Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 22, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-7293 | |
Entity Registrant Name | TENET HEALTHCARE CORP | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 95-2557091 | |
Entity Address, Address Line One | 14201 Dallas Parkway | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 469 | |
Local Phone Number | 893-2200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 107,722,502 | |
Entity Central Index Key | 0000070318 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common stock, | New York Stock Exchange | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, | |
Trading Symbol | THC | |
Security Exchange Name | NYSE | |
6.875% Senior Notes due 2031 | New York Stock Exchange | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.875% Senior Notes due 2031 | |
Trading Symbol | THC31 | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,405 | $ 2,364 |
Accounts receivable | 2,916 | 2,770 |
Inventories of supplies, at cost | 391 | 384 |
Assets held for sale | 19 | 0 |
Other current assets | 1,397 | 1,557 |
Total current assets | 6,128 | 7,075 |
Investments and other assets | 3,385 | 3,254 |
Deferred income taxes | 2 | 65 |
Property and equipment, at cost, less accumulated depreciation and amortization ($6,083 at March 31, 2022 and $5,960 at December 31, 2021) | 6,296 | 6,427 |
Goodwill | 9,352 | 9,261 |
Other intangible assets, at cost, less accumulated amortization ($1,330 at March 31, 2022 and $1,374 at December 31, 2021) | 1,487 | 1,497 |
Total assets | 26,650 | 27,579 |
Current liabilities: | ||
Current portion of long-term debt | 132 | 135 |
Accounts payable | 1,114 | 1,300 |
Accrued compensation and benefits | 813 | 896 |
Professional and general liability reserves | 272 | 254 |
Accrued interest payable | 255 | 203 |
Contract liabilities | 776 | 959 |
Other current liabilities | 1,306 | 1,362 |
Total current liabilities | 4,668 | 5,109 |
Long-term debt, net of current portion | 14,719 | 15,511 |
Professional and general liability reserves | 803 | 791 |
Defined benefit plan obligations | 414 | 421 |
Deferred income taxes | 36 | 36 |
Contract liabilities – long-term | 14 | 15 |
Other long-term liabilities | 1,582 | 1,439 |
Total liabilities | 22,236 | 23,322 |
Commitments and contingencies | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 2,358 | 2,203 |
Shareholders’ equity: | ||
Common stock, $0.05 par value; authorized 262,500,000 shares; 156,019,148 shares issued at March 31, 2022 and 155,520,691 shares issued at December 31, 2021 | 8 | 8 |
Additional paid-in capital | 4,765 | 4,877 |
Accumulated other comprehensive loss | (233) | (233) |
Accumulated deficit | (1,074) | (1,214) |
Common stock in treasury, at cost, 48,331,319 shares at March 31, 2022 and 48,331,649 shares at December 31, 2021 | (2,410) | (2,410) |
Total shareholders’ equity | 1,056 | 1,028 |
Noncontrolling interests | 1,000 | 1,026 |
Total equity | 2,056 | 2,054 |
Total liabilities and equity | $ 26,650 | $ 27,579 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation and amortization | $ 6,083 | $ 5,960 |
Accumulated Amortization | $ 1,330 | $ 1,374 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, authorized shares (in shares) | 262,500,000 | 262,500,000 |
Common stock, shares issued (in shares) | 156,019,148 | 155,520,691 |
Common stock in treasury (in shares) | 48,331,319 | 48,331,649 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net operating revenues | $ 4,745 | $ 4,781 |
Grant income | 6 | 31 |
Equity in earnings of unconsolidated affiliates | 46 | 42 |
Operating expenses: | ||
Salaries, wages and benefits | 2,182 | 2,201 |
Supplies | 785 | 804 |
Other operating expenses, net | 942 | 1,072 |
Depreciation and amortization | 203 | 224 |
Impairment and restructuring charges, and acquisition-related costs | 16 | 20 |
Litigation and investigation costs | 20 | 13 |
Net losses on sales, consolidation and deconsolidation of facilities | 1 | 0 |
Operating income | 648 | 520 |
Interest expense | (227) | (240) |
Other non-operating income, net | 0 | 10 |
Loss from early extinguishment of debt | (43) | (23) |
Income from continuing operations, before income taxes | 378 | 267 |
Income tax expense | (99) | (45) |
Income from continuing operations, before discontinued operations | 279 | 222 |
Discontinued operations: | ||
Income from operations | 1 | 0 |
Income from discontinued operations | 1 | 0 |
Net income | 280 | 222 |
Less: Net income available to noncontrolling interests | 140 | 125 |
Net income available to Tenet Healthcare Corporation common shareholders | 140 | 97 |
Amounts available to Tenet Healthcare Corporation common shareholders | ||
Income from continuing operations, net of tax | 139 | 97 |
Income from discontinued operations, net of tax | 1 | 0 |
Net income available to Tenet Healthcare Corporation common shareholders | $ 140 | $ 97 |
Basic | ||
Continuing operations (in dollars per share) | $ 1.29 | $ 0.91 |
Discontinued operations (in dollars per share) | 0.01 | 0 |
Total earnings (loss) per share, basic (in dollars per share) | 1.30 | 0.91 |
Diluted | ||
Continuing operations (in dollars per share) | 1.27 | 0.90 |
Discontinued operations (in dollars per share) | 0.01 | 0 |
Total earnings (loss) per share, diluted (in dollars per share) | $ 1.28 | $ 0.90 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Basic (in shares) | 107,483 | 106,309 |
Diluted (in shares) | 112,020 | 108,065 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 280 | $ 222 |
Other comprehensive income: | ||
Amortization of net actuarial loss included in other non-operating income, net | 2 | 3 |
Unrealized losses on debt securities held as available-for-sale | (2) | 0 |
Other comprehensive income before income taxes | 0 | 3 |
Income tax expense related to items of other comprehensive income | 0 | (4) |
Total other comprehensive loss, net of tax | 0 | (1) |
Comprehensive net income | 280 | 221 |
Less: Comprehensive income available to noncontrolling interests | 140 | 125 |
Comprehensive income available to Tenet Healthcare Corporation common shareholders | $ 140 | $ 96 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net income | $ 280 | $ 222 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 203 | 224 |
Deferred income tax expense | 63 | 24 |
Stock-based compensation expense | 16 | 14 |
Impairment and restructuring charges, and acquisition-related costs | 16 | 20 |
Litigation and investigation costs | 20 | 13 |
Net losses on sales, consolidation and deconsolidation of facilities | 1 | 0 |
Loss from early extinguishment of debt | 43 | 23 |
Equity in earnings of unconsolidated affiliates, net of distributions received | 21 | 28 |
Amortization of debt discount and debt issuance costs | 8 | 9 |
Pre-tax income from discontinued operations | (1) | 0 |
Other items, net | (64) | (7) |
Changes in cash from operating assets and liabilities: | ||
Accounts receivable | (151) | (53) |
Inventories and other current assets | 181 | 130 |
Income taxes | 29 | 19 |
Accounts payable, accrued expenses, contract liabilities and other current liabilities | (360) | (87) |
Other long-term liabilities | (21) | 6 |
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (56) | (51) |
Net cash provided by operating activities | 228 | 534 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (155) | (121) |
Purchases of businesses or joint venture interests, net of cash acquired | (40) | (25) |
Proceeds from sales of facilities and other assets | 148 | 13 |
Proceeds from sales of marketable securities, long-term investments and other assets | 6 | 6 |
Purchases of marketable securities and equity investments | (19) | (11) |
Other items, net | 0 | (7) |
Net cash used in investing activities | (60) | (145) |
Cash flows from financing activities: | ||
Repayments of borrowings | (879) | (541) |
Proceeds from borrowings | 2 | 4 |
Debt issuance costs | (3) | 0 |
Distributions paid to noncontrolling interests | (135) | (119) |
Proceeds from sale of noncontrolling interests | 4 | 6 |
Purchases of noncontrolling interests | (14) | (2) |
Medicare advances and grants received by unconsolidated affiliates, net of recoupment | 0 | 19 |
Other items, net | (102) | (61) |
Net cash used in financing activities | (1,127) | (694) |
Net decrease in cash and cash equivalents | (959) | (305) |
Cash and cash equivalents at beginning of period | 2,364 | 2,446 |
Cash and cash equivalents at end of period | 1,405 | 2,141 |
Supplemental disclosures: | ||
Interest paid, net of capitalized interest | (166) | (190) |
Income tax payments, net | $ (8) | $ (2) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Description of Business and Basis of Presentation Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Our care delivery network includes our subsidiary USPI Holding Company, Inc. (“USPI”), which operated or had ownership interests in over 400 ambulatory surgery centers and 24 surgical hospitals at March 31, 2022. We hold noncontrolling interests in 167 of these facilities, which are recorded using the equity method of accounting. At March 31, 2022, we held an ownership interest in USPI of approximately 95%. We also operated 60 acute care and specialty hospitals, over 110 other outpatient facilities, a network of employed physicians and a Global Business Center (“GBC”) in Manila, Philippines at March 31, 2022. In addition, we 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 March 31, 2022. 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. This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2021 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all financial and statistical data included in these notes to our Condensed Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per‑share amounts). Effective January 1, 2022, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”) using the modified retrospective method. Among other amendments, ASU 2020-06 changed the accounting for diluted earnings‑per‑share for convertible instruments and contracts that may be settled in cash or stock. ASU 2020-06 eliminated an entity’s ability to rebut the presumption of share settlement for convertible instruments and contracts that can be partially or fully settled in cash at the issuer’s election. Additionally, ASU 2020-06 requires that the if‑converted method, which is more dilutive than the treasury stock method, be used for all convertible instruments. As a result of our adoption of ASU 2020-06, diluted weighted average shares outstanding increased by three million shares and diluted earnings per share available to Tenet common shareholders decreased $0.01 per share for the three months ended March 31, 2022. Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), we are required to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. Financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public. Operating results for the three‑month period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: the impact of the COVID‑19 pandemic on our operations, business, financial condition and cash flows; the impact of the demand for, and availability of, qualified medical personnel on compensation costs; overall revenue and cost trends, particularly the timing and magnitude of price changes; fluctuations in contractual allowances and cost report settlements and valuation allowances; managed care contract negotiations, settlements or terminations and payer consolidations; trends in patient accounts receivable collectability and associated implicit price concessions; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; impairment of long‑lived assets and goodwill; restructuring charges; losses, costs and insurance recoveries related to natural disasters and other weather‑related occurrences; litigation and investigation costs; acquisitions and dispositions of facilities and other assets; gains (losses) on sales, consolidation and deconsolidation of facilities; income tax rates and deferred tax asset valuation allowance activity; changes in estimates of accruals for annual incentive compensation; the timing and amounts of stock option and restricted stock unit grants to employees and directors; gains (losses) from early extinguishment of debt; and changes in occupancy levels and patient volumes. Factors that affect service mix, revenue mix, patient volumes and, thereby, the results of operations at our hospitals and related healthcare facilities include, but are not limited to: changes in federal, state and local healthcare and business regulations, including mandated closures and other operating restrictions; the business environment, economic conditions and demographics of local communities in which we operate; the number of uninsured and underinsured individuals in local communities treated at our hospitals; disease hotspots and seasonal cycles of illness; climate and weather conditions; physician recruitment, satisfaction, retention and attrition; advances in technology and treatments that reduce length of stay; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; hospital performance data on quality measures and patient satisfaction, as well as standard charges for services; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; and changing consumer behavior, including with respect to the timing of elective procedures. These considerations apply to year‑to‑year comparisons as well. COVID ‑ 19 Pandemic The COVID‑19 pandemic has impacted all three segments of our business, as well as our patients, communities and employees, in varying degrees since March 2020. Throughout this time, federal, state and local authorities have undertaken several actions designed to assist healthcare providers in providing care to COVID‑19 and other patients and to mitigate the adverse economic impact of the COVID‑19 pandemic. Among other things, federal legislation (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 healthcare providers who experienced lost revenues and increased expenses as a result of the pandemic. The COVID Acts also revised the Medicare accelerated payment program (“MAPP”) and permitted employers to defer Social Security tax payments in 2020. Our participation in these programs and the related accounting policies are summarized below. Grant Income– During the three months ended March 31, 2022, we received cash payments of $5 million from the PRF, included in cash flows from operating activities. During the three months ended March 31, 2021, we received cash payments of $31 million, included in cash flows from operating activities, and $28 million received by our unconsolidated affiliates, included in cash flows from financing activities, 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. PRF funds not utilized by the established deadlines, generally 12 to 18 months after receipt of the grant funds, will be recouped by HHS. 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 three months ended March 31, 2022 and 2021, and their location in the accompanying Condensed Consolidated Statements of Cash Flows. Three Months Ended 2022 2021 Grant payments received from COVID-19 relief programs: Included in cash flows from operating activities: Hospital Operations $ 4 $ 22 Ambulatory Care 1 9 $ 5 $ 31 Included in cash flows from financing activities: Unconsolidated affiliates for which we provide cash management services $ — $ 28 We recognize grant payments as income when there is reasonable assurance that we have complied with the conditions associated with the grant. The estimates we use to recognize grant income could change materially in the future based on our operating performance or fluctuations in the severity of COVID‑19 outbreaks at individual locations, 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 our condensed consolidated statements of operations. The table below summarizes grant income recognized by our Hospital Operations and Ambulatory Care segments during the three months ended March 31, 2022 and 2021, as well as the grant income recognized by our unconsolidated affiliates during the same periods. Three Months Ended 2022 2021 Grant income recognized from COVID-19 relief programs: Included in grant income: Hospital Operations $ 4 $ 24 Ambulatory Care 2 7 $ 6 $ 31 Included in equity in earnings of unconsolidated affiliates: Unconsolidated affiliates $ — $ 6 At March 31, 2022 and December 31, 2021, we had remaining deferred grant payment balances of $3 million and $5 million, respectively, which amounts were recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheets for those periods. Medicare Accelerated Payment Program– In certain circumstances, when a hospital is experiencing financial difficulty due to delays in receiving payment for the Medicare services it provided, it may be eligible for an accelerated or advance payment pursuant to the MAPP. The COVID Acts revised the MAPP 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 did not receive any additional advance payments from the MAPP during the three months ended March 31, 2022 or 2021. During the three months ended March 31, 2022, $194 million of advances received in prior periods by our Hospital Operations segment and less than $1 million of advances received in prior periods by our Ambulatory Care segment were recouped through a reduction of our Medicare claims payments. No advances were recouped during the three months ended March 31, 2021. In the accompanying Condensed Consolidated Balance Sheets, advances totaling $686 million and $880 million were included in contract liabilities at March 31, 2022 and December 31, 2021, respectively. 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. At both March 31, 2022 and December 31, 2021, deferred Social Security tax payments totaling $128 million were included in accrued compensation and benefits in the accompanying Condensed Consolidated Balance Sheets. Leases During the three months ended March 31, 2022, we sold several medical office buildings held in our Hospital Operations segment for net cash proceeds of $147 million and concurrently entered into operating lease agreements to continue use of the facilities. We recognized a gain of $69 million from the sale of these buildings, presented in other operating expenses, net in the accompanying Condensed Consolidated Statement of Operations, and we recognized right-of-use assets and lease-related obligations of $109 million related to the leases, in each case in the three months ended March 31, 2022. 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 $1.405 billion and $2.364 billion at March 31, 2022 and December 31, 2021, respectively. At March 31, 2022 and December 31, 2021, our book overdrafts were $175 million and $226 million, respectively, which were classified as accounts payable. At March 31, 2022 and December 31, 2021, $176 million and $188 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. Also at March 31, 2022 and December 31, 2021, we had $66 million and $95 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $53 million and $88 million, respectively, were included in accounts payable. During the three months ended March 31, 2022 and 2021, we recorded right‑of‑use assets related to non‑cancellable finance leases of $18 million and $11 million, respectively, and related to non‑cancellable operating leases of $187 million and $46 million, respectively. Other Intangible Assets The following tables provide information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021: Gross Carrying Accumulated Net Book Value At March 31, 2022: Other intangible assets with finite useful lives: Capitalized software costs $ 1,714 $ (1,119) $ 595 Contracts 295 (133) 162 Other 96 (78) 18 Total other intangible assets with finite lives 2,105 (1,330) 775 Other intangible assets with indefinite useful lives: Trade names 102 — 102 Contracts 604 — 604 Other 6 — 6 Total other intangible assets with indefinite lives 712 — 712 Total other intangible assets $ 2,817 $ (1,330) $ 1,487 Gross Carrying Accumulated Net Book Value At December 31, 2021: Other intangible assets with finite useful lives: Capitalized software costs $ 1,770 $ (1,165) $ 605 Contracts 295 (128) 167 Other 95 (81) 14 Total other intangible assets with finite lives 2,160 (1,374) 786 Other intangible assets with indefinite useful lives: Trade names 102 — 102 Contracts 602 — 602 Other 7 — 7 Total other intangible assets with indefinite lives 711 — 711 Total other intangible assets $ 2,871 $ (1,374) $ 1,497 Estimated future amortization of intangibles with finite useful lives at March 31, 2022 is as follows: Nine Months Ending Years Ending Later Years December 31, Total 2022 2023 2024 2025 2026 Amortization of intangible assets $ 775 $ 119 $ 119 $ 116 $ 96 $ 76 $ 249 We recognized amortization expense of $29 million and $47 million in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021, respectively. Investments in Unconsolidated Affiliates We control 261 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 (167 of 428 at March 31, 2022), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations. No grant income was recognized during the three months ended March 31, 2022 by our unconsolidated affiliates. Equity in earnings of unconsolidated affiliates included $6 million of grant income for the three months ended March 31, 2021. Summarized financial information for these equity method investees is included in the following table. For investments acquired during the reported periods, amounts below include 100% of the investee’s results beginning on the date of our acquisition of the investment. Three Months Ended 2022 2021 Net operating revenues $ 769 $ 634 Net income $ 169 $ 165 Net income available to the investees $ 98 $ 102 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Receivable Additional Disclosures [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The principal components of accounts receivable are presented in the table below: March 31, 2022 December 31, 2021 Patient accounts receivable $ 2,761 $ 2,600 Estimated future recoveries 139 137 Net cost reports and settlements receivable and valuation allowances 16 33 $ 2,916 $ 2,770 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 Condensed Consolidated Balance Sheets related to California’s provider fee program: March 31, 2022 December 31, 2021 Assets: Other current assets $ 271 $ 370 Investments and other assets $ 278 $ 213 Liabilities: Other current liabilities $ 123 $ 123 Other long-term liabilities $ 52 $ 60 The following table presents our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our uninsured and charity patients. Three Months Ended 2022 2021 Estimated costs for: Uninsured patients $ 122 $ 168 Charity care patients 21 20 Total $ 143 $ 188 |
CONTRACT BALANCES
CONTRACT BALANCES | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | CONTRACT BALANCES Hospital Operations Segment Amounts related to services provided to patients for which we have not billed and that do not meet the conditions of unconditional right to payment at the end of the reporting period are contract assets. For our Hospital Operations segment, our contract assets include services that we have provided to patients who are still receiving inpatient care in our facilities at the end of the reporting period. Our Hospital Operations segment’s contract assets were included in other current assets in the accompanying Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021. 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 MAPP to disburse payments more quickly due to the pandemic. Our Hospital Operations segment received advance payments from the MAPP following its expansion under the COVID Acts during the year ended December 31, 2020; however, no additional advances were received during the three months ended March 31, 2022 and 2021. The remaining advance payments were recorded as contract liabilities in the accompanying Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021. The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment were as follows: Contract Assets Contract Liabilities – Current Advances from Medicare Contract Liabilities – Long-Term Advances from Medicare December 31, 2021 $ 181 $ 876 $ — March 31, 2022 169 682 — Decrease $ (12) $ (194) $ — December 31, 2020 $ 208 $ 510 $ 819 March 31, 2021 180 734 595 Increase (decrease) $ (28) $ 224 $ (224) During the three months ended March 31, 2022, $194 million of Medicare advance payments included in the opening contract liabilities balance for our Hospital Operations segment were recouped through a reduction of our Medicare claims payments. No amounts were recouped during the three months ended March 31, 2021. Ambulatory Care Segment Our Ambulatory Care segment also received advance payments from the expanded Medicare accelerated payment program during the year ended December 31, 2020; however no additional advances were received during the three months ended March 31, 2022 and 2021. The opening and closing balances of contract liabilities for our Ambulatory Care segment were as follows: Contract Liabilities – Current Advances from Medicare Contract Liabilities – Long-Term Advances from Medicare December 31, 2021 $ 4 $ — March 31, 2022 4 — Increase $ — $ — December 31, 2020 $ 93 $ 83 March 31, 2021 123 44 Increase (decrease) $ 30 $ (39) During the three months ended March 31, 2022, less than $1 million of Medicare advance payments included in the opening contract liabilities balance for our Ambulatory Care segment were recouped through a reduction of our Medicare claims payments. No amounts were recouped during the three months ended March 31, 2021. Conifer Segment Conifer enters into contracts with clients to provide revenue cycle management and other services, such as value‑based care, consulting and engagement solutions. The payment terms and conditions in Conifer’s client contracts vary. In some cases, clients are invoiced in advance and (for other than fixed‑price fee arrangements) a true‑up to the actual fee is included on a subsequent invoice. In other cases, payment is due in arrears. In addition, some contracts contain performance incentives, penalties and other forms of variable consideration. When the timing of Conifer’s delivery of services is different from the timing of payments made by its clients, Conifer recognizes either unbilled revenue (performance precedes contractual right to invoice the client) or deferred revenue (client payment precedes Conifer service performance). In the following table, clients that prepay prior to obtaining control/benefit of services are represented by deferred contract revenue until the performance obligations are satisfied. Unbilled revenue represents arrangements in which Conifer has provided services to and the client has obtained control/benefit of these services prior to the contractual invoice date. Contracts with payment in arrears are recognized as receivables in the month the services are performed. The opening and closing balances of Conifer’s receivables, contract assets and contract liabilities were as follows: Receivables Contract Assets – Unbilled Revenue Contract Liabilities – Current Contract Liabilities – Long-Term December 31, 2021 $ 28 $ 18 $ 79 $ 15 March 31, 2022 34 15 90 14 Increase (decrease) $ 6 $ (3) $ 11 $ (1) December 31, 2020 $ 56 $ 20 $ 56 $ 16 March 31, 2021 56 14 60 16 Increase (decrease) $ — $ (6) $ 4 $ — The differences between the opening and closing balances of Conifer’s contract assets and contract liabilities are primarily related to prepayments for those clients 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 Condensed Consolidated Balance Sheets, and its current and long‑term contract liabilities were reported as part of contract liabilities and contract liabilities – long‑term, respectively, in the accompanying Condensed Consolidated Balance Sheets. In both of the three months ended March 31, 2022 and 2021, Conifer recognized $49 million of revenue that was included in the opening current deferred revenue liability. This revenue consists primarily of prepayments for those clients who are billed in advance, changes in estimates related to metric‑based services, and up‑front integration services that are recognized over the services period. Contract Costs During both of the three months ended March 31, 2022 and 2021, we recognized amortization expense related to deferred contract setup costs of $1 million. At both March 31, 2022 and December 31, 2021, the unamortized client contract costs were $23 million and were presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets. Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients and other uninsured discount and charity programs. Net operating revenues for our Conifer segment primarily consist of revenues from providing revenue cycle management services to health systems, individual hospitals and physician practices. The table below presents our sources of net operating revenues less implicit price concessions from continuing operations: Three Months Ended 2022 2021 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 619 $ 688 Medicaid 192 259 Managed care 2,495 2,480 Uninsured 38 47 Indemnity and other 164 176 Total 3,508 3,650 Other revenues (1) 290 297 Hospital Operations total prior to inter-segment eliminations 3,798 3,947 Ambulatory Care 738 646 Conifer 324 310 Inter-segment eliminations (115) (122) Net operating revenues $ 4,745 $ 4,781 (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 three months ended March 31, 2022 and 2021 by $4 million and $5 million, respectively. Estimated cost report settlements and valuation allowances were included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from final determination of amounts earned under all the above arrangements with Medicare and Medicaid. The table below presents the composition of net operating revenues for our Ambulatory Care segment: Three Months Ended 2022 2021 Net patient service revenues $ 704 $ 619 Management fees 29 22 Revenue from other sources 5 5 Net operating revenues $ 738 $ 646 The table below presents the composition of net operating revenues for our Conifer segment: Three Months Ended 2022 2021 Revenue cycle services – Tenet $ 112 $ 118 Revenue cycle services – other clients 189 169 Other services – Tenet 3 4 Other services – other clients 20 19 Net operating revenues $ 324 $ 310 Other services, including value‑based care, consulting and other client‑defined projects, represented approximately 7% of Conifer’s revenue for both of the three months ended March 31, 2022 and 2021. 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. Nine Months Ending Years Ending Later Years December 31, Total 2022 2023 2024 2025 2026 Performance obligations $ 6,450 $ 485 $ 646 $ 591 $ 591 $ 591 $ 3,546 |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE In February 2022, we entered into a definitive agreement to sell one of our micro‑hospitals located in Arizona. As a result, the assets associated with the micro‑hospital were classified as held for sale at March 31, 2022 in the accompanying Condensed Consolidated Balance Sheet. The sale of this micro‑hospital was completed in April 2022. Assets classified as held for sale at March 31, 2022 were comprised of the following: Property and equipment $ 15 Other intangible assets 1 Goodwill 3 Net assets held for sale $ 19 The table below provides information on significant components of our business that have been recently disposed of: Three Months Ended 2022 2021 Significant disposals: Income from continuing operations, before income taxes Miami-area hospitals and certain related operations $ 4 $ 13 |
IMPAIRMENT AND RESTRUCTURING CH
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring Costs and Asset Impairment Charges [Abstract] | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION ‑ RELATED COSTS Our impairment tests presume stable, improving or, in some cases, declining operating results in our facilities, which are based on programs and initiatives being implemented that are designed to achieve each facility’s most recent projections. If these projections are not met, or 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 March 31, 2022, our continuing operations consisted of three reportable segments – Hospital Operations, Ambulatory Care and Conifer. Our segments are reporting units used to perform our goodwill impairment analysis. We periodically incur costs to implement restructuring efforts for specific operations, which are recorded in our statement of operations as they are incurred. Our restructuring plans focus on various aspects of operations, including aligning our operations in the most strategic and cost‑effective structure, such as the establishment of offshore support operations at our GBC. Certain restructuring and acquisition‑related costs are based on estimates. Changes in estimates are recognized as they occur. During the three months ended March 31, 2022, we recorded impairment and restructuring charges and acquisition‑related costs of $16 million, primarily consisting of $12 million of restructuring charges, $1 million of impairment charges and $3 million of acquisition‑related costs. Restructuring charges consisted of $5 million of employee severance costs, $2 million related to the transition of various administrative functions to our GBC and $5 million of other restructuring costs. Acquisition‑related costs consisted of $3 million of transaction costs. During the three months ended March 31, 2021, we recorded impairment and restructuring charges and acquisition‑related costs of $20 million, consisting of $16 million of restructuring charges and $4 million of acquisition‑related costs. Restructuring charges consisted of $4 million of employee severance costs, $6 million related to the transition of various administrative functions to our GBC and $6 million of other restructuring costs. Acquisition‑related costs consisted of $4 million of transaction costs. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Debt and Lease Obligation [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The table below presents our long‑term debt included in the accompanying Condensed Consolidated Balance Sheets: March 31, 2022 December 31, 2021 Senior unsecured notes: 6.750% due 2023 $ 1,769 $ 1,872 6.125% due 2028 2,500 2,500 6.875% due 2031 362 362 Senior secured first lien notes: 4.625% due 2024 770 770 4.625% due 2024 600 600 7.500% due 2025 — 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 1,400 4.375% due 2030 1,450 1,450 Senior secured second lien notes: 6.250% due 2027 1,500 1,500 Finance leases, mortgage and other notes 437 443 Unamortized issue costs and note discounts (137) (151) Total long-term debt 14,851 15,646 Less current portion 132 135 Long-term debt, net of current portion $ 14,719 $ 15,511 Senior Unsecured Notes and Senior Secured Notes On February 23, 2022, we redeemed all $700 million aggregate principal amount outstanding of our 7.500% senior secured first lien notes due 2025 in advance of their maturity date. We paid $730 million from cash on hand to redeem the notes. In connection with the redemption, we recorded a loss from early extinguishment of debt of $38 million in the three months ended March 31, 2022, 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. Through a series of open‑market transactions in March 2022, we repurchased $103 million aggregate principal amount outstanding of our 6.750% senior unsecured notes due 2023. We paid $107 million from cash on hand to complete these transactions. In connection with the repurchases, we recorded aggregate losses from early extinguishment of debt of $5 million in the three months ended March 31, 2022, primarily related to the difference between the purchase prices and the par value of the notes, as well as the write‑off of associated unamortized issuance costs. Credit Agreement We have a senior secured revolving credit facility that provides for revolving loans in an aggregate principal amount of up to $1.500 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 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. In March 2022, we further amended our Credit Agreement to, among other things, (i) decrease the aggregate revolving credit commitments from the previous Increased Commitments to aggregate revolving credit commitments not to exceed $1.500 billion, subject to borrowing availability, (ii) extend the scheduled maturity date to March 16, 2027, and (iii) replace the London Interbank Offered Rate (LIBOR) with the Term Secured Overnight Financing Rate (“SOFR”) and Daily Simple SOFR (each, as defined in the Credit Agreement) as the reference interest rate. At March 31, 2022, 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, $1.500 billion was available for borrowing under the revolving credit facility at March 31, 2022. 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 (a) a base rate plus an applicable margin ranging from 0.25% to 0.75% per annum or (b) Term SOFR, Daily Simple SOFR or the Euro Interbank Offered Rate (EURIBOR) (each, as defined in the Credit Agreement) plus an applicable margin ranging from 1.25% to 1.75% per annum and (in the case of Term SOFR and Daily Simple SOFR only) a credit spread adjustment of 0.10%, 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 (as amended to date, the “LC Facility”) that provides for the issuance, from time to time, of standby and documentary letters of credit in an aggregate principal amount of up to $200 million. The scheduled maturity date of the LC Facility is September 12, 2024. 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. The LC Facility is subject to an effective maximum secured debt covenant of 4.25 to 1.00. At March 31, 2022, we had $138 million of standby letters of credit outstanding under the LC Facility. |
GUARANTEES
GUARANTEES | 3 Months Ended |
Mar. 31, 2022 | |
Guarantees [Abstract] | |
GUARANTEES | GUARANTEES At March 31, 2022, 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 $118 million. We had a total liability of $102 million recorded for these guarantees included in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at March 31, 2022. At March 31, 2022, 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 $109 million. Of the total, $16 million relates to the obligations of consolidated subsidiaries, which obligations were recorded in the accompanying Condensed Consolidated Balance Sheet at March 31, 2022. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans The accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 include $16 million and $14 million, respectively, of pre-tax compensation costs related to our stock‑based compensation arrangements. Stock Options The following table summarizes stock option activity during the three months ended March 31, 2022: Number of Weighted Average Aggregate Weighted Average (In Millions) Outstanding at December 31, 2021 520,998 $ 23.90 Exercised (60,051) $ 28.26 Outstanding at March 31, 2022 460,947 $ 23.33 $ 29 5.9 years Vested and expected to vest at March 31, 2022 460,947 $ 23.33 $ 29 5.9 years Exercisable at March 31, 2022 460,947 $ 23.33 $ 29 5.9 years There were 60,051 and 293,581 stock options exercised during the three months ended March 31, 2022 and 2021, respectively, with aggregate intrinsic values of $4 million and $10 million, respectively. We did not grant any stock options during the three months ended March 31, 2022 or 2021. The following table summarizes information about our outstanding stock options at March 31, 2022: Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted Average Weighted Average Number of Weighted Average $18.99 to $20.609 293,796 5.4 years $ 19.75 293,796 $ 19.75 $20.61 to $35.430 167,151 6.8 years $ 29.62 167,151 $ 29.62 460,947 5.9 years $ 23.33 460,947 $ 23.33 Restricted Stock Units The following table summarizes activity with respect to restricted stock units (“RSUs”) during the three months ended March 31, 2022: Number of Weighted Average Grant Unvested at December 31, 2021 2,171,202 $ 40.51 Granted 570,080 $ 83.75 Vested (721,858) $ 29.16 Forfeited (16,083) $ 44.57 Unvested at March 31, 2022 2,003,341 $ 62.46 In the three months ended March 31, 2022, we granted an aggregate of 570,080 RSUs, 288,125 of which vest based on the passage of time. Of these time‑based RSUs, 281,955 will vest and be settled ratably over a three‑year period from the grant date, and 6,170 will vest evenly on the third and fourth anniversaries of the grant date. The vesting of the 281,955 remaining RSUs granted in the three months ended March 31, 2022 is contingent on our achievement of specified performance goals for the years 2022 to 2024. Provided the goals are achieved, the performance‑based RSUs will vest and settle on the third anniversary of the grant date. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 281,955 units granted, depending on our level of achievement with respect to the performance goals. In the three months ended March 31, 2021, we granted an aggregate of 708,577 RSUs. Of these, 260,071 will vest and be settled ratably over a three‑year period from the grant date, 189,215 will vest and be settled ratably over eight quarterly periods from the grant date, and 14,192 vested on December 31, 2021 and settled in January 2022. We also granted 1,372 RSUs as an initial grant to a then-new member of our board of directors and 1,685 RSUs as a pro‑rata annual grant to the same new board member. Both the initial grant and the annual grant vested immediately, however, the initial grant settles upon separation from the board, while the annual grant settles on the third anniversary of the grant date. In addition, we granted 241,150 performance‑based RSUs; the vesting of these RSUs is contingent on our achievement of specified performance goals for the years 2021 to 2023. Provided the goals are achieved, the performance‑based RSUs will vest and settle on the third anniversary of the grant date. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 241,150 units granted, depending on our level of achievement with respect to the performance goals. During the three months ended March 31, 2021, we also granted 892 RSUs that vested and settled immediately as a result of our level of achievement with respect to certain performance‑based RSUs granted in 2018. The fair value of an RSU is based on our share price on the grant date. For certain of the performance ‑ based RSU grants, the number of units that will ultimately vest is subject to adjustment based on the achievement of a market‑based condition. The fair value of these RSUs is estimated through the use of a Monte Carlo simulation. Significant inputs used in our valuation of these RSUs included the following: Three Months Ended 2022 2021 Expected volatility 39.6% - 68.1% 71.8% - 79.3% Risk-free interest rate 1.0% - 1.7% 0.1% - 0.2% At March 31, 2022, there were $84 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 2.0 years. USPI Management Equity Plan USPI maintains a separate management equity plan under which it grants RSUs representing a contractual right to receive one share of USPI’s non‑voting common stock in the future. 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 three months ended March 31, 2022: Number of Weighted Average Grant Unvested at December 31, 2021 1,494,882 $ 34.13 Vested (367,928) $ 34.13 Forfeited (42,669) $ 34.13 Unvested at March 31, 2022 1,084,285 $ 34.13 |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Changes in Shareholders’ Equity The following tables present the changes in consolidated equity during the three months ended March 31, 2022 and 2021 (dollars in millions, share amounts in thousands): Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2021 107,189 $ 8 $ 4,877 $ (233) $ (1,214) $ (2,410) $ 1,026 $ 2,054 Net income — — — — 140 — 46 186 Distributions paid to noncontrolling interests — — — — — — (71) (71) Accretion of redeemable noncontrolling interests — — (95) — — — — (95) Sales of businesses and noncontrolling interests, net — — (7) — — — (1) (8) Stock-based compensation expense and issuance of common stock 499 — (10) — — — — (10) Balances at March 31, 2022 107,688 $ 8 $ 4,765 $ (233) $ (1,074) $ (2,410) $ 1,000 $ 2,056 Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2020 106,070 $ 7 $ 4,844 $ (281) $ (2,128) $ (2,414) $ 909 $ 937 Net income — — — — 97 — 44 141 Distributions paid to noncontrolling interests — — — — — — (61) (61) Other comprehensive loss — — — (1) — — — (1) Accretion of redeemable noncontrolling interests — — (3) — — — — (3) Purchases (sales) of businesses and noncontrolling interests, net — — (10) — — — 1 (9) Stock-based compensation expense and issuance of common stock 617 1 10 — — 1 — 12 Balances at March 31, 2021 106,687 $ 8 $ 4,841 $ (282) $ (2,031) $ (2,413) $ 893 $ 1,016 Our noncontrolling interests balances at March 31, 2022 and December 31, 2021 were comprised of $126 million and $128 million, respectively, from our Hospital Operations segment, and $874 million and $898 million, respectively, from our |
NET OPERATING REVENUES
NET OPERATING REVENUES | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
NET OPERATING REVENUES | CONTRACT BALANCES Hospital Operations Segment Amounts related to services provided to patients for which we have not billed and that do not meet the conditions of unconditional right to payment at the end of the reporting period are contract assets. For our Hospital Operations segment, our contract assets include services that we have provided to patients who are still receiving inpatient care in our facilities at the end of the reporting period. Our Hospital Operations segment’s contract assets were included in other current assets in the accompanying Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021. 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 MAPP to disburse payments more quickly due to the pandemic. Our Hospital Operations segment received advance payments from the MAPP following its expansion under the COVID Acts during the year ended December 31, 2020; however, no additional advances were received during the three months ended March 31, 2022 and 2021. The remaining advance payments were recorded as contract liabilities in the accompanying Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021. The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment were as follows: Contract Assets Contract Liabilities – Current Advances from Medicare Contract Liabilities – Long-Term Advances from Medicare December 31, 2021 $ 181 $ 876 $ — March 31, 2022 169 682 — Decrease $ (12) $ (194) $ — December 31, 2020 $ 208 $ 510 $ 819 March 31, 2021 180 734 595 Increase (decrease) $ (28) $ 224 $ (224) During the three months ended March 31, 2022, $194 million of Medicare advance payments included in the opening contract liabilities balance for our Hospital Operations segment were recouped through a reduction of our Medicare claims payments. No amounts were recouped during the three months ended March 31, 2021. Ambulatory Care Segment Our Ambulatory Care segment also received advance payments from the expanded Medicare accelerated payment program during the year ended December 31, 2020; however no additional advances were received during the three months ended March 31, 2022 and 2021. The opening and closing balances of contract liabilities for our Ambulatory Care segment were as follows: Contract Liabilities – Current Advances from Medicare Contract Liabilities – Long-Term Advances from Medicare December 31, 2021 $ 4 $ — March 31, 2022 4 — Increase $ — $ — December 31, 2020 $ 93 $ 83 March 31, 2021 123 44 Increase (decrease) $ 30 $ (39) During the three months ended March 31, 2022, less than $1 million of Medicare advance payments included in the opening contract liabilities balance for our Ambulatory Care segment were recouped through a reduction of our Medicare claims payments. No amounts were recouped during the three months ended March 31, 2021. Conifer Segment Conifer enters into contracts with clients to provide revenue cycle management and other services, such as value‑based care, consulting and engagement solutions. The payment terms and conditions in Conifer’s client contracts vary. In some cases, clients are invoiced in advance and (for other than fixed‑price fee arrangements) a true‑up to the actual fee is included on a subsequent invoice. In other cases, payment is due in arrears. In addition, some contracts contain performance incentives, penalties and other forms of variable consideration. When the timing of Conifer’s delivery of services is different from the timing of payments made by its clients, Conifer recognizes either unbilled revenue (performance precedes contractual right to invoice the client) or deferred revenue (client payment precedes Conifer service performance). In the following table, clients that prepay prior to obtaining control/benefit of services are represented by deferred contract revenue until the performance obligations are satisfied. Unbilled revenue represents arrangements in which Conifer has provided services to and the client has obtained control/benefit of these services prior to the contractual invoice date. Contracts with payment in arrears are recognized as receivables in the month the services are performed. The opening and closing balances of Conifer’s receivables, contract assets and contract liabilities were as follows: Receivables Contract Assets – Unbilled Revenue Contract Liabilities – Current Contract Liabilities – Long-Term December 31, 2021 $ 28 $ 18 $ 79 $ 15 March 31, 2022 34 15 90 14 Increase (decrease) $ 6 $ (3) $ 11 $ (1) December 31, 2020 $ 56 $ 20 $ 56 $ 16 March 31, 2021 56 14 60 16 Increase (decrease) $ — $ (6) $ 4 $ — The differences between the opening and closing balances of Conifer’s contract assets and contract liabilities are primarily related to prepayments for those clients 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 Condensed Consolidated Balance Sheets, and its current and long‑term contract liabilities were reported as part of contract liabilities and contract liabilities – long‑term, respectively, in the accompanying Condensed Consolidated Balance Sheets. In both of the three months ended March 31, 2022 and 2021, Conifer recognized $49 million of revenue that was included in the opening current deferred revenue liability. This revenue consists primarily of prepayments for those clients who are billed in advance, changes in estimates related to metric‑based services, and up‑front integration services that are recognized over the services period. Contract Costs During both of the three months ended March 31, 2022 and 2021, we recognized amortization expense related to deferred contract setup costs of $1 million. At both March 31, 2022 and December 31, 2021, the unamortized client contract costs were $23 million and were presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets. Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients and other uninsured discount and charity programs. Net operating revenues for our Conifer segment primarily consist of revenues from providing revenue cycle management services to health systems, individual hospitals and physician practices. The table below presents our sources of net operating revenues less implicit price concessions from continuing operations: Three Months Ended 2022 2021 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 619 $ 688 Medicaid 192 259 Managed care 2,495 2,480 Uninsured 38 47 Indemnity and other 164 176 Total 3,508 3,650 Other revenues (1) 290 297 Hospital Operations total prior to inter-segment eliminations 3,798 3,947 Ambulatory Care 738 646 Conifer 324 310 Inter-segment eliminations (115) (122) Net operating revenues $ 4,745 $ 4,781 (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 three months ended March 31, 2022 and 2021 by $4 million and $5 million, respectively. Estimated cost report settlements and valuation allowances were included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from final determination of amounts earned under all the above arrangements with Medicare and Medicaid. The table below presents the composition of net operating revenues for our Ambulatory Care segment: Three Months Ended 2022 2021 Net patient service revenues $ 704 $ 619 Management fees 29 22 Revenue from other sources 5 5 Net operating revenues $ 738 $ 646 The table below presents the composition of net operating revenues for our Conifer segment: Three Months Ended 2022 2021 Revenue cycle services – Tenet $ 112 $ 118 Revenue cycle services – other clients 189 169 Other services – Tenet 3 4 Other services – other clients 20 19 Net operating revenues $ 324 $ 310 Other services, including value‑based care, consulting and other client‑defined projects, represented approximately 7% of Conifer’s revenue for both of the three months ended March 31, 2022 and 2021. 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. Nine Months Ending Years Ending Later Years December 31, Total 2022 2023 2024 2025 2026 Performance obligations $ 6,450 $ 485 $ 646 $ 591 $ 591 $ 591 $ 3,546 |
PROPERTY AND PROFESSIONAL AND G
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | 3 Months Ended |
Mar. 31, 2022 | |
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 both of the policy periods April 1, 2021 through March 31, 2022 and April 1, 2022 through March 31, 2023, 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 for the 2021 to 2022 policy period and $5 million for the 2022 to 2023 policy period. 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 March 31, 2022 and December 31, 2021, the aggregate current and long‑term professional and general liability reserves in the accompanying Condensed Consolidated Balance Sheets were $1.075 billion and $1.045 billion, 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 $81 million and $91 million was included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021, respectively. |
CLAIMS AND LAWSUITS
CLAIMS AND LAWSUITS | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CLAIMS AND LAWSUITS | CLAIMS AND LAWSUITSWe 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. The DOJ issued a civil investigative demand to DMC for documents and interrogatories in September 2021. 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 three months ended March 31, 2022 and 2021. Balances at Litigation and Cash Other Balances at Three Months Ended March 31, 2022 $ 78 $ 20 $ (36) $ 2 $ 64 Three Months Ended March 31, 2021 $ 26 $ 13 $ (15) $ — $ 24 |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | 3 Months Ended |
Mar. 31, 2022 | |
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 (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 Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021. During the three months ended March 31, 2022 and 2021, we recognized accretion totaling $94 million and $1 million, respectively, and a corresponding decrease in additional paid-in capital to adjust Baylor’s minority interest in USPI based on an increase in the estimated fair value of USPI. Baylor did not deliver a put notice to us in January 2021 or 2022. In each of February 2021 and 2022, we notified Baylor of our intention to exercise our call option to purchase 33.3% of the Baylor Shares for that year (now 66.6% in total). We are continuing to negotiate the terms of those purchases. The following table presents the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries during the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Balances at beginning of period $ 2,203 $ 1,952 Net income 94 81 Distributions paid to noncontrolling interests (64) (58) Accretion of redeemable noncontrolling interests 95 3 Purchases of businesses and noncontrolling interests, net 30 14 Balances at end of period $ 2,358 $ 1,992 The following tables present the composition by segment of our redeemable noncontrolling interests balances at March 31, 2022 and December 31, 2021, as well as our net income available to redeemable noncontrolling interests for the three months ended March 31, 2022 and 2021: March 31, 2022 December 31, 2021 Hospital Operations $ 316 $ 297 Ambulatory Care 1,545 1,425 Conifer 497 481 Redeemable noncontrolling interests $ 2,358 $ 2,203 Three Months Ended 2022 2021 Hospital Operations $ 22 $ 13 Ambulatory Care 56 52 Conifer 16 16 Net income available to redeemable noncontrolling interests $ 94 $ 81 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESDuring the three months ended March 31, 2022, we recorded income tax expense of $99 million in continuing operations on pre-tax income of $378 million compared to $45 million on pre-tax income of $267 million during the three months ended March 31, 2021. Our provision for income taxes during interim reporting periods is calculated by applying an estimate of the annual effective tax rate to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. In calculating “ordinary” income, non‑taxable income or loss attributable to noncontrolling interests was deducted from pre-tax income. A reconciliation between the amount of reported income tax expense and the amount computed by multiplying income from continuing operations before income taxes by the statutory federal tax rate is presented below: Three Months Ended 2022 2021 Tax expense at statutory federal rate of 21% $ 79 $ 56 State income taxes, net of federal income tax benefit 14 13 Tax benefit attributable to noncontrolling interests (29) (25) Stock-based compensation tax benefit (2) (1) Changes in valuation allowance 32 — Other items 5 2 Income tax expense $ 99 $ 45 During the three months ended March 31, 2022, we recorded income tax expense of $32 million to increase the valuation allowance for interest expense carryforwards due to a change in the business interest expense disallowance rules in 2022. There were no adjustments to our estimated liabilities for uncertain tax positions during the three months ended March 31, 2022. The total amount of unrecognized tax benefits as of March 31, 2022 was $34 million, of which $32 million, if recognized, would affect our effective tax rate and income tax expense from continuing operations. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our condensed consolidated statements of operations. We did not have any interest or penalties on unrecognized tax benefits accrued at March 31, 2022. As of March 31, 2022, no significant changes in unrecognized federal and state tax benefits were expected in the next 12 months as a result of the settlement of audits, the filing of amended tax returns or the expiration of statutes of limitations. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE The following table is a reconciliation of the numerators and denominators of our basic and diluted earnings per common share calculations for our continuing operations for three months ended March 31, 2022 and 2021. Net income available to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Net Income Available to Common Shareholders (Numerator) Weighted Per-Share Amount Three Months Ended March 31, 2022 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 139 107,483 $ 1.29 Effect of dilutive stock options, restricted stock units, deferred compensation units and convertible instruments 3 4,537 (0.02) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 142 112,020 $ 1.27 Three Months Ended March 31, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 97 106,309 $ 0.91 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,756 (0.01) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 97 108,065 $ 0.90 At March 31, 2022, our convertible instruments consisted of the Baylor Put/Call Agreement and vested RSUs issued under the USPI Management Equity Plan. See additional discussion of these instruments in Notes 13 and 8, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
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. At March 31, 2022, these measurements consisted of long-lived assets held for sale, which had an estimated fair value of $19 million and were classified as Level 2 measurements. 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 March 31, 2022 and December 31, 2021, the estimated fair value of our long‑term debt was approximately 99.3% and 103.3%, respectively, of the carrying value of the debt. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the three months ended March 31, 2022 and 2021 are as follows: Three Months Ended 2022 2021 Current assets $ 3 $ — Property and equipment 10 18 Other intangible assets 2 — Goodwill 84 25 Other long-term assets 11 4 Previously held investments in unconsolidated affiliates (18) — Current liabilities (5) (7) Long-term liabilities (19) (2) Redeemable noncontrolling interests in equity of consolidated subsidiaries (28) (11) Noncontrolling interests — (2) Cash paid, net of cash acquired (40) (25) Gains on consolidations $ — $ — 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 $84 million from acquisitions completed during the three months ended March 31, 2022 was recorded in our Ambulatory Care segment. Approximately $3 million and $4 million in transaction costs related to prospective and closed acquisitions were expensed during the three‑month periods ended March 31, 2022 and 2021, respectively, and were included in impairment and restructuring charges, and acquisition‑related costs in the accompanying Condensed Consolidated Statements of Operations. We are required to allocate the purchase prices of acquired businesses to assets acquired or liabilities assumed and, if applicable, noncontrolling interests based on their fair values. The excess of the purchase price allocated over those fair values is recorded as goodwill. The purchase price allocations for certain acquisitions completed in 2022 and 2021 are preliminary. We are in the process of assessing working capital balances, as well as obtaining and evaluating valuations of the acquired property and equipment, management contracts and other intangible assets, and noncontrolling interests. Therefore, those purchase price allocations, including goodwill, recorded in the accompanying Condensed Consolidated Financial Statements are subject to adjustment once the assessments and valuation work are completed and evaluated. Such adjustments will be recorded as soon as practical and within the measurement period as defined by the accounting literature. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our business consists of our Hospital Operations segment, our Ambulatory Care segment and our Conifer segment. The factors for determining the reportable segments include the manner in which management evaluates operating performance combined with the nature of the individual business activities. Our Hospital Operations segment is comprised of acute care and specialty hospitals, imaging centers, ancillary outpatient facilities, micro‑hospitals and physician practices. At March 31, 2022, 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. Also in April 2021, we completed the sale of the majority of the urgent care centers then held by our Hospital Operations segment to an unaffiliated urgent care provider. In addition, we completed the sale of five Miami‑area hospitals and certain related operations in August 2021. In April 2022, we completed the sale of a Hospital Operations segment micro-hospital, which was classified as held for sale in the accompanying Condensed Consolidated Balance Sheet at March 31, 2022. Our Ambulatory Care segment is comprised of the operations of USPI. At March 31, 2022, USPI had interests in 404 ambulatory surgery centers (253 consolidated) and 24 surgical hospitals (eight consolidated) in 34 states. In April 2021, we completed the sale of 40 urgent care centers then held by our Ambulatory Care segment to an unaffiliated urgent care provider and, as noted above, transferred 24 imaging centers from our Ambulatory Care segment to our Hospital Operations segment. At March 31, 2022, we owned approximately 95% of USPI. Our Conifer segment provides revenue cycle management and value‑based care services to hospitals, health systems, physician practices, employers and other clients. At March 31, 2022, Conifer provided services to approximately 660 Tenet and non‑Tenet hospitals and other clients nationwide. Conifer provides revenue management, administrative services and various other services to Tenet hospitals. We believe the pricing terms for these services are commercially reasonable and consistent with estimated third‑party terms. At March 31, 2022, we owned approximately 76% of Conifer Health Solutions, LLC, which is Conifer’s principal subsidiary. The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations, as applicable: March 31, 2022 December 31, 2021 Assets: Hospital Operations $ 16,236 $ 17,173 Ambulatory Care 9,486 9,473 Conifer 928 933 Total $ 26,650 $ 27,579 Three Months Ended 2022 2021 Capital expenditures: Hospital Operations $ 132 $ 110 Ambulatory Care 21 8 Conifer 2 3 Total $ 155 $ 121 Three Months Ended 2022 2021 Net operating revenues: Hospital Operations total prior to inter-segment eliminations $ 3,798 $ 3,947 Ambulatory Care 738 646 Conifer Tenet 115 122 Other clients 209 188 Total Conifer revenues 324 310 Inter-segment eliminations (115) (122) Total $ 4,745 $ 4,781 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 4 $ 4 Ambulatory Care 42 38 Total $ 46 $ 42 Adjusted EBITDA: Hospital Operations $ 514 $ 434 Ambulatory Care 282 257 Conifer 92 86 Total $ 888 $ 777 Depreciation and amortization: Hospital Operations $ 167 $ 190 Ambulatory Care 27 25 Conifer 9 9 Total $ 203 $ 224 Adjusted EBITDA $ 888 $ 777 Depreciation and amortization (203) (224) Impairment and restructuring charges, and acquisition-related costs (16) (20) Litigation and investigation costs (20) (13) Interest expense (227) (240) Loss from early extinguishment of debt (43) (23) Other non-operating income, net — 10 Net losses on sales, consolidation and deconsolidation of facilities (1) — Income from continuing operations, before income taxes $ 378 $ 267 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Our care delivery network includes our subsidiary USPI Holding Company, Inc. (“USPI”), which operated or had ownership interests in over 400 ambulatory surgery centers and 24 surgical hospitals at March 31, 2022. We hold noncontrolling interests in 167 of these facilities, which are recorded using the equity method of accounting. At March 31, 2022, we held an ownership interest in USPI of approximately 95%. We also operated 60 acute care and specialty hospitals, over 110 other outpatient facilities, a network of employed physicians and a Global Business Center (“GBC”) in Manila, Philippines at March 31, 2022. In addition, we 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 March 31, 2022. 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. This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2021 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all financial and statistical data included in these notes to our Condensed Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per‑share amounts). Effective January 1, 2022, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”) using the modified retrospective method. Among other amendments, ASU 2020-06 changed the accounting for diluted earnings‑per‑share for convertible instruments and contracts that may be settled in cash or stock. ASU 2020-06 eliminated an entity’s ability to rebut the presumption of share settlement for convertible instruments and contracts that can be partially or fully settled in cash at the issuer’s election. Additionally, ASU 2020-06 requires that the if‑converted method, which is more dilutive than the treasury stock method, be used for all convertible instruments. As a result of our adoption of ASU 2020-06, diluted weighted average shares outstanding increased by three million shares and diluted earnings per share available to Tenet common shareholders decreased $0.01 per share for the three months ended March 31, 2022. Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), we are required to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. Financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public. Operating results for the three‑month period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: the impact of the COVID‑19 pandemic on our operations, business, financial condition and cash flows; the impact of the demand for, and availability of, qualified medical personnel on compensation costs; overall revenue and cost trends, particularly the timing and magnitude of price changes; fluctuations in contractual allowances and cost report settlements and valuation allowances; managed care contract negotiations, settlements or terminations and payer consolidations; trends in patient accounts receivable collectability and associated implicit |
Leases | During the three months ended March 31, 2022, we sold several medical office buildings held in our Hospital Operations segment for net cash proceeds of $147 million and concurrently entered into operating lease agreements to continue use of the facilities. We recognized a gain of $69 million from the sale of these buildings, presented in other operating expenses, net in the accompanying Condensed Consolidated Statement of Operations, and we recognized right-of-use assets and lease-related obligations of $109 million related to the leases, in each case in the three months ended March 31, 2022. |
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 $1.405 billion and $2.364 billion at March 31, 2022 and December 31, 2021, respectively. At March 31, 2022 and December 31, 2021, our book overdrafts were $175 million and $226 million, respectively, which were classified as accounts payable. At March 31, 2022 and December 31, 2021, $176 million and $188 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. Also at March 31, 2022 and December 31, 2021, we had $66 million and $95 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $53 million and $88 million, respectively, were included in accounts payable. |
Investments in Unconsolidated Affiliates | We control 261 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 (167 of 428 at March 31, 2022), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations. No grant income was recognized during the three months ended March 31, 2022 by our unconsolidated affiliates. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Grant Funds | 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 three months ended March 31, 2022 and 2021, and their location in the accompanying Condensed Consolidated Statements of Cash Flows. Three Months Ended 2022 2021 Grant payments received from COVID-19 relief programs: Included in cash flows from operating activities: Hospital Operations $ 4 $ 22 Ambulatory Care 1 9 $ 5 $ 31 Included in cash flows from financing activities: Unconsolidated affiliates for which we provide cash management services $ — $ 28 The table below summarizes grant income recognized by our Hospital Operations and Ambulatory Care segments during the three months ended March 31, 2022 and 2021, as well as the grant income recognized by our unconsolidated affiliates during the same periods. Three Months Ended 2022 2021 Grant income recognized from COVID-19 relief programs: Included in grant income: Hospital Operations $ 4 $ 24 Ambulatory Care 2 7 $ 6 $ 31 Included in equity in earnings of unconsolidated affiliates: Unconsolidated affiliates $ — $ 6 |
Schedule of Other Intangible Assets | The following tables provide information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021: Gross Carrying Accumulated Net Book Value At March 31, 2022: Other intangible assets with finite useful lives: Capitalized software costs $ 1,714 $ (1,119) $ 595 Contracts 295 (133) 162 Other 96 (78) 18 Total other intangible assets with finite lives 2,105 (1,330) 775 Other intangible assets with indefinite useful lives: Trade names 102 — 102 Contracts 604 — 604 Other 6 — 6 Total other intangible assets with indefinite lives 712 — 712 Total other intangible assets $ 2,817 $ (1,330) $ 1,487 Gross Carrying Accumulated Net Book Value At December 31, 2021: Other intangible assets with finite useful lives: Capitalized software costs $ 1,770 $ (1,165) $ 605 Contracts 295 (128) 167 Other 95 (81) 14 Total other intangible assets with finite lives 2,160 (1,374) 786 Other intangible assets with indefinite useful lives: Trade names 102 — 102 Contracts 602 — 602 Other 7 — 7 Total other intangible assets with indefinite lives 711 — 711 Total other intangible assets $ 2,871 $ (1,374) $ 1,497 |
Schedule of Indefinite-Lived Intangible Assets | The following tables provide information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021: Gross Carrying Accumulated Net Book Value At March 31, 2022: Other intangible assets with finite useful lives: Capitalized software costs $ 1,714 $ (1,119) $ 595 Contracts 295 (133) 162 Other 96 (78) 18 Total other intangible assets with finite lives 2,105 (1,330) 775 Other intangible assets with indefinite useful lives: Trade names 102 — 102 Contracts 604 — 604 Other 6 — 6 Total other intangible assets with indefinite lives 712 — 712 Total other intangible assets $ 2,817 $ (1,330) $ 1,487 Gross Carrying Accumulated Net Book Value At December 31, 2021: Other intangible assets with finite useful lives: Capitalized software costs $ 1,770 $ (1,165) $ 605 Contracts 295 (128) 167 Other 95 (81) 14 Total other intangible assets with finite lives 2,160 (1,374) 786 Other intangible assets with indefinite useful lives: Trade names 102 — 102 Contracts 602 — 602 Other 7 — 7 Total other intangible assets with indefinite lives 711 — 711 Total other intangible assets $ 2,871 $ (1,374) $ 1,497 |
Schedule of Estimated Future Amortization of Intangibles with Finite Useful Lives | Estimated future amortization of intangibles with finite useful lives at March 31, 2022 is as follows: Nine Months Ending Years Ending Later Years December 31, Total 2022 2023 2024 2025 2026 Amortization of intangible assets $ 775 $ 119 $ 119 $ 116 $ 96 $ 76 $ 249 |
Schedule of Equity Method Investments | Summarized financial information for these equity method investees is included in the following table. For investments acquired during the reported periods, amounts below include 100% of the investee’s results beginning on the date of our acquisition of the investment. Three Months Ended 2022 2021 Net operating revenues $ 769 $ 634 Net income $ 169 $ 165 Net income available to the investees $ 98 $ 102 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Schedule of Components of Accounts Receivable | The principal components of accounts receivable are presented in the table below: March 31, 2022 December 31, 2021 Patient accounts receivable $ 2,761 $ 2,600 Estimated future recoveries 139 137 Net cost reports and settlements receivable and valuation allowances 16 33 $ 2,916 $ 2,770 |
Schedule of Location of Assets and Liabilities | March 31, 2022 December 31, 2021 Assets: Other current assets $ 271 $ 370 Investments and other assets $ 278 $ 213 Liabilities: Other current liabilities $ 123 $ 123 Other long-term liabilities $ 52 $ 60 |
Schedule of Estimated Costs for Charity Care and Self-Pay Patients | The following table presents our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our uninsured and charity patients. Three Months Ended 2022 2021 Estimated costs for: Uninsured patients $ 122 $ 168 Charity care patients 21 20 Total $ 143 $ 188 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule Of Opening And Closing Balances Of Company's Contract Assets | The opening and closing balances of contract assets and contract liabilities for our Hospital Operations segment were as follows: Contract Assets Contract Liabilities – Current Advances from Medicare Contract Liabilities – Long-Term Advances from Medicare December 31, 2021 $ 181 $ 876 $ — March 31, 2022 169 682 — Decrease $ (12) $ (194) $ — December 31, 2020 $ 208 $ 510 $ 819 March 31, 2021 180 734 595 Increase (decrease) $ (28) $ 224 $ (224) The opening and closing balances of contract liabilities for our Ambulatory Care segment were as follows: Contract Liabilities – Current Advances from Medicare Contract Liabilities – Long-Term Advances from Medicare December 31, 2021 $ 4 $ — March 31, 2022 4 — Increase $ — $ — December 31, 2020 $ 93 $ 83 March 31, 2021 123 44 Increase (decrease) $ 30 $ (39) The opening and closing balances of Conifer’s receivables, contract assets and contract liabilities were as follows: Receivables Contract Assets – Unbilled Revenue Contract Liabilities – Current Contract Liabilities – Long-Term December 31, 2021 $ 28 $ 18 $ 79 $ 15 March 31, 2022 34 15 90 14 Increase (decrease) $ 6 $ (3) $ 11 $ (1) December 31, 2020 $ 56 $ 20 $ 56 $ 16 March 31, 2021 56 14 60 16 Increase (decrease) $ — $ (6) $ 4 $ — |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Schedule of Assets and Liabilities Classified As Held for Sale and Summary of Disposals of Significant Business Components | Assets classified as held for sale at March 31, 2022 were comprised of the following: Property and equipment $ 15 Other intangible assets 1 Goodwill 3 Net assets held for sale $ 19 The table below provides information on significant components of our business that have been recently disposed of: Three Months Ended 2022 2021 Significant disposals: Income from continuing operations, before income taxes Miami-area hospitals and certain related operations $ 4 $ 13 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Debt and Lease Obligation [Abstract] | |
Summary of Long-Term Debt | The table below presents our long‑term debt included in the accompanying Condensed Consolidated Balance Sheets: March 31, 2022 December 31, 2021 Senior unsecured notes: 6.750% due 2023 $ 1,769 $ 1,872 6.125% due 2028 2,500 2,500 6.875% due 2031 362 362 Senior secured first lien notes: 4.625% due 2024 770 770 4.625% due 2024 600 600 7.500% due 2025 — 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 1,400 4.375% due 2030 1,450 1,450 Senior secured second lien notes: 6.250% due 2027 1,500 1,500 Finance leases, mortgage and other notes 437 443 Unamortized issue costs and note discounts (137) (151) Total long-term debt 14,851 15,646 Less current portion 132 135 Long-term debt, net of current portion $ 14,719 $ 15,511 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2022: Number of Weighted Average Aggregate Weighted Average (In Millions) Outstanding at December 31, 2021 520,998 $ 23.90 Exercised (60,051) $ 28.26 Outstanding at March 31, 2022 460,947 $ 23.33 $ 29 5.9 years Vested and expected to vest at March 31, 2022 460,947 $ 23.33 $ 29 5.9 years Exercisable at March 31, 2022 460,947 $ 23.33 $ 29 5.9 years |
Summary of information About Stock Options by Range of Exercise Prices | The following table summarizes information about our outstanding stock options at March 31, 2022: Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted Average Weighted Average Number of Weighted Average $18.99 to $20.609 293,796 5.4 years $ 19.75 293,796 $ 19.75 $20.61 to $35.430 167,151 6.8 years $ 29.62 167,151 $ 29.62 460,947 5.9 years $ 23.33 460,947 $ 23.33 |
Summary of Restricted Stock Unit Activity | The following table summarizes activity with respect to restricted stock units (“RSUs”) during the three months ended March 31, 2022: Number of Weighted Average Grant Unvested at December 31, 2021 2,171,202 $ 40.51 Granted 570,080 $ 83.75 Vested (721,858) $ 29.16 Forfeited (16,083) $ 44.57 Unvested at March 31, 2022 2,003,341 $ 62.46 The following table summarizes RSU activity under USPI’s management equity plan during the three months ended March 31, 2022: Number of Weighted Average Grant Unvested at December 31, 2021 1,494,882 $ 34.13 Vested (367,928) $ 34.13 Forfeited (42,669) $ 34.13 Unvested at March 31, 2022 1,084,285 $ 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: Three Months Ended 2022 2021 Expected volatility 39.6% - 68.1% 71.8% - 79.3% Risk-free interest rate 1.0% - 1.7% 0.1% - 0.2% |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Changes In Consolidated Equity | The following tables present the changes in consolidated equity during the three months ended March 31, 2022 and 2021 (dollars in millions, share amounts in thousands): Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2021 107,189 $ 8 $ 4,877 $ (233) $ (1,214) $ (2,410) $ 1,026 $ 2,054 Net income — — — — 140 — 46 186 Distributions paid to noncontrolling interests — — — — — — (71) (71) Accretion of redeemable noncontrolling interests — — (95) — — — — (95) Sales of businesses and noncontrolling interests, net — — (7) — — — (1) (8) Stock-based compensation expense and issuance of common stock 499 — (10) — — — — (10) Balances at March 31, 2022 107,688 $ 8 $ 4,765 $ (233) $ (1,074) $ (2,410) $ 1,000 $ 2,056 Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2020 106,070 $ 7 $ 4,844 $ (281) $ (2,128) $ (2,414) $ 909 $ 937 Net income — — — — 97 — 44 141 Distributions paid to noncontrolling interests — — — — — — (61) (61) Other comprehensive loss — — — (1) — — — (1) Accretion of redeemable noncontrolling interests — — (3) — — — — (3) Purchases (sales) of businesses and noncontrolling interests, net — — (10) — — — 1 (9) Stock-based compensation expense and issuance of common stock 617 1 10 — — 1 — 12 Balances at March 31, 2021 106,687 $ 8 $ 4,841 $ (282) $ (2,031) $ (2,413) $ 893 $ 1,016 |
NET OPERATING REVENUES (Tables)
NET OPERATING REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Operating Revenues Less Provision for Doubtful Accounts and Implicit Price Concessions | The table below presents our sources of net operating revenues less implicit price concessions from continuing operations: Three Months Ended 2022 2021 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 619 $ 688 Medicaid 192 259 Managed care 2,495 2,480 Uninsured 38 47 Indemnity and other 164 176 Total 3,508 3,650 Other revenues (1) 290 297 Hospital Operations total prior to inter-segment eliminations 3,798 3,947 Ambulatory Care 738 646 Conifer 324 310 Inter-segment eliminations (115) (122) Net operating revenues $ 4,745 $ 4,781 (1) Primarily physician practices revenues. The table below presents the composition of net operating revenues for our Ambulatory Care segment: Three Months Ended 2022 2021 Net patient service revenues $ 704 $ 619 Management fees 29 22 Revenue from other sources 5 5 Net operating revenues $ 738 $ 646 The table below presents the composition of net operating revenues for our Conifer segment: Three Months Ended 2022 2021 Revenue cycle services – Tenet $ 112 $ 118 Revenue cycle services – other clients 189 169 Other services – Tenet 3 4 Other services – other clients 20 19 Net operating revenues $ 324 $ 310 |
Schedule of Performance Obligation, Expected Timing of Satisfaction | The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume‑ or contingency‑based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Nine Months Ending Years Ending Later Years December 31, Total 2022 2023 2024 2025 2026 Performance obligations $ 6,450 $ 485 $ 646 $ 591 $ 591 $ 591 $ 3,546 |
CLAIMS AND LAWSUITS (Tables)
CLAIMS AND LAWSUITS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of 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 three months ended March 31, 2022 and 2021. Balances at Litigation and Cash Other Balances at Three Months Ended March 31, 2022 $ 78 $ 20 $ (36) $ 2 $ 64 Three Months Ended March 31, 2021 $ 26 $ 13 $ (15) $ — $ 24 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Changes in Redeemable Noncontrolling Interests in Equity of Consolidated Subsidiaries | The following table presents the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries during the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Balances at beginning of period $ 2,203 $ 1,952 Net income 94 81 Distributions paid to noncontrolling interests (64) (58) Accretion of redeemable noncontrolling interests 95 3 Purchases of businesses and noncontrolling interests, net 30 14 Balances at end of period $ 2,358 $ 1,992 The following tables present the composition by segment of our redeemable noncontrolling interests balances at March 31, 2022 and December 31, 2021, as well as our net income available to redeemable noncontrolling interests for the three months ended March 31, 2022 and 2021: March 31, 2022 December 31, 2021 Hospital Operations $ 316 $ 297 Ambulatory Care 1,545 1,425 Conifer 497 481 Redeemable noncontrolling interests $ 2,358 $ 2,203 Three Months Ended 2022 2021 Hospital Operations $ 22 $ 13 Ambulatory Care 56 52 Conifer 16 16 Net income available to redeemable noncontrolling interests $ 94 $ 81 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
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 and the amount computed by multiplying income from continuing operations before income taxes by the statutory federal tax rate is presented below: Three Months Ended 2022 2021 Tax expense at statutory federal rate of 21% $ 79 $ 56 State income taxes, net of federal income tax benefit 14 13 Tax benefit attributable to noncontrolling interests (29) (25) Stock-based compensation tax benefit (2) (1) Changes in valuation allowance 32 — Other items 5 2 Income tax expense $ 99 $ 45 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators of Our Basic and Diluted Loss Per Common Share | The following table is a reconciliation of the numerators and denominators of our basic and diluted earnings per common share calculations for our continuing operations for three months ended March 31, 2022 and 2021. Net income available to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Net Income Available to Common Shareholders (Numerator) Weighted Per-Share Amount Three Months Ended March 31, 2022 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 139 107,483 $ 1.29 Effect of dilutive stock options, restricted stock units, deferred compensation units and convertible instruments 3 4,537 (0.02) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 142 112,020 $ 1.27 Three Months Ended March 31, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 97 106,309 $ 0.91 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,756 (0.01) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 97 108,065 $ 0.90 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the three months ended March 31, 2022 and 2021 are as follows: Three Months Ended 2022 2021 Current assets $ 3 $ — Property and equipment 10 18 Other intangible assets 2 — Goodwill 84 25 Other long-term assets 11 4 Previously held investments in unconsolidated affiliates (18) — Current liabilities (5) (7) Long-term liabilities (19) (2) Redeemable noncontrolling interests in equity of consolidated subsidiaries (28) (11) Noncontrolling interests — (2) Cash paid, net of cash acquired (40) (25) Gains on consolidations $ — $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Assets by Reportable Segment to Consolidated Assets | The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations, as applicable: March 31, 2022 December 31, 2021 Assets: Hospital Operations $ 16,236 $ 17,173 Ambulatory Care 9,486 9,473 Conifer 928 933 Total $ 26,650 $ 27,579 |
Schedule of Reconciliation of Other Significant Reconciling Items From Segments to Consolidated | Three Months Ended 2022 2021 Capital expenditures: Hospital Operations $ 132 $ 110 Ambulatory Care 21 8 Conifer 2 3 Total $ 155 $ 121 Three Months Ended 2022 2021 Net operating revenues: Hospital Operations total prior to inter-segment eliminations $ 3,798 $ 3,947 Ambulatory Care 738 646 Conifer Tenet 115 122 Other clients 209 188 Total Conifer revenues 324 310 Inter-segment eliminations (115) (122) Total $ 4,745 $ 4,781 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 4 $ 4 Ambulatory Care 42 38 Total $ 46 $ 42 Adjusted EBITDA: Hospital Operations $ 514 $ 434 Ambulatory Care 282 257 Conifer 92 86 Total $ 888 $ 777 Depreciation and amortization: Hospital Operations $ 167 $ 190 Ambulatory Care 27 25 Conifer 9 9 Total $ 203 $ 224 Adjusted EBITDA $ 888 $ 777 Depreciation and amortization (203) (224) Impairment and restructuring charges, and acquisition-related costs (16) (20) Litigation and investigation costs (20) (13) Interest expense (227) (240) Loss from early extinguishment of debt (43) (23) Other non-operating income, net — 10 Net losses on sales, consolidation and deconsolidation of facilities (1) — Income from continuing operations, before income taxes $ 378 $ 267 |
BASIS OF PRESENTATION - Descrip
BASIS OF PRESENTATION - Description of Business and Basis of Presentation (Details) shares in Thousands | 3 Months Ended | |
Mar. 31, 2022healthcare_facilityhospitalsurgery_center$ / sharesshares | Mar. 31, 2021$ / sharesshares | |
Business Acquisition [Line Items] | ||
Number of acute care and specialty hospitals operated | 60 | |
Diluted (in shares) | shares | 112,020 | 108,065 |
Earnings per share, diluted (in dollars per share) | $ / shares | $ 1.28 | $ 0.90 |
Ambulatory Care | ||
Business Acquisition [Line Items] | ||
Number of outpatient centers recorded using equity method | 167 | |
Hospital Operations | ||
Business Acquisition [Line Items] | ||
Number of outpatient facilities operated | healthcare_facility | 110 | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | ||
Business Acquisition [Line Items] | ||
Diluted (in shares) | shares | 3,000,000,000 | |
Earnings per share, diluted (in dollars per share) | $ / shares | $ (0.01) | |
United Surgical Partners International | Ambulatory Care | ||
Business Acquisition [Line Items] | ||
Number of ambulatory surgery centers operated by subsidiaries | surgery_center | 404 | |
Number of surgical hospitals operated by subsidiaries | 24 | |
Number of outpatient centers recorded using equity method | healthcare_facility | 167 | |
Conifer Health Solutions, LLC | ||
Business Acquisition [Line Items] | ||
Ownership percentage by parent (percent) | 76.00% | |
United Surgical Partners International | Ambulatory Care | ||
Business Acquisition [Line Items] | ||
Ownership percentage by parent (percent) | 95.00% |
BASIS OF PRESENTATION - COVID-1
BASIS OF PRESENTATION - COVID-19 Pandemic (Details) | 3 Months Ended | |||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Received cash payments | $ 5,000,000 | $ 31,000,000 | ||
Grant income | 6,000,000 | 31,000,000 | ||
Deferred revenue | 3,000,000 | $ 5,000,000 | ||
Contract liabilities | 776,000,000 | 959,000,000 | ||
Accrued Compensation and Benefits | ||||
Business Acquisition [Line Items] | ||||
Deferred social security tax payments | 128,000,000 | 128,000,000 | ||
Hospital Operations | ||||
Business Acquisition [Line Items] | ||||
Received cash payments | 4,000,000 | 22,000,000 | ||
Grant income | 4,000,000 | 24,000,000 | ||
Contract liabilities advance payments | 194,000,000 | 0 | ||
Ambulatory Care | ||||
Business Acquisition [Line Items] | ||||
Received cash payments | 1,000,000 | 9,000,000 | ||
Grant income | 2,000,000 | 7,000,000 | ||
Contract liabilities advance payments | 1,000,000 | 0 | ||
Contract liabilities | 4,000,000 | 123,000,000 | 4,000,000 | $ 93,000,000 |
Hospital Operations and Ambulatory Care | ||||
Business Acquisition [Line Items] | ||||
Contract liabilities | 686,000,000 | $ 880,000,000 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Business Acquisition [Line Items] | ||||
Received cash payments | 0 | 28,000,000 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Ambulatory Care | ||||
Business Acquisition [Line Items] | ||||
Grant income | $ 0 | $ 6,000,000 |
BASIS OF PRESENTATION - Leases
BASIS OF PRESENTATION - Leases (Details) - Hospital Operations $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Acquisition [Line Items] | |
Net proceeds from sale of buildings | $ 147 |
Gain on sale of properties | 69 |
Operating lease assets | 109 |
Operating lease, liability | $ 109 |
BASIS OF PRESENTATION - Cash an
BASIS OF PRESENTATION - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash and Cash Equivalents | |||
Cash and cash equivalents | $ 1,405 | $ 2,364 | |
Accrued property and equipment purchases for items received but not yet paid | 66 | 95 | |
Non-cancellable finance leases entered into | 18 | $ 11 | |
Non-cancellable operating leases liability entered into | 187 | $ 46 | |
Captive Insurance Subsidiaries | |||
Cash and Cash Equivalents | |||
Cash and cash equivalents | 176 | 188 | |
Accounts Payable | |||
Cash and Cash Equivalents | |||
Book overdrafts classified as accounts payable | 175 | 226 | |
Accrued property and equipment purchases for items received but not yet paid | $ 53 | $ 88 |
BASIS OF PRESENTATION - Other I
BASIS OF PRESENTATION - Other Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,105 | $ 2,160 |
Accumulated Amortization | (1,330) | (1,374) |
Net Book Value | 775 | 786 |
Gross Carrying Amount | 712 | 711 |
Net Book Value | 1,487 | 1,497 |
Gross Carrying Amount | 2,817 | 2,871 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 102 | 102 |
Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 604 | 602 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6 | 7 |
Capitalized software costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,714 | 1,770 |
Accumulated Amortization | (1,119) | (1,165) |
Net Book Value | 595 | 605 |
Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 295 | 295 |
Accumulated Amortization | (133) | (128) |
Net Book Value | 162 | 167 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 96 | 95 |
Accumulated Amortization | (78) | (81) |
Net Book Value | $ 18 | $ 14 |
BASIS OF PRESENTATION - Amortiz
BASIS OF PRESENTATION - Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Net Book Value | $ 775 | $ 786 | |
2022 | 119 | ||
2023 | 119 | ||
2024 | 116 | ||
2025 | 96 | ||
2026 | 76 | ||
Later Years | 249 | ||
Amortization expense | $ 29 | $ 47 |
BASIS OF PRESENTATION - Investm
BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($)hospital | Mar. 31, 2021USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Grant income | $ 6,000,000 | $ 31,000,000 |
Investee results reflected (percent) | 1 | |
Net operating revenues | $ 4,745,000,000 | 4,781,000,000 |
Net income | 280,000,000 | 222,000,000 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Schedule of Equity Method Investments [Line Items] | ||
Net operating revenues | 769,000,000 | 634,000,000 |
Net income | 169,000,000 | 165,000,000 |
Net income available to the investees | $ 98,000,000 | 102,000,000 |
Ambulatory Care | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of outpatient centers operated | hospital | 261 | |
Number of outpatient centers recorded using equity method | hospital | 167 | |
Number of outpatient centers | hospital | 428 | |
Grant income | $ 2,000,000 | 7,000,000 |
Net operating revenues | 738,000,000 | 646,000,000 |
Ambulatory Care | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Schedule of Equity Method Investments [Line Items] | ||
Grant income | $ 0 | $ 6,000,000 |
ACCOUNTS RECEIVABLE - Component
ACCOUNTS RECEIVABLE - Components (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable and allowance for doubtful accounts | ||
Accounts Receivable, after Allowance for Credit Loss, Current, Total | $ 2,916 | $ 2,770 |
Continuing operations: | ||
Accounts receivable and allowance for doubtful accounts | ||
Patient accounts receivable | 2,761 | 2,600 |
Estimated future recoveries | 139 | 137 |
Net cost reports and settlements receivable and valuation allowances | 16 | 33 |
Accounts Receivable, after Allowance for Credit Loss, Current, Total | $ 2,916 | $ 2,770 |
ACCOUNTS RECEIVABLE - Location
ACCOUNTS RECEIVABLE - Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Other current assets | $ 2,916 | $ 2,770 |
Liabilities: | ||
Other current liabilities | 1,114 | 1,300 |
California's Provider Fee Program | Other current assets | ||
Assets: | ||
Other current assets | 271 | 370 |
California's Provider Fee Program | Investments and other assets | ||
Assets: | ||
Investments and other assets | 278 | 213 |
California's Provider Fee Program | Other current liabilities | ||
Liabilities: | ||
Other current liabilities | 123 | 123 |
California's Provider Fee Program | Other long-term liabilities | ||
Liabilities: | ||
Other long-term liabilities | $ 52 | $ 60 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounts receivable and allowance for doubtful accounts | ||
Estimated costs of caring | $ 143 | $ 188 |
Uninsured patients | ||
Accounts receivable and allowance for doubtful accounts | ||
Estimated costs of caring | 122 | 168 |
Charity care patients | ||
Accounts receivable and allowance for doubtful accounts | ||
Estimated costs of caring | $ 21 | $ 20 |
CONTRACT BALANCES - Hospital Op
CONTRACT BALANCES - Hospital Operations and Ambulatory Care Segments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Percentage of contract assets that meet the conditions for unconditional right to payment (percentage) | 91.00% | |
Contract Liabilities – Current Advances from Medicare | ||
Balance at beginning of period | $ 959,000,000 | |
Balance at end of period | 776,000,000 | |
Contract Liabilities – Long-Term Advances from Medicare | ||
Balance at beginning of period | 15,000,000 | |
Balance at end of period | 14,000,000 | |
Hospital Operations and Other | ||
Contract Assets | ||
Balance at beginning of period | 181,000,000 | $ 208,000,000 |
Balance at end of period | 169,000,000 | 180,000,000 |
Increase/(decrease) | (12,000,000) | (28,000,000) |
Contract Liabilities – Current Advances from Medicare | ||
Balance at beginning of period | 876,000,000 | 510,000,000 |
Balance at end of period | 682,000,000 | 734,000,000 |
Contract Liabilities – Long-Term Advances from Medicare | ||
Balance at beginning of period | 0 | 819,000,000 |
Balance at end of period | 0 | 595,000,000 |
Hospital Operations and Other | Short-term Contract with Customer | ||
Contract Liabilities – Current Advances from Medicare | ||
Increase/(decrease) | (194,000,000) | 224,000,000 |
Contract Liabilities – Long-Term Advances from Medicare | ||
Increase/(decrease) | (194,000,000) | 224,000,000 |
Hospital Operations and Other | Long-term Contract with Customer | ||
Contract Liabilities – Current Advances from Medicare | ||
Increase/(decrease) | 0 | (224,000,000) |
Contract Liabilities – Long-Term Advances from Medicare | ||
Increase/(decrease) | 0 | (224,000,000) |
Hospital Operations | ||
Contract Liabilities – Long-Term Advances from Medicare | ||
Contract liabilities advance payments | 194,000,000 | 0 |
Ambulatory Care | ||
Contract Liabilities – Current Advances from Medicare | ||
Balance at beginning of period | 4,000,000 | 93,000,000 |
Balance at end of period | 4,000,000 | 123,000,000 |
Contract Liabilities – Long-Term Advances from Medicare | ||
Balance at beginning of period | 0 | 83,000,000 |
Balance at end of period | 0 | 44,000,000 |
Contract liabilities advance payments | 1,000,000 | 0 |
Ambulatory Care | Short-term Contract with Customer | ||
Contract Liabilities – Current Advances from Medicare | ||
Increase/(decrease) | 0 | 30,000,000 |
Contract Liabilities – Long-Term Advances from Medicare | ||
Increase/(decrease) | 0 | 30,000,000 |
Ambulatory Care | Long-term Contract with Customer | ||
Contract Liabilities – Current Advances from Medicare | ||
Increase/(decrease) | 0 | (39,000,000) |
Contract Liabilities – Long-Term Advances from Medicare | ||
Increase/(decrease) | $ 0 | $ (39,000,000) |
CONTRACT BALANCES - Conifer Seg
CONTRACT BALANCES - Conifer Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contract Liabilities – Current Advances from Medicare | ||
Balance at beginning of period | $ 959 | |
Balance at end of period | 776 | |
Contract Liabilities – Long-Term Advances from Medicare | ||
Balance at beginning of period | 15 | |
Balance at end of period | 14 | |
Conifer | ||
Receivables | ||
Balance at beginning of period | 28 | $ 56 |
Balance at end of period | 34 | 56 |
Increase/(decrease) | 6 | 0 |
Contract Assets – Unbilled Revenue | ||
Balance at beginning of period | 18 | 20 |
Balance at end of period | 15 | 14 |
Increase/(decrease) | (3) | (6) |
Contract Liabilities – Current Advances from Medicare | ||
Balance at beginning of period | 79 | 56 |
Balance at end of period | 90 | 60 |
Contract Liabilities – Long-Term Advances from Medicare | ||
Balance at beginning of period | 15 | 16 |
Balance at end of period | 14 | 16 |
Amount of revenue recognized included in current deferred revenue liability | 49 | 49 |
Conifer | Short-term Contract with Customer | ||
Contract Liabilities – Current Advances from Medicare | ||
Increase/(decrease) | 11 | 4 |
Contract Liabilities – Long-Term Advances from Medicare | ||
Increase/(decrease) | 11 | 4 |
Conifer | Long-term Contract with Customer | ||
Contract Liabilities – Current Advances from Medicare | ||
Increase/(decrease) | (1) | 0 |
Contract Liabilities – Long-Term Advances from Medicare | ||
Increase/(decrease) | $ (1) | $ 0 |
CONTRACT BALANCES - Contract Co
CONTRACT BALANCES - Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Amortization expense | $ 1 | $ 1 | |
Unamortized contract cost | $ 23 | $ 23 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE - Narrative (Details) | 1 Months Ended |
Feb. 28, 2022hospital | |
Arizona Micro Hospital | Discontinued Operations, Held-for-sale | |
Current Assets and Liabilities Held for Sale | |
Number of hospitals for sale | 1 |
ASSETS AND LIABILITIES HELD F_4
ASSETS AND LIABILITIES HELD FOR SALE - Schedule of Assets and Liabilities Held for Sale (Details) - Discontinued Operations, Held-for-sale - Arizona Micro Hospital $ in Millions | Mar. 31, 2022USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Property and equipment | $ 15 |
Other intangible assets | 1 |
Goodwill | 3 |
Net assets held for sale | $ 19 |
ASSETS AND LIABILITIES HELD F_5
ASSETS AND LIABILITIES HELD FOR SALE - Significant Disposals (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Miami-area hospitals and certain related operations | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from continuing operations, before income taxes | $ 4 | $ 13 |
IMPAIRMENT AND RESTRUCTURING _2
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of reportable segments | segment | 3 | |
Impairment and restructuring charges, and acquisition-related costs | $ 16 | $ 20 |
Restructuring charges | 12 | 16 |
Impairment charges | 1 | |
Acquisition costs | 3 | 4 |
Series of Individual Business Acquisitions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Acquisition-related transaction costs | 3 | 4 |
Employee Severance | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 5 | 4 |
Global Business Center In The Republic Of Philippines | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 2 | 6 |
Other Restructuring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | $ 5 | $ 6 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Feb. 23, 2022 | Dec. 31, 2021 |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Finance leases, mortgage and other notes | $ 437 | $ 443 | |
Unamortized issue costs and note discounts | (137) | (151) | |
Total long-term debt | 14,851 | 15,646 | |
Less current portion | 132 | 135 | |
Long-term debt, net of current portion | 14,719 | 15,511 | |
Senior Notes | 6.750% due 2023 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,769 | 1,872 | |
Stated interest rate, percentage | 6.75% | ||
Senior Notes | 6.125% due 2028 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 2,500 | 2,500 | |
Stated interest rate, percentage | 6.125% | ||
Senior Notes | 6.875% due 2031 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 362 | 362 | |
Stated interest rate, percentage | 6.875% | ||
Senior Notes | 4.625% due 2024 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 770 | 770 | |
Stated interest rate, percentage | 4.625% | ||
Senior Notes | 4.625% due 2024 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 600 | 600 | |
Stated interest rate, percentage | 4.625% | ||
Senior Notes | 7.500% due 2025 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 0 | 700 | |
Stated interest rate, percentage | 7.50% | 7.50% | |
Senior Notes | 4.875% due 2026 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 2,100 | 2,100 | |
Stated interest rate, percentage | 4.875% | ||
Senior Notes | 5.125% due 2027 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,500 | 1,500 | |
Stated interest rate, percentage | 5.125% | ||
Senior Notes | 4.625% due 2028 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 600 | 600 | |
Stated interest rate, percentage | 4.625% | ||
Senior Notes | 4.250% due 2029 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,400 | 1,400 | |
Stated interest rate, percentage | 4.25% | ||
Senior Notes | 4.375% due 2030 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,450 | 1,450 | |
Stated interest rate, percentage | 4.375% | ||
Senior Notes | 6.250% due 2027 | |||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||
Carrying amount | $ 1,500 | $ 1,500 | |
Stated interest rate, percentage | 6.25% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | Feb. 23, 2022USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2022USD ($)day | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jul. 29, 2020 | Mar. 31, 2020USD ($) |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Loss from early extinguishment of debt | $ 43,000,000 | $ 23,000,000 | |||||
Senior Notes | 7.500% due 2025 | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Long term debt, face amount | $ 700,000,000 | ||||||
Stated interest rate, percentage | 7.50% | 7.50% | |||||
Debt instrument payment | $ 730,000,000 | ||||||
Loss from early extinguishment of debt | $ 38,000,000 | ||||||
Carrying amount | 0 | $ 700,000,000 | |||||
Senior Notes | 6.750% due 2023 | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Long term debt, face amount | $ 103,000,000 | ||||||
Stated interest rate, percentage | 6.75% | ||||||
Debt instrument payment | $ 107,000,000 | ||||||
Loss from early extinguishment of debt | 5,000,000 | ||||||
Carrying amount | 1,769,000,000 | $ 1,872,000,000 | |||||
Credit Agreement | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Revolving credit facility, maximum borrowing capacity (up to) | $ 1,900,000,000 | 1,500,000,000 | $ 1,500,000,000 | ||||
Line of credit facility, sub facility maximum available capacity | 200,000,000 | ||||||
Incremental period | 364 days | ||||||
Carrying amount | 0 | ||||||
Standby letters of credit outstanding | 1,000,000 | ||||||
Amount available for borrowing under revolving credit facility | $ 1,500,000,000 | ||||||
Credit Agreement | Minimum | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Unused commitment fee (percentage) | 0.25% | ||||||
Credit Agreement | Maximum | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Unused commitment fee (percentage) | 0.375% | ||||||
Credit Agreement | Base rate | Minimum | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Margin on variable rate (percentage) | 0.25% | ||||||
Credit Agreement | Base rate | Maximum | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Margin on variable rate (percentage) | 0.75% | ||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Basis spread on credit spread | 0.10% | ||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Margin on variable rate (percentage) | 1.25% | ||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Margin on variable rate (percentage) | 1.75% | ||||||
Senior Secured Credit Facility Due 2024 | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Revolving credit facility, maximum borrowing capacity (up to) | $ 200,000,000 | ||||||
Standby letters of credit outstanding | $ 138,000,000 | ||||||
Secured debt to EBITDA ratio | 3 | ||||||
Interest rate on issued but undrawn letters of credit | 1.50% | ||||||
Issuance fee, based on face amount (percentage) | 0.125% | ||||||
Maximum secured debt covenant ratio | 4.25 | ||||||
Senior Secured Credit Facility Due 2024 | Minimum | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Unused commitment fee (percentage) | 0.25% | ||||||
Senior Secured Credit Facility Due 2024 | Maximum | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Unused commitment fee (percentage) | 0.375% | ||||||
Number of business days after notice, for reimbursement of amount drawn | day | 3 | ||||||
Senior Secured Credit Facility Due 2024 | Base rate | |||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||
Margin on variable rate (percentage) | 0.50% |
GUARANTEES (Details)
GUARANTEES (Details) $ in Millions | Mar. 31, 2022USD ($) |
Income and Revenue Collection Guarantee | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | $ 118 |
Income and Revenue Collection Guarantee | Other current liabilities | |
GUARANTEES | |
Liability for the fair value of guarantees | 102 |
Guaranteed Investees of Third Parties | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | 109 |
Guaranteed Investees of Third Parties | Other current liabilities | |
GUARANTEES | |
Guarantee obligations for consolidated subsidiaries | $ 16 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based compensation costs, pretax | $ 16 | $ 14 |
EMPLOYEE BENEFIT PLANS - Stock
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of Options | ||
Outstanding at the beginning of the period (in shares) | 520,998 | |
Exercised (in shares) | (60,051) | (293,581) |
Outstanding at the end of the period (in shares) | 460,947 | |
Vested and expected to vest at the end of the period (in shares) | 460,947 | |
Exercisable at the end of the period (in shares) | 460,947 | |
Weighted Average Exercise Price Per Share | ||
Outstanding at the beginning of the period (in dollars per share) | $ 23.90 | |
Exercised (in dollars per share) | 28.26 | |
Outstanding at the end of the period (in dollars per share) | 23.33 | |
Vested and expected to vest at the end of the period (in dollars per share) | 23.33 | |
Exercisable at the end of the period (in dollars per share) | $ 23.33 | |
Aggregate Intrinsic Value | ||
Outstanding at the end of the period | $ 29 | |
Vested and expected to vest at the end of the period | 29 | |
Exercisable at the end of the period | $ 29 | |
Weighted Average Remaining Life | ||
Outstanding at the end of the period | 5 years 10 months 24 days | |
Vested and expected to vest at the end of the period | 5 years 10 months 24 days | |
Exercisable at the end of the period | 5 years 10 months 24 days | |
Exercised (in shares) | 60,051 | 293,581 |
Aggregate Intrinsic value of awards exercised | $ 4 | $ 10 |
EMPLOYEE BENEFIT PLANS - Range
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 460,947 |
Weighted Average Remaining Contractual Life | 5 years 10 months 24 days |
Weighted Average Exercise Price (in dollars per share) | $ 23.33 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 460,947 |
Weighted Average Exercise Price (in dollars per share) | $ 23.33 |
$18.99 to $20.609 | |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 293,796 |
Weighted Average Remaining Contractual Life | 5 years 4 months 24 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 |
$20.61 to $35.430 | |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 167,151 |
Weighted Average Remaining Contractual Life | 6 years 9 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 29.62 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 167,151 |
Weighted Average Exercise Price (in dollars per share) | $ 29.62 |
Minimum | $18.99 to $20.609 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, low end of the range (in dollars per share) | 18.99 |
Minimum | $20.61 to $35.430 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, low end of the range (in dollars per share) | 20.61 |
Maximum | $18.99 to $20.609 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, high end of the range (in dollars per share) | 20.609 |
Maximum | $20.61 to $35.430 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, high end of the range (in dollars per share) | $ 35.430 |
EMPLOYEE BENEFIT PLANS - Restri
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021quartershares | |
USPI Management Equity Plan | ||
Number of Restricted Stock Units | ||
Unvested at the beginning of the period (in shares) | 1,494,882 | |
Granted (in shares) | 0 | 0 |
Vested (in shares) | (367,928) | |
Forfeited (in shares) | (42,669) | |
Unvested at the end of the period (in shares) | 1,084,285 | |
Weighted Average Grant Date Fair Value Per Unit | ||
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 34.13 | |
Vested (in dollars per share) | $ / shares | 34.13 | |
Forfeited (in dollars per share) | $ / shares | 34.13 | |
Unvested at the end of the period (in dollars per share) | $ / shares | $ 34.13 | |
Restricted Stock Units | ||
Number of Restricted Stock Units | ||
Unvested at the beginning of the period (in shares) | 2,171,202 | |
Granted (in shares) | 570,080 | 708,577 |
Vested (in shares) | (721,858) | |
Forfeited (in shares) | (16,083) | |
Unvested at the end of the period (in shares) | 2,003,341 | |
Weighted Average Grant Date Fair Value Per Unit | ||
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 40.51 | |
Granted (in dollars per share) | $ / shares | 83.75 | |
Vested (in dollars per share) | $ / shares | 29.16 | |
Forfeited (in dollars per share) | $ / shares | 44.57 | |
Unvested at the end of the period (in dollars per share) | $ / shares | $ 62.46 | |
Unrecognized compensation costs | $ | $ 84 | |
Period for recognition of unrecognized compensation costs | 2 years | |
Restricted Stock Units | Minimum | ||
Weighted Average Grant Date Fair Value Per Unit | ||
Award vesting percentage | 0.00% | |
Restricted Stock Units | Maximum | ||
Weighted Average Grant Date Fair Value Per Unit | ||
Award vesting percentage | 200.00% | |
Restricted Stock Units | Time Based Vesting | ||
Number of Restricted Stock Units | ||
Granted (in shares) | 288,125 | |
Restricted Stock Units | Time Based Vesting, Three Year Period from Grant Date | ||
Number of Restricted Stock Units | ||
Granted (in shares) | 281,955 | 260,071 |
Weighted Average Grant Date Fair Value Per Unit | ||
Vesting period | 3 years | 3 years |
Restricted Stock Units | Time Based Vesting, Evenly On The Third And Fourth Anniversary | ||
Number of Restricted Stock Units | ||
Granted (in shares) | 6,170 | |
Restricted Stock Units | Performance based vesting on the third anniversary | ||
Number of Restricted Stock Units | ||
Granted (in shares) | 281,955 | 241,150 |
Restricted Stock Units | Performance Based Vesting | ||
Number of Restricted Stock Units | ||
Granted (in shares) | 892 | |
Restricted Stock Units | Performance Based Vesting | Minimum | ||
Weighted Average Grant Date Fair Value Per Unit | ||
Award vesting percentage | 0.00% | |
Restricted Stock Units | Performance Based Vesting | Maximum | ||
Weighted Average Grant Date Fair Value Per Unit | ||
Award vesting percentage | 200.00% | |
Restricted Stock Units | Eight Quarter Vesting Period | ||
Number of Restricted Stock Units | ||
Granted (in shares) | 189,215 | |
Weighted Average Grant Date Fair Value Per Unit | ||
Vesting period, quarterly periods | quarter | 8 | |
Restricted Stock Units | Time Based Vesting, One Year From Grant Date | ||
Number of Restricted Stock Units | ||
Vested (in shares) | (14,192) | |
Restricted Stock Units | Vested Immediately | Director | ||
Number of Restricted Stock Units | ||
Granted (in shares) | 1,372 | |
Additional Prorated Restricted Stock Units | Vested Immediately | Director | ||
Number of Restricted Stock Units | ||
Granted (in shares) | 1,685 |
EMPLOYEE BENEFIT PLANS - Valuat
EMPLOYEE BENEFIT PLANS - Valuation of Restricted Stock Units (Details) - Restricted Stock Units | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 39.60% | 71.80% |
Risk-free interest rate | 1.00% | 0.10% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 68.10% | 79.30% |
Risk-free interest rate | 1.70% | 0.20% |
EMPLOYEE BENEFIT PLANS - USPI M
EMPLOYEE BENEFIT PLANS - USPI Management Equity Plan (Details) - USPI Management Equity Plan - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted in the period (in shares) | 0 | 0 |
United Surgical Partners International | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Noncontrolling interest purchased during period through issuance of equity (in shares) | 0 | 0 |
Restricted Non-Voting Common Stock | ||
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 |
EQUITY - Changes in Shareholder
EQUITY - Changes in Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Changes in Shareholders' Equity | ||
Balances, beginning of period | $ 2,054 | $ 937 |
Net income | 186 | 141 |
Distributions paid to noncontrolling interests | (71) | (61) |
Other comprehensive income (loss) | 0 | (1) |
Accretion of redeemable noncontrolling interests | (95) | (3) |
Purchases (sales) of businesses and noncontrolling interests, net | (8) | (9) |
Stock-based compensation expense and issuance of common stock | (10) | 12 |
Balances, end of period | $ 2,056 | $ 1,016 |
Common Stock | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period (in shares) | 107,189 | 106,070 |
Balances, beginning of period | $ 8 | $ 7 |
Stock-based compensation expense and issuance of common stock (in shares) | 499 | 617 |
Stock-based compensation expense and issuance of common stock | $ 1 | |
Balances, end of period (in shares) | 107,688 | 106,687 |
Balances, end of period | $ 8 | $ 8 |
Additional Paid-In Capital | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | 4,877 | 4,844 |
Accretion of redeemable noncontrolling interests | (95) | (3) |
Purchases (sales) of businesses and noncontrolling interests, net | (7) | (10) |
Stock-based compensation expense and issuance of common stock | (10) | 10 |
Balances, end of period | 4,765 | 4,841 |
Accumulated Other Comprehensive Loss | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | (233) | (281) |
Other comprehensive income (loss) | (1) | |
Balances, end of period | (233) | (282) |
Accumulated Deficit | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | (1,214) | (2,128) |
Net income | 140 | 97 |
Balances, end of period | (1,074) | (2,031) |
Treasury Stock | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | (2,410) | (2,414) |
Stock-based compensation expense and issuance of common stock | 1 | |
Balances, end of period | (2,410) | (2,413) |
Noncontrolling Interests | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | 1,026 | 909 |
Net income | 46 | 44 |
Distributions paid to noncontrolling interests | (71) | (61) |
Purchases (sales) of businesses and noncontrolling interests, net | (1) | 1 |
Balances, end of period | $ 1,000 | $ 893 |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders equity balance | $ 2,056 | $ 1,016 | $ 2,054 | $ 937 |
Net income | 186 | 141 | ||
Noncontrolling Interests | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders equity balance | 1,000 | 893 | 1,026 | $ 909 |
Net income | 46 | 44 | ||
Noncontrolling Interests | Hospital Operations | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders equity balance | 126 | 128 | ||
Net income | 3 | 4 | ||
Noncontrolling Interests | Ambulatory Care | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders equity balance | 874 | $ 898 | ||
Net income | $ 43 | $ 40 |
NET OPERATING REVENUES - Net Op
NET OPERATING REVENUES - Net Operating Revenue By Source (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 4,745 | $ 4,781 |
Restatement Adjustment | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 4 | 5 |
Ambulatory Care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 738 | 646 |
Conifer | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 324 | 310 |
Operating Segments | Ambulatory Care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 738 | 646 |
Operating Segments | Conifer | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 324 | 310 |
Inter-segment eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | (115) | (122) |
Continuing operations: | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 4,745 | 4,781 |
Continuing operations: | Operating Segments | Hospital Operations | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 3,798 | 3,947 |
Continuing operations: | Operating Segments | Hospital Operations | Other Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 290 | 297 |
Continuing operations: | Operating Segments | Ambulatory Care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 738 | 646 |
Continuing operations: | Operating Segments | Conifer | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 324 | 310 |
Continuing operations: | Inter-segment eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | (115) | (122) |
Continuing operations: | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Medicare | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 619 | 688 |
Continuing operations: | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 192 | 259 |
Continuing operations: | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Managed care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 2,495 | 2,480 |
Continuing operations: | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Uninsured | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 38 | 47 |
Continuing operations: | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Indemnity and other | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 164 | 176 |
Continuing operations: | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Total | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 3,508 | $ 3,650 |
NET OPERATING REVENUES - Net _2
NET OPERATING REVENUES - Net Operating Revenue Composition, Ambulatory Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 4,745 | $ 4,781 |
Ambulatory Care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 738 | 646 |
Ambulatory Care | Net patient service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 704 | 619 |
Ambulatory Care | Management fees | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 29 | 22 |
Ambulatory Care | Revenue from other sources | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 5 | $ 5 |
NET OPERATING REVENUES - Net _3
NET OPERATING REVENUES - Net Operating Revenue Composition, Conifer Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 4,745 | $ 4,781 |
Conifer | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 324 | 310 |
Conifer | Revenue Cycle Services | Tenet | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 112 | 118 |
Conifer | Revenue Cycle Services | Non-Tenet | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 189 | 169 |
Conifer | Other Services | Tenet | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 3 | 4 |
Conifer | Other Services | Non-Tenet | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 20 | $ 19 |
Conifer | Revenue from other sources | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues, percentage of total | 7.00% | 7.00% |
NET OPERATING REVENUES - Perfor
NET OPERATING REVENUES - Performance Obligations (Details) - Conifer $ in Millions | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 6,450 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 485 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 646 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 591 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 591 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 591 |
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] | |
Performance obligations | $ 3,546 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
PROPERTY AND PROFESSIONAL AND_2
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Property Insurance (Details) - USD ($) $ in Millions | 12 Months Ended | 24 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2021 | Mar. 31, 2023 | |
Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, annual coverage limit | $ 850 | ||
Floods | Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, maximum coverage per incident | 100 | ||
Earthquake | Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, maximum coverage per incident | 200 | ||
Windstorms | Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, maximum coverage per incident | 200 | ||
Fire and other perils | Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, maximum coverage per incident | $ 850 | ||
Flood, earthquake and windstorm | Scenario, Forecast | |||
Insurance coverage | |||
Insurance deductible as a percent | 5.00% | ||
California earthquake | Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, maximum coverage per incident | $ 25 | ||
Flood and windstorm | Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, maximum coverage per incident | 25 | ||
New Madrid Fault Earthquakes | Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, maximum coverage per incident | $ 25 | ||
Insurance deductible as a percent | 2.00% | ||
Other Catastrophic Events | |||
Insurance coverage | |||
Property insurance, deductible | $ 1 | ||
Other Catastrophic Events | Scenario, Forecast | |||
Insurance coverage | |||
Property insurance, deductible | $ 5 |
PROPERTY AND PROFESSIONAL AND_3
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Professional and General Liability Reserves (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Other Operating Expense, Net | |||
Insurance coverage | |||
Malpractice expense | $ 81 | $ 91 | |
Professional and General Liability Reserves | |||
Insurance coverage | |||
Self insurance reserve | $ 1,075 | $ 1,045 |
CLAIMS AND LAWSUITS - Narrative
CLAIMS AND LAWSUITS - Narrative (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Other Matters | |
Loss Contingencies | |
Loss contingency accrual, provision | $ 23 |
CLAIMS AND LAWSUITS - Reconcili
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Loss Contingency Accrual [Roll Forward] | ||
Litigation and investigation costs | $ 20 | $ 13 |
Claims, Lawsuits, and Regulatory Proceedings | ||
Loss Contingency Accrual [Roll Forward] | ||
Litigation reserve, balance at beginning of period | 78 | 26 |
Litigation and investigation costs | 13 | |
Cash Payments | (36) | (15) |
Other | 2 | 0 |
Litigation reserve, balance at end of period | $ 64 | $ 24 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Narrative (Details) - United Surgical Partners International $ in Millions | 3 Months Ended | ||||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Feb. 28, 2022 | Feb. 28, 2021 | Apr. 01, 2017 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Accretion of redeemable noncontrolling interests | $ 94 | $ 1 | |||
Put Option | Baylor University Medical Center | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Ownership percentage | 5.00% | ||||
Put Option | Maximum | Baylor University Medical Center | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Purchasable equity In joint venture, percentage of total shares (percentage) | 0.666 | 0.333 | 0.333 | 0.3333 |
REDEEMABLE NONCONTROLLING INT_4
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balances at beginning of period | $ 2,203 | |
Net income | 94 | $ 81 |
Distributions paid to noncontrolling interests | (71) | (61) |
Balances at end of period | 2,358 | |
Redeemable Noncontrolling Interests | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balances at beginning of period | 2,203 | 1,952 |
Net income | 94 | 81 |
Distributions paid to noncontrolling interests | (64) | (58) |
Accretion of redeemable noncontrolling interests | 95 | 3 |
Purchases of businesses and noncontrolling interests, net | 30 | 14 |
Balances at end of period | $ 2,358 | $ 1,992 |
REDEEMABLE NONCONTROLLING INT_5
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | $ 2,358 | $ 2,203 | |
Net income available to redeemable noncontrolling interests | 94 | $ 81 | |
Hospital Operations | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | 316 | 297 | |
Net income available to redeemable noncontrolling interests | 22 | 13 | |
Ambulatory Care | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | 1,545 | 1,425 | |
Net income available to redeemable noncontrolling interests | 56 | 52 | |
Conifer | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | 497 | $ 481 | |
Net income available to redeemable noncontrolling interests | $ 16 | $ 16 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes | ||
Income tax expense (benefit) | $ 99,000,000 | $ 45,000,000 |
Income from continuing operations, before income taxes | 378,000,000 | 267,000,000 |
Changes in valuation allowance | 32,000,000 | 0 |
Unrecognized tax benefits | 34,000,000 | |
Unrecognized tax benefits which, if recognized, would impact effective tax rate | 32,000,000 | |
Interest and penalties related to accrued liabilities for uncertain tax positions, recognized | 0 | |
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months | 0 | |
Continuing operations: | ||
Income Taxes | ||
Income tax expense (benefit) | $ 99,000,000 | $ 45,000,000 |
INCOME TAXES - Federal Tax Reco
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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% | $ 79 | $ 56 |
State income taxes, net of federal income tax benefit | 14 | 13 |
Tax benefit attributable to noncontrolling interests | (29) | (25) |
Stock-based compensation tax benefit | (2) | (1) |
Changes in valuation allowance | 32 | 0 |
Other items | 5 | 2 |
Income tax expense | $ 99 | $ 45 |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net Income Available to Common Shareholders (Numerator) | ||
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share | $ 139 | $ 97 |
Effect of dilutive stock options, restricted stock units, deferred compensation units and convertible instruments | 3 | 0 |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share | $ 142 | $ 97 |
Weighted Average Shares (Denominator) | ||
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share (in shares) | 107,483 | 106,309 |
Effect of dilutive stock options, restricted stock units, deferred compensation units and convertible instruments (in shares) | 4,537 | 1,756 |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in shares) | 112,020 | 108,065 |
Per-Share Amount | ||
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share (in dollars per share) | $ 1.29 | $ 0.91 |
Effect of dilutive stock options, restricted stock units and deferred compensation units and and convertible instruments (in dollars per share) | (0.02) | (0.01) |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in dollars per share) | $ 1.27 | $ 0.90 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Significant Other Observable Inputs (Level 2) | Discontinued Operations, Held-for-sale | Arizona Micro Hospital | ||
Fair value of assets and liabilities measured on recurring basis | ||
Long lived assets held-for-sale, fair value | $ 19 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Estimated fair value of debt instrument as percentage of carrying value (percent) | 99.30% | 103.30% |
ACQUISITIONS - Preliminary Purc
ACQUISITIONS - Preliminary Purchase Price Allocations (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Final purchase price allocations | |||
Goodwill | $ 9,352 | $ 9,261 | |
Cash paid, net of cash acquired | (40) | $ (25) | |
Gains on consolidations | 0 | 0 | |
Series of Individual Business Acquisitions | |||
Final purchase price allocations | |||
Current assets | 3 | 0 | |
Property and equipment | 10 | 18 | |
Other intangible assets | 2 | 0 | |
Goodwill | 84 | 25 | |
Other long-term assets | 11 | 4 | |
Previously held investments in unconsolidated affiliates | (18) | 0 | |
Current liabilities | (5) | (7) | |
Long-term liabilities | (19) | (2) | |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | (28) | (11) | |
Noncontrolling interests | 0 | (2) | |
Cash paid, net of cash acquired | $ (40) | $ (25) |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 9,352 | $ 9,261 | |
Goodwill, purchase accounting adjustments | 11 | ||
SurgeCenter Development | |||
Business Acquisition [Line Items] | |||
Goodwill | 84 | $ 25 | |
Transaction costs related to prospective and closed acquisitions | $ 3 | $ 4 |
SEGMENT INFORMATION - General I
SEGMENT INFORMATION - General Information and Customer Concentration (Details) | 1 Months Ended | 3 Months Ended | |||
Aug. 31, 2021hospital | Apr. 30, 2021hospital | Mar. 31, 2022hospitalstatesurgery_center | Mar. 31, 2021 | Apr. 01, 2021imaging_center | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Miami-Area Hospitals | |||||
Segment Reporting Information [Line Items] | |||||
Number of hospitals for sale | 5 | ||||
Conifer Health Solutions, LLC | |||||
Segment Reporting Information [Line Items] | |||||
Ownership percentage by parent (percent) | 76.00% | ||||
Hospital Operations | |||||
Segment Reporting Information [Line Items] | |||||
Number of hospitals operated by subsidiaries | 60 | ||||
Number of states where operations occur | state | 9 | ||||
Number of imaging centers transferred | imaging_center | 24 | ||||
Hospital Operations | United Surgical Partners International | |||||
Segment Reporting Information [Line Items] | |||||
Percentage of assets transferred between segments | 1.00% | ||||
Ambulatory Care | United Surgical Partners International | |||||
Segment Reporting Information [Line Items] | |||||
Ownership percentage by parent (percent) | 95.00% | ||||
Ambulatory Care | United Surgical Partners International | |||||
Segment Reporting Information [Line Items] | |||||
Number of states where operations occur | state | 34 | ||||
Number of ambulatory surgery centers operated by subsidiaries | surgery_center | 404 | ||||
Number of ambulatory surgery centers consolidated | surgery_center | 253 | ||||
Number of surgical hospitals consolidated | 8 | ||||
Urgent Care Centers | United Surgical Partners International | |||||
Segment Reporting Information [Line Items] | |||||
Number of urgent care centers sold | 40 | ||||
Conifer | Minimum | |||||
Segment Reporting Information [Line Items] | |||||
Number of hospitals to which segment of the entity provides revenue cycle services | 660 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 26,650 | $ 27,579 | $ 27,579 |
Capital expenditures: | 155 | 121 | |
Net operating revenues | 4,745 | 4,781 | |
Equity in earnings of unconsolidated affiliates: | 46 | 42 | |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA: | 888 | 777 | |
Depreciation and amortization | 203 | 224 | |
Depreciation and amortization | (203) | (224) | |
Impairment and restructuring charges, and acquisition-related costs | (16) | (20) | |
Litigation and investigation costs | (20) | (13) | |
Litigation and investigation costs | (227) | (240) | |
Loss from early extinguishment of debt | (43) | (23) | |
Other non-operating income, net | 0 | 10 | |
Net losses on sales, consolidation and deconsolidation of facilities | (1) | 0 | |
Income from continuing operations, before income taxes | 378 | 267 | |
Inter-segment eliminations | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | (115) | (122) | |
Hospital Operations | |||
Segment Reporting Information [Line Items] | |||
Assets | 16,236 | 17,173 | |
Capital expenditures: | 132 | 110 | |
Equity in earnings of unconsolidated affiliates: | 4 | 4 | |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA: | 514 | 434 | |
Depreciation and amortization | 167 | 190 | |
Depreciation and amortization | (167) | (190) | |
Hospital Operations | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 3,798 | 3,947 | |
Ambulatory Care | |||
Segment Reporting Information [Line Items] | |||
Assets | 9,486 | 9,473 | |
Capital expenditures: | 21 | 8 | |
Net operating revenues | 738 | 646 | |
Equity in earnings of unconsolidated affiliates: | 42 | 38 | |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA: | 282 | 257 | |
Depreciation and amortization | 27 | 25 | |
Depreciation and amortization | (27) | (25) | |
Ambulatory Care | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 738 | 646 | |
Conifer | |||
Segment Reporting Information [Line Items] | |||
Assets | 928 | $ 933 | |
Capital expenditures: | 2 | 3 | |
Net operating revenues | 324 | 310 | |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA: | 92 | 86 | |
Depreciation and amortization | 9 | 9 | |
Depreciation and amortization | (9) | (9) | |
Conifer | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 324 | 310 | |
Conifer | Tenet | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 115 | 122 | |
Conifer | Other clients | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | $ 209 | $ 188 |