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 had indirect ownership interests in 445 ambulatory surgery centers and 24 surgical hospitals at March 31, 2023. We hold noncontrolling interests in 156 of these facilities, which are recorded using the equity method of accounting. We also operated 61 acute care and specialty hospitals, 109 other outpatient facilities, a network of employed physicians and a Global Business Center (“GBC”) in Manila, Philippines at March 31, 2023. In addition, we operate Conifer Health Solutions, LLC, in which we own an interest of approximately 76%, through our Conifer Holdings, Inc. subsidiary (“Conifer”). Effective June 30, 2022, we purchased all of the shares previously held by Baylor University Medical Center (“Baylor”) in USPI for $406 million, which increased our ownership interest in USPI’s voting shares from 95% to 100%. See Note 13 for additional information about this transaction. 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 indirect ownership interests in and manages 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. Almost all of the services comprising the operations of our Conifer segment are provided by Conifer Health Solutions, LLC or by one of its direct or indirect wholly owned subsidiaries. This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2022 (“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 dollar amounts presented in our Condensed Consolidated Financial Statements and these accompanying notes are expressed in millions (except per‑share amounts). We adopted the Financial Accounting Standards Board’s Accounting Standards Update (“ASU”) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), effective as of January 1, 2022 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 approximately three million shares for both of the three-month periods ended March 31, 2023 and 2022, and diluted earnings per share available to Tenet common shareholders decreased by $0.07 and $0.01, respectively. Certain prior‑year amounts have been reclassified to conform to the current‑year presentation. Contract liabilities – long‑term are no longer significant enough to present separately. These obligations are now included in other long‑term liabilities in the accompanying Condensed Consolidated Balance Sheets. Although our Condensed Consolidated Financial Statements and these related notes are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us 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. The 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 the 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, 2023 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; the impact of cybersecurity incidents on our operations; 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 cybersecurity incidents, natural disasters and 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. Our hospitals and outpatient facilities are subject to various factors that affect our service mix, revenue mix and patient volumes and, thereby, impact our net patient service revenues and results of operations. These factors include, among others: changes in federal, state and local healthcare and business regulations; changes in general economic conditions nationally and regionally, including inflation and the impacts of the COVID-19 pandemic and other factors on business conditions, the economy and financial markets; the number of uninsured and underinsured individuals in local communities treated at our facilities; 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 or permit procedures to be performed in an outpatient rather than inpatient setting; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; 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, to 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 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 COVID‑19 pandemic. The COVID Acts also revised the Medicare accelerated payment program (“MAPP”). Our participation in these programs and the related accounting policies are summarized below. Grant Income– Our Hospital Operations and Ambulatory Care segments received cash payments from the PRF and state grant programs of $4 million and $1 million, respectively, during the three months ended March 31, 2022. These grant funds are included in cash flows from operating activities in our condensed consolidated statements of cash flows. No additional funds were received during the three months ended March 31, 2023. To receive distributions, providers must agree to certain terms and conditions, including, among other things, that the funds would be used for lost revenues and unreimbursed pandemic ‑ 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, will be recouped by HHS. 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. The table below summarizes grant income recognized by our Hospital Operations and Ambulatory Care segments, which is presented in grant income in our condensed consolidated statements of operations: Three Months Ended March 31, 2023 2022 Grant income recognized from COVID-19 relief programs: Included in grant income: Hospital Operations $ 3 $ 4 Ambulatory Care — 2 $ 3 $ 6 At March 31, 2023 and December 31, 2022, we had remaining deferred grant payment balances of $4 million and $7 million, respectively, which amounts were recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheets for those periods. Medicare Accelerated Payment Program (MAPP)– In certain circumstances, when a healthcare facility 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 and to allow recipients to retain the advance payments for one year from the date of receipt before recoupment commenced through offsets of Medicare claims payments. Recipients were also permitted to repay the advance payments at any time. Our Hospital Operations and Ambulatory Care segments both received advance payments from the MAPP following its expansion under the COVID Acts in the year ended December 31, 2020; however, no additional advances were received during the three months ended March 31, 2023 or 2022. Advances received by our Hospital Operations and Ambulatory Care segments were recouped through reductions of their respective Medicare claims payments. Amounts recouped from our Hospital Operations segment and those facilities in our Ambulatory Care segment that we consolidate, together with any amounts we voluntarily repaid in advance of recoupment, are presented in cash flows from operating activities in our condensed consolidated statements of cash flows. 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 those facilities in our Ambulatory Care segment that we consolidate were repaid or recouped. No advances were recouped or repaid during the three months ended March 31, 2023, and there was no outstanding liability related to MAPP advances at March 31, 2023 or December 31, 2022. 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, included in other operating expenses, net in the accompanying Condensed Consolidated Statement of Operations, and we recognized right-of-use assets and operating lease obligations of $103 million, in each case in the three months ended March 31, 2022. During the three months ended March 31, 2023 and 2022, we recorded right‑of‑use assets related to non‑cancellable finance leases of $19 million and $18 million, respectively, and related to non‑cancellable operating leases of $44 million and $187 million, respectively. Cash and Cash Equivalents We treat highly liquid investments with original maturities of three months or less as cash equivalents. Cash and cash equivalents were $766 million and $858 million at March 31, 2023 and December 31, 2022, respectively. At March 31, 2023 and December 31, 2022, our book overdrafts were $139 million and $266 million, respectively, which were classified as accounts payable. At March 31, 2023 and December 31, 2022, $122 million and $140 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, 2023 and December 31, 2022, we had $63 million and $196 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $57 million and $191 million, respectively, were included in accounts payable. Other Intangible Assets The following table provides information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets: Gross Accumulated Net Book Value At March 31, 2023: Other intangible assets with finite useful lives: Capitalized software costs $ 1,759 $ (1,202) $ 557 Contracts 294 (150) 144 Other 92 (77) 15 Total other intangible assets with finite lives 2,145 (1,429) 716 Other intangible assets with indefinite useful lives: Trade names 105 — 105 Contracts 605 — 605 Other 6 — 6 Total other intangible assets with indefinite lives 716 — 716 Total other intangible assets $ 2,861 $ (1,429) $ 1,432 At December 31, 2022: Other intangible assets with finite useful lives: Capitalized software costs $ 1,751 $ (1,206) $ 545 Contracts 295 (146) 149 Other 92 (76) 16 Total other intangible assets with finite lives 2,138 (1,428) 710 Other intangible assets with indefinite useful lives: Trade names 105 — 105 Contracts 603 — 603 Other 6 — 6 Total other intangible assets with indefinite lives 714 — 714 Total other intangible assets $ 2,852 $ (1,428) $ 1,424 Estimated future amortization of intangibles with finite useful lives at March 31, 2023 was as follows: Nine Months Ending Years Ending Later Years December 31, Total 2023 2024 2025 2026 2027 Amortization of intangible assets $ 716 $ 124 $ 123 $ 101 $ 88 $ 71 $ 209 We recognized amortization expense of $42 million and $29 million in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022, respectively. Other Current Assets The principal components of other current assets in the accompanying Condensed Consolidated Balance Sheets were as follows: March 31, 2023 December 31, 2022 Prepaid expenses $ 380 $ 400 Contract assets 202 200 California provider fee program receivables 311 367 Receivables from other government programs 152 187 Guarantees 187 143 Non-patient receivables 354 390 Other 85 88 Total other current assets $ 1,671 $ 1,775 Investments in Unconsolidated Affiliates As of March 31, 2023, we controlled 313 of the facilities within our Ambulatory Care segment and, therefore, consolidate their results. We account for many of the facilities our Ambulatory Care segment holds ownership interests in (156 of 469), 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 our condensed consolidated statements of operations. Summarized financial information for these equity method investees is included in the following table. For investments acquired during the reported periods, amounts in the table include 100% of the investee’s results beginning on the date of our acquisition of the investment. Three Months Ended March 31, 2023 2022 Net operating revenues $ 783 $ 769 Net income $ 185 $ 169 Net income available to the investees $ 107 $ 98 |