $ 1,100 |
LEASES | LEASES The following table presents the components of our right‑of‑use assets and liabilities related to leases and their classification in our Consolidated Balance Sheets at: December 31, Component of Lease Balances Classification in Consolidated Balance Sheet 2021 2020 Assets: Operating lease assets Investments and other assets $ 1,002 $ 1,062 Finance lease assets Property and equipment, at cost, less accumulated depreciation and amortization 333 345 Total leased assets $ 1,335 $ 1,407 Liabilities: Operating lease liabilities: Current Other current liabilities $ 201 $ 188 Long-term Other long-term liabilities 924 999 Total operating lease liabilities 1,125 1,187 Finance lease liabilities: Current Current portion of long-term debt 106 122 Long-term Long-term debt, net of current portion 176 151 Total finance lease liabilities 282 273 Total lease liabilities $ 1,407 $ 1,460 The following table presents the components of our lease expense and their classification in our Consolidated Statements of Operations: Component of Lease Expense Classification in Consolidated Statements of Operations Years Ended December 31, 2021 2020 2019 Operating lease expense Other operating expenses, net $ 241 $ 247 $ 211 Finance lease expense: Amortization of leased assets Depreciation and amortization 71 86 85 Interest on lease liabilities Interest expense 9 11 15 Total finance lease expense 80 97 100 Variable and short term-lease expense Other operating expenses, net 171 156 133 Total lease expense $ 492 $ 500 $ 444 The weighted‑average lease terms and discount rates for operating and finance leases are presented in the following table: Years Ended December 31, 2021 2020 2019 Weighted-average remaining lease term (years): Operating leases 7.5 7.9 7.8 Finance leases 5.7 5.7 5.4 Weighted-average discount rate: Operating leases 5.1 % 5.5 % 5.6 % Finance leases 5.4 % 5.6 % 5.5 % Cash flow and other information related to leases is included in the following table: Years Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 237 $ 239 $ 197 Operating cash outflows from finance leases $ 12 $ 15 $ 18 Financing cash outflows from finance leases $ 140 $ 154 $ 151 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 176 $ 304 $ 249 Finance leases $ 136 $ 98 $ 141 Future maturities of lease liabilities at December 31, 2021 are presented in the following table: Operating Leases Finance Leases Total 2022 $ 236 $ 116 $ 352 2023 211 76 287 2024 185 48 233 2025 156 16 172 2026 124 11 135 Later years 456 83 539 Total lease payments 1,368 350 1,718 Less: Imputed interest 243 68 311 Total lease obligations 1,125 282 1,407 Less: Current obligations 201 106 307 Long-term lease obligations $ 924 $ 176 $ 1,100 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt and Lease Obligation [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The table below shows our long‑term debt included in the accompanying Consolidated Balance Sheets: December 31, 2021 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 — 4.375% due 2030 1,450 — 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 443 403 Unamortized issue costs and note discounts (151) (176) Total long-term debt 15,646 15,719 Less current portion 135 145 Long-term debt, net of current portion $ 15,511 $ 15,574 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 December 31, 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, $1.797 billion was available for borrowing at December 31, 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 depending on the type of loan at either (i) a base rate plus a margin ranging from 0.25% to 0.75% per annum, or (ii) the Euro Interbank Offered Rate 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 We have a letter of credit facility that provides for the issuance of standby and documentary letters of credit. 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. In July 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 ended December 31, 2021. At December 31, 2021, the effective maximum secured debt covenant was 4.25 to 1.00, where it will remain until maturity. 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 December 31, 2021, we had $139 million of standby letters of credit outstanding under the LC Facility and were in compliance with all applicable covenants and conditions. Senior Secured Notes and Senior Unsecured Notes On December 1, 2021, we issued $1.450 billion aggregate principal amount of 4.375% senior secured first lien notes, which will mature on January 15, 2030 (the “2030 Senior Secured First Lien Notes”). We will pay interest on the 2030 Senior Secured First Lien Notes semi‑annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2022. We used the net proceeds from the issuance of the 2030 Senior Secured First Lien Notes, after payment of fees and expenses, to finance the acquisition of the SCD Centers in December 2021 and for general corporate purposes. 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 the Miami Hospitals 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 pay interest on the 2029 Senior Secured First Lien Notes semi‑annually in arrears on June 1 and December 1 of each year, which payments commenced 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. In September 2020, we sold $2.500 billion aggregate principal amount of 6.125% senior notes, which will mature on October 1, 2028 (the “2028 Senior Notes”). We pay interest on the 2028 Senior Notes semi‑annually in arrears on April 1 and October 1 of each year, which payments commenced on April 1, 2021. The proceeds from the sale of the 2028 Senior Notes were used, after payment of fees and expenses, together with cash on hand, to finance the redemption of all $2.556 billion aggregate principal amount then outstanding of our 8.125% senior unsecured notes due 2022 (the “2022 Senior Notes”) for approximately $2.843 billion. In connection with the redemption, we recorded a loss from early extinguishment of debt of approximately $305 million in the three months ended September 30, 2020, primarily related to the difference between the purchase price and the par value of the 2022 Senior Notes, as well as the write‑off of associated unamortized issuance costs. Through a series of transactions during June, July and August 2020, we purchased approximately $244 million aggregate principal amount of our 2022 Senior Notes for approximately $256 million. In connection with the purchases, we recorded a loss from early extinguishment of debt totaling $15 million in the year ended December 31, 2020, primarily related to the differences between the purchase prices and the par values of the 2022 Senior Notes, as well as the write‑off of associated unamortized issuance costs. In June 2020, we sold $600 million aggregate principal amount of 4.625% senior secured first lien notes, which will mature on June 15, 2028 (the “2028 Senior Secured First Lien Notes”). We pay interest on the 2028 Senior Secured First Lien Notes semi‑annually in arrears on June 15 and December 15 of each year, which payments commenced on December 15, 2020. In April 2020, we sold $700 million aggregate principal amount of 7.500% senior secured first lien notes, which will mature on April 1, 2025 (the “2025 Senior Secured First Lien Notes”). We pay interest on the 2025 Senior Secured First Lien Notes semi‑annually in arrears on April 1 and October 1 of each year, which payments commenced on October 1, 2020. A portion of the proceeds from the sale of the 2025 Senior Secured First Lien Notes was used, after payment of fees and expenses, to repay the $500 million aggregate principal amount of borrowings outstanding under our Credit Agreement as of March 31, 2020. All of our senior secured notes are guaranteed by certain of our wholly owned domestic hospital company subsidiaries and secured by a pledge of the capital stock and other ownership interests of those subsidiaries on either a first lien or second lien basis, as indicated in the table above. All of our senior secured notes and the related subsidiary guarantees are our and the subsidiary guarantors’ senior secured obligations. All of our senior secured notes rank equally in right of payment with all of our other senior secured indebtedness. Our senior secured notes rank senior to any subordinated indebtedness that we or such subsidiary guarantors may incur; they are effectively senior to our and such subsidiary guarantors’ existing and future unsecured indebtedness and other liabilities to the extent of the value of the collateral securing the notes and the subsidiary guarantees; they are effectively subordinated to our and such subsidiary guarantors’ obligations under our Credit Agreement to the extent of the value of the collateral securing borrowings thereunder; and they are structurally subordinated to all obligations of our non‑guarantor subsidiaries. The indentures setting forth the terms of our senior secured notes contain provisions governing our ability to redeem the notes and the terms by which we may do so. At our option, we may redeem our senior secured notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the notes redeemed plus the make‑whole premium set forth in the related indenture, together with accrued and unpaid interest thereon, if any, to the redemption date. Certain series of the senior secured notes may also be redeemed, in whole or in part, at certain redemption prices set forth in the applicable indentures, together with accrued and unpaid interest. In addition, we may be required to purchase for cash all or any part of each series of our senior secured notes upon the occurrence of a change of control (as defined in the applicable indentures) for a cash purchase price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest. All of our senior unsecured notes are general unsecured senior debt obligations that rank equally in right of payment with all of our other unsecured senior indebtedness, but are effectively subordinated to our senior secured notes described above, the obligations of our subsidiaries and any obligations under our Credit Agreement to the extent of the value of the collateral. We may redeem any series of our senior unsecured notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a make‑whole premium specified in the applicable indenture, if any, together with accrued and unpaid interest to the redemption date. Covenants Credit Agreement. Our Credit Agreement contains customary covenants for an asset‑backed facility, including a minimum fixed charge coverage ratio to be met if the designated excess availability under the revolving credit facility falls below $150 million, as well as limits on debt, asset sales and prepayments of certain other debt. The Credit Agreement also includes a provision, which we believe is customary in receivables‑backed credit facilities, that gives our lenders the right to require that proceeds of collections of substantially all of our consolidated accounts receivable be applied directly to repay outstanding loans and other amounts that are due and payable under the Credit Agreement at any time that unused borrowing availability under the revolving credit facility is less than $150 million for three consecutive business days or if an event of default has occurred and is continuing thereunder. In that event, we would seek to re‑borrow under the Credit Agreement to satisfy our operating cash requirements. Our ability to borrow under the Credit Agreement is subject to conditions that we believe are customary in revolving credit facilities, including that no events of default then exist. Senior Secured Notes. The indentures governing our senior secured notes contain covenants that, among other things, restrict our ability and the ability of our subsidiaries to incur liens, consummate asset sales, enter into sale and lease‑back transactions or consolidate, merge or sell all or substantially all of our or their assets, other than in certain transactions between one or more of our wholly owned subsidiaries. These restrictions, however, are subject to a number of exceptions and qualifications. In particular, there are no restrictions on our ability or the ability of our subsidiaries to incur additional indebtedness, make restricted payments, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, enter into transactions with affiliates or make advances to, or invest in, other entities (including unaffiliated entities). In addition, the indentures governing our senior secured notes contain a covenant that neither we nor any of our subsidiaries will incur secured debt, unless at the time of and after giving effect to the incurrence of such debt, the aggregate amount of all such secured debt (including the aggregate principal amount of senior secured notes outstanding and any outstanding borrowings under our Credit Agreement at such time) does not exceed the amount that would cause the secured debt ratio (as defined in the indentures) to exceed 4.0 to 1.0. Senior Unsecured Notes. The indentures governing our senior unsecured notes contain covenants and conditions that have, among other requirements, limitations on (1) liens on “principal properties” and (2) sale and lease‑back transactions with respect to principal properties. A principal property is defined in the senior unsecured notes indentures as a hospital that has an asset value on our books in excess of 5% of our consolidated net tangible assets, as defined in such indentures. The above limitations do not apply, however, to (1) debt that is not secured by principal properties or (2) debt that is secured by principal properties if the aggregate of such secured debt does not exceed 15% of our consolidated net tangible assets, as further described in the indentures. The senior unsecured notes indentures also prohibit the consolidation, merger or sale of all or substantially all assets unless no event of default would result after giving effect to such transaction. Future Maturities Future long‑term debt maturities, including finance lease obligations were as follows as of December 31, 2021: Years Ending December 31, Later Years Total 2022 2023 2024 2025 2026 Long-term debt, including finance lease obligations $ 15,797 $ 135 $ 1,983 $ 1,446 $ 742 $ 2,120 $ 9,371 As discussed in Note 25, in February 2022, we announced the redemption of all $700 million aggregate principal amount outstanding of our 2025 Senior Secured First Lien Notes. These notes are included in the table above based on their stated maturity date. |
GUARANTEES
GUARANTEES | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees [Abstract] | |
GUARANTEES | GUARANTEES Consistent with our policy on physician relocation and recruitment, we provide income guarantee agreements to certain physicians who agree to relocate to fill a community need in the service area of one of our hospitals and commit to remain in practice in the area for a specified period of time. Under such agreements, we are required to make payments to the physicians in excess of the amounts they earn in their practices up to the amount of the income guarantee. The income guarantee periods are typically 12 months. If a physician does not fulfill his or her commitment period to the community, which is typically three years subsequent to the guarantee period, we seek recovery of the income guarantee payments from the physician on a prorated basis. We also provide revenue collection guarantees to hospital‑based physician groups providing certain services at our hospitals with terms generally ranging from one At December 31, 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 $122 million. We had a total liability of $104 million recorded for these guarantees included in other current liabilities in the accompanying Consolidated Balance Sheet at December 31, 2021. At December 31, 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 $94 million. Of the total, $12 million relates to the obligations of consolidated subsidiaries, which obligations were recorded in the accompanying Consolidated Balance Sheet at December 31, 2021. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans We have granted stock options and restricted stock units (“RSUs”) to certain of our employees and directors pursuant to our stock incentive plans. Stock options have an exercise price equal to the fair market value of the shares on the date of grant and generally expire 10 years from the date of grant. An RSU is a contractual right to receive one share of our common stock in the future, and the fair value of the RSU is based on our share price on the grant date. Typically, stock options and time‑based RSUs vest one‑third on each of the first three We also grant performance‑based stock options and performance‑based RSUs that vest subject to the achievement of specified performance goals within a specified time frame. The performance‑based RSUs may contain provisions that increase or decrease the number of RSUs that ultimately vest, depending upon the level of achievement. For certain of our performance‑based awards, the number of options or RSUs that ultimately vest is also subject to adjustment based on the achievement of a market‑based condition. These adjustments generally range from 0% to 200% of the number of RSUs initially granted. The fair value of awards that contain a market‑based condition is estimated using a discrete model to analyze the fair value of the subject shares. The discrete model utilizes multiple stock paths, through the use of a Monte Carlo simulation, which paths are then analyzed to determine the fair value of the subject shares. Pursuant to the terms of our stock‑based compensation plans, awards granted under the plan vest and may be exercised as determined by the human resources committee of our board of directors. In the event of a change in control, the human resources committee of our board of directors may, at its sole discretion without obtaining shareholder approval, accelerate the vesting or performance periods of the awards. At December 31, 2021, assuming outstanding performance‑based stock options and RSUs for which performance has not yet been determined will achieve target performance, approximately 5.3 million shares of common stock were available under our 2019 Stock Incentive Plan for future stock option grants and other equity incentive awards, including RSUs. The accompanying Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 include $56 million, $44 million and $42 million, respectively, of pre‑tax compensation costs related to our stock‑based compensation arrangements. The table below shows certain stock option and RSU grants and other awards, net of forfeitures, that comprise the stock‑based compensation expense recorded in the year ended December 31, 2021. Compensation cost is measured by the fair value of the awards on their grant dates and is recognized over the requisite service period of the awards, whether or not the awards had any intrinsic value during the period. Grant Date Awards Exercise Price Fair Value Stock-Based Compensation Expense for Year Ended December 31, 2021 (In Thousands) (In Millions) Stock options: February 27, 2019 188 $ 28.26 $ 12.49 $ 1 Restricted stock units: May 7, 2021 37 $ 47.99 2 February 24, 2021 585 $ 52.85 12 February 26, 2020 1,221 $ 27.80 15 February 27, 2019 790 $ 28.26 5 January 31, 2019 318 $ 21.99 2 Other grants (1) 661 $ 30.73 6 Other stock-based compensation plans: USPI management equity plan 1,883 $ 34.13 13 $ 56 (1) Per-share value presented is the weighted-average grant date fair value of the grants included. Grant dates range from June 2016 to September 2021 with per‑share grant date fair values ranging from $18.11 to $74.99. Stock Options The following table summarizes stock option activity during the years ended December 31, 2021, 2020 and 2019: Options Wtd. Avg. Aggregate Wtd. Avg (In Millions) Outstanding at December 31, 2018 2,262,743 $ 19.12 Granted 230,713 $ 28.28 Exercised (306,427) $ 18.05 Forfeited/Expired (226,037) $ 20.21 Outstanding at December 31, 2019 1,960,992 $ 20.24 Exercised (987,471) $ 17.96 Forfeited/Expired (60,990) $ 23.28 Outstanding at December 31, 2020 912,531 $ 22.51 Exercised (391,533) $ 20.66 Outstanding at December 31, 2021 520,998 $ 23.90 $ 30 6.2 years Vested and expected to vest at December 31, 2021 520,998 $ 23.90 $ 30 6.2 years Exercisable at December 31, 2021 324,980 $ 21.25 $ 20 5.7 years No stock options were granted during the years ended December 31, 2021 and 2020. There were 391,533 stock options exercised during the year ended December 31, 2021 with an aggregated intrinsic value of approximately $15 million, and 987,471 stock options exercised in 2020 with an aggregate intrinsic value of approximately $15 million. The following table summarizes information about our outstanding stock options at December 31, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Number of Wtd. Avg. Wtd. Avg. Number of Wtd. Avg. $18.99 to $20.609 293,796 5.6 years $ 19.75 293,796 $ 19.75 $20.61 to $35.430 227,202 6.9 years 29.26 31,184 35.43 520,998 6.2 years $ 23.90 324,980 $ 21.25 As of December 31, 2021, 57.0% of all our outstanding options were held by current employees and 43.0% were held by former employees. Of our outstanding options, 100% were in‑the‑money, that is, they had exercise price less than the $81.69 market price of our common stock on December 31, 2021. In-the-Money Options Out-of-the-Money Options All Options Outstanding % of Total Outstanding % of Total Outstanding % of Total Current employees 296,916 57.0 % — — % 296,916 57.0 % Former employees 224,082 43.0 % — — % 224,082 43.0 % Totals 520,998 100.0 % — — 520,998 100.0 % % of all outstanding options 100.0 % — % 100.0 % Restricted Stock Units The following table summarizes RSU activity during the years ended December 31, 2021, 2020 and 2019: Restricted Stock Units Wtd. Avg. Grant Date Fair Value Per Unit Unvested at December 31, 2018 1,884,130 $ 32.25 Granted 1,481,021 $ 27.87 Vested (1,562,191) $ 36.45 Forfeited (339,461) $ 24.74 Unvested at December 31, 2019 1,463,499 $ 25.08 Granted 1,767,730 $ 27.72 Vested (825,727) $ 25.66 Forfeited (310,296) $ 32.09 Unvested at December 31, 2020 2,095,206 $ 25.87 Granted 900,018 $ 58.61 Vested (765,814) $ 30.51 Forfeited (58,208) $ 37.60 Unvested at December 31, 2021 2,171,202 $ 40.51 During the year ended December 31, 2021 we granted 561,788 RSUs that vest based on the passage of time. The granted RSUs vest as follows: • 263,180 RSUs vest and settle ratably over a three‑year period from the grant date; • 189,215 RSUs vest and settle ratably over eight quarterly periods from the grant date; • 53,341 RSUs vest and settle on the fourth anniversary of the grant date; • 33,351 RSUs vest and settle on the third anniversary of the grant date; • 14,192 RSUs vested on December 31, 2021 and settled in January 2022; and • 8,509 RSUs, one-third of which vest and settle on the second anniversary of the grant date and the remainder of which vest and settle on the fourth anniversary. During the year ended December 31, 2021 we granted 298,492 performance-based RSUs which vest as follows: • 244,259 RSUs vest and settle on the third anniversary of the grant date, contingent upon the achievement of performance goals for the years 2021 to 2023; • 53,341 RSUs vest and settle on the fourth anniversary of the grant date, contingent upon the achievement of performance goals for the years 2021 to 2025; and • 892 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2018. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 297,600 unvested RSUs granted, depending upon our level of achievement with respect to the performance goals. During the year ended December 31, 2021, we also granted 39,738 RSUs to our non‑employee directors. These consisted of 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. During the year ended December 31, 2020 we granted 1,084,883 RSUs that vest based on the passage of time. The granted RSUs vest as follows: • 607,198 RSUs vest and settle ratably over a three‑year period from the grant date; • 359,713 RSUs vest and settle ratably over 11 quarterly periods from the grant date; • 104,167 RSUs vest and settle ratably over a four-year period from the grant date; and • 13,805 RSUs vest and settle on the third anniversary of the grant date. During the year ended December 31, 2020 we granted 579,413 performance-based RSUs which vest as follows: • 499,285 RSUs vest and settle on the third anniversary of the grant date, contingent upon the achievement of performance goals for the years 2020 to 2022 and • 80,128 RSUs vest and settle on the fourth anniversary of the grant date, contingent upon the achievement of performance goals for the years 2020 to 2023, all of which were subsequently forfeited. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 499,285 remaining RSUs granted, depending upon our level of achievement with respect to the performance goals. 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 the third anniversary of the date of the grant. As of December 31, 2021, there were $47 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 1.7 years. 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: Years Ended December 31, 2021 2020 Expected volatility 65.2% - 79.3% 54.7 % Risk-free interest rate 0.1% - 0.6% 1.2 % USPI Management Equity Plan 2015 USPI Management Equity Plan In 2015, USPI adopted the USPI Holding Company, Inc. 2015 Stock Incentive Plan (“2015 USPI Management Equity Plan”) under which it granted non-qualified options to purchase nonvoting shares of USPI’s outstanding common stock to eligible plan participants, allowing the recipient to participate in incremental growth in the value of USPI from the applicable grant date. Under the 2015 USPI Management Equity Plan, the total pool of options consisted of approximately 10% of USPI’s fully diluted outstanding common stock. Options had an exercise price equal to the estimated fair market value of USPI’s common stock on the date of grant. The option awards were structured such that they had a three three In February 2020, the 2015 USPI Management Equity Plan and all unvested options granted under the plan were terminated in accordance with the terms of the plan. USPI repurchased all vested options and all shares of USPI stock acquired upon exercise of an option for approximately $35 million. 2020 USPI Management Equity Plan In February 2020, USPI adopted the USPI Holding Company, Inc. Restricted Stock Plan (“2020 USPI Management Equity Plan”) to replace the terminated 2015 USPI Management Equity Plan. Under the 2020 USPI Management Equity Plan, USPI grants RSUs representing a contractual right to receive one share of USPI’s non‑voting common stock in the future. The vesting of RSUs granted under the plan varies based on the terms of the underlying award agreement. Once the requisite holding period is met, during specified times, 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 year ended December 31, 2021 and 2020: Number of Wtd. Avg. Grant Inception of Plan Granted 2,556,353 $ 34.13 Forfeited (531,297) $ 34.13 Unvested at December 31, 2020 2,025,056 $ 34.13 Granted 76,990 $ 34.13 Vested (388,588) $ 34.13 Forfeited (218,576) $ 34.13 Unvested at December 31, 2021 1,494,882 $ 34.13 During the year ended December 31, 2021, USPI granted 76,990 RSUs under its 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. In 2020, USPI granted 2,556,333 RSUs, 20% of which vest 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. During the year ended December 31, 2021, USPI paid $9.0 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 year ended December 31, 2021. At December 31, 2021, 1,494,882 RSUs were outstanding under USPI’s management equity plan, all of which are expected to vest. The accompanying Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 included $13 million, $12 million and $11 million, respectively, of pre-tax compensation costs related to USPI’s management equity plans. Employee Stock Purchase Plan We have an employee stock purchase plan under which we are currently authorized to issue up to 4,070,363 shares of common stock to our eligible employees. As of December 31, 2021, there were approximately 2.7 million shares available for issuance under our employee stock purchase plan. Under the terms of the plan, eligible employees may elect to have between 1% and 10% of their base earnings withheld each quarter to purchase shares of our common stock. Shares are purchased at a price equal to 95% of the closing price on the last day of the quarter. The plan requires a one‑year holding period for all shares issued. The holding period does not apply upon termination of employment. Under the plan, no individual may purchase, in any year, shares with a fair market value in excess of $25,000. The plan is currently not considered to be compensatory. We issued the following numbers of shares under our employee stock purchase plan: Years Ended December 31, 2021 2020 2019 Number of shares 89,865 254,767 215,422 Weighted average price $ 63.01 $ 19.97 $ 24.44 Employee Retirement Plans Substantially all of our employees, upon qualification, are eligible to participate in one of our defined contribution 401(k) plans. Under the plans, employees may contribute a portion of their eligible compensation, which we may match with employer contributions at our discretion. Employer matching contributions will vary by plan. Plan expenses, primarily related to our contributions to the plans, were $98 million, $119 million and $127 million for the years ended December 31, 2021, 2020 and 2019, respectively. Such amounts are reflected in salaries, wages and benefits in the accompanying Consolidated Statements of Operations. We maintain three frozen non‑qualified defined benefit pension plans (“SERPs”) that provide supplemental retirement benefits to certain of our current and former executives. These plans are not funded, and plan obligations for these plans are paid from our working capital. Pension benefits are generally based on years of service and compensation. Upon completing the acquisition of Vanguard Health Systems, Inc. on October 1, 2013, we assumed a frozen qualified defined benefit plan (“DMC Pension Plan”) covering substantially all of the employees of our Detroit market that were hired prior to June 1, 2003. The benefits paid under the DMC Pension Plan are primarily based on years of service and final average earnings. During the year ended December 31, 2019, the Society of Actuaries issued a new mortality base table (Pri‑2012), which we incorporated into the estimates of our defined benefit plan obligations beginning December 31, 2019. During the years ended December 31, 2021 and 2020, the Society of Actuaries issued new mortality improvement scales (MP‑2021 and MP‑2020, respectively), which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2021 and 2020. These changes to our mortality assumptions increased our projected benefit obligations as of December 31, 2021 by approximately $5 million and decreased our projected benefit obligations as of December 31, 2020 by approximately $39 million. The following tables summarize the balance sheet impact, as well as the benefit obligations, funded status and rate assumptions associated with the SERPs and the DMC Pension Plan based on actuarial valuations prepared: December 31, 2021 2020 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,429) $ (1,369) Interest cost (36) (47) Actuarial gain (loss) 42 (92) Benefits paid 110 79 Ending obligations (1,313) (1,429) Fair value of plans assets Beginning plan assets 869 790 Gain on plan assets 62 98 Employer contribution 22 38 Benefits paid (86) (57) Ending plan assets 867 869 Funded status of plans $ (446) $ (560) (1) The accumulated benefit obligation at December 31, 2021 and 2020 was approximately $1.311 billion and $1.426 billion, respectively. December 31, 2021 2020 Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (25) $ (63) Other long-term liability $ (421) $ (497) Accumulated other comprehensive loss $ 294 $ 355 SERP Assumptions: Discount rate 3.00 % 2.75 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2021 December 31, 2020 DMC Pension Plan Assumptions: Discount rate 2.89 % 2.53 % Compensation increase rate Frozen Frozen Measurement date December 31, 2021 December 31, 2020 The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2021 2020 2019 Interest costs $ 36 $ 47 $ 58 Expected return on plan assets (53) (48) (46) Amortization of net actuarial loss 11 9 10 Special termination benefit costs — — 1 Net periodic benefit cost (income) $ (6) $ 8 $ 23 SERP Assumptions: Discount rate 2.75 % 3.50 % 4.50 % Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2021 January 1, 2020 January 1, 2019 Census date January 1, 2021 January 1, 2020 January 1, 2019 DMC Pension Plan Assumptions: Discount rate 2.53 % 3.60 % 4.62 % Long-term rate of return on assets 6.25 % 6.25 % 6.50 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2021 January 1, 2020 January 1, 2019 Census date January 1, 2021 January 1, 2020 January 1, 2019 Net periodic benefit costs for the current year are based on assumptions determined at the valuation date of the prior year for the SERPs and the DMC Pension Plan. We recorded gain (loss) adjustments of $61 million, $(32) million and $(42) million in other comprehensive income in the years ended December 31, 2021, 2020 and 2019, respectively, to recognize changes in the funded status of our SERPs and the DMC Pension Plan. Changes in the funded status are recorded as a direct increase or decrease to shareholders’ equity through accumulated other comprehensive loss. Net actuarial gains (losses) of $50 million, $(41) million and $(52) million were recognized during the years ended December 31, 2021, 2020 and 2019, respectively, and the amortization of net actuarial loss of $11 million, $9 million and $10 million for the years ended December 31, 2021, 2020 and 2019, respectively, were recognized in other comprehensive income. Actuarial gain (loss) affecting the benefit obligation during the years ended December 31, 2021, 2020 and 2019 are primarily attributable to changes in the discount rate utilized for the SERP and DMC Pension Plan. Cumulative net actuarial losses of $294 million, $355 million and $323 million as of December 31, 2021, 2020 and 2019, respectively. There were no unrecognized prior service costs at December 31, 2021 and 2020, and unrecognized prior service costs of less than $1 million at December 31, 2019 that had not yet been recognized as components of net periodic benefit cost. To develop the expected long‑term rate of return on plan assets assumption, the DMC Pension Plan considers the current level of expected returns on risk‑free investments (primarily government bonds), the historical level of risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns on each asset class. The expected return for each asset class is then weighted based on the target asset allocation to develop the expected long‑term rate of return on assets assumption for the portfolio. The weighted‑average asset allocations by asset category as of December 31, 2021, were as follows: Asset Category Target Actual Cash and cash equivalents — % 1 % Equity securities 32 % 28 % Debt securities 58 % 59 % Alternative investments 11 % 11 % The DMC Pension Plan assets are invested in public commingled vehicles, segregated separately managed accounts, and private commingled vehicles, all of which are managed by professional investment management firms. The objective for all asset categories is to maximize total return without assuming undue risk exposure. The DMC Pension Plan maintains a well‑diversified asset allocation that meets these objectives. The DMC Pension Plan assets are largely comprised of cash and cash equivalents, including but not limited to money market funds and repurchase agreements secured by U.S. Treasury or federal agency obligations, equity securities, including but not limited to the publicly traded shares of U.S. companies with various market capitalizations in addition to international and convertible securities, debt securities including, but not limited to, domestic and foreign government obligations, corporate bonds, and mortgage‑backed securities, and alternative investments. Alternative investments is a broadly defined asset category with the objective of diversifying the overall portfolio, complementing traditional equity and fixed‑income securities and improving the overall performance consistency of the portfolio. Alternative investments may include, but are not limited to, diversified hedge funds in the form of professionally managed pooled limited partnership investments and investments in private markets via professionally managed pooled limited partnership interests. In each investment account, the DMC Pension Plan investment managers are responsible for monitoring and reacting to economic indicators, such as gross domestic product, consumer price index and U.S. monetary policy that may affect the performance of their account. The performance of all managers and the aggregate asset allocation are formally reviewed on a quarterly basis. The current asset allocation objective is to maintain a certain percentage within each asset class allowing for deviation within the established range for each asset class. The portfolio is rebalanced on an as‑needed basis to keep these allocations within the accepted ranges. The following tables summarize the DMC Pension Plan assets measured at fair value on a recurring basis as of December 31, 2021 and 2020, aggregated by the level in the fair value hierarchy within which those measurements are determined. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. We consider a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices for similar assets, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. December 31, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents $ 11 $ 11 $ — $ — Equity securities 242 242 — — Debt Securities: U.S. government obligations 67 67 — — Corporate debt securities 448 448 — — Alternative investments: Private equity securities 57 — — 57 Real estate securities 16 16 — — Hedge funds 26 — — 26 $ 867 $ 784 $ — $ 83 December 31, 2020 Level 1 Level 2 Level 3 Cash and cash equivalents $ 44 $ 44 $ — $ — Equity securities 484 484 — — Debt Securities: U.S. government obligations 76 76 — — Corporate debt securities 240 240 — — Alternative investments: Private equity securities 8 — — 8 Hedge funds 17 — 17 — $ 869 $ 844 $ 17 $ 8 The following table presents the estimated future benefit payments to be made from the SERPs and the DMC Pension Plan, a portion of which will be funded from plan assets, for the next five years and in the aggregate for the five years thereafter: Years Ending December 31, Five Years Thereafter Total 2022 2023 2024 2025 2026 Estimated benefit payments $ 828 $ 83 $ 84 $ 85 $ 85 $ 85 $ 406 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The principal components of property and equipment are shown in the table below: December 31, 2021 2020 Land $ 635 $ 612 Buildings and improvements 6,652 6,985 Construction in progress 166 33 Equipment 4,455 4,593 Finance lease assets 479 512 12,387 12,735 Accumulated depreciation and amortization (5,960) (6,043) Net property and equipment $ 6,427 $ 6,692 Property and equipment is stated at cost, less accumulated depreciation and amortization and impairment write‑downs related to assets held and used. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The following table provides information on changes in the carrying amount of goodwill, which was included in the accompanying Consolidated Balance Sheets: December 31, 2021 2020 Hospital Operations Goodwill at beginning of period: Goodwill $ 5,375 $ 5,338 Accumulated impairment losses (2,430) (2,430) 2,945 2,908 Goodwill transferred from Ambulatory Care segment 41 — Goodwill related to assets held for sale and disposed (178) 37 Goodwill at end of period $ 2,808 $ 2,945 Goodwill at end of period: Goodwill $ 5,238 $ 5,375 Accumulated impairment losses (2,430) (2,430) Goodwill at end of period $ 2,808 $ 2,945 Ambulatory Care Goodwill at beginning of period $ 5,258 $ 3,739 Goodwill acquired during the year and purchase price allocation adjustments 664 1,581 Goodwill transferred to Hospital Operations segment (41) — Goodwill related to assets held for sale and disposed or deconsolidated facilities (33) (62) Goodwill at end of period $ 5,848 $ 5,258 Conifer Goodwill at beginning of period $ 605 $ 605 Goodwill acquired during the year and purchase price allocation adjustments — — Goodwill related to assets held for sale and disposed or deconsolidated facilities — — Goodwill at end of period $ 605 $ 605 There were no accumulated impairment losses related to the goodwill in our Ambulatory Care and Conifer segments at December 31, 2021 and 2020. The following table provides information regarding other intangible assets, which were included in the accompanying Consolidated Balance Sheets as of December 31, 2021 and 2020: Gross Accumulated Net Book At December 31, 2021: Capitalized software costs $ 1,770 $ (1,165) $ 605 Trade names 102 — 102 Contracts 897 (128) 769 Other 102 (81) 21 Total $ 2,871 $ (1,374) $ 1,497 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 as of December 31, 2021 was as follows: Total Years Ending December 31, Later Years 2022 2023 2024 2025 2026 Amortization of intangible assets $ 786 $ 147 $ 119 $ 108 $ 94 $ 73 $ 245 We recognized amortization expense of $188 million, $172 million and $188 million in the accompanying Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019, respectively. |
INVESTMENTS AND OTHER ASSETS
INVESTMENTS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS AND OTHER ASSETS | INVESTMENTS AND OTHER ASSETS The principal components of investments and other assets in the accompanying Consolidated Balance Sheets are as follows: December 31, 2021 2020 Marketable securities $ 9 $ 3 Equity investments in unconsolidated healthcare entities 1,806 1,024 Total investments 1,815 1,027 Cash surrender value of life insurance policies 47 42 Long-term deposits 57 67 California provider fee program receivables 213 206 Operating lease assets 1,002 1,062 Land held for expansion, other long-term receivables and other assets 120 130 Investments and other assets $ 3,254 $ 2,534 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Our accumulated other comprehensive loss is comprised of the following: December 31, 2021 2020 Adjustments for defined benefit plans $ (232) $ (281) Foreign currency translation adjustments and other (1) — Accumulated other comprehensive loss $ (233) $ (281) |
NET OPERATING REVENUES
NET OPERATING REVENUES | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets at December 31, 2021 and 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 to disburse payments 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 . No additional advances were received during the year ended December 31, 2021. The advance payments received were recorded as contract liabilities in the accompanying Consolidated Balance Sheets at December 31, 2021 and 2020. The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment were as follows: Contract Liability – Contract Liability – Current Long-term Contract Assets Advances from Medicare Advances from Medicare December 31, 2020 $ 208 $ 510 $ 819 December 31, 2021 181 876 — Increase (decrease) $ (27) $ 366 $ (819) December 31, 2019 $ 170 $ — $ — December 31, 2020 208 510 819 Increase $ 38 $ 510 $ 819 Ambulatory Care Segment During the year ended December 31, 2020, our Ambulatory Care segment also received advance payments from the Medicare accelerated payment program. In addition to the advances received by our Ambulatory Care segment, contract liabilities and contract liabilities – long‑term in the accompanying Consolidated Balance Sheet included $51 million and $62 million, respectively, of Medicare advance payments received by our unconsolidated affiliates for which we provide cash management services at December 31, 2020. The opening and closing balances of contract liabilities for our Ambulatory Care segment were as follows: Contract Liability – Contract Liability – Current Long-term Advances from Medicare Advances from Medicare December 31, 2020 $ 93 $ 83 December 31, 2021 4 — Decrease $ (89) $ (83) December 31, 2019 $ — $ — December 31, 2020 93 83 Increase $ 93 $ 83 Conifer Segment The opening and closing balances of Conifer’s receivables, contract asset, and current and long‑term contract liabilities were 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 December 31, 2021 28 18 79 15 Increase (decrease) $ (28) $ (2) $ 23 $ (1) December 31, 2019 $ 26 $ 11 $ 61 $ 18 December 31, 2020 56 20 56 16 Increase (decrease) $ 30 $ 9 $ (5) $ (2) The differences 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 the accompanying 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 the accompanying Consolidated Balance Sheets. In the years ended December 31, 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 We recognized amortization expense related to deferred contract setup costs of $4 million in both of the years ended December 31, 2021 and 2020, and $5 million in the year ended December 31, 2019. At December 31, 2021 and 2020, the unamortized customer contract costs were $23 million and $24 million, respectively, and were presented as part of investments and other assets in the accompanying 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, individual hospitals and physician practices. The table below shows our sources of net operating revenues less implicit price concessions from continuing operations: Years Ended December 31, 2021 2020 2019 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 2,615 $ 2,695 $ 2,888 Medicaid 1,254 1,081 1,193 Managed care 9,985 9,022 9,516 Uninsured 199 162 92 Indemnity and other 706 658 679 Total 14,759 13,618 14,368 Other revenues (1) 1,223 1,172 1,154 Hospital Operations total prior to inter-segment eliminations 15,982 14,790 15,522 Ambulatory Care 2,718 2,072 2,158 Conifer 1,267 1,306 1,372 Inter-segment eliminations (482) (528) (573) Net operating revenues $ 19,485 $ 17,640 $ 18,479 (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 years ended December 31, 2021, 2020 and 2019 by $26 million, $6 million and $27 million, respectively. Estimated cost report settlements and valuation allowances were included in accounts receivable in the accompanying Consolidated Balance Sheets (see Note 3). 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: Years Ended December 31, 2021 2020 2019 Net patient service revenues $ 2,604 $ 1,960 $ 2,040 Management fees 86 86 95 Revenue from other sources 28 26 23 Net operating revenues $ 2,718 $ 2,072 $ 2,158 The table below shows the composition of net operating revenues for our Conifer segment: Years Ended December 31, 2021 2020 2019 Revenue cycle services – Tenet $ 467 $ 514 $ 556 Revenue cycle services – other customers 705 700 713 Other services – Tenet 15 14 17 Other services – other customers 80 78 86 Net operating revenues $ 1,267 $ 1,306 $ 1,372 Other services represented approximately 7% of Conifer’s revenue for the year ended December 31, 2021 and included 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. Years Ending December 31, Later Years Total 2022 2023 2024 2025 2026 Performance obligations $ 6,181 $ 606 $ 606 $ 552 $ 552 $ 552 $ 3,313 |
PROPERTY AND PROFESSIONAL AND G
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | 12 Months Ended |
Dec. 31, 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 $25 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 we purchase insurance from third‑parties to cover catastrophic claims. At December 31, 2021 and 2020, the aggregate current and long‑term professional and general liability reserves in the accompanying Consolidated Balance Sheets were $1.045 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. All commercial insurance we purchase is subject to per‑claim and policy period aggregate limits. If the policy period aggregate limit of any of our 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 $355 million, $320 million and $356 million was included in other operating expenses, net, in the accompanying Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019, respectively, of which $131 million, $120 million and $155 million, respectively, related to adverse claims development for prior years. |
CLAIMS AND LAWSUITS
CLAIMS AND LAWSUITS | 12 Months Ended |
Dec. 31, 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 the operations of Hahnemann University Hospital and St. Christopher’s Hospital for Children in Philadelphia from us commenced Chapter 11 bankruptcy proceedings. In the three months ended December 31, 2021, we established a reserve of $23 million for certain obligations related to the sale of the hospitals and the subsequent bankruptcy proceedings of the buyers. 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 years ended December 31, 2021, 2020 and 2019: Balances at Litigation and Cash Other Balances at Year Ended December 31, 2021 $ 26 $ 116 $ (59) $ (5) $ 78 Year Ended December 31, 2020 $ 86 $ 44 $ (108) $ 4 $ 26 Year Ended December 31, 2019 $ 8 $ 141 $ (55) $ (8) $ 86 During 2021, we also established estimated reserves of $39 million for various employment matters and made settlement payments of $11 million, which are included in the table above. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES We 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 its total shares in USPI held as of April 1, 2017 (the “Baylor Shares”) 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 it 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. 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 Consolidated Balance Sheets at December 31, 2021 and 2020. Baylor did not deliver a put notice to us in January 2021 or January 2022. In February 2021, we notified Baylor of our intention to exercise our call option to purchase 33.3% of the Baylor Shares. We are continuing to negotiate the terms of that purchase. In addition, in February 2022, we notified Baylor of our intention to again exercise our call option to purchase an additional 33.3% of the Baylor Shares. The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries: December 31, 2021 2020 Balances at beginning of period $ 1,952 $ 1,506 Net income 336 186 Distributions paid to noncontrolling interests (217) (135) Accretion of redeemable noncontrolling interests 11 4 Purchases and sales of businesses and noncontrolling interests, net 121 391 Balances at end of period $ 2,203 $ 1,952 The following tables show the composition by segment of our redeemable noncontrolling interests balances, as well as our net income available to redeemable noncontrolling interests: December 31, 2021 2020 Hospital Operations $ 297 $ 267 Ambulatory Care 1,425 1,273 Conifer 481 412 Redeemable noncontrolling interests $ 2,203 $ 1,952 Years Ended December 31, 2021 2020 2019 Hospital Operations $ 24 $ (33) $ (37) Ambulatory Care 243 153 159 Conifer 69 66 70 Net income available to redeemable noncontrolling interests $ 336 $ 186 $ 192 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes for continuing operations for the years ended December 31, 2021, 2020 and 2019 consisted of the following: Years Ended December 31, 2021 2020 2019 Current tax expense (benefit): Federal $ 50 $ — $ (6) State 111 30 26 161 30 20 Deferred tax expense (benefit): Federal 267 (131) 140 State (17) 4 — 250 (127) 140 $ 411 $ (97) $ 160 A reconciliation between the amount of reported income tax expense (benefit) and the amount computed by multiplying income from continuing operations before income taxes by the statutory federal income tax rate is shown below. State income tax expense for the year ended December 31, 2021 includes $2 million of expense related to the write‑off of expired or worthless unutilized state net operating loss carryforwards and other deferred tax assets for which a full valuation allowance had been provided in prior years. A corresponding tax benefit of $2 million is included for the year ended December 31, 2021 to reflect the reduction in the valuation allowance. Foreign pre-tax loss was $5 million for the year ended December 31, 2021, $13 million for the year ended December 31, 2020, and $6 million for the year ended December 31, 2019. Years Ended December 31, 2021 2020 2019 Tax expense at statutory federal rate of 21% $ 396 $ 141 $ 67 State income taxes, net of federal income tax benefit 77 33 21 Expired state net operating losses, net of federal income tax benefit — 1 2 Tax benefit attributable to noncontrolling interests (114) (75) (79) Nondeductible goodwill 35 — 4 Nondeductible executive compensation 8 6 6 Nondeductible litigation costs 1 — 7 Expired charitable contribution carryforward — 1 8 Stock-based compensation tax deficiencies (benefits) (5) (2) 4 Changes in valuation allowance 2 (226) 133 Change in tax contingency reserves, including interest — — (14) Prior-year provision to return adjustments and other changes in deferred taxes 8 14 (3) Other items 3 10 4 Income tax expense (benefit) $ 411 $ (97) $ 160 The COVID Acts included a significant number of tax provisions applicable to individuals and businesses. For businesses, the COVID Acts made changes to the U.S. tax code relating to, among other things: (1) the business interest expense disallowance rules for 2019 and 2020; (2) net operating loss rules; (3) charitable contribution limitations; and (4) the realization of corporate alternative minimum tax credits. As a result of the change in the business interest expense disallowance rules, we recorded an income tax benefit of $88 million during the year ended December 31, 2020 to decrease the valuation allowance for interest expense carryforwards due to the additional deduction of interest expense. In September 2020, we filed an application with the Internal Revenue Service (“IRS”) to change our method of accounting for certain capitalized costs on our 2019 tax return. This change in tax accounting method resulted in additional interest expense being allowed on the 2019 and 2020 tax returns. We reduced our valuation allowance by an additional $126 million in the year ended December 31, 2020 related to the change in accounting method. Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance: December 31, 2021 December 31, 2020 Assets Liabilities Assets Liabilities Depreciation and fixed-asset differences $ — $ 532 $ — $ 621 Reserves related to discontinued operations and restructuring charges 2 — 8 — Receivables (doubtful accounts and adjustments) 215 — 173 — Medicare advance payments 209 — — — Accruals for retained insurance risks 234 — 223 — Intangible assets — 396 — 385 Other long-term liabilities 23 — 55 — Benefit plans 242 — 265 — Other accrued liabilities 56 — 74 — Investments and other assets — 92 — 73 Interest expense limitation 10 — 8 — Net operating loss carryforwards 99 — 566 — Stock-based compensation 12 — 11 — Right-of-use lease assets and obligations 208 208 224 224 Other items 48 44 86 39 1,358 1,272 1,693 1,342 Valuation allowance (57) — (55) — $ 1,301 $ 1,272 $ 1,638 $ 1,342 Below is a reconciliation of the deferred tax assets and liabilities and the corresponding amounts reported in the accompanying Consolidated Balance Sheets. December 31, 2021 2020 Deferred income tax assets $ 65 $ 325 Deferred tax liabilities (36) (29) Net deferred tax asset $ 29 $ 296 During the year ended December 31, 2021, the valuation allowance increased by $2 million, including an increase of $2 million due to limitations on the tax deductibility of interest expense, a decrease of $2 million due to the expiration or worthlessness of unutilized state net operating loss carryovers, and an increase of $2 million due to changes in expected realizability of deferred tax assets. The balance in the valuation allowance as of December 31, 2021 was $57 million. During the year ended December 31, 2020, the valuation allowance decreased by $226 million, including a decrease of $211 million due to limitations on the tax deductibility of interest expense, a decrease of $1 million due to the expiration or worthlessness of unutilized state net operating loss carryovers, and a decrease of $14 million due to changes in expected realizability of deferred tax assets. The remaining balance in the valuation allowance at December 31, 2020 was $55 million. During the year ended December 31, 2019, the valuation allowance increased by $133 million, including an increase of $130 million due to limitations on the tax deductibility of interest expense, a decrease of $2 million due to the expiration or worthlessness of unutilized state net operating loss carryovers, and an increase of $5 million due to changes in expected realizability of deferred tax assets. The remaining balance in the valuation allowance as of December 31, 2019 was $281 million. Deferred tax assets relating to interest expense limitations under Internal Revenue Code Section 163(j) have a full valuation allowance because the interest expense carryovers are not expected to be utilized in the foreseeable future. We account for uncertain tax positions in accordance with FASB ASC 740-10-25, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The following table summarizes the total changes in unrecognized tax benefits in continuing operations during the years ended December 31, 2021, 2020 and 2019. There were no such changes in discontinued operations. The additions and reductions for tax positions include the impact of items for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductions. Such amounts include unrecognized tax benefits that have impacted deferred tax assets and liabilities at December 31, 2021, 2020 and 2019. Continuing Balance At December 31, 2018 $ 45 Reductions due to a lapse of statute of limitations (14) Balance At December 31, 2019 $ 31 Reductions due to a lapse of statute of limitations — Balance At December 31, 2020 $ 31 Increases due to tax positions taken in prior periods 3 Balance At December 31, 2021 $ 34 The total amount of unrecognized tax benefits as of December 31, 2021 was $34 million, of which $32 million, if recognized, would affect our effective tax rate and income tax benefit from continuing operations. Income tax expense in the year ended December 31, 2021 included expense of $3 million in continuing operations attributable to an increase in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of December 31, 2020 was $31 million, of which $29 million, if recognized, would affect our effective tax rate and income tax benefit from continuing operations. In the year ended December 31, 2020 , there was no change in our estimated liabilities for uncertain tax positions. The total amount of unrecognized tax benefits as of December 31, 2019 was $31 million, of which $29 million, if recognized, would affect our effective tax rate and income tax expense from continuing operations. Income tax expense in the year ended December 31, 2019 included a benefit of $11 million in continuing operations attributable to a decrease in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. We did not have any interest or penalties on unrecognized tax benefits accrued at December 31, 2021. The IRS has completed audits of our tax returns for all tax years ended on or before December 31, 2007. All disputed issues with respect to these audits have been resolved and all related tax assessments (including interest) have been paid. Our tax returns for years ended after December 31, 2007 and USPI’s tax returns for years ended after December 31, 2017 remain subject to audit by the IRS. As of December 31, 2021, no significant changes in unrecognized federal and state tax benefits are 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. At December 31, 2021, our carryforwards available to offset future taxable income consisted of (1) federal net operating loss (“NOL”) carryforwards of approximately $194 million pre‑tax, $13 million of which expires in 2026 to 2036 and $181 million of which has no expiration date, (2) general business credit carryforwards of approximately $9 million expiring in 2034 through 2038, (3) charitable contribution carryforwards of approximately $90 million expiring in 2024 through 2025 and (4) state NOL carryforwards of approximately $3.333 billion expiring in 2022 through 2041 for which the associated deferred tax benefit, net of valuation allowance and federal tax impact, is $49 million. Our ability to utilize NOL carryforwards to reduce future taxable income may be limited under Section 382 of the Internal Revenue Code if certain ownership changes in our company occur during a rolling three‑year period. These ownership changes include purchases of common stock under share repurchase programs, the offering of stock by us, the purchase or sale of our stock by 5% shareholders, as defined in the Treasury regulations, or the issuance or exercise of rights to acquire our stock. If such ownership changes by 5% shareholders result in aggregate increases that exceed 50 percentage points during the three‑year period, then Section 382 imposes an annual limitation on the amount of our taxable income that may be offset by the NOL carryforwards or tax credit carryforwards at the time of ownership change. |
EARNINGS (LOSS) PER COMMON SHAR
EARNINGS (LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 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 the years ended December 31, 2021, 2020 and 2019. 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 Year Ended December 31, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 915 106,833 $ 8.56 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,738 (0.13) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 915 108,571 $ 8.43 Year Ended December 31, 2020 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 399 105,010 $ 3.80 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,253 (0.05) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 399 106,263 $ 3.75 Year Ended December 31, 2019 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (226) 103,398 $ (2.19) 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 $ (226) 103,398 $ (2.19) All potentially dilutive securities were excluded from the calculation of diluted loss per share for the year ended December 31, 2019 because we did not report income from continuing operations available to common shareholders in that period. 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 year ended December 31, 2019, the effect (in thousands) of employee stock options, RSUs and deferred compensation units on the diluted shares calculation would have been an increase in shares of 1,457 for the year ended December 31, 2019. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 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 this 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: December 31, 2020 Quoted Prices Significant Other Significant Long-lived assets held for sale $ 140 $ — $ 140 $ — Long-lived assets held and used 483 — 483 — $ 623 $ — $ 623 $ — As discussed in Note 6, we recognized an impairment charge of $76 million to write down buildings in one of our Hospital Operations segment’s markets to their estimated fair value during the year ended December 31, 2020. 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 December 31, 2021 and 2020, the estimated fair value of our long‑term debt was approximately 103.3% and 104.5%, respectively, of the carrying value of the debt. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS In December 2021, subsidiaries of USPI acquired ownership interests in 86 ambulatory surgery centers and related ambulatory support services (collectively, the “2021 SCD Centers”) from Surgical Center Development #3, LLC and Surgical Center Development #4, LLC (“SCD”). Of these, we acquired controlling interests in 15 ambulatory surgery centers, noncontrolling interests in 57 centers and interests in 14 centers still in the development stage. The newly acquired facilities augmented our Ambulatory Care segment’s existing musculoskeletal service line and expanded the number of markets it serves. We made a cash payment of $1.125 billion, net of cash acquired, to acquire these facilities. The 2021 SCD Centers are included in our Ambulatory Care segment. In addition to the 2021 SCD Centers, we paid an aggregate purchase price of $74 million to acquire controlling interests in 11 outpatient businesses and various physician practices during the year ended December 31, 2021. During 2021, we also acquired a controlling interests in three surgical hospitals and two ambulatory surgery centers in which we previously owned a noncontrolling interest for $21 million. All of these facilities are included in our Ambulatory Care segment. In December 2020, USPI acquired controlling interests in 45 ambulatory surgery centers (collectively, the “2020 SCD Centers”) from SurgCenter Development and physician owners. The fair value of the consideration conveyed for the 2020 SCD Centers was $1.115 billion, consisting of a cash payment of $1.097 billion, fully funded using cash on hand, and the assumption of $18 million of center‑level debt. In addition to the 2020 SCD Centers, we acquired ownership interests in 10 outpatient businesses (all of which are in our Ambulatory Care segment), and various physician practices during the year ended December 31, 2020. The aggregate purchase price for these acquisitions was $80 million. During the year ended December 31, 2019, we acquired ownership interests in 10 outpatient businesses (all of which are in our Ambulatory Care segment), three off‑campus emergency departments and various physician practices. The aggregate purchase price for the acquisitions was $25 million. 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. The purchase price allocations for certain acquisitions completed in 2021, including the 2021 SCD Centers, are preliminary. We are in 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. Therefore, those purchase price allocations, including goodwill, recorded in the accompanying consolidated financial statements are subject to adjustment once the assessments and valuation work are completed and evaluated. Such adjustments will be recorded as soon as practical and within the measurement period as defined by the accounting literature. Preliminary or final purchase price allocations for all the acquisitions made during the years ended December 31, 2021, 2020 and 2019 are as follows: Years Ended December 31, 2021 2020 2019 Current assets $ 59 $ 67 $ 16 Property and equipment 88 63 20 Other intangible assets 8 14 4 Goodwill 664 1,581 43 Other long-term assets, including previously held equity method investments 753 38 24 Current liabilities (25) (45) (16) Long-term liabilities (70) (43) (35) Redeemable noncontrolling interests in equity of consolidated subsidiaries (139) (478) (18) Noncontrolling interests (95) (20) (7) Cash paid, net of cash acquired (1,220) (1,177) (25) Gains on consolidations $ 23 $ — $ 6 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 $664 million from acquisitions completed during the year ended December 31, 2021 was recorded in our Ambulatory Care segment. Approximately $20 million, $14 million and $6 million in transaction costs related to prospective and closed acquisitions were expensed during the years ended December 31, 2021, 2020 and 2019, respectively, and are included in impairment and restructuring charges, and acquisition‑related costs in the accompanying Consolidated Statements of Operations. During the years ended December 31, 2021 and 2019, we recognized gains totaling $23 million, and $6 million, respectively, associated with stepping up our ownership interests in previously held equity investments, which we began consolidating after we acquired controlling interests. No such gains or losses were recognized in the year ended December 31, 2020. Pro Forma Information - Unaudited The following table provides certain pro forma information for Tenet as if the 2021 SCD Centers acquisition had occurred at the beginning of the year ended December 31, 2020: Year Ended December 31, 2021 2020 Net operating revenues $ 19,627 $ 17,752 Equity in earnings of unconsolidated affiliates $ 258 $ 192 Net income available to Tenet Healthcare Corporation common shareholders $ 941 $ 416 Diluted earnings per share available to Tenet Healthcare Corporation common shareholders $ 8.66 $ 3.92 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 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 our acute care and specialty hospitals, imaging centers, ancillary outpatient facilities, micro‑hospitals and physician practices. At December 31, 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 the Miami Hospitals in August 2021. Our Ambulatory Care segment is comprised of the operations of USPI, in which we held an ownership interest of approximately 95% at December 31, 2021 and 2020. At December 31, 2021, USPI had interests in 399 ambulatory surgery centers (249 consolidated) and 24 surgical hospitals (eight consolidated) in 34 states. We completed the divestiture of 40 urgent care centers held by our Ambulatory Care segment on April 1, 2021. Our Conifer segment provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients. At December 31, 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 December 31, 2021, we owned approximately 76% of Conifer Health Solutions, LLC, which is Conifer’s principal subsidiary. The following table includes amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations: December 31, 2021 2020 2019 Assets: Hospital Operations $ 17,173 $ 18,048 $ 16,196 Ambulatory Care 9,473 8,048 6,195 Conifer 933 1,010 974 Total $ 27,579 $ 27,106 $ 23,365 Years Ended December 31, 2021 2020 2019 Capital expenditures: Hospital Operations $ 578 $ 467 $ 572 Ambulatory Care 66 51 75 Conifer 14 22 23 Total $ 658 $ 540 $ 670 Net operating revenues: Hospital Operations total prior to inter-segment eliminations $ 15,982 $ 14,790 $ 15,522 Ambulatory Care 2,718 2,072 2,158 Conifer Tenet 482 528 573 Other clients 785 778 799 Total Conifer revenues 1,267 1,306 1,372 Inter-segment eliminations (482) (528) (573) Total $ 19,485 $ 17,640 $ 18,479 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 25 $ 6 $ 15 Ambulatory Care 193 163 160 Total $ 218 $ 169 $ 175 Adjusted EBITDA: Hospital Operations $ 1,931 $ 1,911 $ 1,449 Ambulatory Care 1,197 868 895 Conifer 355 367 386 Total $ 3,483 $ 3,146 $ 2,730 Years Ended December 31, 2021 2020 2019 Depreciation and amortization: Hospital Operations $ 722 $ 739 $ 733 Ambulatory Care 95 81 72 Conifer 38 37 45 Total $ 855 $ 857 $ 850 Adjusted EBITDA $ 3,483 $ 3,146 $ 2,730 Income (loss) from divested and closed businesses (1) 20 (2) Depreciation and amortization (855) (857) (850) Impairment and restructuring charges, and acquisition-related costs (85) (290) (185) Litigation and investigation costs (116) (44) (141) Interest expense (923) (1,003) (985) Loss from early extinguishment of debt (74) (316) (227) Other non-operating income (expense), net 14 1 (5) Net gains (losses) on sales, consolidation and deconsolidation of facilities 445 14 (15) Income from continuing operations, before income taxes $ 1,888 $ 671 $ 320 |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING STANDARDS | RECENT ACCOUNTING STANDARDS Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). The standard addresses diversity in practice related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The guidance requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 – Revenue from Contracts with Customers as if the acquirer had originated the contracts, as opposed to at their fair value on the acquisition date. ASU 2021-08 is effective for us beginning in 2023, with early adoption permitted. We are currently evaluating the impact of this standard to our financial statements. The FASB issued ASU 2021-10, “Government Assistance (Topic 832)” (“ASU 2021-10”) in November 2021. The amendments in this update require additional disclosures regarding government grants and money contributions, including information on the nature of transactions and related accounting policies used to account for transactions, detail on the line items on the balance sheet and income statement affected by these transactions, and significant terms and conditions of the transactions. ASU 2021-10 is effective for us beginning in 2022, with early adoption permitted. The adoption of this guidance will not impact our financial position, results of operations or cash flows. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (ASU 2020-06”). Among other amendments, ASU 2020-06 changes the accounting for diluted earnings-per-share for convertible instruments and contracts that may be settled in cash or stock. Under current GAAP, entities can overcome the presumption of share settlement for convertible instruments and contracts that can be partially or fully settled in cash at the issuer’s election. If successfully rebutted, entities can use the treasury stock method to determine the dilutive effect of these instruments and, under certain conditions, exclude them from diluted weighted average shares outstanding. ASU 2020-06 requires that the if-converted method, which is more dilutive than the treasury stock method, be used for all convertible instruments and eliminates an entity’s ability to assume cash settlement for an instrument that may be share-settled. This standard is effective for the Company in the first quarter of fiscal 2022 and may be applied on a modified or fully retrospective basis. Although the adoption of this guidance will not impact our financial position or cash flows, it may result in an increase in the number of diluted weighted average shares outstanding utilized in our diluted earnings per share calculation. Recently Adopted Accounting Standards Effective January 1, 2021, we adopted ASU 2018-14, “Compensation – Retirement Benefits – Defined Benefit Plans –General (Subtopic 715-20) Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), which applied to all employers that sponsor defined benefit pension or other postretirement plans. The amendments in ASU 2018-14, removed, modified or added certain disclosure requirements as part of the FASB’s disclosure framework project to improve the effectiveness of the notes to the financial statements. The adoption of this ASU did not impact our financial position, results of operations or cash flows. Effective January 1, 2020, as further discussed in Note 1, we adopted ASU 2016-13 using the modified retrospective transition approach as of the period of adoption. Also effective January 1, 2020, we adopted ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework – Changes to the Disclosure Framework Requirements for Fair Value Measurement” (“ASU 2018-13”) using the prescribed transition method and ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract” (“ASU 2018-15”) using the prospective transition method. The adoption of ASU 2018-13 and ASU 2018-15 did not have a material effect on our financial position, results of operations or cash flows. Effective January 1, 2019, as further discussed in Note 1, we adopted ASU 2016-02 using the modified retrospective transition approach as of the period of adoption. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (In Millions) Balance at Costs and Expenses (1) Deductions Other Balance at Valuation allowance for deferred tax assets: Year ended December 31, 2021 $ 55 $ 2 $ — $ — $ 57 Year ended December 31, 2020 $ 281 $ (226) $ — $ — $ 55 Year ended December 31, 2019 $ 148 $ 133 $ — $ — $ 281 (1) Includes amounts recorded in discontinued operations. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENTOn February 9, 2022, we called for the redemption of all $700 million aggregate principal amount outstanding of our 2025 Senior Secured First Lien Notes. We expect to redeem the notes on February 23, 2022 using cash on hand. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Our Consolidated Financial Statements include the accounts of Tenet and its wholly owned and majority‑owned subsidiaries. We eliminate intercompany accounts and transactions in consolidation, and we include the results of operations of businesses that are newly acquired in purchase transactions from their dates of acquisition. We account for significant investments in other affiliated companies using the equity method. We also utilize the equity method when we have the ability to exercise significant influence over the affiliated company, despite not holding a significant percentage of its ownership interest. Unless otherwise indicated, all financial and statistical data included in these notes to our Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per‑share amounts). Effective January 1, 2020, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016‑13, “Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016‑13”) using the modified retrospective transition approach as of the period of adoption. The amendments in this ASU required a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Upon adoption of ASU 2016‑13 on January 1, 2020, we recorded a cumulative effect adjustment to increase accumulated deficit by $14 million. Effective January 1, 2019, we adopted ASU 2016‑02, “Leases (Topic 842)” (“ASU 2016‑02”) using the modified retrospective transition approach as of the period of adoption. Our financial statements for periods prior to January 1, 2019 were not modified for the application of the new lease accounting standard. The main difference between the guidance in ASU 2016‑02 and previous accounting principles generally accepted in the United States of America (“GAAP”) is the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under previous GAAP. Upon adoption of ASU 2016‑02, we recorded $822 million of right‑of‑use assets, net of deferred rent, associated with operating leases in investments and other assets in our consolidated balance sheet, $147 million of current liabilities associated with operating leases in other current liabilities in our consolidated balance sheet and $715 million of long‑term liabilities associated with operating leases in other long‑term liabilities in our consolidated balance sheet. We also recognized $1 million of cumulative effect adjustment that decreased accumulated deficit at January 1, 2019. |
Reclassifications | Certain prior‑year amounts have been reclassified to conform to the current year presentation. In our consolidated balance sheets, income tax receivable has been reclassified to other current assets, as it is no longer significant enough to present separately. In our 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. In addition, within the financing section of our statement of cash flows, proceeds from shares issued under stock ‑ based compensation plans, net of taxes paid related to net share settlement has been combined with other items, net. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in our 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. Although we believe all adjustments considered necessary for a fair presentation have been included, 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. |
Translation of Foreign Currencies | We formed our Global Business Center (“GBC”) in the Philippines during the year ended December 31, 2019. The GBC’s accounts are measured in its local currency (the Philippine peso) and then translated into U.S. dollars. All assets and liabilities denominated in foreign currency are translated using the current rate of exchange at the balance sheet date. Results of operations denominated in foreign currency are translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. |
Net Operating Revenues | We recognize net operating revenues in the period in which we satisfy our performance obligations under contracts by transferring services to our customers. Net operating revenues are recognized in the amounts we expect to be entitled to, which are the transaction prices allocated for the distinct services. 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 (“ Compact ”) 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, individual hospitals and physician practices. Net Patient Service Revenues— We report net patient service revenues at the amounts that reflect the consideration we expect to be entitled to in exchange for providing patient care. These amounts are due from patients, third ‑ party payers (including managed care payers and government programs) and others, and they include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews and investigations. Generally, we bill our patients and third‑party payers several days after the services are performed or shortly after discharge. Revenues are recognized as performance obligations are satisfied. We determine performance obligations based on the nature of the services we provide. We recognize revenues for performance obligations satisfied over time based on actual charges incurred in relation to total expected charges. We believe that this method provides a faithful depiction of the transfer of services over the term of performance obligations based on the inputs needed to satisfy the obligations. Generally, performance obligations satisfied over time relate to patients in our hospitals receiving inpatient acute care services. We measure performance obligations from admission to the point when there are no further services required for the patient, which is generally the time of discharge. We recognize revenues for performance obligations satisfied at a point in time, which generally relate to patients receiving outpatient services, when: (1) services are provided and (2) we do not believe the patient requires additional services. Because our patient service performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in FASB Accounting Standards Codification (“FASB ASC”) 606‑10‑50‑14(a) and, therefore, we are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above are primarily related to inpatient acute care services at the end of the reporting period. The performance obligations for these contracts are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period. We determine the transaction price based on gross charges for services provided, reduced by contractual adjustments provided to third‑party payers, discounts provided to uninsured patients in accordance with our Compact , and implicit price concessions provided primarily to uninsured patients. We determine our estimates of contractual adjustments and discounts based on contractual agreements, our discount policies and historical experience. We determine our estimate of implicit price concessions based on our historical collection experience with these classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Gross charges are retail charges. They are not the same as actual pricing, and they generally do not reflect what a hospital is ultimately paid and, therefore, are not displayed in our consolidated statements of operations. Hospitals are typically paid amounts that are negotiated with insurance companies or are set by the government. Gross charges are used to calculate Medicare outlier payments and to determine certain elements of payment under managed care contracts (such as stop‑loss payments). Because Medicare requires that a hospital’s gross charges be the same for all patients (regardless of payer category), gross charges are what hospitals charge all patients prior to the application of discounts and allowances. Revenues under the traditional fee‑for‑service (“FFS”) Medicare and Medicaid programs are based primarily on prospective payment systems. Retrospectively determined cost‑based revenues under these programs, which were more prevalent in earlier periods, and certain other payments, such as Indirect Medical Education, Direct Graduate Medical Education, disproportionate share hospital and bad debt expense reimbursement, which are based on our hospitals’ cost reports, are estimated using historical trends and current factors. Cost report settlements under these programs are subject to audit by Medicare and Medicaid auditors and administrative and judicial review, and it can take several years until final settlement of such matters is determined and completely resolved. Because the laws, regulations, instructions and rule interpretations governing Medicare and Medicaid reimbursement are complex and change frequently, the estimates we record could change by material amounts. We have a system and estimation process for recording Medicare net patient service revenue and estimated cost report settlements. As a result, we record accruals to reflect the expected final settlements on our cost reports. For filed cost reports, we record the accrual based on those cost reports and subsequent activity and record a valuation allowance against those cost reports based on historical settlement trends. The accrual for periods for which a cost report is yet to be filed is recorded based on estimates of what we expect to report on the filed cost reports, and a corresponding valuation allowance is recorded as previously described. Cost reports generally must be filed within five months after the end of the annual cost reporting period. After the cost report is filed, the accrual and corresponding valuation allowance may need to be adjusted. Settlements with third‑party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care using the most likely outcome method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. Revenues under managed care plans are based primarily on payment terms involving predetermined rates per diagnosis, per‑diem rates, discounted FFS rates and/or other similar contractual arrangements. These revenues are also subject to review and possible audit by the payers, which can take several years before they are completely resolved. The payers are billed for patient services on an individual patient basis. An individual patient’s bill is subject to adjustment on a patient‑by‑patient basis in the ordinary course of business by the payers following their review and adjudication of each particular bill. We estimate the discounts for contractual allowances at the individual hospital level utilizing billing data on an individual patient basis. At the end of each month, on an individual hospital basis, we estimate our expected reimbursement for patients of managed care plans based on the applicable contract terms. Contractual allowance estimates are periodically reviewed for accuracy by taking into consideration known contract terms, as well as payment history. We believe our estimation and review process enables us to identify instances on a timely basis where such estimates need to be revised. We do not believe there were any adjustments to estimates of patient bills that were material to our revenues. In addition, on a corporate‑wide basis, we do not record any general provision for adjustments to estimated contractual allowances for managed care plans. Managed care accounts, net of contractual allowances recorded, are further reduced to their net realizable value through implicit price concessions based on historical collection trends for these payers and other factors that affect the estimation process. We know of no claims, disputes or unsettled matters with any payer that would materially affect our revenues for which we have not adequately provided in the accompanying Consolidated Financial Statements. Generally, patients who are covered by third‑party payers are responsible for related co‑pays, co‑insurance and deductibles, which vary in amount. We also provide services to uninsured patients and offer uninsured patients a discount from standard charges. We estimate the transaction price for patients with co‑pays, co‑insurance and deductibles and for those who are uninsured based on historical collection experience and current market conditions. Under our Compact and other uninsured discount programs, the discount offered to certain uninsured patients is recognized as a contractual allowance, which reduces net operating revenues at the time the self‑pay accounts are recorded. The uninsured patient accounts, net of contractual allowances recorded, are further reduced to their net realizable value at the time they are recorded through implicit price concessions based on historical collection trends for self‑pay accounts and other factors that affect the estimation process. There are various factors that can impact collection trends, such as: changes in the economy, which in turn have an impact on unemployment rates and the number of uninsured and underinsured patients; the volume of patients through our emergency departments; the increased burden of co‑pays, co‑insurance amounts and deductibles to be made by patients with insurance; and business practices related to collection efforts. These factors continuously change and can have an impact on collection trends and our estimation process. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to net patient service revenues in the period of the change. We have provided implicit price concessions, primarily to uninsured patients and patients with co‑pays, co‑insurance and deductibles. The implicit price concessions included in estimating the transaction price represent the difference between amounts billed to patients and the amounts we expect to collect based on our collection history with similar patients. Although outcomes vary, our policy is to attempt to collect amounts due from patients, including co‑pays, co‑insurance and deductibles due from patients with insurance, at the time of service while complying with all federal and state statutes and regulations, including, but not limited to, the Emergency Medical Treatment and Active Labor Act (“EMTALA”). Generally, as required by EMTALA, patients may not be denied emergency treatment due to inability to pay. Therefore, services, including the legally required medical screening examination and stabilization of the patient, are performed without delaying to obtain insurance information. In non‑emergency circumstances or for elective procedures and services, it is our policy to verify insurance prior to a patient being treated; however, there are various exceptions that can occur. Such exceptions can include, for example, instances where (1) we are unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, (2) a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid or Victims of Crime, and it takes several days or weeks before qualification for such benefits is confirmed or denied, and (3) under physician orders we provide services to patients that require immediate treatment. We also provide charity care to patients who are financially unable to pay for the healthcare services they receive. Most patients who qualify for charity care are charged a per‑diem amount for services received, subject to a cap. Except for the per‑diem amounts, our policy is not to pursue collection of amounts determined to qualify as charity care; therefore, we do not report these amounts in net operating revenues. Patient advocates from Conifer’s Eligibility and Enrollment Services program screen patients in the hospital to determine whether those patients meet eligibility requirements for financial assistance programs. They also expedite the process of applying for these government programs. Conifer Revenues— Our Conifer segment recognizes revenue from its contracts when Conifer’s performance obligations are satisfied, which is generally as services are rendered. Revenue is recognized in an amount that reflects the consideration to which Conifer expects to be entitled. At contract inception, Conifer assesses the services specified in its contracts with customers and identifies a performance obligation for each distinct contracted service. Conifer identifies the performance obligations and considers all the services provided under the contract. Conifer generally considers the following distinct services as separate performance obligations: • revenue cycle management services; • value‑based care services; • patient communication and engagement services; • consulting services; and • other client‑defined projects. Conifer’s contracts generally consist of fixed‑price, volume‑based or contingency‑based fees. Conifer’s long‑term contracts typically provide for Conifer to deliver recurring monthly services over a multi‑year period. The contracts are typically priced such that Conifer’s monthly fee to its customer represents the value obtained by the customer in the month for those services. Such multi‑year service contracts may have upfront fees related to transition or integration work performed by Conifer to set up the delivery for the ongoing services. Such transition or integration work typically does not result in a separately identifiable obligation; thus, the fees and expenses related to such work are deferred and recognized over the life of the related contractual service period. For contracts in which the amortization period of the asset is one year or less, we have elected to apply the practical expedient provided by FASB ASC 340‑40‑25‑4 and expense these costs as incurred. |
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 $2.364 billion and $2.446 billion at December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, our book overdrafts were $226 million and $154 million, respectively, which were classified as accounts payable. At December 31, 2021 and 2020, $188 million and $166 million, respectively, of total cash and cash equivalents in the accompanying Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. At December 31, 2021, 2020 and 2019, we had $95 million, $93 million and $136 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $88 million, $85 million and $119 million, respectively, were included in accounts payable. |
Investments in Debt and Equity Securities | We classify investments in debt securities as either available‑for‑sale, held‑to‑maturity or as part of a trading portfolio. Our policy is to classify investments in debt securities that may be needed for cash requirements as “available‑for‑sale.” At December 31, 2021, we had no significant investments in debt securities classified as either held‑to‑maturity or trading. We carry debt securities classified as available‑for‑sale at fair value. We report their unrealized gains and losses, net of taxes, as accumulated other comprehensive income (loss) unless we determine that a loss is other‑than‑temporary, at which point we would record a loss in our consolidated statements of operations. We carry equity securities at fair value, and we report their unrealized gains and losses in other non‑operating expense, net, in our consolidated statements of operations. If the equity security does not have a readily determinable fair value, the carrying value of the security is adjusted only when there is a price change that is observable from a transaction of an identical or similar investment. We include realized gains or losses in our consolidated statements of operations based on the specific identification method. |
Investments in Unconsolidated Affiliates | We control 257 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 (166 of 423 at December 31, 2021), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Consolidated Statements of Operations. In the years ended December 31, 2021 and 2020, equity in earnings of unconsolidated affiliates included $14 million and $17 million, respectively, from PRF grants recognized by our Ambulatory Care segment’s unconsolidated affiliates. Summarized financial information for these equity method investees is included in the following table. For investments acquired during the reported periods, amounts reflect 100% of the investee’s results beginning on the date of our acquisition of the investment. December 31, 2021 2020 2019 Current assets $ 1,176 $ 1,309 $ 1,180 Noncurrent assets $ 1,390 $ 1,262 $ 1,042 Current liabilities $ (495) $ (516) $ (372) Noncurrent liabilities $ (855) $ (866) $ (739) Noncontrolling interests $ (659) $ (621) $ (579) Years Ended December 31, 2021 2020 2019 Net operating revenues $ 3,030 $ 2,665 $ 2,680 Net income $ 836 $ 702 $ 765 Net income attributable to the investees $ 499 $ 437 $ 499 Our equity method investment that contributes the most to our equity in earnings of unconsolidated affiliates is Texas Health Ventures Group, LLC (“THVG”), which is operated by USPI. THVG represented $107 million, $85 million and $79 million of total equity in earnings of unconsolidated affiliates of $218 million, $169 million and $175 million in the years ended December 31, 2021, 2020 and 2019, respectively. |
Property and Equipment | Additions and improvements to property and equipment exceeding established minimum amounts with a useful life greater than one year are capitalized at cost. Expenditures for maintenance and repairs are charged to expense as incurred. We use the straight‑line method of depreciation for buildings, building improvements and equipment. The estimated useful life for buildings and improvements is primarily 15 to 40 years, and for equipment three We evaluate our long‑lived assets for possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future undiscounted cash flows. If the estimated future undiscounted cash flows are less than the carrying value of the assets, we calculate the amount of an impairment charge only if the carrying value of the long‑lived assets exceeds their fair value. The fair value of the asset is estimated based on appraisals, established market values of comparable assets or internal estimates of future net cash flows expected to result from the use and ultimate disposition of the asset. The estimates of these future cash flows are based on assumptions and projections we believe to be reasonable and supportable. Estimates require our subjective judgments and take into account assumptions about revenue and expense growth rates, operating margins and recoverable disposition values, based on industry and operating factors. These assumptions may vary by type of asset and presume stable, improving or, in some cases, declining results, depending on their circumstances. If the presumed level of performance does not occur as expected, impairment may result. We report long‑lived assets to be disposed of at the lower of their carrying amounts or fair values less costs to sell. In such circumstances, our estimates of fair value are based on appraisals, established market prices for comparable assets or internal estimates of future net cash flows. |
Leases | ASU 2016-02 was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Our adoption of ASU 2016-02 was accomplished using a modified retrospective method of application, and our accounting policies related to leases were revised accordingly effective January 1, 2019, as discussed below. We determine if an arrangement is a lease at inception of the contract. Our right‑of‑use assets represent our right to use the underlying assets for the lease term and our lease liabilities represent our obligation to make lease payments arising from the leases. Right‑of‑use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. For our Hospital Operations and Conifer segments, we estimate our incremental borrowing rates for our portfolio of leases using documented rates included in our recent equipment finance leases or, if applicable, recent secured debt issuances that correspond to various lease terms. We also give consideration to information obtained from our bankers, our secured debt fair value and publicly available data for instruments with similar characteristics. For our Ambulatory Care segment, we estimate an incremental borrowing rate for each center by utilizing historical and projected financial data, estimating a hypothetical credit rating using publicly available market data and adjusting the market data to reflect the effects of collateralization. Our operating leases are primarily for real estate, including off‑campus outpatient facilities, medical office buildings, and corporate and other administrative offices, as well as medical and office equipment. Our finance leases are primarily for medical equipment and information technology and telecommunications assets. Our real estate lease agreements typically have initial terms of five Our real estate leases may include one or more options to renew, with renewals that can extend the lease term from five five Certain of our lease agreements for real estate include payments based on actual common area maintenance expenses and others include rental payments adjusted periodically for inflation. These variable lease payments are recognized in other operating expenses, net, but are not included in the right‑of‑use asset or liability balances. Our lease agreements do not contain any material residual value guarantees, restrictions or covenants. |
Goodwill and Other Intangible Assets | Goodwill represents the excess of costs over the fair value of assets of businesses acquired. Goodwill and other intangible assets acquired in purchase business combinations and determined to have indefinite useful lives are not amortized, but instead are subject to impairment tests performed at least annually. For goodwill, we perform the test at the reporting unit level when events occur that require an evaluation to be performed or at least annually. If we determine the carrying value of goodwill is impaired, or if the carrying value of a business that is to be sold or otherwise disposed of exceeds its fair value, we reduce the carrying value, including any allocated goodwill, to fair value. Estimates of fair value are based on appraisals, established market prices for comparable assets or internal estimates of future net cash flows and presume stable, improving or, in some cases, declining results at our hospitals, depending on their circumstances. Other intangible assets consist of capitalized software costs, which are amortized on a straight‑line basis over the estimated useful life of the software, which ranges from three |
Accruals for General and Professional Liability Risks | We accrue for estimated professional and general liability claims, when they are probable and can be reasonably estimated. The accrual, which includes an estimate of incurred but not reported claims, is updated each quarter based on a model of projected payments using case‑specific facts and circumstances and our historical loss reporting, development and settlement patterns. To the extent that subsequent claims information varies from our estimates, the liability is adjusted in the period such information becomes available. Malpractice expense is presented within other operating expenses in the accompanying Consolidated Statements of Operations. |
Income Taxes | We account for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Income tax receivables and liabilities and deferred tax assets and liabilities are recognized based on the amounts that more likely than not will be sustained upon ultimate settlement with taxing authorities. Developing our provision for income taxes and analysis of uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on all available evidence, both positive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The main factors that we consider include: • Cumulative profits/losses in recent years, adjusted for certain nonrecurring items; • Income/losses expected in future years; • Unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels; • The availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of tax benefits; and • The carryforward period associated with the deferred tax assets and liabilities. We consider many factors when evaluating our uncertain tax positions, and such judgments are subject to periodic review. Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position |
Segment Reporting | We primarily operate acute care hospitals and related healthcare facilities. Our Hospital Operations segment generated 80% of our net operating revenues in the year ended December 31, 2021 and 81% during both of the years ended December 31, 2020 and 2019. At December 31, 2021, each of our markets related to our general hospitals reported directly to our chief executive officer. Major decisions, including capital resource allocations, are made at the consolidated level, not at the market or hospital level. 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. |
Costs Associated With Exit or Disposal Activities | We recognize costs associated with exit (including restructuring) or disposal activities when they are incurred and can be measured at fair value, rather than at the date of a commitment to an exit or disposal plan. |
Recent Accounting Standards | Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). The standard addresses diversity in practice related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The guidance requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 – Revenue from Contracts with Customers as if the acquirer had originated the contracts, as opposed to at their fair value on the acquisition date. ASU 2021-08 is effective for us beginning in 2023, with early adoption permitted. We are currently evaluating the impact of this standard to our financial statements. The FASB issued ASU 2021-10, “Government Assistance (Topic 832)” (“ASU 2021-10”) in November 2021. The amendments in this update require additional disclosures regarding government grants and money contributions, including information on the nature of transactions and related accounting policies used to account for transactions, detail on the line items on the balance sheet and income statement affected by these transactions, and significant terms and conditions of the transactions. ASU 2021-10 is effective for us beginning in 2022, with early adoption permitted. The adoption of this guidance will not impact our financial position, results of operations or cash flows. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (ASU 2020-06”). Among other amendments, ASU 2020-06 changes the accounting for diluted earnings-per-share for convertible instruments and contracts that may be settled in cash or stock. Under current GAAP, entities can overcome the presumption of share settlement for convertible instruments and contracts that can be partially or fully settled in cash at the issuer’s election. If successfully rebutted, entities can use the treasury stock method to determine the dilutive effect of these instruments and, under certain conditions, exclude them from diluted weighted average shares outstanding. ASU 2020-06 requires that the if-converted method, which is more dilutive than the treasury stock method, be used for all convertible instruments and eliminates an entity’s ability to assume cash settlement for an instrument that may be share-settled. This standard is effective for the Company in the first quarter of fiscal 2022 and may be applied on a modified or fully retrospective basis. Although the adoption of this guidance will not impact our financial position or cash flows, it may result in an increase in the number of diluted weighted average shares outstanding utilized in our diluted earnings per share calculation. Recently Adopted Accounting Standards Effective January 1, 2021, we adopted ASU 2018-14, “Compensation – Retirement Benefits – Defined Benefit Plans –General (Subtopic 715-20) Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), which applied to all employers that sponsor defined benefit pension or other postretirement plans. The amendments in ASU 2018-14, removed, modified or added certain disclosure requirements as part of the FASB’s disclosure framework project to improve the effectiveness of the notes to the financial statements. The adoption of this ASU did not impact our financial position, results of operations or cash flows. Effective January 1, 2020, as further discussed in Note 1, we adopted ASU 2016-13 using the modified retrospective transition approach as of the period of adoption. Also effective January 1, 2020, we adopted ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework – Changes to the Disclosure Framework Requirements for Fair Value Measurement” (“ASU 2018-13”) using the prescribed transition method and ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract” (“ASU 2018-15”) using the prospective transition method. The adoption of ASU 2018-13 and ASU 2018-15 did not have a material effect on our financial position, results of operations or cash flows. Effective January 1, 2019, as further discussed in Note 1, we adopted ASU 2016-02 using the modified retrospective transition approach as of the period of adoption. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summarizes Grant Funds Received And Grant Income | The table below summarizes grant funds received by our Hospital Operations and Ambulatory Care segments and by our unconsolidated affiliates for which we provide cash management services during the years ended December 31, 2021 and 2020, and their location in the accompanying Consolidated Statements of Cash Flows. There was no grant fund activity during the year ended December 31, 2019. Years Ended December 31, 2021 2020 Grant payments received from COVID-19 relief programs: Included in cash flows from operating activities: Hospital Operations $ 142 $ 824 Ambulatory Care 36 76 $ 178 $ 900 Included in cash flows from financing activities: Unconsolidated affiliates for which we provide cash management services $ 37 $ 74 The table below summarizes grant income recognized by our Hospital Operations and Ambulatory Care segments during the years ended December 31, 2021 and 2020. In addition, the table presents grant income recognized by our unconsolidated affiliates during 2021 and 2020, which is included in equity in earnings of unconsolidated affiliates in our consolidated statement of operations. No grant income was recognized during the year ended December 31, 2019. Years Ended December 31, 2021 2020 Grant income recognized from COVID-19 relief programs: Included in grant income: Hospital Operations $ 142 $ 823 Ambulatory Care 49 59 $ 191 $ 882 Included in equity in earnings of unconsolidated affiliates: Unconsolidated affiliates $ 14 $ 17 |
Schedule of Equity Method Investments | 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. December 31, 2021 2020 2019 Current assets $ 1,176 $ 1,309 $ 1,180 Noncurrent assets $ 1,390 $ 1,262 $ 1,042 Current liabilities $ (495) $ (516) $ (372) Noncurrent liabilities $ (855) $ (866) $ (739) Noncontrolling interests $ (659) $ (621) $ (579) Years Ended December 31, 2021 2020 2019 Net operating revenues $ 3,030 $ 2,665 $ 2,680 Net income $ 836 $ 702 $ 765 Net income attributable to the investees $ 499 $ 437 $ 499 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Schedule of Components of Accounts Receivable | The principal components of accounts receivable are shown in the table below: December 31, 2021 2020 Continuing operations: Patient accounts receivable $ 2,600 $ 2,499 Estimated future recoveries 137 156 Net cost reports and settlements receivable and valuation allowances 33 34 2,770 2,689 Discontinued operations — 1 Accounts receivable, net $ 2,770 $ 2,690 |
Schedule of Location of Assets and Liabilities | The following table summarizes the amount and classification of assets and liabilities in the accompanying Consolidated Balance Sheets related to California’s provider fee program: December 31, 2021 2020 Assets: Other current assets $ 370 $ 378 Investments and other assets $ 213 $ 206 Liabilities: Other current liabilities $ 123 $ 110 Other long-term liabilities $ 60 $ 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 and which exclude the costs of our now-divested health plan businesses) of caring for our uninsured and charity patients: Years Ended December 31, 2021 2020 2019 Estimated costs for: Uninsured patients $ 650 $ 617 $ 664 Charity care patients 97 147 156 Total $ 747 $ 764 $ 820 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Opening and Closing Balances of Contracts Assets and Liabilities | The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment were as follows: Contract Liability – Contract Liability – Current Long-term Contract Assets Advances from Medicare Advances from Medicare December 31, 2020 $ 208 $ 510 $ 819 December 31, 2021 181 876 — Increase (decrease) $ (27) $ 366 $ (819) December 31, 2019 $ 170 $ — $ — December 31, 2020 208 510 819 Increase $ 38 $ 510 $ 819 The opening and closing balances of contract liabilities for our Ambulatory Care segment were as follows: Contract Liability – Contract Liability – Current Long-term Advances from Medicare Advances from Medicare December 31, 2020 $ 93 $ 83 December 31, 2021 4 — Decrease $ (89) $ (83) December 31, 2019 $ — $ — December 31, 2020 93 83 Increase $ 93 $ 83 The opening and closing balances of Conifer’s receivables, contract asset, and current and long‑term contract liabilities were 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 December 31, 2021 28 18 79 15 Increase (decrease) $ (28) $ (2) $ 23 $ (1) December 31, 2019 $ 26 $ 11 $ 61 $ 18 December 31, 2020 56 20 56 16 Increase (decrease) $ 30 $ 9 $ (5) $ (2) |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and Liabilities Classified as Held for Sale and Components of Business that have Been Disposed of or have Been Classified as Held for Sale | The following table provides information on significant components of our business that were recently disposed of: Years Ended December 31, 2021 2020 2019 Significant disposals: Income (loss) from continuing operations, before income taxes: Chicago-area hospitals (includes a $5 million loss on sale in the 2020 period and a $14 million loss on sale in the 2019 period) $ (2) $ 3 $ (19) Miami Hospitals (includes a $406 million gain on sale in 2021) 455 67 44 Total $ 453 $ 70 $ 25 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related To Leases | The following table presents the components of our right‑of‑use assets and liabilities related to leases and their classification in our Consolidated Balance Sheets at: December 31, Component of Lease Balances Classification in Consolidated Balance Sheet 2021 2020 Assets: Operating lease assets Investments and other assets $ 1,002 $ 1,062 Finance lease assets Property and equipment, at cost, less accumulated depreciation and amortization 333 345 Total leased assets $ 1,335 $ 1,407 Liabilities: Operating lease liabilities: Current Other current liabilities $ 201 $ 188 Long-term Other long-term liabilities 924 999 Total operating lease liabilities 1,125 1,187 Finance lease liabilities: Current Current portion of long-term debt 106 122 Long-term Long-term debt, net of current portion 176 151 Total finance lease liabilities 282 273 Total lease liabilities $ 1,407 $ 1,460 |
Schedule of Additional Information Related to Lease Expense, Terms and Discount Rates, and Cash Flow Information | The following table presents the components of our lease expense and their classification in our Consolidated Statements of Operations: Component of Lease Expense Classification in Consolidated Statements of Operations Years Ended December 31, 2021 2020 2019 Operating lease expense Other operating expenses, net $ 241 $ 247 $ 211 Finance lease expense: Amortization of leased assets Depreciation and amortization 71 86 85 Interest on lease liabilities Interest expense 9 11 15 Total finance lease expense 80 97 100 Variable and short term-lease expense Other operating expenses, net 171 156 133 Total lease expense $ 492 $ 500 $ 444 The weighted‑average lease terms and discount rates for operating and finance leases are presented in the following table: Years Ended December 31, 2021 2020 2019 Weighted-average remaining lease term (years): Operating leases 7.5 7.9 7.8 Finance leases 5.7 5.7 5.4 Weighted-average discount rate: Operating leases 5.1 % 5.5 % 5.6 % Finance leases 5.4 % 5.6 % 5.5 % Cash flow and other information related to leases is included in the following table: Years Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 237 $ 239 $ 197 Operating cash outflows from finance leases $ 12 $ 15 $ 18 Financing cash outflows from finance leases $ 140 $ 154 $ 151 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 176 $ 304 $ 249 Finance leases $ 136 $ 98 $ 141 |
Operating Lease Liability Maturity Schedule | Future maturities of lease liabilities at December 31, 2021 are presented in the following table: Operating Leases Finance Leases Total 2022 $ 236 $ 116 $ 352 2023 211 76 287 2024 185 48 233 2025 156 16 172 2026 124 11 135 Later years 456 83 539 Total lease payments 1,368 350 1,718 Less: Imputed interest 243 68 311 Total lease obligations 1,125 282 1,407 Less: Current obligations 201 106 307 Long-term lease obligations $ 924 $ 176 $ 1,100 |
Finance Lease Liability Maturity Schedule | Future maturities of lease liabilities at December 31, 2021 are presented in the following table: Operating Leases Finance Leases Total 2022 $ 236 $ 116 $ 352 2023 211 76 287 2024 185 48 233 2025 156 16 172 2026 124 11 135 Later years 456 83 539 Total lease payments 1,368 350 1,718 Less: Imputed interest 243 68 311 Total lease obligations 1,125 282 1,407 Less: Current obligations 201 106 307 Long-term lease obligations $ 924 $ 176 $ 1,100 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt and Lease Obligation [Abstract] | |
Summary of Long-Term Debt | The table below shows our long‑term debt included in the accompanying Consolidated Balance Sheets: December 31, 2021 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 — 4.375% due 2030 1,450 — 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 443 403 Unamortized issue costs and note discounts (151) (176) Total long-term debt 15,646 15,719 Less current portion 135 145 Long-term debt, net of current portion $ 15,511 $ 15,574 |
Schedule of Future Long Term Debt Maturities and Minimum Operating Lease Payments | Future long‑term debt maturities, including finance lease obligations were as follows as of December 31, 2021: Years Ending December 31, Later Years Total 2022 2023 2024 2025 2026 Long-term debt, including finance lease obligations $ 15,797 $ 135 $ 1,983 $ 1,446 $ 742 $ 2,120 $ 9,371 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Information Related to Stock-Based Awards by Grant Date | The table below shows certain stock option and RSU grants and other awards, net of forfeitures, that comprise the stock‑based compensation expense recorded in the year ended December 31, 2021. Compensation cost is measured by the fair value of the awards on their grant dates and is recognized over the requisite service period of the awards, whether or not the awards had any intrinsic value during the period. Grant Date Awards Exercise Price Fair Value Stock-Based Compensation Expense for Year Ended December 31, 2021 (In Thousands) (In Millions) Stock options: February 27, 2019 188 $ 28.26 $ 12.49 $ 1 Restricted stock units: May 7, 2021 37 $ 47.99 2 February 24, 2021 585 $ 52.85 12 February 26, 2020 1,221 $ 27.80 15 February 27, 2019 790 $ 28.26 5 January 31, 2019 318 $ 21.99 2 Other grants (1) 661 $ 30.73 6 Other stock-based compensation plans: USPI management equity plan 1,883 $ 34.13 13 $ 56 (1) Per-share value presented is the weighted-average grant date fair value of the grants included. Grant dates range from June 2016 to September 2021 with per‑share grant date fair values ranging from $18.11 to $74.99. |
Summary of Stock Option Activity | The following table summarizes stock option activity during the years ended December 31, 2021, 2020 and 2019: Options Wtd. Avg. Aggregate Wtd. Avg (In Millions) Outstanding at December 31, 2018 2,262,743 $ 19.12 Granted 230,713 $ 28.28 Exercised (306,427) $ 18.05 Forfeited/Expired (226,037) $ 20.21 Outstanding at December 31, 2019 1,960,992 $ 20.24 Exercised (987,471) $ 17.96 Forfeited/Expired (60,990) $ 23.28 Outstanding at December 31, 2020 912,531 $ 22.51 Exercised (391,533) $ 20.66 Outstanding at December 31, 2021 520,998 $ 23.90 $ 30 6.2 years Vested and expected to vest at December 31, 2021 520,998 $ 23.90 $ 30 6.2 years Exercisable at December 31, 2021 324,980 $ 21.25 $ 20 5.7 years |
Summary of Information About Stock Options by Range of Exercise Prices | The following table summarizes information about our outstanding stock options at December 31, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Number of Wtd. Avg. Wtd. Avg. Number of Wtd. Avg. $18.99 to $20.609 293,796 5.6 years $ 19.75 293,796 $ 19.75 $20.61 to $35.430 227,202 6.9 years 29.26 31,184 35.43 520,998 6.2 years $ 23.90 324,980 $ 21.25 |
Schedule of Stock Options by Monetary Status and Employment Status of the Awardees | As of December 31, 2021, 57.0% of all our outstanding options were held by current employees and 43.0% were held by former employees. Of our outstanding options, 100% were in‑the‑money, that is, they had exercise price less than the $81.69 market price of our common stock on December 31, 2021. In-the-Money Options Out-of-the-Money Options All Options Outstanding % of Total Outstanding % of Total Outstanding % of Total Current employees 296,916 57.0 % — — % 296,916 57.0 % Former employees 224,082 43.0 % — — % 224,082 43.0 % Totals 520,998 100.0 % — — 520,998 100.0 % % of all outstanding options 100.0 % — % 100.0 % |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during the years ended December 31, 2021, 2020 and 2019: Restricted Stock Units Wtd. Avg. Grant Date Fair Value Per Unit Unvested at December 31, 2018 1,884,130 $ 32.25 Granted 1,481,021 $ 27.87 Vested (1,562,191) $ 36.45 Forfeited (339,461) $ 24.74 Unvested at December 31, 2019 1,463,499 $ 25.08 Granted 1,767,730 $ 27.72 Vested (825,727) $ 25.66 Forfeited (310,296) $ 32.09 Unvested at December 31, 2020 2,095,206 $ 25.87 Granted 900,018 $ 58.61 Vested (765,814) $ 30.51 Forfeited (58,208) $ 37.60 Unvested at December 31, 2021 2,171,202 $ 40.51 The following table summarizes RSU activity under USPI’s management equity plan during the year ended December 31, 2021 and 2020: Number of Wtd. Avg. Grant Inception of Plan Granted 2,556,353 $ 34.13 Forfeited (531,297) $ 34.13 Unvested at December 31, 2020 2,025,056 $ 34.13 Granted 76,990 $ 34.13 Vested (388,588) $ 34.13 Forfeited (218,576) $ 34.13 Unvested at December 31, 2021 1,494,882 $ 34.13 |
Schedule of Share-based Payment Award, Awards Other Than Options, Valuation Assumptions | Significant inputs used in our valuation of these RSUs included the following: Years Ended December 31, 2021 2020 Expected volatility 65.2% - 79.3% 54.7 % Risk-free interest rate 0.1% - 0.6% 1.2 % |
Schedule of Employee Stock Purchase Plan Activity | We issued the following numbers of shares under our employee stock purchase plan: Years Ended December 31, 2021 2020 2019 Number of shares 89,865 254,767 215,422 Weighted average price $ 63.01 $ 19.97 $ 24.44 |
Schedule of Reconciliation of Funded Status of Plans, the Amounts included in the Consolidated Balance Sheets and Assumptions Used for Projected Benefit Obligations | The following tables summarize the balance sheet impact, as well as the benefit obligations, funded status and rate assumptions associated with the SERPs and the DMC Pension Plan based on actuarial valuations prepared: December 31, 2021 2020 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,429) $ (1,369) Interest cost (36) (47) Actuarial gain (loss) 42 (92) Benefits paid 110 79 Ending obligations (1,313) (1,429) Fair value of plans assets Beginning plan assets 869 790 Gain on plan assets 62 98 Employer contribution 22 38 Benefits paid (86) (57) Ending plan assets 867 869 Funded status of plans $ (446) $ (560) (1) The accumulated benefit obligation at December 31, 2021 and 2020 was approximately $1.311 billion and $1.426 billion, respectively. December 31, 2021 2020 Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (25) $ (63) Other long-term liability $ (421) $ (497) Accumulated other comprehensive loss $ 294 $ 355 SERP Assumptions: Discount rate 3.00 % 2.75 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2021 December 31, 2020 DMC Pension Plan Assumptions: Discount rate 2.89 % 2.53 % Compensation increase rate Frozen Frozen Measurement date December 31, 2021 December 31, 2020 |
Schedule of Components of Net Benefit Costs and Assumptions Used for Net Periodic Benefit Costs | The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2021 2020 2019 Interest costs $ 36 $ 47 $ 58 Expected return on plan assets (53) (48) (46) Amortization of net actuarial loss 11 9 10 Special termination benefit costs — — 1 Net periodic benefit cost (income) $ (6) $ 8 $ 23 SERP Assumptions: Discount rate 2.75 % 3.50 % 4.50 % Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2021 January 1, 2020 January 1, 2019 Census date January 1, 2021 January 1, 2020 January 1, 2019 DMC Pension Plan Assumptions: Discount rate 2.53 % 3.60 % 4.62 % Long-term rate of return on assets 6.25 % 6.25 % 6.50 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2021 January 1, 2020 January 1, 2019 Census date January 1, 2021 January 1, 2020 January 1, 2019 |
Schedule of Weighted-Average Asset Allocations by Asset Category | The weighted‑average asset allocations by asset category as of December 31, 2021, were as follows: Asset Category Target Actual Cash and cash equivalents — % 1 % Equity securities 32 % 28 % Debt securities 58 % 59 % Alternative investments 11 % 11 % |
Summary of DMC Pension Plan Assets Measured at Fair Value on a Recurring Basis Aggregated by the Level in the Fair Value Hierarchy | The following tables summarize the DMC Pension Plan assets measured at fair value on a recurring basis as of December 31, 2021 and 2020, aggregated by the level in the fair value hierarchy within which those measurements are determined. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. We consider a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices for similar assets, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. December 31, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents $ 11 $ 11 $ — $ — Equity securities 242 242 — — Debt Securities: U.S. government obligations 67 67 — — Corporate debt securities 448 448 — — Alternative investments: Private equity securities 57 — — 57 Real estate securities 16 16 — — Hedge funds 26 — — 26 $ 867 $ 784 $ — $ 83 December 31, 2020 Level 1 Level 2 Level 3 Cash and cash equivalents $ 44 $ 44 $ — $ — Equity securities 484 484 — — Debt Securities: U.S. government obligations 76 76 — — Corporate debt securities 240 240 — — Alternative investments: Private equity securities 8 — — 8 Hedge funds 17 — 17 — $ 869 $ 844 $ 17 $ 8 |
Schedule of Estimated Future Benefit Payments | The following table presents the estimated future benefit payments to be made from the SERPs and the DMC Pension Plan, a portion of which will be funded from plan assets, for the next five years and in the aggregate for the five years thereafter: Years Ending December 31, Five Years Thereafter Total 2022 2023 2024 2025 2026 Estimated benefit payments $ 828 $ 83 $ 84 $ 85 $ 85 $ 85 $ 406 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | The principal components of property and equipment are shown in the table below: December 31, 2021 2020 Land $ 635 $ 612 Buildings and improvements 6,652 6,985 Construction in progress 166 33 Equipment 4,455 4,593 Finance lease assets 479 512 12,387 12,735 Accumulated depreciation and amortization (5,960) (6,043) Net property and equipment $ 6,427 $ 6,692 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The following table provides information on changes in the carrying amount of goodwill, which was included in the accompanying Consolidated Balance Sheets: December 31, 2021 2020 Hospital Operations Goodwill at beginning of period: Goodwill $ 5,375 $ 5,338 Accumulated impairment losses (2,430) (2,430) 2,945 2,908 Goodwill transferred from Ambulatory Care segment 41 — Goodwill related to assets held for sale and disposed (178) 37 Goodwill at end of period $ 2,808 $ 2,945 Goodwill at end of period: Goodwill $ 5,238 $ 5,375 Accumulated impairment losses (2,430) (2,430) Goodwill at end of period $ 2,808 $ 2,945 Ambulatory Care Goodwill at beginning of period $ 5,258 $ 3,739 Goodwill acquired during the year and purchase price allocation adjustments 664 1,581 Goodwill transferred to Hospital Operations segment (41) — Goodwill related to assets held for sale and disposed or deconsolidated facilities (33) (62) Goodwill at end of period $ 5,848 $ 5,258 Conifer Goodwill at beginning of period $ 605 $ 605 Goodwill acquired during the year and purchase price allocation adjustments — — Goodwill related to assets held for sale and disposed or deconsolidated facilities — — Goodwill at end of period $ 605 $ 605 |
Schedule of Other Intangible Assets | The following table provides information regarding other intangible assets, which were included in the accompanying Consolidated Balance Sheets as of December 31, 2021 and 2020: Gross Accumulated Net Book At December 31, 2021: Capitalized software costs $ 1,770 $ (1,165) $ 605 Trade names 102 — 102 Contracts 897 (128) 769 Other 102 (81) 21 Total $ 2,871 $ (1,374) $ 1,497 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 as of December 31, 2021 was as follows: Total Years Ending December 31, Later Years 2022 2023 2024 2025 2026 Amortization of intangible assets $ 786 $ 147 $ 119 $ 108 $ 94 $ 73 $ 245 |
INVESTMENTS AND OTHER ASSETS (T
INVESTMENTS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments and Other Assets | The principal components of investments and other assets in the accompanying Consolidated Balance Sheets are as follows: December 31, 2021 2020 Marketable securities $ 9 $ 3 Equity investments in unconsolidated healthcare entities 1,806 1,024 Total investments 1,815 1,027 Cash surrender value of life insurance policies 47 42 Long-term deposits 57 67 California provider fee program receivables 213 206 Operating lease assets 1,002 1,062 Land held for expansion, other long-term receivables and other assets 120 130 Investments and other assets $ 3,254 $ 2,534 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Our accumulated other comprehensive loss is comprised of the following: December 31, 2021 2020 Adjustments for defined benefit plans $ (232) $ (281) Foreign currency translation adjustments and other (1) — Accumulated other comprehensive loss $ (233) $ (281) |
NET OPERATING REVENUES - (Table
NET OPERATING REVENUES - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Sources of Net Operating Revenues Less Provisions for Doubtful Accounts and Implicit Price Concessions | The table below shows our sources of net operating revenues less implicit price concessions from continuing operations: Years Ended December 31, 2021 2020 2019 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 2,615 $ 2,695 $ 2,888 Medicaid 1,254 1,081 1,193 Managed care 9,985 9,022 9,516 Uninsured 199 162 92 Indemnity and other 706 658 679 Total 14,759 13,618 14,368 Other revenues (1) 1,223 1,172 1,154 Hospital Operations total prior to inter-segment eliminations 15,982 14,790 15,522 Ambulatory Care 2,718 2,072 2,158 Conifer 1,267 1,306 1,372 Inter-segment eliminations (482) (528) (573) Net operating revenues $ 19,485 $ 17,640 $ 18,479 (1) Primarily physician practices revenues. The table below shows the composition of net operating revenues for our Ambulatory Care segment: Years Ended December 31, 2021 2020 2019 Net patient service revenues $ 2,604 $ 1,960 $ 2,040 Management fees 86 86 95 Revenue from other sources 28 26 23 Net operating revenues $ 2,718 $ 2,072 $ 2,158 The table below shows the composition of net operating revenues for our Conifer segment: Years Ended December 31, 2021 2020 2019 Revenue cycle services – Tenet $ 467 $ 514 $ 556 Revenue cycle services – other customers 705 700 713 Other services – Tenet 15 14 17 Other services – other customers 80 78 86 Net operating revenues $ 1,267 $ 1,306 $ 1,372 |
Revenue Expected to be Recognized in the Future Related to 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. Years Ending December 31, Later Years Total 2022 2023 2024 2025 2026 Performance obligations $ 6,181 $ 606 $ 606 $ 552 $ 552 $ 552 $ 3,313 |
CLAIMS AND LAWSUITS (Tables)
CLAIMS AND LAWSUITS (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020 and 2019: Balances at Litigation and Cash Other Balances at Year Ended December 31, 2021 $ 26 $ 116 $ (59) $ (5) $ 78 Year Ended December 31, 2020 $ 86 $ 44 $ (108) $ 4 $ 26 Year Ended December 31, 2019 $ 8 $ 141 $ (55) $ (8) $ 86 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 2020 Balances at beginning of period $ 1,952 $ 1,506 Net income 336 186 Distributions paid to noncontrolling interests (217) (135) Accretion of redeemable noncontrolling interests 11 4 Purchases and sales of businesses and noncontrolling interests, net 121 391 Balances at end of period $ 2,203 $ 1,952 The following tables show the composition by segment of our redeemable noncontrolling interests balances, as well as our net income available to redeemable noncontrolling interests: December 31, 2021 2020 Hospital Operations $ 297 $ 267 Ambulatory Care 1,425 1,273 Conifer 481 412 Redeemable noncontrolling interests $ 2,203 $ 1,952 Years Ended December 31, 2021 2020 2019 Hospital Operations $ 24 $ (33) $ (37) Ambulatory Care 243 153 159 Conifer 69 66 70 Net income available to redeemable noncontrolling interests $ 336 $ 186 $ 192 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes For Continuing Operations | The provision for income taxes for continuing operations for the years ended December 31, 2021, 2020 and 2019 consisted of the following: Years Ended December 31, 2021 2020 2019 Current tax expense (benefit): Federal $ 50 $ — $ (6) State 111 30 26 161 30 20 Deferred tax expense (benefit): Federal 267 (131) 140 State (17) 4 — 250 (127) 140 $ 411 $ (97) $ 160 |
Schedule of Reconciliation Between Reported Income Tax Expense (Benefit) and Income Taxes Calculated by the Statutory Federal Income Tax Rate | A reconciliation between the amount of reported income tax expense (benefit) and the amount computed by multiplying income from continuing operations before income taxes by the statutory federal income tax rate is shown below. State income tax expense for the year ended December 31, 2021 includes $2 million of expense related to the write‑off of expired or worthless unutilized state net operating loss carryforwards and other deferred tax assets for which a full valuation allowance had been provided in prior years. A corresponding tax benefit of $2 million is included for the year ended December 31, 2021 to reflect the reduction in the valuation allowance. Foreign pre-tax loss was $5 million for the year ended December 31, 2021, $13 million for the year ended December 31, 2020, and $6 million for the year ended December 31, 2019. Years Ended December 31, 2021 2020 2019 Tax expense at statutory federal rate of 21% $ 396 $ 141 $ 67 State income taxes, net of federal income tax benefit 77 33 21 Expired state net operating losses, net of federal income tax benefit — 1 2 Tax benefit attributable to noncontrolling interests (114) (75) (79) Nondeductible goodwill 35 — 4 Nondeductible executive compensation 8 6 6 Nondeductible litigation costs 1 — 7 Expired charitable contribution carryforward — 1 8 Stock-based compensation tax deficiencies (benefits) (5) (2) 4 Changes in valuation allowance 2 (226) 133 Change in tax contingency reserves, including interest — — (14) Prior-year provision to return adjustments and other changes in deferred taxes 8 14 (3) Other items 3 10 4 Income tax expense (benefit) $ 411 $ (97) $ 160 |
Schedule of Components of Deferred Tax Assets and Liabilities, Including Any Valuation Allowance | The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance: December 31, 2021 December 31, 2020 Assets Liabilities Assets Liabilities Depreciation and fixed-asset differences $ — $ 532 $ — $ 621 Reserves related to discontinued operations and restructuring charges 2 — 8 — Receivables (doubtful accounts and adjustments) 215 — 173 — Medicare advance payments 209 — — — Accruals for retained insurance risks 234 — 223 — Intangible assets — 396 — 385 Other long-term liabilities 23 — 55 — Benefit plans 242 — 265 — Other accrued liabilities 56 — 74 — Investments and other assets — 92 — 73 Interest expense limitation 10 — 8 — Net operating loss carryforwards 99 — 566 — Stock-based compensation 12 — 11 — Right-of-use lease assets and obligations 208 208 224 224 Other items 48 44 86 39 1,358 1,272 1,693 1,342 Valuation allowance (57) — (55) — $ 1,301 $ 1,272 $ 1,638 $ 1,342 |
Reconciliation of the Deferred Tax Assets and Liabilities and the Corresponding Amounts Reported in the Accompanying Consolidated Balance Sheets | Below is a reconciliation of the deferred tax assets and liabilities and the corresponding amounts reported in the accompanying Consolidated Balance Sheets. December 31, 2021 2020 Deferred income tax assets $ 65 $ 325 Deferred tax liabilities (36) (29) Net deferred tax asset $ 29 $ 296 |
Schedule of Changes in Unrecognized Tax Benefits That Have Impacted Deferred Tax Assets and Liabilities | The following table summarizes the total changes in unrecognized tax benefits in continuing operations during the years ended December 31, 2021, 2020 and 2019. There were no such changes in discontinued operations. The additions and reductions for tax positions include the impact of items for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductions. Such amounts include unrecognized tax benefits that have impacted deferred tax assets and liabilities at December 31, 2021, 2020 and 2019. Continuing Balance At December 31, 2018 $ 45 Reductions due to a lapse of statute of limitations (14) Balance At December 31, 2019 $ 31 Reductions due to a lapse of statute of limitations — Balance At December 31, 2020 $ 31 Increases due to tax positions taken in prior periods 3 Balance At December 31, 2021 $ 34 |
EARNINGS (LOSS) PER COMMON SH_2
EARNINGS (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators of our Basic and Diluted 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 the years ended December 31, 2021, 2020 and 2019. 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 Year Ended December 31, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 915 106,833 $ 8.56 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,738 (0.13) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 915 108,571 $ 8.43 Year Ended December 31, 2020 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 399 105,010 $ 3.80 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,253 (0.05) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 399 106,263 $ 3.75 Year Ended December 31, 2019 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (226) 103,398 $ (2.19) 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 $ (226) 103,398 $ (2.19) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | 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 this 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: December 31, 2020 Quoted Prices Significant Other Significant Long-lived assets held for sale $ 140 $ — $ 140 $ — Long-lived assets held and used 483 — 483 — $ 623 $ — $ 623 $ — |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | Preliminary or final purchase price allocations for all the acquisitions made during the years ended December 31, 2021, 2020 and 2019 are as follows: Years Ended December 31, 2021 2020 2019 Current assets $ 59 $ 67 $ 16 Property and equipment 88 63 20 Other intangible assets 8 14 4 Goodwill 664 1,581 43 Other long-term assets, including previously held equity method investments 753 38 24 Current liabilities (25) (45) (16) Long-term liabilities (70) (43) (35) Redeemable noncontrolling interests in equity of consolidated subsidiaries (139) (478) (18) Noncontrolling interests (95) (20) (7) Cash paid, net of cash acquired (1,220) (1,177) (25) Gains on consolidations $ 23 $ — $ 6 |
Business Acquisition, Pro Forma Information | The following table provides certain pro forma information for Tenet as if the 2021 SCD Centers acquisition had occurred at the beginning of the year ended December 31, 2020: Year Ended December 31, 2021 2020 Net operating revenues $ 19,627 $ 17,752 Equity in earnings of unconsolidated affiliates $ 258 $ 192 Net income available to Tenet Healthcare Corporation common shareholders $ 941 $ 416 Diluted earnings per share available to Tenet Healthcare Corporation common shareholders $ 8.66 $ 3.92 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Assets by Reportable Segment to Consolidated Assets | The following table includes amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations: December 31, 2021 2020 2019 Assets: Hospital Operations $ 17,173 $ 18,048 $ 16,196 Ambulatory Care 9,473 8,048 6,195 Conifer 933 1,010 974 Total $ 27,579 $ 27,106 $ 23,365 |
Reconciliation of Other Significant Reconciling Items From Segments to Consolidated | Years Ended December 31, 2021 2020 2019 Capital expenditures: Hospital Operations $ 578 $ 467 $ 572 Ambulatory Care 66 51 75 Conifer 14 22 23 Total $ 658 $ 540 $ 670 Net operating revenues: Hospital Operations total prior to inter-segment eliminations $ 15,982 $ 14,790 $ 15,522 Ambulatory Care 2,718 2,072 2,158 Conifer Tenet 482 528 573 Other clients 785 778 799 Total Conifer revenues 1,267 1,306 1,372 Inter-segment eliminations (482) (528) (573) Total $ 19,485 $ 17,640 $ 18,479 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 25 $ 6 $ 15 Ambulatory Care 193 163 160 Total $ 218 $ 169 $ 175 Adjusted EBITDA: Hospital Operations $ 1,931 $ 1,911 $ 1,449 Ambulatory Care 1,197 868 895 Conifer 355 367 386 Total $ 3,483 $ 3,146 $ 2,730 Years Ended December 31, 2021 2020 2019 Depreciation and amortization: Hospital Operations $ 722 $ 739 $ 733 Ambulatory Care 95 81 72 Conifer 38 37 45 Total $ 855 $ 857 $ 850 Adjusted EBITDA $ 3,483 $ 3,146 $ 2,730 Income (loss) from divested and closed businesses (1) 20 (2) Depreciation and amortization (855) (857) (850) Impairment and restructuring charges, and acquisition-related costs (85) (290) (185) Litigation and investigation costs (116) (44) (141) Interest expense (923) (1,003) (985) Loss from early extinguishment of debt (74) (316) (227) Other non-operating income (expense), net 14 1 (5) Net gains (losses) on sales, consolidation and deconsolidation of facilities 445 14 (15) Income from continuing operations, before income taxes $ 1,888 $ 671 $ 320 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Description of Business (Details) | 12 Months Ended |
Dec. 31, 2021hospitalhealthcare_facility | |
Business Acquisition [Line Items] | |
Number of hospitals operated by subsidiaries | hospital | 60 |
Number of outpatient centers | 535 |
Number of outpatient centers recorded using equity method | 167 |
Conifer Health Solutions, LLC | |
Business Acquisition [Line Items] | |
Ownership percentage of subsidiary | 76.00% |
United Surgical Partners International | Redeemable Noncontrolling Interests | |
Business Acquisition [Line Items] | |
Joint venture ownership (as a percentage) | 95.00% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Jan. 01, 2019 |
Business Acquisition [Line Items] | ||||
Increase (decrease) accumulated deficit | $ (1,214) | $ (2,128) | ||
Operating lease assets | 1,002 | 1,062 | ||
Operating lease liabilities, current | 201 | 188 | ||
Operating lease liabilities, long-term | $ 924 | $ 999 | ||
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjustment | ||||
Business Acquisition [Line Items] | ||||
Increase (decrease) accumulated deficit | $ (14) | |||
Accounting Standards Update 2016-02 | ||||
Business Acquisition [Line Items] | ||||
Operating lease assets | $ 822 | |||
Operating lease liabilities, current | 147 | |||
Operating lease liabilities, long-term | 715 | |||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | ||||
Business Acquisition [Line Items] | ||||
Increase (decrease) accumulated deficit | $ 1 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - COVID-19 Pandemic (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Cash payments received including contributions from affiliates | $ 215,000,000 | $ 974,000,000 | |
Received cash payments | 178,000,000 | 900,000,000 | |
Grant income | 191,000,000 | 882,000,000 | $ 0 |
Deferred revenue | 5,000,000 | 18,000,000 | |
Contract liabilities | 959,000,000 | 659,000,000 | |
Contract liabilities – long-term | 15,000,000 | 918,000,000 | |
Accrued Compensation And Benefits | |||
Business Acquisition [Line Items] | |||
Deferred social security tax payments | 128,000,000 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||
Business Acquisition [Line Items] | |||
Received cash payments | 37,000,000 | 74,000,000 | |
Grant income | 14,000,000 | 17,000,000 | |
Hospital Operations | |||
Business Acquisition [Line Items] | |||
Received cash payments | 142,000,000 | 824,000,000 | |
Grant income | 142,000,000 | 823,000,000 | |
Contract liabilities advance payments | 457,000,000 | ||
Ambulatory Care | |||
Business Acquisition [Line Items] | |||
Received cash payments | 36,000,000 | 76,000,000 | |
Grant income | 49,000,000 | 59,000,000 | |
Contract liabilities advance payments | 36,000,000 | ||
Repayment of government advances | 83,000,000 | ||
Contract liabilities | 4,000,000 | 93,000,000 | 0 |
Contract liabilities – long-term | 0 | 83,000,000 | $ 0 |
Ambulatory Care | Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||
Business Acquisition [Line Items] | |||
Contract liabilities advance payments | 40,000,000 | ||
Repayment of government advances | 64,000,000 | ||
Contract liabilities | 51,000,000 | ||
Contract liabilities – long-term | 62,000,000 | ||
Hospital Operations And Ambulatory Care | |||
Business Acquisition [Line Items] | |||
Contract liabilities | $ 880,000,000 | 603,000,000 | |
Contract liabilities – long-term | $ 902,000,000 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Net Operating Revenues (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Cost report filing period after end of annual cost reporting period | 5 months |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and Cash Equivalents | |||
Cash and cash equivalents | $ 2,364 | $ 2,446 | |
Accrued property and equipment purchases for items received but not yet paid | 95 | 93 | $ 136 |
Captive Insurance Subsidiaries | |||
Cash and Cash Equivalents | |||
Cash and cash equivalents | 188 | 166 | |
Accounts Payable | |||
Cash and Cash Equivalents | |||
Book overdrafts classified as accounts payable | 226 | 154 | |
Accrued property and equipment purchases for items received but not yet paid | $ 88 | $ 85 | $ 119 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Investments in Unconsolidated Affiliates (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)healthcare_facility | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Number of outpatient centers recorded using equity method | healthcare_facility | 167 | ||
Grant income | $ 191,000,000 | $ 882,000,000 | $ 0 |
Percentage of investee results reflected on date of acquisition | 1 | ||
Current assets | $ 7,075,000,000 | 7,147,000,000 | |
Current liabilities | (5,109,000,000) | (4,847,000,000) | |
Noncontrolling interests | (1,026,000,000) | (909,000,000) | |
Net operating revenues | 19,485,000,000 | 17,640,000,000 | 18,479,000,000 |
Net income | 1,476,000,000 | 768,000,000 | 171,000,000 |
Equity in earnings of unconsolidated affiliates | 218,000,000 | 169,000,000 | 175,000,000 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||
Schedule of Equity Method Investments [Line Items] | |||
Grant income | 14,000,000 | 17,000,000 | |
Current assets | 1,176,000,000 | 1,309,000,000 | 1,180,000,000 |
Noncurrent assets | 1,390,000,000 | 1,262,000,000 | 1,042,000,000 |
Current liabilities | (495,000,000) | (516,000,000) | (372,000,000) |
Noncurrent liabilities | (855,000,000) | (866,000,000) | (739,000,000) |
Noncontrolling interests | (659,000,000) | (621,000,000) | (579,000,000) |
Net operating revenues | 3,030,000,000 | 2,665,000,000 | 2,680,000,000 |
Net income | 836,000,000 | 702,000,000 | 765,000,000 |
Net income attributable to the investees | 499,000,000 | 437,000,000 | 499,000,000 |
Texas Health Ventures Group, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings of unconsolidated affiliates | $ 107,000,000 | 85,000,000 | 79,000,000 |
Ambulatory Care | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of outpatient centers recorded not using equity method | healthcare_facility | 257 | ||
Number of outpatient centers recorded using equity method | healthcare_facility | 166 | ||
Number of outpatient centers | healthcare_facility | 423 | ||
Grant income | $ 49,000,000 | 59,000,000 | |
Net operating revenues | 2,718,000,000 | 2,072,000,000 | 2,158,000,000 |
Equity in earnings of unconsolidated affiliates | $ 193,000,000 | $ 163,000,000 | $ 160,000,000 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Buildings and improvements | Minimum | |||
Property and equipment | |||
Useful life | 15 years | ||
Buildings and improvements | Maximum | |||
Property and equipment | |||
Useful life | 40 years | ||
Equipment | Minimum | |||
Property and equipment | |||
Useful life | 3 years | ||
Equipment | Maximum | |||
Property and equipment | |||
Useful life | 15 years | ||
Newly Constructed Hospitals | |||
Property and equipment | |||
Useful life | 50 years | ||
Construction in progress | |||
Property and equipment | |||
Interest costs capitalized related to construction projects | $ 4 | $ 5 | $ 11 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | 12 Months Ended |
Dec. 31, 2021renewal_option | |
Property and equipment | |
Number of renewal options | 1 |
Intangible assets, estimated useful life | 15 years |
Minimum | |
Property and equipment | |
Operating lease, renewal term | 5 years |
Maximum | |
Property and equipment | |
Operating lease, renewal term | 10 years |
Real estate | Minimum | |
Property and equipment | |
Operating lease, term of contract | 5 years |
Real estate | Maximum | |
Property and equipment | |
Operating lease, term of contract | 10 years |
Equipment | |
Property and equipment | |
Operating lease, term of contract | 3 years |
Equipment | Minimum | |
Property and equipment | |
Useful life | 3 years |
Equipment | Maximum | |
Property and equipment | |
Useful life | 15 years |
Medical Equipment | |
Property and equipment | |
Operating lease, term of contract | 3 years |
Medical Equipment | Minimum | |
Property and equipment | |
Useful life | 5 years |
Medical Equipment | Maximum | |
Property and equipment | |
Useful life | 7 years |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Other Intangible Assets | |
Estimated useful life | 15 years |
Capitalized software costs | Minimum | |
Goodwill and Other Intangible Assets | |
Estimated useful life | 3 years |
Capitalized software costs | Maximum | |
Goodwill and Other Intangible Assets | |
Estimated useful life | 15 years |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Revenue generated by general hospitals | 80.00% | 81.00% | 81.00% |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | $ 2,054 | $ 937 | $ 437 | $ 624 |
Net income attributable to noncontrolling interests | 1,140 | 582 | (21) | |
Noncontrolling Interests | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 1,026 | 909 | 854 | $ 806 |
Net income attributable to noncontrolling interests | 226 | 183 | 194 | |
Noncontrolling Interests | Hospital Operations | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 128 | 116 | ||
Net income attributable to noncontrolling interests | 21 | 14 | 16 | |
Noncontrolling Interests | Ambulatory Care | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 898 | 793 | ||
Net income attributable to noncontrolling interests | $ 205 | $ 169 | $ 178 |
ACCOUNTS RECEIVABLE - Component
ACCOUNTS RECEIVABLE - Components (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 2,770 | $ 2,690 |
Continuing Operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Patient accounts receivable | 2,600 | 2,499 |
Estimated future recoveries | 137 | 156 |
Net cost reports and settlements receivable and valuation allowances | 33 | 34 |
Accounts receivable, net | 2,770 | 2,689 |
Discontinued operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 0 | $ 1 |
ACCOUNTS RECEIVABLE - Location
ACCOUNTS RECEIVABLE - Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Other current assets | $ 2,770 | $ 2,690 |
Investments and other assets | 213 | 206 |
Liabilities: | ||
Other current liabilities | 1,300 | 1,207 |
California's Provider Fee Program | Other Current Assets | ||
Assets: | ||
Other current assets | 370 | 378 |
California's Provider Fee Program | Other Assets | ||
Assets: | ||
Investments and other assets | 213 | 206 |
California's Provider Fee Program | Other Current Liabilities | ||
Liabilities: | ||
Other current liabilities | 123 | 110 |
California's Provider Fee Program | Other Long-term Liabilities | ||
Liabilities: | ||
Other long-term liabilities | $ 60 | $ 56 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | $ 747 | $ 764 | $ 820 |
Uninsured patients | |||
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | 650 | 617 | 664 |
Charity care patients | |||
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | $ 97 | $ 147 | $ 156 |
CONTRACT BALANCES - Hospital Op
CONTRACT BALANCES - Hospital Operations and Ambulatory Care Segments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Percentage of contract assets that meet the conditions for unconditional right to payment (percentage) | 91.00% | 91.00% |
Contract Liability-Current Deferred Revenue | ||
Balance at beginning of period | $ 659 | |
Balance at end of period | 959 | $ 659 |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 918 | |
Balance at end of period | 15 | 918 |
Hospital Operations And Other | ||
Contract Assets | ||
Balance at beginning of period | 208 | 170 |
Balance at end of period | 181 | 208 |
Increase (decrease) | (27) | 38 |
Contract Liability-Current Deferred Revenue | ||
Balance at beginning of period | 510 | 0 |
Balance at end of period | 876 | 510 |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 819 | 0 |
Balance at end of period | 0 | 819 |
Hospital Operations And Other | Short-term Contract with Customer | ||
Contract Liability-Current Deferred Revenue | ||
Increase (decrease) | 366 | 510 |
Contract Liability-Long-term Deferred Revenue | ||
Increase (decrease) | 366 | 510 |
Hospital Operations And Other | Long-term Contract with Customer | ||
Contract Liability-Current Deferred Revenue | ||
Increase (decrease) | (819) | 819 |
Contract Liability-Long-term Deferred Revenue | ||
Increase (decrease) | (819) | 819 |
Ambulatory Care | ||
Contract Liability-Current Deferred Revenue | ||
Balance at beginning of period | 93 | 0 |
Balance at end of period | 4 | 93 |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 83 | 0 |
Balance at end of period | 0 | 83 |
Ambulatory Care | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Contract Liability-Current Deferred Revenue | ||
Balance at beginning of period | 51 | |
Balance at end of period | 51 | |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 62 | |
Balance at end of period | 62 | |
Ambulatory Care | Short-term Contract with Customer | ||
Contract Liability-Current Deferred Revenue | ||
Increase (decrease) | (89) | 93 |
Contract Liability-Long-term Deferred Revenue | ||
Increase (decrease) | (89) | 93 |
Ambulatory Care | Long-term Contract with Customer | ||
Contract Liability-Current Deferred Revenue | ||
Increase (decrease) | (83) | 83 |
Contract Liability-Long-term Deferred Revenue | ||
Increase (decrease) | $ (83) | $ 83 |
CONTRACT BALANCES - Conifer Seg
CONTRACT BALANCES - Conifer Segment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract Liability-Current Deferred Revenue | ||
Balance at beginning of period | $ 659 | |
Balance at end of period | 959 | $ 659 |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 918 | |
Balance at end of period | 15 | 918 |
Conifer Segment | ||
Receivables | ||
Balance at beginning of period | 56 | 26 |
Balance at end of period | 28 | 56 |
Increase (decrease) | (28) | 30 |
Contract Asset-Unbilled Revenue | ||
Balance at beginning of period | 20 | 11 |
Balance at end of period | 18 | 20 |
Increase (decrease) | (2) | 9 |
Contract Liability-Current Deferred Revenue | ||
Balance at beginning of period | 56 | 61 |
Balance at end of period | 79 | 56 |
Contract Liability-Long-term Deferred Revenue | ||
Balance at beginning of period | 16 | 18 |
Balance at end of period | 15 | 16 |
Amount of revenue recognized by Conifer that was included in the opening current deferred revenue liability | 56 | 61 |
Conifer Segment | Short-term Contract with Customer | ||
Contract Liability-Current Deferred Revenue | ||
Increase (decrease) | 23 | (5) |
Contract Liability-Long-term Deferred Revenue | ||
Increase (decrease) | 23 | (5) |
Conifer Segment | Long-term Contract with Customer | ||
Contract Liability-Current Deferred Revenue | ||
Increase (decrease) | (1) | (2) |
Contract Liability-Long-term Deferred Revenue | ||
Increase (decrease) | $ (1) | $ (2) |
CONTRACT BALANCES - Contract Co
CONTRACT BALANCES - Contract Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Amortized customer contract costs | $ 4 | $ 4 | $ 5 |
Unamortized contract costs | $ 23 | $ 24 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2021hospital | Dec. 31, 2019hospital | Mar. 31, 2019hospital | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Current Assets and Liabilities Held for Sale | ||||||
Impairment charges | $ 8,000,000 | $ 92,000,000 | $ 42,000,000 | |||
Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Impairment charges | 0 | 0 | 26,000,000 | |||
Miami-Area Hospitals | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Number of hospitals for sale | hospital | 5 | |||||
Gain (loss) on sale of properties | 406,000,000 | |||||
Urgent Care Centers | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Gain (loss) on sale of properties | 14,000,000 | |||||
Philadelphia Building | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Gain (loss) on sale of properties | $ 2,000,000 | |||||
Memphis Area | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Number of hospitals | hospital | 2 | |||||
Chicago-area | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Gain (loss) on sale of properties | $ 5,000,000 | $ 14,000,000 | ||||
Number of hospitals | hospital | 3 |
ASSETS AND LIABILITIES HELD F_4
ASSETS AND LIABILITIES HELD FOR SALE - Significant Components (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Accumulated other comprehensive loss | $ 453 | $ 70 | $ 25 |
Chicago-area | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Accumulated other comprehensive loss | (2) | 3 | (19) |
Gain (loss) on sale of properties | 5 | 14 | |
Miami area | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Accumulated other comprehensive loss | $ 455 | $ 67 | $ 44 |
IMPAIRMENT AND RESTRUCTURING _2
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Number of continuing operating segments | segment | 3 | ||
Impairment and restructuring charges, and acquisition-related costs | $ 85 | $ 290 | $ 185 |
Restructuring charges | 57 | 184 | 137 |
Impairment charges | 8 | 92 | 42 |
Acquisition costs | 20 | 14 | 6 |
Acquisition-related transaction costs | 14 | 6 | |
Other impairment charges | 16 | 16 | |
Memphis Area | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 26 | ||
Buildings Subject To Impairment Charges | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Assets for which impairment charges have been recorded | 483 | ||
Series of Individual Business Acquisitions | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Acquisition-related transaction costs | 20 | 14 | 6 |
Employee Severance | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | 14 | 65 | 57 |
Global Business Center in Republic of Philippines | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | 19 | 50 | 28 |
Other Restructuring | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | 24 | 32 | 46 |
USPI Management Equity Plan | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | 23 | ||
Contract and Lease Termination Fees | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | 14 | 6 | |
Ambulatory Care | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 5 | 12 | 6 |
Hospital Operations | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 79 | 31 | |
Conifer Segment | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | $ 3 | $ 1 | $ 5 |
LEASES - Balance Sheet Componen
LEASES - Balance Sheet Components (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease assets | $ 1,002 | $ 1,062 |
Finance lease assets | 333 | 345 |
Total leased assets | 1,335 | 1,407 |
Operating lease liabilities, current | 201 | 188 |
Operating lease liabilities, long-term | 924 | 999 |
Total operating lease liabilities | 1,125 | 1,187 |
Finance lease liabilities, current | 106 | 122 |
Finance lease liabilities, long-term | 176 | 151 |
Total finance lease liabilities | 282 | 273 |
Total lease liabilities | $ 1,407 | $ 1,460 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Investments and other assets | Investments and other assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt | Current portion of long-term debt |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net of current portion | Long-term debt, net of current portion |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 241 | $ 247 | $ 211 |
Finance lease expense: | |||
Amortization of leased assets | 71 | 86 | 85 |
Interest on lease liabilities | 9 | 11 | 15 |
Total finance lease expense | 80 | 97 | 100 |
Variable and short term-lease expense | 171 | 156 | 133 |
Total lease expense | $ 492 | $ 500 | $ 444 |
Weighted-average remaining lease term (years), operating leases | 7 years 6 months | 7 years 10 months 24 days | 7 years 9 months 18 days |
Weighted-average remaining lease term (years), finance leases | 5 years 8 months 12 days | 5 years 8 months 12 days | 5 years 4 months 24 days |
Weighted-average discount rate, operating leases (percentage) | 5.10% | 5.50% | 5.60% |
Weighted-average discount rate, finance leases (percentage) | 5.40% | 5.60% | 5.50% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 237 | $ 239 | $ 197 |
Operating cash outflows from finance leases | 12 | 15 | 18 |
Financing cash outflows from finance leases | 140 | 154 | 151 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 176 | 304 | 249 |
Finance leases | $ 136 | $ 98 | $ 141 |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 236 | |
2023 | 211 | |
2024 | 185 | |
2025 | 156 | |
2026 | 124 | |
Later years | 456 | |
Total lease payments | 1,368 | |
Less: Imputed interest | 243 | |
Total operating lease liabilities | 1,125 | $ 1,187 |
Less: Current obligations | 201 | 188 |
Long-term lease obligations | 924 | 999 |
Finance Leases | ||
2022 | 116 | |
2023 | 76 | |
2024 | 48 | |
2025 | 16 | |
2026 | 11 | |
Later years | 83 | |
Total lease payments | 350 | |
Less: Imputed interest | 68 | |
Total finance lease liabilities | 282 | 273 |
Less: Current obligations | 106 | 122 |
Long-term lease obligations | 176 | 151 |
Total | ||
2022 | 352 | |
2023 | 287 | |
2024 | 233 | |
2025 | 172 | |
2026 | 135 | |
Later years | 539 | |
Total lease payments | 1,718 | |
Less: Imputed interest | 311 | |
Total lease liabilities | 1,407 | $ 1,460 |
Less: Current obligations | 307 | |
Long-term lease obligations | $ 1,100 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Apr. 30, 2020 |
Debt Instrument [Line Items] | |||||||
Finance leases, mortgage and other notes | $ 443 | $ 403 | |||||
Unamortized issue costs and note discounts | (151) | (176) | |||||
Total long-term debt | 15,646 | 15,719 | |||||
Less current portion | 135 | 145 | |||||
Long-term debt, net of current portion | 15,511 | 15,574 | |||||
Senior Notes | 6.750% due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 1,872 | 1,872 | |||||
Interest rate, stated percentage | 6.75% | ||||||
Senior Notes | 7.000% due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 0 | 478 | |||||
Interest rate, stated percentage | 7.00% | 7.00% | |||||
Senior Notes | 6.125% due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 2,500 | 2,500 | |||||
Interest rate, stated percentage | 6.125% | 6.125% | |||||
Senior Notes | 6.875% due 2031 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 362 | 362 | |||||
Interest rate, stated percentage | 6.875% | ||||||
Senior Notes | 4.625% due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 770 | 1,870 | |||||
Interest rate, stated percentage | 4.625% | ||||||
Senior Notes | 4.625% due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 600 | 600 | |||||
Interest rate, stated percentage | 4.625% | ||||||
Senior Notes | 7.500% due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 700 | 700 | |||||
Interest rate, stated percentage | 7.50% | 7.50% | |||||
Senior Notes | 4.875% due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 2,100 | 2,100 | |||||
Interest rate, stated percentage | 4.875% | ||||||
Senior Notes | 5.125% due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 1,500 | 1,500 | |||||
Interest rate, stated percentage | 5.125% | ||||||
Senior Notes | 4.625% due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 600 | 600 | |||||
Interest rate, stated percentage | 4.625% | 4.625% | |||||
Senior Notes | 4.250% due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 1,400 | 0 | |||||
Interest rate, stated percentage | 4.25% | ||||||
Senior Notes | 4.375% due 2030 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 1,450 | 0 | |||||
Interest rate, stated percentage | 4.375% | 4.375% | |||||
Senior Notes | 5.125% due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 0 | 1,410 | |||||
Interest rate, stated percentage | 5.125% | ||||||
Senior Notes | 6.250% due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 1,500 | $ 1,500 | |||||
Interest rate, stated percentage | 6.25% |
LONG-TERM DEBT - Credit Agreeme
LONG-TERM DEBT - Credit Agreement and Letter of Credit Facility (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)day | Mar. 31, 2021 | Jul. 31, 2020 | Mar. 31, 2020USD ($) | Feb. 29, 2020USD ($) | |
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, maximum borrowing capacity | $ 1,900,000,000 | $ 1,500,000,000 | |||
Line of credit facility, subfacility maximum available capacity | $ 200,000,000 | ||||
Incremental period | 364 days | ||||
Cash borrowings outstanding | $ 0 | ||||
Standby letters of credit outstanding | 1,000,000 | ||||
Amount available for borrowing under revolving credit facility | $ 1,797,000,000 | ||||
Credit Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Unused commitment fee (percentage) | 0.25% | ||||
Credit Agreement | Maximum | |||||
Debt Instrument [Line Items] | |||||
Unused commitment fee (percentage) | 0.375% | ||||
Credit Agreement | Base rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Percentage margin on variable rate (percentage) | 0.25% | ||||
Credit Agreement | Base rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Percentage margin on variable rate (percentage) | 0.75% | ||||
Credit Agreement | Eurodollar | Minimum | |||||
Debt Instrument [Line Items] | |||||
Percentage margin on variable rate (percentage) | 1.25% | ||||
Credit Agreement | Eurodollar | Maximum | |||||
Debt Instrument [Line Items] | |||||
Percentage margin on variable rate (percentage) | 1.75% | ||||
Letter of Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, maximum borrowing capacity | $ 200,000,000 | $ 180,000,000 | |||
Standby letters of credit outstanding | $ 139,000,000 | ||||
Maximum secured debt covenant ratio | 4.25 | 6 | 4.25 | ||
Secured debt to EBITDA ratio | 3 | ||||
Interest rate on issued but undrawn letters of credit (percentage) | 1.50% | ||||
Issuance fee, based on face amount (percentage) | 0.125% | ||||
Letter of Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Unused commitment fee (percentage) | 0.25% | ||||
Letter of Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Unused commitment fee (percentage) | 0.375% | ||||
Number of business days after notice for reimbursement of drawings | day | 3 | ||||
Letter of Credit Facility | Base rate | |||||
Debt Instrument [Line Items] | |||||
Percentage margin on variable rate (percentage) | 0.50% |
LONG-TERM DEBT - Senior Secured
LONG-TERM DEBT - Senior Secured Notes and Senior Unsecured Notes (Details) | Sep. 10, 2021USD ($) | Jun. 02, 2021USD ($) | Aug. 31, 2021hospital | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Aug. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 01, 2021USD ($) | Jun. 30, 2020USD ($) | Apr. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Loss from early extinguishment of debt | $ (74,000,000) | $ (316,000,000) | $ (227,000,000) | |||||||||||||
Miami-Area Hospitals | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of hospitals for sale | hospital | 5 | |||||||||||||||
Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Redemption price percentage | 100.00% | |||||||||||||||
Repurchase obligation due to change of control percentage of principal | 101.00% | |||||||||||||||
Senior Notes | 4.375% due 2030 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,450,000,000 | |||||||||||||||
Stated interest rate (percentage) | 4.375% | 4.375% | ||||||||||||||
Senior Notes | 4.625% due 2024 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,870,000,000 | |||||||||||||||
Stated interest rate (percentage) | 4.625% | |||||||||||||||
Repurchased face amount | 1,100,000,000 | |||||||||||||||
Repayments of Long-term Debt | $ 1,113,000,000 | |||||||||||||||
Loss from early extinguishment of debt | $ (20,000,000) | |||||||||||||||
Senior Notes | 4.250% due 2029 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,400,000,000 | |||||||||||||||
Stated interest rate (percentage) | 4.25% | |||||||||||||||
Senior Notes | 5.125% due 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stated interest rate (percentage) | 5.125% | |||||||||||||||
Repurchased face amount | $ 1,410,000,000 | |||||||||||||||
Loss from early extinguishment of debt | $ (31,000,000) | |||||||||||||||
Repayments of Secured Debt | $ 1,428,000,000 | |||||||||||||||
Senior Notes | 7.000% due 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stated interest rate (percentage) | 7.00% | 7.00% | ||||||||||||||
Repurchased face amount | $ 478,000,000 | |||||||||||||||
Repayments of Long-term Debt | 495,000,000 | |||||||||||||||
Loss from early extinguishment of debt | $ (23,000,000) | |||||||||||||||
Senior Notes | 6.125% due 2028 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 2,500,000,000 | $ 2,500,000,000 | ||||||||||||||
Stated interest rate (percentage) | 6.125% | 6.125% | 6.125% | |||||||||||||
Senior Notes | 8.125% due 2022 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stated interest rate (percentage) | 8.125% | 8.125% | ||||||||||||||
Repurchased face amount | $ 2,556,000,000 | $ 2,556,000,000 | $ 244,000,000 | |||||||||||||
Loss from early extinguishment of debt | $ (305,000,000) | (15,000,000) | ||||||||||||||
Repayments of debt | $ 2,843,000,000 | $ 256,000,000 | ||||||||||||||
Senior Notes | 4.625% due 2028 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 600,000,000 | |||||||||||||||
Stated interest rate (percentage) | 4.625% | 4.625% | ||||||||||||||
Senior Notes | 7.500% due 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 700,000,000 | |||||||||||||||
Stated interest rate (percentage) | 7.50% | 7.50% | ||||||||||||||
Letter of Credit Facility | Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayments of debt | $ 500,000,000 |
LONG-TERM DEBT - Covenants (Det
LONG-TERM DEBT - Covenants (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)quarter | |
Credit Agreement | |
Covenants | |
Threshold limit of revolving credit facility | $ 150,000,000 |
Threshold limit of unused borrowing availability under the revolving credit facility (less than) | $ 150,000,000 |
Threshold limit of unused borrowing availability under the revolving credit facility, number of consecutive days | quarter | 3,000,000,000 |
Senior Notes | Minimum | |
Covenants | |
Asset value as a percentage of consolidated net tangible assets for properties to be defined as principal property (percentage) | 5.00% |
Senior Notes | Maximum | |
Covenants | |
Secured debt ratio | 4 |
Asset value as a percentage of consolidated net tangible assets for properties to be defined as principal property (percentage) | 15.00% |
LONG-TERM DEBT - Future Maturit
LONG-TERM DEBT - Future Maturities (Details) $ in Millions | Dec. 31, 2021USD ($) |
Long-term debt, including finance lease obligations | |
Total | $ 15,797 |
2022 | 135 |
2023 | 1,983 |
2024 | 1,446 |
2025 | 742 |
2026 | 2,120 |
Later Years | $ 9,371 |
GUARANTEES (Details)
GUARANTEES (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Guarantee | |
GUARANTEES | |
Guarantee obligation period | 12 months |
Commitment period | 3 years |
Guarantee of Business Revenue | Minimum | |
GUARANTEES | |
Guarantee obligation period | 1 year |
Guarantee of Business Revenue | Maximum | |
GUARANTEES | |
Guarantee obligation period | 3 years |
Income and Revenue Collection Guarantee | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | $ 122 |
Income and Revenue Collection Guarantee | Other Current Liabilities | |
GUARANTEES | |
Liability for guarantees | 104 |
Guaranteed Investees of Third Parties | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | 94 |
Guaranteed Investees of Third Parties | Other Current Liabilities | |
GUARANTEES | |
Guarantee obligations for consolidated subsidiaries | $ 12 |
EMPLOYEE BENEFIT PLANS - Share-
EMPLOYEE BENEFIT PLANS - Share-based Compensation Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation costs, pretax | $ 56 | $ 44 | $ 42 |
2019 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuance under the plan (in shares) | 5,300,000 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period from the date of grant | 10 years | ||
Vesting period | 3 years | ||
Restricted Stock Units | |||
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 | ||
Vesting period | 3 years | ||
Restricted Stock Units | Minimum | Performance-based vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0.00% | 0.00% | |
Restricted Stock Units | Maximum | Performance-based vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 200.00% | 200.00% |
EMPLOYEE BENEFIT PLANS - Grant
EMPLOYEE BENEFIT PLANS - Grant Dates Options and RSUs (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation costs, pretax | $ 56 | $ 44 | $ 42 |
USPI Management Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 76,990 | 2,556,353 | |
Fair Value Per Share at Grant Date (in dollars per share) | $ 34.13 | $ 34.13 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in dollars per share) | $ 28.28 | ||
Stock Options | Grant Date February 27, 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 188,000 | ||
Granted (in dollars per share) | $ 28.26 | ||
Fair Value Per Share at Grant Date (in dollars per share) | $ 12.49 | ||
Stock-based compensation costs, pretax | $ 1 | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 900,018 | 1,767,730 | 1,481,021 |
Fair Value Per Share at Grant Date (in dollars per share) | $ 58.61 | $ 27.72 | $ 27.87 |
Restricted Stock Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair Value Per Share at Grant Date (in dollars per share) | 18.11 | ||
Restricted Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair Value Per Share at Grant Date (in dollars per share) | $ 74.99 | ||
Restricted Stock Units | Grant Date February 27, 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 790,000 | ||
Fair Value Per Share at Grant Date (in dollars per share) | $ 28.26 | ||
Stock-based compensation costs, pretax | $ 5 | ||
Restricted Stock Units | Grant Date May 7, 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 37,000 | ||
Fair Value Per Share at Grant Date (in dollars per share) | $ 47.99 | ||
Stock-based compensation costs, pretax | $ 2 | ||
Restricted Stock Units | Grant Date February 24, 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 585,000 | ||
Fair Value Per Share at Grant Date (in dollars per share) | $ 52.85 | ||
Stock-based compensation costs, pretax | $ 12 | ||
Restricted Stock Units | Grant Date February 26, 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 1,221,000 | ||
Fair Value Per Share at Grant Date (in dollars per share) | $ 27.80 | ||
Stock-based compensation costs, pretax | $ 15 | ||
Restricted Stock Units | Grant Date January 31, 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 318,000 | ||
Fair Value Per Share at Grant Date (in dollars per share) | $ 21.99 | ||
Stock-based compensation costs, pretax | $ 2 | ||
Restricted Stock Units | Other Grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 661,000 | ||
Fair Value Per Share at Grant Date (in dollars per share) | $ 30.73 | ||
Stock-based compensation costs, pretax | $ 6 | ||
Equity Option | USPI Management Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 1,883,000 | ||
Fair Value Per Share at Grant Date (in dollars per share) | $ 34.13 | ||
Stock-based compensation costs, pretax | $ 13 |
EMPLOYEE BENEFIT PLANS - Stock
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options | |||
Granted (in shares) | 0 | 0 | |
Stock Options | |||
Options | |||
Outstanding at the beginning of the period (in shares) | 912,531 | 1,960,992 | 2,262,743 |
Granted (in shares) | 230,713 | ||
Exercised (in shares) | (391,533) | (987,471) | (306,427) |
Forfeited/Expired (in shares) | (60,990) | (226,037) | |
Outstanding at the end of the period (in shares) | 520,998 | 912,531 | 1,960,992 |
Vested and expected to vest at the end of the period (in shares) | 520,998 | ||
Exercisable at the end of the period (in shares) | 324,980 | ||
Wtd. Avg. Exercise Price Per Share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 22.51 | $ 20.24 | $ 19.12 |
Granted (in dollars per share) | 28.28 | ||
Exercised (in dollars per share) | 20.66 | 17.96 | 18.05 |
Forfeited/Expired (in dollars per share) | 23.28 | 20.21 | |
Outstanding at the end of the period (in dollars per share) | 23.90 | $ 22.51 | $ 20.24 |
Vested and expected to vest at the end of the period (in dollars per share) | 23.90 | ||
Exercisable at the end of the period (in dollars per share) | $ 21.25 | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period | $ 30 | ||
Vested and expected to vest at the end of the period | 30 | ||
Exercisable at the end of the period | $ 20 | ||
Wtd. Avg Remaining Life | |||
Outstanding at the end of the period | 6 years 2 months 12 days | ||
Vested and expected to vest at the end of the period | 6 years 2 months 12 days | ||
Exercisable at the end of the period | 5 years 8 months 12 days | ||
Aggregate intrinsic value of awards exercised | $ 15 | $ 15 |
EMPLOYEE BENEFIT PLANS - Range
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Options Outstanding | |
Number of options outstanding (in shares) | shares | 520,998 |
Weighted average remaining contractual life | 6 years 2 months 12 days |
Weighted average exercise price (in dollars per share) | $ 23.90 |
Options Exercisable | |
Number of options exercisable (in shares) | shares | 324,980 |
Weighted average exercise price (in dollars per share) | $ 21.25 |
$18.99 to $20.609 | |
Options Outstanding | |
Number of options outstanding (in shares) | shares | 293,796 |
Weighted average remaining contractual life | 5 years 7 months 6 days |
Weighted average exercise price (in dollars per share) | $ 19.75 |
Options Exercisable | |
Number of options exercisable (in shares) | shares | 293,796 |
Weighted average exercise price (in dollars per share) | $ 19.75 |
$18.99 to $20.609 | Minimum | |
Summary information about outstanding stock options | |
Lower range of stock exercise price range (in dollars per share) | 18.99 |
$18.99 to $20.609 | Maximum | |
Summary information about outstanding stock options | |
Upper range of stock exercise price range (in dollars per share) | $ 20.609 |
$20.61 to $35.430 | |
Options Outstanding | |
Number of options outstanding (in shares) | shares | 227,202 |
Weighted average remaining contractual life | 6 years 10 months 24 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 |
$20.61 to $35.430 | Minimum | |
Summary information about outstanding stock options | |
Lower range of stock exercise price range (in dollars per share) | 20.61 |
$20.61 to $35.430 | Maximum | |
Summary information about outstanding stock options | |
Upper range of stock exercise price range (in dollars per share) | $ 35.430 |
EMPLOYEE BENEFIT PLANS - Employ
EMPLOYEE BENEFIT PLANS - Employee Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 520,998 | 912,531 | 1,960,992 | 2,262,743 |
% of all outstanding options | 100.00% | |||
% of Total | 100.00% | |||
Share price (in dollars per share) | $ 81.69 | |||
Stock Options | Current employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 296,916 | |||
% of Total | 57.00% | |||
Stock Options | Former employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 224,082 | |||
% of Total | 43.00% | |||
In-the-Money Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 520,998 | |||
% of all outstanding options | 100.00% | |||
% of Total | 100.00% | |||
In-the-Money Options | Current employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 296,916 | |||
% of Total | 57.00% | |||
In-the-Money Options | Former employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 224,082 | |||
% of Total | 43.00% | |||
Out-of-the-Money Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 0 | |||
% of all outstanding options | 0.00% | |||
% of Total | 0.00% | |||
Out-of-the-Money Options | Current employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 0 | |||
% of Total | 0.00% | |||
Out-of-the-Money Options | Former employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 0 | |||
% of Total | 0.00% |
EMPLOYEE BENEFIT PLANS - Restri
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2020shares | Dec. 31, 2021USD ($)quarter$ / sharesshares | Dec. 31, 2020quarter$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Restricted Stock Units | ||||
Restricted Stock Units | ||||
Unvested at the beginning of the period (in shares) | 2,095,206 | 1,463,499 | 1,884,130 | |
Granted (in shares) | 900,018 | 1,767,730 | 1,481,021 | |
Vested (in shares) | (765,814) | (825,727) | (1,562,191) | |
Forfeited (in shares) | (58,208) | (310,296) | (339,461) | |
Unvested at the end of the period (in shares) | 2,171,202 | 2,095,206 | 1,463,499 | |
Wtd. Avg. Grant Date Fair Value Per Unit | ||||
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 25.87 | $ 25.08 | $ 32.25 | |
Granted (in dollars per share) | $ / shares | 58.61 | 27.72 | 27.87 | |
Vested (in dollars per share) | $ / shares | 30.51 | 25.66 | 36.45 | |
Forfeited (in dollars per share) | $ / shares | 37.60 | 32.09 | 24.74 | |
Unvested at the end of the period (in dollars per share) | $ / shares | $ 40.51 | $ 25.87 | $ 25.08 | |
Other Disclosures | ||||
Awards (in shares) | 900,018 | 1,767,730 | 1,481,021 | |
Vesting period | 3 years | |||
Unrecognized compensation costs | $ | $ 47 | |||
Period for recognition of unrecognized compensation costs | 1 year 8 months 12 days | |||
Restricted Stock Units | Minimum | ||||
Wtd. Avg. Grant Date Fair Value Per Unit | ||||
Granted (in dollars per share) | $ / shares | $ 18.11 | |||
Restricted Stock Units | Maximum | ||||
Wtd. Avg. Grant Date Fair Value Per Unit | ||||
Granted (in dollars per share) | $ / shares | $ 74.99 | |||
Restricted Stock Units | Non Employee Directors | ||||
Restricted Stock Units | ||||
Granted (in shares) | 103,434 | 39,738 | ||
Other Disclosures | ||||
Awards (in shares) | 103,434 | 39,738 | ||
Restricted Stock Units | Time-vesting | ||||
Restricted Stock Units | ||||
Granted (in shares) | 561,788 | 1,084,883 | ||
Other Disclosures | ||||
Awards (in shares) | 561,788 | 1,084,883 | ||
Restricted Stock Units | Time-vesting | Director | ||||
Restricted Stock Units | ||||
Granted (in shares) | 1,372 | |||
Other Disclosures | ||||
Awards (in shares) | 1,372 | |||
Restricted Stock Units | Time Based Vesting, Three Year Period from Grant Date | ||||
Restricted Stock Units | ||||
Granted (in shares) | 263,180 | 607,198 | ||
Other Disclosures | ||||
Awards (in shares) | 263,180 | 607,198 | ||
Vesting period | 3 years | 3 years | ||
Restricted Stock Units | Eight Quarter Vesting Period | ||||
Restricted Stock Units | ||||
Granted (in shares) | 189,215 | |||
Other Disclosures | ||||
Awards (in shares) | 189,215 | |||
Award vesting period, number of quarterly periods | quarter | 8 | |||
Restricted Stock Units | Time Based Vesting, Settled On Fourth Anniversary | ||||
Restricted Stock Units | ||||
Granted (in shares) | 53,341 | |||
Other Disclosures | ||||
Awards (in shares) | 53,341 | |||
Restricted Stock Units | Time Based Vesting, Settled On Third Anniversary | ||||
Restricted Stock Units | ||||
Granted (in shares) | 33,351 | 13,805 | ||
Other Disclosures | ||||
Awards (in shares) | 33,351 | 13,805 | ||
Restricted Stock Units | Time Based Vesting, One Year From Grant Date | ||||
Restricted Stock Units | ||||
Granted (in shares) | 14,192 | |||
Other Disclosures | ||||
Awards (in shares) | 14,192 | |||
Restricted Stock Units | Time Based Vesting, Settled On Second Anniversary And Fourth Anniversary | ||||
Restricted Stock Units | ||||
Granted (in shares) | 8,509 | |||
Other Disclosures | ||||
Awards (in shares) | 8,509 | |||
Restricted Stock Units | Eleven Quarter Vesting Period | ||||
Restricted Stock Units | ||||
Granted (in shares) | 359,713 | |||
Other Disclosures | ||||
Awards (in shares) | 359,713 | |||
Award vesting period, number of quarterly periods | quarter | 11 | |||
Restricted Stock Units | Time Based Vesting, Four Year Period From Grant Date | ||||
Restricted Stock Units | ||||
Granted (in shares) | 104,167 | |||
Other Disclosures | ||||
Awards (in shares) | 104,167 | |||
Vesting period | 4 years | |||
Restricted Stock Units | Performance-based vesting | ||||
Restricted Stock Units | ||||
Granted (in shares) | 298,492 | 579,413 | ||
Unvested at the end of the period (in shares) | 297,600 | |||
Other Disclosures | ||||
Awards (in shares) | 298,492 | 579,413 | ||
Restricted Stock Units | Performance-based vesting | Minimum | ||||
Other Disclosures | ||||
Vesting percentage | 0.00% | 0.00% | ||
Restricted Stock Units | Performance-based vesting | Maximum | ||||
Other Disclosures | ||||
Vesting percentage | 200.00% | 200.00% | ||
Restricted Stock Units | Performance Based Vesting Over A Three Year Period | ||||
Restricted Stock Units | ||||
Granted (in shares) | 244,259 | 499,285 | ||
Other Disclosures | ||||
Awards (in shares) | 244,259 | 499,285 | ||
Restricted Stock Units | Performance Based Vesting On Fourth Anniversary | Senior Officer | ||||
Restricted Stock Units | ||||
Granted (in shares) | 53,341 | 80,128 | ||
Other Disclosures | ||||
Awards (in shares) | 53,341 | 80,128 | ||
Restricted Stock Units | Performance Based Vesting And Settled Immediately | ||||
Restricted Stock Units | ||||
Granted (in shares) | 892 | |||
Other Disclosures | ||||
Awards (in shares) | 892 | |||
Restricted Stock Units, 2021-2022 Board Service Year | Non Employee Directors | ||||
Restricted Stock Units | ||||
Granted (in shares) | 36,681 | |||
Other Disclosures | ||||
Awards (in shares) | 36,681 | |||
Additional Prorated Restricted Stock Units | Time-vesting | Director | ||||
Restricted Stock Units | ||||
Granted (in shares) | 1,685 | |||
Other Disclosures | ||||
Awards (in shares) | 1,685 |
EMPLOYEE BENEFIT PLANS - Valuat
EMPLOYEE BENEFIT PLANS - Valuation of Restricted Stock Units (Details) - Restricted Stock Units | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | |
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Payments to noncontrolling interest | $ 27 | $ 39 | $ 11 | ||
Stock-based compensation costs, pretax | $ 56 | $ 44 | 42 | ||
2015 USPI Management Equity Plan | Nonqualified Plan | |||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||
Vesting period, days to be exercised before termination | 90 days | ||||
2015 USPI Management Equity Plan | Equity Option | Nonqualified Plan | |||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||
Expected payment for vested securities and termination of plan | $ 35 | ||||
2015 USPI Management Equity Plan | Minimum | Equity Option | Nonqualified Plan | |||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||
Percent of common stock allocated to plan | 10.00% | ||||
Vesting period | 3 years | ||||
2015 USPI Management Equity Plan | Maximum | Equity Option | Nonqualified Plan | |||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||
Vesting period | 4 years | ||||
2020 USPI Management Equity Plan | Restricted Stock | |||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||
Contractual right to receive shares of common stock for a stock based award (in shares) | 1 | ||||
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 | 2,556,353 | |||
Vested (in shares) | (388,588) | ||||
Forfeited (in shares) | (218,576) | (531,297) | |||
Unvested at the end of the period (in shares) | 1,494,882 | 2,025,056 | |||
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Unvested at the beginning of the period (in dollars per share) | $ 34.13 | ||||
Granted (in dollars per share) | 34.13 | $ 34.13 | |||
Vested (in dollars per share) | 34.13 | ||||
Forfeited (in dollars per share) | 34.13 | 34.13 | |||
Unvested at the end of the period (in dollars per share) | $ 34.13 | $ 34.13 | |||
USPI Management Equity Plan | United Surgical Partners International | |||||
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Payments to noncontrolling interest | $ 9 | ||||
Noncontrolling interest purchased during period through issuance of equity (in shares) | 0 | ||||
USPI Management Equity Plan | Restricted Stock | |||||
Number of Restricted Stock Units | |||||
Granted (in shares) | 76,990 | 2,556,333 | |||
USPI Management Equity Plan | Restricted Stock | Tranche One | |||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||
Vesting period | 3 years | ||||
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Vesting percentage | 20.00% | 20.00% | |||
USPI Management Equity Plan | Restricted Stock | Tranche Two | |||||
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Vesting percentage | 20.00% | 20.00% | |||
USPI Management Equity Plan | Restricted Stock | Tranche Three | |||||
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Vesting percentage | 60.00% | 20.00% | |||
USPI Management Equity Plan | Restricted Stock | Tranche Four | |||||
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Vesting percentage | 40.00% | ||||
USPI Management Equity Plan | Equity Option | |||||
Number of Restricted Stock Units | |||||
Granted (in shares) | 1,883,000 | ||||
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Granted (in dollars per share) | $ 34.13 | ||||
Stock-based compensation costs, pretax | $ 13 | ||||
Vested and expected to vest at the end of the period (in shares) | 1,494,882 | ||||
USPI Management Equity Plan | Equity Option | Nonqualified Plan | |||||
Wtd. Avg. Grant Date Fair Value Per Unit | |||||
Stock-based compensation costs, pretax | $ 13 | $ 12 | $ 11 |
EMPLOYEE BENEFIT PLANS - Empl_2
EMPLOYEE BENEFIT PLANS - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized to be issued under the plan (in shares) | 4,070,363 | ||
Shares available for issuance under the plan (in shares) | 2,700,000 | ||
Percentage of closing price at which shares are purchased by participant | 95.00% | ||
Requisite holding period for shares issued under the plan | 1 year | ||
Fair market value per employee per year | $ 25,000 | ||
Number of shares (in shares) | 89,865 | 254,767 | 215,422 |
Weighted average price (in dollars per share) | $ 63.01 | $ 19.97 | $ 24.44 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Base earnings elected to be withheld each quarter by eligible employees to purchase shares of the entity's common stock | 1.00% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Base earnings elected to be withheld each quarter by eligible employees to purchase shares of the entity's common stock | 10.00% |
EMPLOYEE BENEFIT PLANS - Empl_3
EMPLOYEE BENEFIT PLANS - Employee Retirement Plans (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)plan | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Employee Retirement Plans | |||
Number of defined contribution plans employees can participate in | plan | 1 | ||
Contribution expense | $ 98,000,000 | $ 119,000,000 | $ 127,000,000 |
Projected benefit obligations | |||
Beginning obligations | (1,429,000,000) | (1,369,000,000) | |
Interest cost | (36,000,000) | (47,000,000) | (58,000,000) |
Actuarial gain (loss) | 42,000,000 | (92,000,000) | |
Benefits paid | 110,000,000 | 79,000,000 | |
Ending obligations | (1,313,000,000) | (1,429,000,000) | (1,369,000,000) |
Fair value of plans assets | |||
Beginning plan assets | 869,000,000 | 790,000,000 | |
Gain on plan assets | 62,000,000 | 98,000,000 | |
Employer contribution | 22,000,000 | 38,000,000 | |
Benefits paid | (86,000,000) | (57,000,000) | |
Ending plan assets | 867,000,000 | 869,000,000 | 790,000,000 |
Funded status of plans | (446,000,000) | (560,000,000) | |
Accumulated benefit obligation | 1,311,000,000 | 1,426,000,000 | |
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Other current liability | (25,000,000) | (63,000,000) | |
Other long-term liability | (421,000,000) | (497,000,000) | |
Accumulated other comprehensive loss | 294,000,000 | 355,000,000 | |
Components of net periodic benefit costs | |||
Interest costs | 36,000,000 | 47,000,000 | 58,000,000 |
Expected return on plan assets | (53,000,000) | (48,000,000) | (46,000,000) |
Amortization of net actuarial loss | 11,000,000 | 9,000,000 | 10,000,000 |
Special termination benefit costs | 0 | 0 | 1,000,000 |
Net periodic benefit cost (income) | (6,000,000) | 8,000,000 | 23,000,000 |
Net Periodic Benefit Costs Assumptions: | |||
Gain (loss) adjustments recorded in other comprehensive income (loss) | 61,000,000 | (32,000,000) | (42,000,000) |
Net actuarial losses | 50,000,000 | (41,000,000) | (52,000,000) |
Amortization of net actuarial loss | (11,000,000) | (9,000,000) | (10,000,000) |
Cumulative net actuarial losses | 294,000,000 | 355,000,000 | 323,000,000 |
Unrecognized prior service costs | $ 0 | $ 0 | $ 1,000,000 |
SERP | |||
Employee Retirement Plans | |||
Number of frozen plans | plan | 3 | ||
Accumulated Benefit Obligations Assumptions | |||
Discount rate | 3.00% | 2.75% | |
Compensation increase rate | 3.00% | 3.00% | |
Net Periodic Benefit Costs Assumptions: | |||
Discount rate | 2.75% | 3.50% | 4.50% |
Compensation increase rate | 3.00% | 3.00% | 3.00% |
Pension Plan | |||
Employee Retirement Plans | |||
Increase (decrease) in projected benefit obligations | $ 5,000,000 | $ (39,000,000) | |
Fair value of plans assets | |||
Beginning plan assets | 869,000,000 | ||
Ending plan assets | $ 867,000,000 | $ 869,000,000 | |
Accumulated Benefit Obligations Assumptions | |||
Discount rate | 2.89% | 2.53% | |
Net Periodic Benefit Costs Assumptions: | |||
Discount rate | 2.53% | 3.60% | 4.62% |
Long-term rate of return on assets | 6.25% | 6.25% | 6.50% |
EMPLOYEE BENEFIT PLANS - Asset
EMPLOYEE BENEFIT PLANS - Asset Allocations (Details) - Pension Plan | Dec. 31, 2021 |
Cash and cash equivalents | |
Weighted-average asset allocations by asset category | |
Target | 0.00% |
Actual | 1.00% |
Equity securities | |
Weighted-average asset allocations by asset category | |
Target | 32.00% |
Actual | 28.00% |
Debt securities | |
Weighted-average asset allocations by asset category | |
Target | 58.00% |
Actual | 59.00% |
Alternative investments | |
Weighted-average asset allocations by asset category | |
Target | 11.00% |
Actual | 11.00% |
EMPLOYEE BENEFIT PLANS - Fair V
EMPLOYEE BENEFIT PLANS - Fair Value of Assets and Future Benefit Payments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | $ 867 | $ 869 | $ 790 |
SERP and DMC Pension Plan | |||
Total | 828 | ||
2022 | 83 | ||
2023 | 84 | ||
2024 | 85 | ||
2025 | 85 | ||
2026 | 85 | ||
Five Years Thereafter | 406 | ||
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Benefit plan obligations | (446) | (560) | |
Other current liability | 25 | 63 | |
Defined benefit plan obligations | 421 | 497 | |
Expected contribution to the plan for 2022 | 25 | ||
Pension Plan | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 867 | 869 | |
Pension Plan | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 11 | 44 | |
Pension Plan | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 242 | 484 | |
Pension Plan | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 67 | 76 | |
Pension Plan | Corporate debt securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 448 | 240 | |
Pension Plan | Private equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 57 | 8 | |
Pension Plan | Real estate securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 16 | ||
Pension Plan | Hedge funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 26 | 17 | |
Pension Plan | Level 1 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 784 | 844 | |
Pension Plan | Level 1 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 11 | 44 | |
Pension Plan | Level 1 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 242 | 484 | |
Pension Plan | Level 1 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 67 | 76 | |
Pension Plan | Level 1 | Corporate debt securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 448 | 240 | |
Pension Plan | Level 1 | Private equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 1 | Real estate securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 16 | ||
Pension Plan | Level 1 | Hedge funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 17 | |
Pension Plan | Level 2 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Corporate debt securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Private equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Real estate securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 2 | Hedge funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 17 | |
Pension Plan | Level 3 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 83 | 8 | |
Pension Plan | Level 3 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | Corporate debt securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | Private equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 57 | 8 | |
Pension Plan | Level 3 | Real estate securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 3 | Hedge funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | $ 26 | $ 0 |
PROPERTY AND EQUIPMENT - Compon
PROPERTY AND EQUIPMENT - Components (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Components of property and equipment | ||
Finance lease assets | $ 479 | $ 512 |
Total property, plant and equipment, gross | 12,387 | 12,735 |
Accumulated depreciation and amortization | (5,960) | (6,043) |
Net property and equipment | 6,427 | 6,692 |
Land | ||
Components of property and equipment | ||
Property plant and equipment gross | 635 | 612 |
Buildings and improvements | ||
Components of property and equipment | ||
Property plant and equipment gross | 6,652 | 6,985 |
Construction in progress | ||
Components of property and equipment | ||
Property plant and equipment gross | 166 | 33 |
Equipment | ||
Components of property and equipment | ||
Property plant and equipment gross | $ 4,455 | $ 4,593 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in the carrying amount of goodwill | ||
Goodwill, Beginning Balance | $ 8,808,000,000 | |
Goodwill at end of period | 9,261,000,000 | $ 8,808,000,000 |
Hospital Operations | ||
Changes in the carrying amount of goodwill | ||
Goodwill, gross, at beginning of period | 5,375,000,000 | 5,338,000,000 |
Accumulated impairment losses | (2,430,000,000) | (2,430,000,000) |
Goodwill, Beginning Balance | 2,945,000,000 | 2,908,000,000 |
Goodwill transferred | 41,000,000 | 0 |
Goodwill related to assets held for sale and disposed | (178,000,000) | 37,000,000 |
Goodwill, gross, at end of period | 5,238,000,000 | 5,375,000,000 |
Accumulated impairment losses | (2,430,000,000) | (2,430,000,000) |
Goodwill at end of period | 2,808,000,000 | 2,945,000,000 |
Accumulated impairment losses | 2,430,000,000 | 2,430,000,000 |
Ambulatory Care | ||
Changes in the carrying amount of goodwill | ||
Accumulated impairment losses | 0 | |
Goodwill, Beginning Balance | 5,258,000,000 | 3,739,000,000 |
Goodwill transferred | (41,000,000) | 0 |
Goodwill acquired during the year and purchase price allocation adjustments | 664,000,000 | 1,581,000,000 |
Goodwill related to assets held for sale and disposed | (33,000,000) | (62,000,000) |
Accumulated impairment losses | 0 | 0 |
Goodwill at end of period | 5,848,000,000 | 5,258,000,000 |
Accumulated impairment losses | 0 | 0 |
Conifer | ||
Changes in the carrying amount of goodwill | ||
Accumulated impairment losses | 0 | |
Goodwill, Beginning Balance | 605,000,000 | 605,000,000 |
Goodwill acquired during the year and purchase price allocation adjustments | 0 | 0 |
Goodwill related to assets held for sale and disposed | 0 | 0 |
Accumulated impairment losses | 0 | 0 |
Goodwill at end of period | 605,000,000 | 605,000,000 |
Accumulated impairment losses | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Information regarding other intangible assets | ||
Gross Carrying Amount | $ 2,871 | $ 2,884 |
Accumulated Amortization | (1,374) | (1,284) |
Net Book Value | 1,497 | 1,600 |
Capitalized software costs | ||
Information regarding other intangible assets | ||
Gross Carrying Amount | 1,770 | 1,800 |
Accumulated Amortization | (1,165) | (1,084) |
Net Book Value | 605 | 716 |
Trade names | ||
Information regarding other intangible assets | ||
Gross Carrying Amount | 102 | 102 |
Accumulated Amortization | 0 | 0 |
Net Book Value | 102 | 102 |
Contracts | ||
Information regarding other intangible assets | ||
Gross Carrying Amount | 897 | 872 |
Accumulated Amortization | (128) | (111) |
Net Book Value | 769 | 761 |
Other | ||
Information regarding other intangible assets | ||
Gross Carrying Amount | 102 | 110 |
Accumulated Amortization | (81) | (89) |
Net Book Value | $ 21 | $ 21 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Estimated future amortization of intangibles with finite useful lives | |||
Total | $ 786 | ||
2022 | 147 | ||
2023 | 119 | ||
2024 | 108 | ||
2025 | 94 | ||
2026 | 73 | ||
Later Years | 245 | ||
Amortization expense | $ 188 | $ 172 | $ 188 |
INVESTMENTS AND OTHER ASSETS -
INVESTMENTS AND OTHER ASSETS - Components (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable securities | $ 9 | $ 3 |
Equity investments in unconsolidated healthcare entities | 1,806 | 1,024 |
Total investments | 1,815 | 1,027 |
Cash surrender value of life insurance policies | 47 | 42 |
Long-term deposits | 57 | 67 |
California provider fee program receivables | 213 | 206 |
Operating lease assets | 1,002 | 1,062 |
Land held for expansion, other long-term receivables and other assets | 120 | 130 |
Investments and other assets | $ 3,254 | $ 2,534 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ 1,028 | $ 28 |
Tax benefit allocated to adjustments for defined benefit plans | (14) | 7 |
Adjustments for defined benefit plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (232) | (281) |
Foreign currency translation adjustments and other | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (1) | 0 |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ (233) | $ (281) |
NET OPERATING REVENUES - Net Op
NET OPERATING REVENUES - Net Operating Revenue By Source (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 19,485 | $ 17,640 | $ 18,479 |
Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 2,718 | 2,072 | 2,158 |
Conifer | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 1,267 | 1,306 | 1,372 |
Operating Segments | Hospital Operations | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 15,982 | 14,790 | 15,522 |
Operating Segments | Hospital Operations | Total | Acute Care Hospitals And Related Outpatient Facilities | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 14,759 | 13,618 | 14,368 |
Operating Segments | Hospital Operations | Medicare | Acute Care Hospitals And Related Outpatient Facilities | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 2,615 | 2,695 | 2,888 |
Operating Segments | Hospital Operations | Medicaid | Acute Care Hospitals And Related Outpatient Facilities | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 1,254 | 1,081 | 1,193 |
Operating Segments | Hospital Operations | Managed care | Acute Care Hospitals And Related Outpatient Facilities | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 9,985 | 9,022 | 9,516 |
Operating Segments | Hospital Operations | Uninsured | Acute Care Hospitals And Related Outpatient Facilities | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 199 | 162 | 92 |
Operating Segments | Hospital Operations | Indemnity and other | Acute Care Hospitals And Related Outpatient Facilities | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 706 | 658 | 679 |
Operating Segments | Hospital Operations | Other Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 1,223 | 1,172 | 1,154 |
Operating Segments | Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 2,718 | 2,072 | 2,158 |
Operating Segments | Conifer | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 1,267 | 1,306 | 1,372 |
Inter-segment eliminations | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ (482) | $ (528) | $ (573) |
NET OPERATING REVENUES - Narrat
NET OPERATING REVENUES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 19,485 | $ 17,640 | $ 18,479 |
Conifer | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 1,267 | 1,306 | 1,372 |
Revenue from other sources | Conifer | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of net operating revenues related to Conifer generated by other services (percentage) | 7.00% | ||
Revision of Prior Period, Adjustment | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 26 | $ 6 | $ 27 |
NET OPERATING REVENUES - Net _2
NET OPERATING REVENUES - Net Operating Revenue Composition, Ambulatory Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 19,485 | $ 17,640 | $ 18,479 |
Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 2,718 | 2,072 | 2,158 |
Net patient service revenues | Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 2,604 | 1,960 | 2,040 |
Management fees | Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 86 | 86 | 95 |
Revenue from other sources | Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 28 | $ 26 | $ 23 |
NET OPERATING REVENUES - Net _3
NET OPERATING REVENUES - Net Operating Revenue Composition, Conifer Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 19,485 | $ 17,640 | $ 18,479 |
Conifer | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 1,267 | 1,306 | 1,372 |
Tenet | Conifer | Health Care - Client Contracts - Revenue Cycle Services | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 467 | 514 | 556 |
Tenet | Conifer | Health Care - Client Contracts - Other Services | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 15 | 14 | 17 |
Other Customers | Conifer | Health Care - Client Contracts - Revenue Cycle Services | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 705 | 700 | 713 |
Other Customers | Conifer | Health Care - Client Contracts - Other Services | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 80 | $ 78 | $ 86 |
NET OPERATING REVENUES - Perfor
NET OPERATING REVENUES - Performance Obligation (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
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] | |
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] | |
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] | |
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] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Conifer | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 6,181 |
Conifer | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 606 |
Conifer | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 606 |
Conifer | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 552 |
Conifer | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 552 |
Conifer | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 552 |
Conifer | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 3,313 |
PROPERTY AND PROFESSIONAL AND_2
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE (Details) - Scenario, Forecast $ in Millions | 12 Months Ended |
Mar. 31, 2022USD ($) | |
Insurance coverage | |
Insurance coverage, aggregate limit | $ 850 |
Floods | |
Insurance coverage | |
Property insurance coverage | 100 |
Earthquakes | |
Insurance coverage | |
Property insurance coverage | $ 200 |
Insurance deductible (percentage) | 5.00% |
Windstorms | |
Insurance coverage | |
Property insurance coverage | $ 200 |
Fires and Other Perils | |
Insurance coverage | |
Property insurance coverage | $ 850 |
Floods, Earthquakes and Windstorms | |
Insurance coverage | |
Insurance deductible (percentage) | 5.00% |
California Earthquake | |
Insurance coverage | |
Insurance deductible | $ 25 |
Floods And Windstorms | |
Insurance coverage | |
Insurance deductible | $ 25 |
New Madrid Fault Earthquakes | |
Insurance coverage | |
Insurance deductible (percentage) | 2.00% |
Insurance deductible | $ 25 |
Fires and Certain Other Covered Losses | |
Insurance coverage | |
Insurance deductible | $ 1 |
PROPERTY AND PROFESSIONAL AND_3
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Professional and General Liability Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Insurance coverage | |||
Malpractice expense, portion related to adverse developments in prior years | $ 131 | $ 120 | $ 155 |
Other Operating Expense, Net | |||
Insurance coverage | |||
Malpractice expense | 355 | 320 | $ 356 |
Professional and General Liability Reserves | |||
Insurance coverage | |||
Self insurance reserve | $ 1,045 | $ 978 |
CLAIMS AND LAWSUITS - Narrative
CLAIMS AND LAWSUITS - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Other Matters | |
Loss Contingencies | |
Reserve of estimated obligation | $ 23 |
Various Employment Matters | |
Loss Contingencies | |
Reserve of estimated obligation | 39 |
Settlement payments | $ 11 |
CLAIMS AND LAWSUITS - Reconcili
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss Contingency Accrual [Roll Forward] | |||
Litigation and investigation costs | $ 116 | $ 44 | $ 141 |
Claims, Lawsuits, and Regulatory Proceedings | |||
Loss Contingency Accrual [Roll Forward] | |||
Litigation reserve, Balances at Beginning of Period | 26 | 86 | 8 |
Litigation and investigation costs | 116 | 44 | 141 |
Cash Payments | (59) | (108) | (55) |
Other | (5) | 4 | (8) |
Litigation reserve, Balances at End of Period | $ 78 | $ 26 | $ 86 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Narrative (Details) - United Surgical Partners International - Baylor University Medical Center | Feb. 18, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Apr. 01, 2017 |
Put Option | ||||
Interests acquired and other disclosures | ||||
Ownership percentage | 5.00% | |||
Put Option | Maximum | ||||
Interests acquired and other disclosures | ||||
Purchasable equity In joint venture, percentage of total shares (percentage) | 0.333 | 0.3333 | ||
Call Option | Maximum | ||||
Interests acquired and other disclosures | ||||
Purchasable equity In joint venture, percentage of total shares (percentage) | 0.333 | |||
Call Option | Maximum | Subsequent Event | ||||
Interests acquired and other disclosures | ||||
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Balances at beginning of period | $ 1,952 | ||
Net income | 336 | $ 186 | $ 192 |
Distributions paid to noncontrolling interests | (206) | (152) | (162) |
Balances at end of period | 2,203 | 1,952 | |
Redeemable Noncontrolling Interests | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Balances at beginning of period | 1,952 | 1,506 | |
Net income | 336 | 186 | |
Distributions paid to noncontrolling interests | (217) | (135) | |
Accretion of redeemable noncontrolling interests | 11 | 4 | |
Purchases and sales of businesses and noncontrolling interests, net | 121 | 391 | |
Balances at end of period | $ 2,203 | $ 1,952 | $ 1,506 |
REDEEMABLE NONCONTROLLING INT_5
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Redeemable noncontrolling interests | $ 2,203 | $ 1,952 | |
Net income available to redeemable noncontrolling interests | 336 | 186 | $ 192 |
Hospital Operations | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Redeemable noncontrolling interests | 297 | 267 | |
Net income available to redeemable noncontrolling interests | 24 | (33) | (37) |
Ambulatory Care | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Redeemable noncontrolling interests | 1,425 | 1,273 | |
Net income available to redeemable noncontrolling interests | 243 | 153 | 159 |
Conifer | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Redeemable noncontrolling interests | 481 | 412 | |
Net income available to redeemable noncontrolling interests | $ 69 | $ 66 | $ 70 |
INCOME TAXES - Provision and De
INCOME TAXES - Provision and Deferred Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense (benefit): | |||
Federal | $ 50 | $ 0 | $ (6) |
State | 111 | 30 | 26 |
Total | 161 | 30 | 20 |
Deferred tax expense (benefit): | |||
Federal | 267 | (131) | 140 |
State | (17) | 4 | 0 |
Total | 250 | (127) | 140 |
Income tax expense (benefit) | $ 411 | $ (97) | $ 160 |
INCOME TAXES - Federal Tax Reco
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Decrease in valuation allowance due to changes based on expiration or worthlessness of unutilized state net operating loss carryovers | $ 2 | $ 1 | $ 2 |
Income tax benefit, reduction in valuation allowance of expired or worthless operating loss carryforwards | 2 | ||
Foreign pretax loss | 5 | 13 | 6 |
Reconciliation between reported income tax expense (benefit) and income taxes calculated by the statutory federal income tax rate | |||
Tax expense at statutory federal rate of 21% | 396 | 141 | 67 |
State income taxes, net of federal income tax benefit | 77 | 33 | 21 |
Expired state net operating losses, net of federal income tax benefit | 0 | 1 | 2 |
Tax benefit attributable to noncontrolling interests | (114) | (75) | (79) |
Nondeductible goodwill | 35 | 0 | 4 |
Nondeductible executive compensation | 8 | 6 | 6 |
Nondeductible litigation costs | 1 | 0 | 7 |
Expired charitable contribution carryforward | 0 | 1 | 8 |
Stock-based compensation tax deficiencies (benefits) | (5) | (2) | 4 |
Changes in valuation allowance | 2 | (226) | 133 |
Change in tax contingency reserves, including interest | 0 | 0 | (14) |
Prior-year provision to return adjustments and other changes in deferred taxes | 8 | 14 | (3) |
Other items | 3 | 10 | 4 |
Income tax expense (benefit) | $ 411 | $ (97) | $ 160 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | $ (88) |
Increase (decrease) in deferred tax valuation allowance due to a change in tax accounting method | $ (126) |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | |||
Reserves related to discontinued operations and restructuring charges | $ 2 | $ 8 | |
Receivables (doubtful accounts and adjustments) | 215 | 173 | |
Medicare advance payments | 209 | 0 | |
Accruals for retained insurance risks | 234 | 223 | |
Other long-term liabilities | 23 | 55 | |
Benefit plans | 242 | 265 | |
Other accrued liabilities | 56 | 74 | |
Interest expense limitation | 10 | 8 | |
Net operating loss carryforwards | 99 | 566 | |
Stock-based compensation | 12 | 11 | |
Right-of-use lease assets and obligations | 208 | 224 | |
Other items | 48 | 86 | |
Deferred tax assets, gross | 1,358 | 1,693 | |
Valuation allowance | (57) | (55) | $ (281) |
Deferred tax assets, net | 1,301 | 1,638 | |
Liabilities | |||
Depreciation and fixed-asset differences | 532 | 621 | |
Intangible assets | 396 | 385 | |
Investments and other assets | 92 | 73 | |
Right-of-use lease assets and obligations | 208 | 224 | |
Other items | 44 | 39 | |
Deferred tax liabilities, gross, total | 1,272 | 1,342 | |
Deferred tax liabilities, total | 1,272 | 1,342 | |
Reconciliation of the deferred tax assets and liabilities | |||
Deferred income tax assets | 65 | 325 | |
Deferred tax liabilities | (36) | (29) | |
Net deferred tax asset | $ 29 | $ 296 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowances and Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | |||
Increase (decrease) in valuation allowance against deferred tax assets | $ 2,000,000 | $ (226,000,000) | $ 133,000,000 |
Increase (decrease) in valuation allowance due to limitations on deductions of interest expense | 2,000,000 | (211,000,000) | 130,000,000 |
Decrease in valuation allowance due to changes based on expiration or worthlessness of unutilized state net operating loss carryovers | 2,000,000 | 1,000,000 | 2,000,000 |
Increase (decrease) in valuation allowance due to changes in expected realizability of deferred tax assets | 2,000,000 | (14,000,000) | 5,000,000 |
Valuation allowance | 57,000,000 | 55,000,000 | 281,000,000 |
Changes in unrecognized tax benefits | |||
Beginning balance | 31,000,000 | 31,000,000 | |
Ending balance | 34,000,000 | 31,000,000 | 31,000,000 |
Unrecognized tax benefits which, if recognized, would impact effective tax rate | 32,000,000 | 29,000,000 | 29,000,000 |
Current income tax benefit due to decrease in liabilities for uncertain tax positions | 11,000,000 | ||
Total accrued interest and penalties on unrecognized tax benefits | 0 | ||
Continuing Operations | |||
Changes in unrecognized tax benefits | |||
Beginning balance | 31,000,000 | 31,000,000 | 45,000,000 |
Reductions due to a lapse of statute of limitations | 0 | (14,000,000) | |
Increases due to tax positions taken in prior periods | 3,000,000 | ||
Ending balance | $ 34,000,000 | $ 31,000,000 | $ 31,000,000 |
INCOME TAXES - NOL and Tax Cred
INCOME TAXES - NOL and Tax Credit Carryforwards (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating loss carryforwards | ||
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months | $ 0 | |
Charitable contribution carryforwards | 90,000,000 | |
Deferred tax benefit, net of valuation allowance and federal tax impact, associated with NOL carryforwards | 99,000,000 | $ 566,000,000 |
General Business Tax Credit Carryforward | ||
Operating loss carryforwards | ||
Tax credits carryforwards | 9,000,000 | |
Federal | ||
Operating loss carryforwards | ||
Net operating loss carryforwards | 194,000,000 | |
Operating loss carryforwards, subject to expiration | 13,000,000 | |
Operating loss carryforwards, not subject to expiration | 181,000,000 | |
State | ||
Operating loss carryforwards | ||
Operating loss carryforwards, subject to expiration | 3,333,000,000 | |
Deferred tax benefit, net of valuation allowance and federal tax impact, associated with NOL carryforwards | $ 49,000,000 |
EARNINGS (LOSS) PER COMMON SH_3
EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Income Available (Loss Attributable) to Common Shareholders (Numerator) | |||
Net income (loss) available/attributable to Tenet Healthcare Corporation common shareholders for basic earnings per share | $ 915 | $ 399 | $ (226) |
Net income (loss) available/attributable to Tenet Healthcare Corporation common shareholders for diluted earnings per share | $ 915 | $ 399 | $ (226) |
Weighted Average Shares (Denominator) | |||
Net income (loss) available/attributable to Tenet Healthcare Corporation common shareholders for basic earnings per share (in shares) | 106,833 | 105,010 | 103,398 |
Effect of dilutive stock options, restricted stock units and deferred compensation units (in shares) | 1,738 | 1,253 | 0 |
Net income (loss) available/attributable to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in shares) | 108,571 | 106,263 | 103,398 |
Per-Share Amount | |||
Net income (loss) available/attributable to Tenet Healthcare Corporation common shareholders for basic earnings per share (in dollars per share) | $ 8.56 | $ 3.80 | $ (2.19) |
Effect of dilutive stock options, restricted stock units, and deferred compensation units (in dollars per share) | (0.13) | (0.05) | 0 |
Net income (loss) available/attributable to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in dollars per share) | $ 8.43 | $ 3.75 | $ (2.19) |
EARNINGS (LOSS) PER COMMON SH_4
EARNINGS (LOSS) PER COMMON SHARE - Antidilutive securities (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2019shares | |
Employee stock options, restricted stock units and deferred compensation units | |
Antidilutive securities | |
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,457 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Nonrecurring $ in Millions | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-lived assets held for sale | $ 140 |
Long-lived assets held and used | 483 |
Fair value assets | 623 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-lived assets held for sale | 0 |
Long-lived assets held and used | 0 |
Fair value assets | 0 |
Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-lived assets held for sale | 140 |
Long-lived assets held and used | 483 |
Fair value assets | 623 |
Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-lived assets held for sale | 0 |
Long-lived assets held and used | 0 |
Fair value assets | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impairment charges | $ 76 | |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of the long-term debt instrument as a percentage of carrying value | 104.50% | 103.30% |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021USD ($)surgery_center | Dec. 31, 2020USD ($)surgical_center | Dec. 31, 2021USD ($)hospitalbusinesssurgery_center | Dec. 31, 2020USD ($)business | Dec. 31, 2019USD ($)business | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 9,261,000,000 | $ 8,808,000,000 | $ 9,261,000,000 | $ 8,808,000,000 | |
Acquisition-related transaction costs | 14,000,000 | $ 6,000,000 | |||
Ambulatory Care | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 5,848,000,000 | 5,258,000,000 | 5,848,000,000 | 5,258,000,000 | 3,739,000,000 |
Series of Individual Business Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 664,000,000 | $ 1,581,000,000 | 664,000,000 | 1,581,000,000 | 43,000,000 |
Acquisition-related transaction costs | 20,000,000 | 14,000,000 | 6,000,000 | ||
Gains on consolidations | $ 23,000,000 | 0 | 6,000,000 | ||
Series of Individual Business Acquisitions | Ambulatory Care | |||||
Business Acquisition [Line Items] | |||||
Number of surgical centers acquired | surgery_center | 2 | ||||
Cash paid to acquire businesses | $ 21,000,000 | ||||
Consideration conveyed in the acquisition | $ 74,000,000 | $ 80,000,000 | $ 25,000,000 | ||
Number of business acquisitions | business | 11 | 10 | 10 | ||
Number of hospitals | hospital | 3 | ||||
Number of off-campus emergency departments and various physician practices | business | 3 | ||||
United Surgical Partners International | Ambulatory Care | |||||
Business Acquisition [Line Items] | |||||
Number of ambulatory surgery centers | hospital | 399 | ||||
United Surgical Partners International | 2021 SCD Centers | Ambulatory Care | |||||
Business Acquisition [Line Items] | |||||
Number of surgical centers acquired | surgery_center | 86 | ||||
Number of ambulatory surgery centers | surgery_center | 15 | ||||
Number of ambulatory surgery centers noncontrolling interests | surgery_center | 57 | ||||
Number of ambulatory surgery centers development stage | surgery_center | 14 | ||||
Cash paid to acquire businesses | $ 1,125,000,000 | ||||
United Surgical Partners International | 2020 SCD Centers | Ambulatory Care | |||||
Business Acquisition [Line Items] | |||||
Number of surgical centers acquired | surgical_center | 45 | ||||
Cash paid to acquire businesses | $ 1,097,000,000 | ||||
Consideration conveyed in the acquisition | 1,115,000,000 | ||||
Debt incurred in acquisition of surgical centers | $ 18,000,000 |
ACQUISITIONS - Purchase Price A
ACQUISITIONS - Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Final purchase price allocations | |||
Goodwill | $ 9,261,000,000 | $ 8,808,000,000 | |
Cash paid, net of cash acquired | (1,220,000,000) | (1,177,000,000) | $ (25,000,000) |
Series of Individual Business Acquisitions | |||
Final purchase price allocations | |||
Current assets | 59,000,000 | 67,000,000 | 16,000,000 |
Property and equipment | 88,000,000 | 63,000,000 | 20,000,000 |
Other intangible assets | 8,000,000 | 14,000,000 | 4,000,000 |
Goodwill | 664,000,000 | 1,581,000,000 | 43,000,000 |
Other long-term assets, including previously held equity method investments | 753,000,000 | 38,000,000 | 24,000,000 |
Current liabilities | (25,000,000) | (45,000,000) | (16,000,000) |
Long-term liabilities | (70,000,000) | (43,000,000) | (35,000,000) |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | (139,000,000) | (478,000,000) | (18,000,000) |
Noncontrolling interests | (95,000,000) | (20,000,000) | (7,000,000) |
Cash paid, net of cash acquired | (1,220,000,000) | (1,177,000,000) | (25,000,000) |
Gains on consolidations | $ 23,000,000 | $ 0 | $ 6,000,000 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - 2021 SCD Centers - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net operating revenues | $ 19,627 | $ 17,752 |
Equity in earnings of unconsolidated affiliates | 258 | 192 |
Net income available to Tenet Healthcare Corporation common shareholders | $ 941 | $ 416 |
Diluted earnings (loss) per share available (attributable) to Tenet Healthcare Corporation common shareholders (in dollars per share) | $ 8.66 | $ 3.92 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | Apr. 01, 2021imaging_centerhospital | Mar. 31, 2021 | Dec. 31, 2021surgery_centerhospitalstate |
Concentration Risk [Line Items] | |||
Number of hospitals owned by subsidiaries | 60 | ||
Conifer Health Solutions, LLC | |||
Concentration Risk [Line Items] | |||
Ownership percentage of subsidiary | 76.00% | ||
Hospital Operations | |||
Concentration Risk [Line Items] | |||
Number of hospitals owned by subsidiaries | 60 | ||
Number of states in which entity operates | state | 9 | ||
Number of imaging centers transferred | imaging_center | 24 | ||
Hospital Operations | United Surgical Partners International | |||
Concentration Risk [Line Items] | |||
Percentage of assets transferred between segments | 1.00% | ||
Ambulatory Care | United Surgical Partners International | |||
Concentration Risk [Line Items] | |||
Ownership percentage of subsidiary | 95.00% | ||
Ambulatory Care | United Surgical Partners International | |||
Concentration Risk [Line Items] | |||
Number of states in which entity operates | state | 34 | ||
Number of ambulatory surgery centers | 399 | ||
Number of ambulatory surgery centers consolidated | surgery_center | 249 | ||
Number of surgical centers operated by subsidiaries | 24 | ||
Number of surgical hospitals consolidated | 8 | ||
Number of urgent care centers | 40 | ||
Conifer | |||
Concentration Risk [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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 27,579 | $ 27,106 | $ 23,365 |
Capital expenditures | 658 | 540 | 670 |
Net operating revenues | 19,485 | 17,640 | 18,479 |
Equity in earnings of unconsolidated affiliates | 218 | 169 | 175 |
Adjusted EBITDA | 3,483 | 3,146 | 2,730 |
Depreciation and amortization | 855 | 857 | 850 |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA | 3,483 | 3,146 | 2,730 |
Income (loss) from divested and closed businesses | (1) | 20 | (2) |
Depreciation and amortization | (855) | (857) | (850) |
Impairment and restructuring charges, and acquisition-related costs | (85) | (290) | (185) |
Litigation and investigation costs | (116) | (44) | (141) |
Interest expense | (923) | (1,003) | (985) |
Gain (loss) from early extinguishment of debt | (74) | (316) | (227) |
Other non-operating income (expense), net | 14 | 1 | (5) |
Net gains (losses) on sales, consolidation and deconsolidation of facilities | 445 | 14 | (15) |
Income from continuing operations, before income taxes | 1,888 | 671 | 320 |
Inter-segment eliminations | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | (482) | (528) | (573) |
Hospital Operations | |||
Segment Reporting Information [Line Items] | |||
Assets | 17,173 | 18,048 | 16,196 |
Capital expenditures | 578 | 467 | 572 |
Equity in earnings of unconsolidated affiliates | 25 | 6 | 15 |
Adjusted EBITDA | 1,931 | 1,911 | 1,449 |
Depreciation and amortization | 722 | 739 | 733 |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA | 1,931 | 1,911 | 1,449 |
Depreciation and amortization | (722) | (739) | (733) |
Hospital Operations | Operating segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 15,982 | 14,790 | 15,522 |
Ambulatory Care | |||
Segment Reporting Information [Line Items] | |||
Assets | 9,473 | 8,048 | 6,195 |
Capital expenditures | 66 | 51 | 75 |
Net operating revenues | 2,718 | 2,072 | 2,158 |
Equity in earnings of unconsolidated affiliates | 193 | 163 | 160 |
Adjusted EBITDA | 1,197 | 868 | 895 |
Depreciation and amortization | 95 | 81 | 72 |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA | 1,197 | 868 | 895 |
Depreciation and amortization | (95) | (81) | (72) |
Ambulatory Care | Operating segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 2,718 | 2,072 | 2,158 |
Conifer | |||
Segment Reporting Information [Line Items] | |||
Assets | 933 | 1,010 | 974 |
Capital expenditures | 14 | 22 | 23 |
Net operating revenues | 1,267 | 1,306 | 1,372 |
Adjusted EBITDA | 355 | 367 | 386 |
Depreciation and amortization | 38 | 37 | 45 |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA | 355 | 367 | 386 |
Depreciation and amortization | (38) | (37) | (45) |
Conifer | Operating segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 1,267 | 1,306 | 1,372 |
Conifer | Operating segments | Tenet | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 482 | 528 | 573 |
Conifer | Operating segments | Other clients | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | $ 785 | $ 778 | $ 799 |
SCHEDULE II-VALUATION AND QUA_2
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Movement in valuation and qualifying accounts | |||
Balance at Beginning of Period | $ 55 | $ 281 | $ 148 |
Costs and Expenses | 2 | (226) | 133 |
Deductions | 0 | 0 | 0 |
Other Items | 0 | 0 | 0 |
Balance at End of Period | $ 57 | $ 55 | $ 281 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - 7.500% due 2025 - Senior Notes - USD ($) | Feb. 09, 2022 | Apr. 30, 2020 |
Subsequent events | ||
Aggregate principal amount | $ 700,000,000 | |
Subsequent Event | ||
Subsequent events | ||
Aggregate principal amount | $ 700,000,000 |