Cover Page
Cover Page - USD ($) shares in Thousands, $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 31, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-7293 | ||
Entity Registrant Name | TENET HEALTHCARE CORP | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 95-2557091 | ||
Entity Address, Address Line One | 14201 Dallas Parkway | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75254 | ||
City Area Code | 469 | ||
Local Phone Number | 893-2200 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6.4 | ||
Entity Common Stock, Shares Outstanding | 99,995 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement for the 2024 annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0000070318 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | New York Stock Exchange | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common stock, $0.05 par value | ||
Trading Symbol | THC | ||
Security Exchange Name | NYSE | ||
6.875% Senior Notes due 2031 | New York Stock Exchange | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 6.875% Senior Notes due 2031 | ||
Trading Symbol | THC31 | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Dallas, Texas |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,228 | $ 858 |
Accounts receivable | 2,914 | 2,943 |
Inventories of supplies, at cost | 411 | 405 |
Assets held for sale | 775 | 0 |
Other current assets | 1,839 | 1,775 |
Total current assets | 7,167 | 5,981 |
Investments and other assets | 3,157 | 3,147 |
Deferred income taxes | 77 | 19 |
Property and equipment, at cost, less accumulated depreciation and amortization ($6,478 at December 31, 2023 and $6,201 at December 31, 2022) | 6,236 | 6,462 |
Goodwill | 10,307 | 10,123 |
Other intangible assets, at cost, less accumulated amortization ($1,447 at December 31, 2023 and $1,428 at December 31, 2022) | 1,368 | 1,424 |
Total assets | 28,312 | 27,156 |
Current liabilities: | ||
Current portion of long-term debt | 120 | 145 |
Accounts payable | 1,408 | 1,504 |
Accrued compensation and benefits | 930 | 778 |
Professional and general liability reserves | 254 | 255 |
Accrued interest payable | 200 | 213 |
Liabilities held for sale | 69 | 0 |
Other current liabilities | 1,779 | 1,581 |
Total current liabilities | 4,760 | 4,476 |
Long-term debt, net of current portion | 14,882 | 14,934 |
Professional and general liability reserves | 792 | 790 |
Defined benefit plan obligations | 335 | 331 |
Deferred income taxes | 326 | 217 |
Other long-term liabilities | 1,709 | 1,800 |
Total liabilities | 22,804 | 22,548 |
Commitments and contingencies | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 2,391 | 2,149 |
Shareholders’ equity: | ||
Common stock, $0.05 par value; authorized 262,500 shares; 157,271 shares issued at December 31, 2023 and 156,462 shares issued at December 31, 2022 | 8 | 8 |
Additional paid-in capital | 4,834 | 4,778 |
Accumulated other comprehensive loss | (181) | (181) |
Accumulated deficit | (192) | (803) |
Common stock in treasury, at cost, 57,321 shares at December 31, 2023 and 54,215 shares at December 31, 2022 | (2,861) | (2,660) |
Total shareholders’ equity | 1,608 | 1,142 |
Noncontrolling interests | 1,509 | 1,317 |
Total equity | 3,117 | 2,459 |
Total liabilities and equity | $ 28,312 | $ 27,156 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation and amortization | $ 6,478 | $ 6,201 |
Other intangible assets, accumulated amortization | $ 1,447 | $ 1,428 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, number of shares authorized (in shares) | 262,500 | 262,500 |
Common stock, number of shares issued (in shares) | 157,271 | 156,462 |
Common stock, number of shares held in treasury (in shares) | 57,321 | 54,215 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net operating revenues | $ 20,548 | $ 19,174 | $ 19,485 |
Grant income | 16 | 194 | 191 |
Equity in earnings of unconsolidated affiliates | 228 | 216 | 218 |
Operating expenses: | |||
Salaries, wages and benefits | 9,146 | 8,844 | 8,878 |
Supplies | 3,590 | 3,273 | 3,328 |
Other operating expenses, net | 4,515 | 3,998 | 4,206 |
Depreciation and amortization | 870 | 841 | 855 |
Impairment and restructuring charges, and acquisition-related costs | 137 | 226 | 85 |
Litigation and investigation costs | 47 | 70 | 116 |
Net gains on sales, consolidation and deconsolidation of facilities | (23) | (1) | (445) |
Operating income | 2,510 | 2,333 | 2,871 |
Interest expense | (901) | (890) | (923) |
Other non-operating income, net | 19 | 10 | 14 |
Loss from early extinguishment of debt | (11) | (109) | (74) |
Income from continuing operations, before income taxes | 1,617 | 1,344 | 1,888 |
Income tax expense | (306) | (344) | (411) |
Income from continuing operations, before discontinued operations | 1,311 | 1,000 | 1,477 |
Discontinued operations: | |||
Income (loss) from operations | 0 | 1 | (1) |
Income (loss) from discontinued operations, net of tax | 0 | 1 | (1) |
Net income | 1,311 | 1,001 | 1,476 |
Less: Net income available to noncontrolling interests | 700 | 590 | 562 |
Net income available to Tenet Healthcare Corporation common shareholders | 611 | 411 | 914 |
Amounts available to Tenet Healthcare Corporation common shareholders: | |||
Income from continuing operations, net of tax | 611 | 410 | 915 |
Income (loss) from discontinued operations, net of tax | 0 | 1 | (1) |
Net income available to Tenet Healthcare Corporation common shareholders | $ 611 | $ 411 | $ 914 |
Basic | |||
Continuing operations (in dollars per share) | $ 6.01 | $ 3.83 | $ 8.56 |
Discontinued operations (in dollars per share) | 0 | 0.01 | (0.01) |
Total earnings (loss) per share, Basic (in dollars per share) | 6.01 | 3.84 | 8.55 |
Diluted | |||
Continuing operations (in dollars per share) | 5.71 | 3.78 | 8.43 |
Discontinued operations (in dollars per share) | 0 | 0.01 | (0.01) |
Total earnings (loss) per share, Diluted (in dollars per share) | $ 5.71 | $ 3.79 | $ 8.42 |
Weighted average shares and dilutive securities outstanding (in thousands): | |||
Basic (in shares) | 101,639 | 106,929 | 106,833 |
Diluted (in shares) | 104,800 | 110,516 | 108,571 |
CONSOLIDATED STATEMENTS OF OTHE
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 1,311 | $ 1,001 | $ 1,476 |
Other comprehensive income: | |||
Adjustments for defined benefit plans | (9) | 63 | 50 |
Amortization of net actuarial loss included in other non-operating income, net | 7 | 9 | 11 |
Unrealized gain (loss) on debt securities held as available-for-sale | 2 | (4) | 0 |
Foreign currency translation adjustments and other | 0 | 1 | 1 |
Other comprehensive income before income taxes | 0 | 69 | 62 |
Income tax expense related to items of other comprehensive income | 0 | (17) | (14) |
Total other comprehensive income, net of tax | 0 | 52 | 48 |
Comprehensive net income | 1,311 | 1,053 | 1,524 |
Less: Comprehensive income available to noncontrolling interests | 700 | 590 | 562 |
Comprehensive income available to Tenet Healthcare Corporation common shareholders | $ 611 | $ 463 | $ 962 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 106,070 | ||||||
Beginning balance at Dec. 31, 2020 | $ 937 | $ 7 | $ 4,844 | $ (281) | $ (2,128) | $ (2,414) | $ 909 |
Changes in Shareholders' Equity | |||||||
Net income | 1,140 | 914 | 226 | ||||
Distributions paid to noncontrolling interests | (206) | (206) | |||||
Other comprehensive income | 48 | 48 | |||||
Accretion of redeemable noncontrolling interests | (11) | (11) | |||||
Purchases of businesses and noncontrolling interests, net | 97 | 0 | 97 | ||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 1,119 | ||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 49 | $ 1 | 44 | 4 | |||
Ending balance (in shares) at Dec. 31, 2021 | 107,189 | ||||||
Ending balance at Dec. 31, 2021 | 2,054 | $ 8 | 4,877 | (233) | (1,214) | (2,410) | 1,026 |
Changes in Shareholders' Equity | |||||||
Net income | 653 | 411 | 242 | ||||
Distributions paid to noncontrolling interests | (229) | (229) | |||||
Other comprehensive income | 52 | 52 | |||||
Accretion of redeemable noncontrolling interests | (104) | (104) | |||||
Purchases of businesses and noncontrolling interests, net | 244 | (34) | 278 | ||||
Repurchases of common stock (in shares) | (5,889) | ||||||
Repurchases of common stock | (250) | (250) | |||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 947 | ||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 39 | $ 0 | 39 | 0 | |||
Ending balance (in shares) at Dec. 31, 2022 | 102,247 | ||||||
Ending balance at Dec. 31, 2022 | 2,459 | $ 8 | 4,778 | (181) | (803) | (2,660) | 1,317 |
Changes in Shareholders' Equity | |||||||
Net income | 945 | 611 | 334 | ||||
Distributions paid to noncontrolling interests | (289) | (289) | |||||
Other comprehensive income | 0 | ||||||
Purchases of businesses and noncontrolling interests, net | 152 | 5 | 147 | ||||
Repurchases of common stock (in shares) | (3,112) | ||||||
Repurchases of common stock | (201) | (201) | |||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 815 | ||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 51 | 51 | |||||
Ending balance (in shares) at Dec. 31, 2023 | 99,950 | ||||||
Ending balance at Dec. 31, 2023 | $ 3,117 | $ 8 | $ 4,834 | $ (181) | $ (192) | $ (2,861) | $ 1,509 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Net income | $ 1,311 | $ 1,001 | $ 1,476 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 870 | 841 | 855 |
Deferred income tax expense | 52 | 209 | 250 |
Stock-based compensation expense | 66 | 56 | 56 |
Impairment and restructuring charges, and acquisition-related costs | 137 | 226 | 85 |
Litigation and investigation costs | 47 | 70 | 116 |
Net gains on sales, consolidation and deconsolidation of facilities | (23) | (1) | (445) |
Loss from early extinguishment of debt | 11 | 109 | 74 |
Equity in earnings of unconsolidated affiliates, net of distributions received | (13) | 2 | (10) |
Amortization of debt discount and debt issuance costs | 32 | 33 | 33 |
Pre-tax loss (income) from discontinued operations | 0 | (1) | 1 |
Net gains from the sale of investments and long-lived assets | (29) | (117) | (23) |
Other items, net | (4) | 13 | (10) |
Changes in cash from operating assets and liabilities: | |||
Accounts receivable | (29) | (140) | (197) |
Inventories and other current assets | (139) | (64) | (52) |
Income taxes | 10 | (26) | 68 |
Accounts payable, accrued expenses, contract liabilities and other current liabilities | 215 | (898) | (584) |
Other long-term liabilities | 14 | (15) | 28 |
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (154) | (214) | (153) |
Net cash used in operating activities from discontinued operations, excluding income taxes | 0 | (1) | 0 |
Net cash provided by operating activities | 2,374 | 1,083 | 1,568 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (751) | (762) | (658) |
Purchases of businesses or joint venture interests, net of cash acquired | (224) | (234) | (1,220) |
Proceeds from sales of facilities and other assets | 71 | 210 | 1,248 |
Proceeds from sales of marketable securities and long-term investments | 50 | 76 | 31 |
Purchases of marketable securities and equity investments | (104) | (92) | (108) |
Other items, net | (11) | (6) | (7) |
Net cash used in investing activities | (969) | (808) | (714) |
Cash flows from financing activities: | |||
Repayments of borrowings | (1,542) | (2,851) | (3,221) |
Proceeds from borrowings | 1,370 | 2,023 | 2,872 |
Repurchases of common stock | (200) | (250) | 0 |
Debt issuance costs | (16) | (24) | (31) |
Distributions paid to noncontrolling interests | (594) | (560) | (423) |
Proceeds from the sale of noncontrolling interests | 43 | 27 | 25 |
Purchases of noncontrolling interests | (167) | (100) | (27) |
Medicare advances and grants received by unconsolidated affiliates, net of recoupment | 0 | 0 | (67) |
Other items, net | 71 | (46) | (64) |
Net cash used in financing activities | (1,035) | (1,781) | (936) |
Net increase (decrease) in cash and cash equivalents | 370 | (1,506) | (82) |
Cash and cash equivalents at beginning of period | 858 | 2,364 | 2,446 |
Cash and cash equivalents at end of period | 1,228 | 858 | 2,364 |
Supplemental disclosures: | |||
Interest paid, net of capitalized interest | (882) | (848) | (937) |
Income tax payments, net | $ (243) | $ (161) | $ (92) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Description of Business Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. At December 31, 2022, our business was organized into three separate reporting segments: Hospital Operations and other, Ambulatory Care and Conifer. During the three months ended December 31, 2023, we combined our Hospital Operations and other and Conifer segments into a single reporting segment named Hospital Operations and Services (“Hospital Operations”). The results of the revenue cycle management and value-based care services we provide to hospitals, health systems, physician practices, employers and other clients previously reported under our Conifer segment are now combined with our Hospital Operations segment. See below for additional discussion of this change. Our expansive, nationwide care delivery network now consists of our Hospital Operations and Ambulatory Care segments. As of December 31, 2023, our Hospital Operations segment was comprised of our 61 acute care and specialty hospitals, a network of employed physicians and 164 outpatient facilities, including imaging centers, urgent care centers (each, a “UCC”), ancillary emergency facilities and micro‑hospitals. Our Ambulatory Care segment is comprised of the operations of our subsidiary USPI Holding Company, Inc. (“USPI”), which held indirect ownership interests in 461 ambulatory surgery centers and 24 surgical hospitals at December 31, 2023. USPI held noncontrolling interests in 155 of these facilities, which are recorded using the equity method of accounting. Effective June 30, 2022, we purchased all of the shares in USPI that Baylor University Medical Center (“Baylor”) held on that date 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). In addition, we operate a Global Business Center (“GBC”) in Manila, Philippines. Basis of Presentation Our Consolidated Financial Statements include the accounts of Tenet and its wholly owned and majority‑owned subsidiaries. We eliminate intercompany accounts and transactions in consolidation, and we include the results of operations of businesses that are newly acquired in purchase transactions from their dates of acquisition. We account for significant investments in other affiliated companies using the equity method. We also utilize the equity method when we have the ability to exercise significant influence over the affiliated company, despite not holding a significant percentage of its ownership interest. Unless otherwise indicated, all financial and statistical data included in these notes to our Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per‑share amounts) and share amounts expressed in thousands. We adopted the Financial Accounting Standards Board’s (“FASB”) 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 2,364 thousand shares and 2,673 thousand shares for the years ended December 31, 2023 and 2022, respectively, and diluted earnings per share available to Tenet common shareholders decreased by $0.26 and $0.01, respectively, for these same periods. Changes to prior-year presentation— At December 31, 2022, our business was organized into three separate reporting segments: Hospital Operations and other, Ambulatory Care and Conifer. During the three months ended December 31, 2023, we combined our Hospital Operations and other and Conifer segments into a single reporting segment named Hospital Operations and Services (Hospital Operations). This change was made to reflect recent updates to the organizational and management structure of our Conifer and Hospital Operations and other segments. All prior‑period data presented in this report has been adjusted to conform to our new reporting segment structure. As of December 31, 2023, our business was organized into two reporting segments: • our Hospital Operations segment, which includes (1) our acute care and specialty hospitals, physician practices, imaging centers, UCCs, ancillary emergency facilities and micro‑hospitals, and (2) the revenue cycle management and value‑based care services we provide to hospitals, health systems, physician practices, employers and other clients through our Conifer Health Solutions, LLC joint venture; and • our Ambulatory Care segment, which is comprised of the ambulatory surgery center and surgical hospital operations of our subsidiary USPI Holding Company, Inc. Use of Estimates 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 Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Although we believe all adjustments considered necessary for a fair presentation have been included, actual results may vary from those estimates. 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. COVID-19 Pandemic During the COVID‑19 pandemic, federal, state and local authorities undertook several actions designed to assist healthcare providers in delivering 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 grant payments 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 payroll Social Security tax payments in 2020. Our participation in these programs and the related accounting policies are summarized below. The Secretary of the U.S. Department of Health and Human Services (“HHS”) ended the COVID‑19 Public Health Emergency in May 2023. Grant Income— As detailed in the table below, we received cash payments from the PRF and state and local grant programs during the years ended December 31, 2023, 2022 and 2021. Grant funds received by our Hospital Operations segment and those facilities in our Ambulatory Care segment that we consolidate are included in cash flows from operating activities in our consolidated statements of cash flows. Grant funds received by unconsolidated affiliates for which we provide cash management services (“Cash‑Managed Affiliates”) are included in cash flows from financing activities. Years Ended December 31, 2023 2022 2021 Grant funds received from COVID-19 relief programs: Included in cash flows from operating activities: Hospital Operations $ 10 $ 193 $ 142 Ambulatory Care — 3 36 $ 10 $ 196 $ 178 Included in cash flows from financing activities: Cash‑Managed Affiliates $ — $ — $ 37 To receive distributions, providers agreed 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 HHS, and that the providers would 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 delivered 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 table below summarizes grant income recognized by our Hospital Operations and Ambulatory Care segments, which is presented in grant income, and grant income recognized through our unconsolidated affiliates, which is presented in equity in earnings of unconsolidated affiliates, in each case in our consolidated statements of operations. Years Ended December 31, 2023 2022 2021 Grant income recognized from COVID-19 relief programs: Included in grant income: Hospital Operations $ 15 $ 190 $ 142 Ambulatory Care 1 4 49 $ 16 $ 194 $ 191 Included in equity in earnings of unconsolidated affiliates: Unconsolidated affiliates $ — $ — $ 14 We had no deferred grant payments remaining at December 31, 2023, and we had $7 million of deferred grant payments at December 31, 2022, which amount was recorded in other current liabilities in the accompanying Consolidated Balance Sheet. 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 in the subsequent years. The table below summarizes MAPP advances received in prior periods that were repaid or recouped during the years ended December 31, 2022 and 2021. No advances were repaid or recouped during the year ended December 31, 2023. Advances to our Hospital Operations segment and those facilities in our Ambulatory Care segment that we consolidate were recouped through a reduction of their respective Medicare claims payments and, together with any repayments, are presented in cash flows from operating activities in our consolidated statements of cash flows. Advance payments to our Cash‑Managed Affiliates were recouped through a reduction of those affiliates’ Medicare claims payments and, together with any repayments, are presented in cash flows from financing activities. Years Ended December 31, 2022 2021 MAPP advances repaid or recouped: Included in cash flows from operating activities: Hospital Operations $ 876 $ 457 Ambulatory Care 4 55 $ 880 $ 512 Included in cash flows from financing activities: Cash‑Managed Affiliates $ — $ 104 All remaining MAPP advances we previously received were fully repaid or recouped during the year ended December 31, 2022, which resulted in no outstanding liability at December 31, 2023 and 2022. 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 were required to be paid in equal amounts over two years beginning in December 2021. We remitted the employer’s Social Security tax payments deferred during 2020 in payments of $128 million in December 2022 and 2021. Translation of Foreign Currencies Our GBC, which is located in the Philippines, performs certain administrative functions and other support tasks. The GBC’s accounts are measured in its local currency (the Philippine peso) and then translated into U.S. dollars. All assets and liabilities denominated in foreign currency are translated using the current rate of exchange at the balance sheet date. Results of operations denominated in foreign currency are translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. Net Operating Revenues We recognize net operating revenues in the period in which we satisfy our performance obligations under contracts by transferring services to our customers. Net operating revenues are recognized in the amounts we expect to be entitled to, which are the transaction prices allocated for the distinct services. Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients (“ Compact ”) and other uninsured discount and charity programs. Net Patient Service Revenues We report net patient service revenues at the amounts that reflect the consideration we expect to be entitled to in exchange for providing patient care. These amounts are due from patients, third‑party payers (including managed care payers and government programs) and others, and they include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews and investigations. Generally, we bill our patients and third‑party payers several days after the services are performed or shortly after discharge. Revenues are recognized as performance obligations are satisfied. We determine performance obligations based on the nature of the services we provide. We recognize revenues for performance obligations satisfied over time based on actual charges incurred in relation to total expected charges. We believe that this method provides a faithful depiction of the transfer of services over the term of performance obligations based on the inputs needed to satisfy the obligations. Generally, performance obligations satisfied over time relate to patients in our hospitals receiving inpatient acute care services. We measure performance obligations from admission to the point when there are no further services required for the patient, which is generally the time of discharge. We recognize revenues for performance obligations satisfied at a point in time, which generally relate to patients receiving outpatient services, when (1) services are provided, and (2) we do not believe the patient requires additional services. Because our patient service performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in FASB Accounting Standards Codification (“ASC”) 606‑10‑50‑14(a) and, therefore, we are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above are primarily related to inpatient acute care services at the end of the reporting period. The performance obligations for these contracts are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period. We determine the transaction price based on gross charges for services provided, reduced by contractual adjustments recognized for third‑party payers, discounts provided to uninsured patients in accordance with our Compact , and estimated implicit price concessions related primarily to uninsured patients. We determine our estimates of contractual adjustments and discounts based on contractual agreements, our discount policies and historical experience. We determine our estimate of implicit price concessions based on our historical collection experience using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Gross charges are retail charges. They are not the same as actual pricing, and they generally do not reflect what a hospital is ultimately paid and, therefore, are not displayed in our consolidated statements of operations. Hospitals are typically paid amounts that are negotiated with insurance companies or are set by the government. Gross charges are used to calculate Medicare outlier payments and to determine certain elements of payment under managed care contracts (such as stop‑loss payments). Because Medicare requires that a hospital’s gross charges be the same for all patients (regardless of payer category), gross charges are what hospitals charge all patients prior to the application of discounts and allowances. Government Programs— The final determination of certain fee‑for‑service (“FFS”) Medicare and Medicaid program payments to our hospitals, such as Indirect Medical Education, Direct Graduate Medical Education, disproportionate share hospital and bad debt expense reimbursement, are retrospectively determined based on our hospitals’ cost reports. The final determination of these payments often takes many years to resolve because of audits by the program representatives, providers’ rights of appeal, and the application of numerous technical reimbursement provisions. We therefore record accruals to reflect the expected final settlements on our cost reports. For filed cost reports, we adjust the accrual for estimated cost report settlements based on those cost reports and subsequent activity, and we consider the necessity of recording a valuation allowance based on historical settlement results. The accrual for estimated cost report settlements for periods for which a cost report is yet to be filed is recorded based on estimates of what we expect to report on the filed cost reports, and a corresponding valuation allowance is recorded, if necessary, based on the method previously described. Cost reports must generally be filed within five months after the end of the annual cost report reporting period. After the cost report is filed, the accrual and corresponding valuation allowance may need to be adjusted. Settlements with third‑party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care using the most likely outcome method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. Because the laws, regulations, instructions and rule interpretations governing Medicare and Medicaid reimbursement are complex and change frequently, the estimates we record could change by material amounts. Private Insurance— Revenues under managed care plans are based primarily on payment terms involving predetermined rates per diagnosis, per‑diem rates, discounted FFS rates and/or other similar contractual arrangements. These revenues are also subject to review and possible audit by the payers, which can take several years before they are completely resolved. The payers are billed for patient services on an individual patient basis. An individual patient’s bill is subject to adjustment on a patient‑by‑patient basis in the ordinary course of business by the payers following their review and adjudication of each particular bill. We estimate the discounts for contractual allowances at the individual hospital level utilizing billing data on an individual patient basis. At the end of each month, on an individual hospital basis, we estimate our expected reimbursement for patients of managed care plans based on the applicable contract terms. Contractual allowance estimates are periodically reviewed for accuracy by taking into consideration known contract terms, as well as payment history. We believe our estimation and review process enables us to identify instances on a timely basis where such estimates need to be revised. We do not believe there were any adjustments to estimates of patient bills that were material to our revenues during the years ended December 31, 2023, 2022 or 2021. In addition, on a corporate‑wide basis, we do not record any general provision for adjustments to estimated contractual allowances for managed care plans. Managed care accounts, net of contractual allowances recorded, are further reduced to their net realizable value through implicit price concessions based on historical collection trends for these payers and other factors that affect the estimation process. We know of no claims, disputes or unsettled matters with any payer that would materially affect our revenues for which we have not adequately provided in the accompanying Consolidated Financial Statements. Uninsured Patients— Generally, patients who are covered by third‑party payers are responsible for related co‑pays, co‑insurance and deductibles, which vary in amount. We also provide services to uninsured patients and offer uninsured patients a discount from standard charges. We estimate the transaction price for patients with co‑pays, co‑insurance and deductibles and for those who are uninsured based on historical collection experience and current market conditions. Under our Compact and other uninsured discount programs, the discount offered to certain uninsured patients is recognized as a contractual allowance, which reduces net operating revenues at the time the self‑pay accounts are recorded. The uninsured patient accounts, net of contractual allowances recorded, are further reduced to their net realizable value at the time they are recorded through implicit price concessions based on historical collection trends for self‑pay accounts and other factors that affect the estimation process. Implicit Price Concessions— We record implicit price concessions, primarily related to uninsured patients and patients with co‑pays, co‑insurance and deductibles. The implicit price concessions included in estimating the transaction price represent the difference between amounts billed to patients and the amounts we expect to collect based on our collection history with similar patients. Although outcomes vary, our policy is to attempt to collect amounts due from patients, including co‑pays, co‑insurance and deductibles due from patients with insurance, at the time of service while complying with all federal and state statutes and regulations, including, but not limited to, the Emergency Medical Treatment and Active Labor Act (“EMTALA”). Generally, as required by EMTALA, patients may not be denied emergency treatment due to inability to pay. Therefore, services, including the legally required medical screening examination and stabilization of the patient, are performed without delaying to obtain insurance information. In non‑emergency circumstances or for elective procedures and services, it is our policy to verify insurance prior to a patient being treated; however, there are various exceptions that can occur. Such exceptions can include, for example, instances where (1) we are unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, (2) a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid or Victims of Crime, and it takes several days or weeks before qualification for such benefits is confirmed or denied, and (3) under physician orders we provide services to patients that require immediate treatment. There are various factors that can impact collection trends, such as: changes in the economy, which in turn have an impact on unemployment rates and the number of uninsured and underinsured patients; the volume of patients through our emergency departments; the increased burden of co‑pays, co‑insurance amounts and deductibles to be made by patients with insurance; and business practices related to collection efforts. These factors continuously change and can have an impact on collection trends and our estimation process. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to net patient service revenues in the period of the change. We also provide charity care to patients who are financially unable to pay for the healthcare services they receive. Most patients who qualify for charity care are charged a per‑diem amount for services received, subject to a cap. Except for the per‑diem amounts, our policy is not to pursue collection of amounts determined to qualify as charity care; therefore, we do not report these amounts in net operating revenues. Patient advocates from our Eligibility and Enrollment Services program screen patients in the hospital to determine whether those patients meet eligibility requirements for financial assistance programs. They also expedite the process of applying for these government programs. 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. Approximately 88% 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. Revenue Cycle Management and Other Services Our Hospital Operations segment also provides revenue cycle management and other services to health systems, individual hospitals and physician practices. We recognize revenue from our contracts when the underlying performance obligations are satisfied, which is generally as services are rendered. Revenue is recognized in an amount that reflects the consideration to which we expect to be entitled. At contract inception, we assess the services specified in our contracts with customers and identify a performance obligation for each distinct contracted service. We generally consider the following distinct services as separate performance obligations: • revenue cycle management services; • value‑based care services; • patient communication and engagement services; • consulting services; and • other client‑defined projects. Our contracts generally consist of fixed‑price, volume‑based or contingency‑based fees. Long‑term contracts typically provide for the delivery of recurring monthly services over a multi‑year period. The contracts are typically priced such that our monthly fee to our customer represents the value obtained by the customer in the month for those services. Such multi‑year service contracts may have upfront fees related to transition or integration work performed by us to set up the delivery for the ongoing services. Such transition or integration work typically does not result in a separately identifiable obligation; thus, the fees and expenses related to such work are deferred and recognized over the life of the related contractual service period. For contracts in which the amortization period of the asset is one year or less, we have elected to apply the practical expedient provided by FASB ASC 340‑40‑25‑4 and expense these costs as incurred. Revenue for fixed‑priced contracts is typically recognized at the time of billing unless evidence suggests that the revenue is earned or our obligations are fulfilled in a different pattern. Revenue for volume‑based contracts is typically recognized as the services are being performed at the contractually billable rate, which is generally a percentage of collections or a percentage of client net patient revenue. Contract Assets and Liabilities— Our client contract terms, including payment conditions, are diverse. For non‑fixed‑price arrangements, we may invoice clients before we perform the contracted services, with subsequent adjustments (true‑up) to align with actual fees. In contrast, some contracts require payment after we have performed the contracted services (in arrears). Contracts may also feature performance‑based incentives or penalties, along with other variable consideration. Revenue recognition occurs when services are rendered and the client gains control or benefit of the services, regardless of the invoicing schedule, leading to the recognition of a contract asset for unbilled revenue. Unbilled revenue is recognized as receivables in the month the services are performed. Conversely, advance payments from clients result in the recognition of a contract liability for deferred revenue until the revenue recognition requirements are met. 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 $1.228 billion and $858 million at December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, our book overdrafts were $187 million and $266 million, respectively, which were classified as accounts payable. At December 31, 2023 and 2022, $100 million and $140 million, respectively, of total cash and cash equivalents in the accompanying Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. At December 31, 2023, 2022 and 2021, we had $154 million, $196 million and $95 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $141 million, $191 million and $88 million, respectively, were included in accounts payable. In June 2022, we acquired all of Baylor’s 5% voting ownership interest in USPI. We paid $11 million from cash on hand and recognized a liability of $377 million, the present value of the liability on the acquisition date, for the remainder of the purchase price. We recorded reductions in redeemable noncontrolling interest of $365 million for the carrying value of Baylor’s ownership interest and $23 million to additional paid-in capital for the difference between the carrying value and present value of the purchase price for the shares on the acquisition date. This has been reflected as noncash financing activity in the accompanying Consolidated Statement of Cash Flows for the year ended December 31, 2022. Payments made subsequent to the transaction’s close are reflected as cash activity within the financing section of our consolidated statements of cash flows in the respective period. See Note 18 for additional information about this transaction. Investments in Debt and Equity Securities We classify investments in debt securities as either available‑for‑sale, held‑to‑maturity or as part of a trading portfolio. Our policy is to classify investments in debt securities that may be needed for cash requirements as “available‑for‑sale.” At December 31, 2023 and 2022, we had no significant investments in debt securities classified as either held‑to‑maturity or trading. We carry debt securities classified as available‑for‑sale at fair value. We report their unrealized gains and losses, net of ta |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Nonredeemable Noncontrolling Interests Our nonredeemable noncontrolling interests balances at December 31, 2023 and 2022 in the accompanying Consolidated Statements of Changes in Equity were comprised of $185 million and $132 million, respectively, from our Hospital Operations segment, and $1.324 billion and $1.185 billion, respectively, from our Ambulatory Care segment. Our net income attributable to nonredeemable noncontrolling interests for the years ended December 31, 2023, 2022 and 2021 were comprised of $30 million, $21 million and $21 million, respectively, from our Hospital Operations segment, and $304 million, $221 million and $205 million, respectively, from our Ambulatory Care segment. Share Repurchase Program In October 2022, we announced that our board of directors had authorized the repurchase of up to $1 billion of our common stock through a share repurchase program that expires on December 31, 2024. Under the program, shares can be purchased in the open market or through privately negotiated transactions in a manner consistent with applicable securities laws and regulations, including pursuant to a Rule 10b5-1 plan if established by the Company, at times and in amounts based on market conditions and other factors. The table below summarizes transactions completed under the repurchase program during the years ended December 31, 2023 and 2022: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (In Thousands) (In Thousands) (In Millions) Inception through October 31, 2022 1,800 $ 41.81 1,800 $ 925 November 1 through November 30, 2022 4,089 $ 42.74 4,089 $ 750 December 1 through December 31, 2022 — $ — — $ 750 Inception through December 31, 2022 5,889 $ 42.45 5,889 January 1 through January 31, 2023 — $ — — $ 750 February 1 through February 28, 2023 — $ — — $ 750 March 1 through March 31, 2023 906 $ 55.03 906 $ 700 April 1 through April 30, 2023 — $ — — $ 700 May 1 through May 31, 2023 580 $ 69.17 580 $ 660 June 1 through June 30, 2023 — $ — — $ 660 July 1 through July 31, 2023 — $ — — $ 660 August 1 through August 31, 2023 — $ — — $ 660 September 1 through September 30, 2023 — $ — — $ 660 October 1 through October 31, 2023 — $ — — $ 660 November 1 through November 30, 2023 982 $ 67.12 982 $ 594 December 1 through December 31, 2023 644 $ 68.53 644 $ 550 Year ended December 31, 2023 3,112 $ 64.27 3,112 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable Additional Disclosures [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The principal components of accounts receivable are shown in the table below: December 31, 2023 2022 Patient accounts receivable $ 2,719 $ 2,746 Estimated future recoveries 148 149 Net cost reports and settlements receivable and valuation allowances 47 48 Accounts receivable, net $ 2,914 $ 2,943 Patient accounts receivable, including billed accounts and certain unbilled accounts, as well as estimated amounts due from third‑party payers for retroactive adjustments, are receivables if our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. Estimated uncollectable amounts are generally considered implicit price concessions that are a direct reduction to patient accounts receivable rather than allowance for doubtful accounts. We also provide financial assistance through our charity and uninsured discount programs to uninsured patients who are unable to pay for the healthcare services they receive. Our policy is not to pursue collection of amounts determined to qualify for financial assistance; therefore, we do not report these amounts in net operating revenues. Most states include an estimate of the cost of charity care in the determination of a hospital’s eligibility for Medicaid disproportionate share hospital payments. These payments are intended to mitigate our cost of uncompensated care. Some states have also developed provider fee or other supplemental payment programs to mitigate the shortfall of Medicaid reimbursement compared to the cost of caring for Medicaid patients. We participate in various provider fee programs, which help reduce the amount of uncompensated care from indigent patients and those covered by Medicaid. The following table summarizes the amount and classification of assets and liabilities in the accompanying Consolidated Balance Sheets related to California’s provider fee program: December 31, 2023 2022 Assets: Other current assets $ 329 $ 367 Investments and other assets $ 334 $ 197 Liabilities: Other current liabilities $ 172 $ 145 Other long-term liabilities $ 135 $ 63 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: Years Ended December 31, 2023 2022 2021 Estimated costs for: Uninsured patients $ 499 $ 537 $ 650 Charity care patients 110 83 97 $ 609 $ 620 $ 747 |
CONTRACT BALANCES
CONTRACT BALANCES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | CONTRACT BALANCES Hospital Operations Segment Our Hospital Operations segment’s contract assets and liabilities primarily derive from: (1) patients receiving ongoing inpatient care from one of our facilities at the end of the reporting period; (2) timing differences between our performance of revenue cycle management and other contractually-based services and the invoicing or receipt of payment for these services; and, with respect to the year ended December 31, 2021 as discussed below, (3) advance payments from the MAPP following its expansion under the COVID Acts. Our Hospital Operations segment’s contract assets were included in other current assets, and its contract liabilities are included in other current liabilities or other long‑term liabilities, depending upon when we expect to recognize the underlying revenue, in the accompanying Consolidated Balance Sheets at December 31, 2023 and 2022. The opening and closing balances of our Hospital Operations segment’s receivables, contract assets, and current and long‑term contract liabilities were as follows: Receivables Contract Assets – Contract Liabilities – Contract Liabilities – December 31, 2022 $ 37 $ 200 $ 110 $ 13 December 31, 2023 21 208 59 12 Increase (decrease) $ (16) $ 8 $ (51) $ (1) December 31, 2021 $ 28 $ 199 $ 955 $ 15 December 31, 2022 37 200 110 13 Increase (decrease) $ 9 $ 1 $ (845) $ (2) At December 31, 2021, the current portion of our Hospital Operations segment’s contract liabilities included $876 million of MAPP advances. All remaining MAPP advances received by our Hospital Operations segment were either repaid or recouped during 2022, which resulted in no outstanding liability at December 31, 2023 and 2022. In the years ended December 31, 2023 and 2022, we recognized revenue totaling $71 million and $56 million, respectively, from our revenue cycle management services that was included in the opening current deferred revenue liability. This revenue consists primarily of prepayments for those contract clients who were billed in advance, changes in estimates related to metric‑based services and up‑front integration services that are recognized over the service period. Contract Costs— We recognized amortization expense related to deferred contract setup costs of $5 million in the year ended December 31, 2023, and $4 million in each of the years ended December 31, 2022 and 2021. At December 31, 2023 and 2022, the unamortized customer contract costs were $22 million and $24 million, respectively, and were presented as part of investments and other assets in the accompanying Consolidated Balance Sheets. Ambulatory Care Segment All remaining MAPP advances received by our Ambulatory Care segment were either repaid or recouped during 2022, which resulted in no outstanding liability at December 31, 2023 and 2022. The opening and closing balances of contract liabilities for our Ambulatory Care segment were as follows: Contract Liabilities – Current Advances from Medicare December 31, 2021 $ 4 December 31, 2022 — Decrease $ (4) 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 and other uninsured discount and charity programs. Net operating revenues for our Hospital Operations segment also includes revenues from providing revenue cycle management and value‑based care services to hospitals, health systems, physician practices, employers and other clients. The table below presents our sources of net operating revenues: Years Ended December 31, 2023 2022 2021 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 2,383 $ 2,369 $ 2,615 Medicaid 1,233 1,069 1,254 Managed care 10,248 9,607 9,985 Uninsured 96 141 199 Indemnity and other 590 661 706 Total 14,550 13,847 14,759 Other revenues (1) 2,133 2,079 2,008 Total Hospital Operations 16,683 15,926 16,767 Ambulatory Care 3,865 3,248 2,718 Net operating revenues $ 20,548 $ 19,174 $ 19,485 (1) Primarily revenue from physician practices and revenue cycle management. Revenue from revenue cycle management services is included in other revenues for all periods presented to conform with our new reporting segment structure. Revenues related to the Texas Comprehensive Hospital Increase Reimbursement Program (“CHIRP”) are presented in managed care net patient service revenues in the table above. Amounts we were assessed to support CHIRP following its approval in 2022 were presented in Medicaid revenues during that period, but have been reclassified to managed care revenues to conform to the current‑year presentation in the same payer group as the revenues to more clearly reflect the results of our participation in this program. Assessments to support CHIRP totaled $126 million and $123 million during the years ended December 31, 2023 and 2022, respectively. Adjustments for prior‑year cost reports and related valuation allowances, principally related to Medicare and Medicaid, increased revenues in the years ended December 31, 2023, 2022 and 2021 by $24 million, $10 million and $26 million, respectively. Estimated cost report settlements and valuation allowances were included in accounts receivable in the accompanying Consolidated Balance Sheets (see Note 3). We believe that we have made adequate provision for any adjustments that may result from final determination of amounts earned under all the above arrangements with Medicare and Medicaid. The following table presents the composition of net operating revenues for our Ambulatory Care segment: Years Ended December 31, 2023 2022 2021 Net patient service revenues $ 3,713 $ 3,115 $ 2,604 Management fees 123 110 86 Revenue from other sources 29 23 28 Net operating revenues $ 3,865 $ 3,248 $ 2,718 Performance Obligations The following table includes revenue from revenue cycle management services 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, variable‑based escalators, performance incentives, penalties or other variable consideration that is considered constrained. Our contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Years Ending December 31, Later Years Total 2024 2025 2026 2027 2028 Performance obligations $ 6,026 $ 685 $ 684 $ 683 $ 683 $ 683 $ 2,608 |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE In November 2023, we entered into a definitive agreement for the sale of three hospitals located in South Carolina and certain related operations (together, the “SC Hospitals”), all of which were held by our Hospital Operations segment. The assets and liabilities related to the SC Hospitals were included in assets held for sale and liabilities held for sale, respectively, in the accompanying Consolidated Balance Sheet at December 31, 2023. We received pre-tax proceeds of approximately $2.400 billion when this sale closed in January 2024. In January 2023, we entered into a definitive agreement to sell our 51% ownership interest in San Ramon Regional Medical Center and certain related operations (“San Ramon RMC”), which is held by our Hospital Operations segment, to John Muir Health (“John Muir”). We reclassified the assets and liabilities related to San Ramon RMC to assets held for sale and liabilities held for sale, respectively, in our consolidated balance sheet following our decision to sell our ownership interest. John Muir announced it no longer intended to pursue the acquisition after the U.S. Federal Trade Commission took action to challenge the transaction, following which we removed the assets and liabilities from held for sale and reclassified them as held and used in our consolidated balance sheet. We completed the sale of five Miami‑area hospitals and certain related operations (the “Miami Hospitals”) held by our Hospital Operations segment in August 2021, resulting in our recognition of a pre‑tax gain on sale of $406 million in the year ended December 31, 2021. In the three months ended June 30, 2021, we completed the sale of the majority of our UCCs operated under the MedPost and CareSpot brands by our Hospital Operations and Ambulatory Care segments, and we also completed the separate sale of a Philadelphia‑area building held by our Hospital Operations segment. We recorded a gain related to the sale of the UCCs of $14 million and a gain of $2 million related to the sale of the building in Philadelphia in 2021. Gains related to the sales described above were included in net gains on sales, consolidation and deconsolidation of facilities in the accompanying Consolidated Statement of Operations for the year ended December 31, 2021. No impairment charge was incurred during the years ended December 31, 2023, 2022 or 2021 related to planned divestitures. Assets and liabilities classified as held for sale at December 31, 2023 were comprised of the following: Accounts receivable $ 78 Other current assets 25 Investments and other long-term assets 26 Property and equipment 204 Other intangible assets 17 Goodwill 425 Current liabilities (45) Long-term liabilities (24) Net assets held for sale $ 706 The following table presents amounts included in income from continuing operations, before income taxes, related to significant components of our business that were recently disposed of or were classified as held for sale at December 31, 2023: Years Ended December 31, 2023 2022 2021 Significant disposals: Income (loss) from continuing operations, before income taxes: Miami Hospitals (includes a $406 million gain on sale in 2021) $ (3) $ 10 $ 455 Significant planned divestitures classified as held for sale: Income from continuing operations, before income taxes: SC Hospitals $ 130 $ 127 $ 135 |
IMPAIRMENT AND RESTRUCTURING CH
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring Costs and Asset Impairment Charges [Abstract] | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS We recognized impairment charges on certain assets in 2023, 2022 and 2021 because the fair values of those assets or groups of assets indicated that the carrying amount was not recoverable. The fair value estimates were derived from third‑party appraisals, established market values of comparable assets, or internally developed estimates of future net cash flows. These fair value estimates can change by material amounts in subsequent periods. Many factors and assumptions can impact the estimates, including the future financial results of the facilities, how the facilities are operated in the future, changes in healthcare industry trends and regulations, and the nature of the ultimate disposition of the assets. In certain cases, these fair value estimates assume the highest and best use of facility assets in the future to a marketplace participant is other than as a medical facility. In these cases, the estimates are based on the fair value of the real property and equipment if utilized other than as a medical facility. The impairment recognized does not include the costs of closing the facilities or other future operating costs, which could be substantial. Accordingly, the ultimate net cash realized from the facilities, should we choose to sell them, could be significantly less than their impaired value. Our impairment tests presume stable, improving or, in some cases, declining operating results in our facilities, which are based on programs and initiatives being implemented that are designed to achieve each facility’s most recent projections. If these projections are not met, or negative trends occur that impact our future outlook, future impairments of long-lived assets and goodwill may occur, and we may incur additional restructuring charges, which could be material. Our reporting segments are the reporting units used to perform our goodwill analysis. At December 31, 2022, our business was organized into three separate reporting segments: Hospital Operations and other, Ambulatory Care and Conifer. As discussed in Note 1, we combined our Hospital Operations and other and Conifer segments into a single reporting segment named Hospital Operations and Services (Hospital Operations) during the three months ended December 31, 2023. We performed our annual goodwill impairment analysis as of October 1, 2023 based on our three separate reporting segments. We performed an additional goodwill impairment analysis as of December 31, 2023, following the combination of our Hospital Operations and other and Conifer segments, based on our new two-segment structure. Neither of the impairment analyses resulted in the identification of a goodwill impairment. 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 support operations at our GBC. Certain restructuring and acquisition‑related costs are based on estimates. Changes in estimates are recognized as they occur. Year Ended December 31, 2023 During the year ended December 31, 2023, we recorded impairment and restructuring charges and acquisition‑related costs of $137 million, consisting of $79 million of restructuring charges, $43 million of impairment charges and $15 million of acquisition‑related transaction costs. Impairment charges for the year ended December 31, 2023 primarily arose from the write‑down of our investment in certain equity method investments held by our Ambulatory Care segment. Restructuring charges consisted of $36 million of legal costs related to the sale of certain businesses, $15 million of employee severance costs, $12 million related to the transition of various administrative functions to our GBC, $10 million of contract and lease termination fees, and $6 million of other restructuring costs. Year Ended December 31, 2022 During the year ended December 31, 2022, we recorded impairment and restructuring charges and acquisition‑related costs of $226 million, consisting of $118 million of restructuring charges, $94 million of impairment charges and $14 million of acquisition‑related transaction costs. Impairment charges included $82 million for the write‑down of certain buildings and medical equipment located in one of our markets to their estimated fair values, which assets are part of our Hospital Operations segment. Material adverse trends in our estimates of future undiscounted cash flows of the hospitals indicated the aggregate carrying value of the hospitals’ long‑lived assets was not recoverable from their estimated future cash flows. We believe the most significant factors contributing to the adverse financial trends included decreased revenues and lower patient volumes due to the pandemic and competition, as well as higher labor costs because of the pandemic. As a result, we updated the estimate of the fair value of the hospitals’ long‑lived assets and compared it to the aggregate carrying value of those assets. Because the fair value estimates were lower than the aggregate carrying value of the long‑lived assets, an impairment charge was recorded for the difference in the amounts. The aggregate carrying value of the hospitals’ assets held and used for which impairment charges were recorded was $167 million at December 31, 2022. Impairment charges for the year ended December 31, 2022 were comprised of $88 million from our Hospital Operations segment and $6 million from our Ambulatory Care segment. Restructuring charges consisted of $27 million of employee severance costs, $16 million related to the transition of various administrative functions to our GBC, $32 million of contract and lease termination fees, and $43 million of other restructuring costs. Year Ended December 31, 2021 During the year ended December 31, 2021, we recorded impairment and restructuring charges and acquisition‑related costs of $85 million, consisting of $57 million of restructuring charges, $8 million of impairment charges and $20 million of acquisition‑related costs. Restructuring charges consisted of $14 million of employee severance costs, $19 million related to the transition of various administrative functions to our GBC and $24 million of other restructuring costs. Our impairment charges for the year ended December 31, 2021, comprised of $5 million from our Ambulatory Care segment and $3 million from our Hospital Operations segment, primarily consisted of charges to reduce the carrying value of certain management contract intangible assets held by our Ambulatory Care segment to their estimated fair value. Acquisition‑related costs for the year ended December 31, 2021 consisted of $20 million of transaction costs. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The following table presents the components of our right‑of‑use assets and liabilities related to leases and their classification in our Consolidated Balance Sheets: December 31, Component of Lease Balances Classification in Consolidated Balance Sheets 2023 2022 Assets: Operating lease assets Investments and other assets $ 1,083 $ 1,129 Finance lease assets Property and equipment, at cost, less accumulated depreciation and amortization 253 303 Total leased assets $ 1,336 $ 1,432 Liabilities: Operating lease liabilities: Current Other current liabilities $ 204 $ 207 Long-term Other long-term liabilities 1,007 1,046 Total operating lease liabilities 1,211 1,253 Finance lease liabilities: Current Current portion of long-term debt 84 99 Long-term Long-term debt, net of current portion 120 165 Total finance lease liabilities 204 264 Total lease liabilities $ 1,415 $ 1,517 The following table presents the components of our lease expense and their classification in our Consolidated Statements of Operations: Component of Lease Expense Classification in Consolidated Statements of Operations Years Ended December 31, 2023 2022 2021 Operating lease expense Other operating expenses, net $ 259 $ 262 $ 241 Finance lease expense: Amortization of leased assets Depreciation and amortization 55 58 71 Interest on lease liabilities Interest expense 8 8 9 Total finance lease expense 63 66 80 Variable and short term-lease expense Other operating expenses, net 159 150 171 Total lease expense $ 481 $ 478 $ 492 The weighted‑average lease terms and discount rates for operating and finance leases are presented in the following table: Years Ended December 31, 2023 2022 2021 Weighted-average remaining lease term (years): Operating leases 7.6 8.0 7.5 Finance leases 6.0 5.5 5.7 Weighted-average discount rate: Operating leases 5.0 % 4.8 % 5.1 % Finance leases 6.5 % 5.9 % 5.4 % Cash flow and other information related to leases is included in the following table: Years Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 258 $ 250 $ 237 Operating cash outflows from finance leases $ 13 $ 14 $ 12 Financing cash outflows from finance leases $ 107 $ 118 $ 140 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 168 $ 341 $ 176 Finance leases $ 55 $ 97 $ 136 Future maturities of lease liabilities at December 31, 2023 are presented in the following table: Operating Leases Finance Leases Total 2024 $ 255 $ 95 $ 350 2025 225 54 279 2026 190 24 214 2027 165 9 174 2028 136 7 143 Later years 494 70 564 Total lease payments 1,465 259 1,724 Less: Imputed interest 254 55 309 Total lease obligations 1,211 204 1,415 Less: Current obligations 204 84 288 Long-term lease obligations $ 1,007 $ 120 $ 1,127 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 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. |
LEASES | LEASES The following table presents the components of our right‑of‑use assets and liabilities related to leases and their classification in our Consolidated Balance Sheets: December 31, Component of Lease Balances Classification in Consolidated Balance Sheets 2023 2022 Assets: Operating lease assets Investments and other assets $ 1,083 $ 1,129 Finance lease assets Property and equipment, at cost, less accumulated depreciation and amortization 253 303 Total leased assets $ 1,336 $ 1,432 Liabilities: Operating lease liabilities: Current Other current liabilities $ 204 $ 207 Long-term Other long-term liabilities 1,007 1,046 Total operating lease liabilities 1,211 1,253 Finance lease liabilities: Current Current portion of long-term debt 84 99 Long-term Long-term debt, net of current portion 120 165 Total finance lease liabilities 204 264 Total lease liabilities $ 1,415 $ 1,517 The following table presents the components of our lease expense and their classification in our Consolidated Statements of Operations: Component of Lease Expense Classification in Consolidated Statements of Operations Years Ended December 31, 2023 2022 2021 Operating lease expense Other operating expenses, net $ 259 $ 262 $ 241 Finance lease expense: Amortization of leased assets Depreciation and amortization 55 58 71 Interest on lease liabilities Interest expense 8 8 9 Total finance lease expense 63 66 80 Variable and short term-lease expense Other operating expenses, net 159 150 171 Total lease expense $ 481 $ 478 $ 492 The weighted‑average lease terms and discount rates for operating and finance leases are presented in the following table: Years Ended December 31, 2023 2022 2021 Weighted-average remaining lease term (years): Operating leases 7.6 8.0 7.5 Finance leases 6.0 5.5 5.7 Weighted-average discount rate: Operating leases 5.0 % 4.8 % 5.1 % Finance leases 6.5 % 5.9 % 5.4 % Cash flow and other information related to leases is included in the following table: Years Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 258 $ 250 $ 237 Operating cash outflows from finance leases $ 13 $ 14 $ 12 Financing cash outflows from finance leases $ 107 $ 118 $ 140 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 168 $ 341 $ 176 Finance leases $ 55 $ 97 $ 136 Future maturities of lease liabilities at December 31, 2023 are presented in the following table: Operating Leases Finance Leases Total 2024 $ 255 $ 95 $ 350 2025 225 54 279 2026 190 24 214 2027 165 9 174 2028 136 7 143 Later years 494 70 564 Total lease payments 1,465 259 1,724 Less: Imputed interest 254 55 309 Total lease obligations 1,211 204 1,415 Less: Current obligations 204 84 288 Long-term lease obligations $ 1,007 $ 120 $ 1,127 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 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. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
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 Consolidated Balance Sheets: December 31, 2023 2022 Senior unsecured notes: 6.125% due 2028 $ 2,500 $ 2,500 6.875% due 2031 362 362 Senior secured first lien notes: 4.625% due July 2024 — 756 4.625% due September 2024 — 589 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 6.125% due 2030 2,000 2,000 6.750% due 2031 1,350 — Senior secured second lien notes: 6.250% due 2027 1,500 1,500 Finance leases, mortgages and other notes 361 453 Unamortized issue costs and note discounts (121) (131) Long-term debt 15,002 15,079 Less: Current portion 120 145 Long-term debt, net of current portion $ 14,882 $ 14,934 Senior Unsecured Notes and Senior Secured Notes At December 31, 2023, we had senior unsecured notes and senior secured notes with aggregate principal amounts outstanding of $14.762 billion. These notes have fixed interest rates ranging from 4.250% to 6.875% and require semi‑annual interest payments in arrears. A payment of the principal and any accrued but unpaid interest is due upon the maturity date of the respective notes, which dates are staggered from January 2026 through November 2031. We completed the following transactions related to our senior secured notes during the years ended December 31, 2023 and 2022. 2023 Transactions: • In May 2023, we issued $1.350 billion aggregate principal amount of 6.750% senior secured first lien notes, which will mature on May 15, 2031 (the “2031 Senior Secured First Lien Notes”). We pay interest on the 2031 Senior Secured First Lien Notes semi-annually in arrears on May 15 and November 15 of each year, which payments commenced on November 15, 2023. We used the issuance proceeds, together with cash on hand, to finance the redemption of our 4.625% senior secured first lien notes due September 2024 (the “September 2024 Senior Secured First Lien Notes”) and our 4.625% senior secured first lien notes due July 2024 (the “July 2024 Senior Secured First Lien Notes”), as described below. • Also in May 2023, we paid $596 million using a portion of the proceeds from the issuance of our 2031 Senior Secured First Lien Notes to redeem all $589 million aggregate principal amount outstanding of our September 2024 Senior Secured First Lien Notes in advance of their maturity date. • In June 2023, we used the remaining proceeds from the issuance of our 2031 Senior Secured First Lien Notes along with cash on hand to redeem all $756 million aggregate principal amount outstanding of our July 2024 Senior Secured First Lien Notes in advance of their maturity date. 2022 Transactions: • 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. • On June 15, 2022, we issued $2.000 billion aggregate principal amount of 6.125% senior secured first lien notes, which will mature on June 15, 2030 (the “2030 Senior Secured First Lien Notes”). We pay interest on the 2030 Senior Secured First Lien Notes semi‑annually in arrears on June 15 and December 15 of each year, which payments commenced in December 2022. As further discussed below, we used a substantial portion of the issuance proceeds from the 2030 Senior Secured First Lien Notes, after payment of fees and expenses, to finance the redemption of our 6.750% senior unsecured notes due 2023 (the “2023 Senior Unsecured Notes”). • Through a series of open‑market transactions during the six months ended June 30, 2022, we repurchased $124 million aggregate principal amount outstanding of our 2023 Senior Unsecured Notes using cash on hand. Following the issuance of our 2030 Senior Secured First Lien Notes, we used a substantial portion of the proceeds to redeem the then-remaining $1.748 billion aggregate principal outstanding of the 2023 Senior Unsecured Notes in advance of their maturity date. In total, we paid $1.933 billion during the six months ended June 30, 2022 to retire all $1.872 billion aggregate principal amount outstanding of our 2023 Senior Unsecured Notes. • During the three months ended December 31, 2022, we paid a total of $13 million from cash on hand through multiple open‑market transactions to repurchase $14 million of the $770 million aggregate principal amount then outstanding of our July 2024 Senior Secured First Lien Notes in advance of their maturity date. • Also during the three months ended December 31, 2022, we repurchased $11 million of the then‑remaining $600 million aggregate principal amount outstanding of our September 2024 Senior Secured First Lien Notes in advance of their maturity date. We made aggregate payments of $11 million from cash on hand through multiple open‑market transactions to repurchase these notes. We recorded net losses from the early extinguishment of debt of $11 million and $109 million in connection with the aforementioned purchases and redemptions during the years ended December 31, 2023 and 2022, respectively. The losses recognized during both periods primarily related to the differences between the purchase or redemption prices and the par values of the notes, as well as the write‑off of associated unamortized issuance costs. All of our senior secured notes are guaranteed by certain of our wholly owned domestic hospital company subsidiaries and secured by a pledge of the capital stock and other ownership interests of those subsidiaries on either a first lien or second lien basis, as indicated in the table above. All of our senior secured notes and the related subsidiary guarantees are our and the subsidiary guarantors’ senior secured obligations. All of our senior secured notes rank equally in right of payment with all of our other senior secured indebtedness. Our senior secured notes rank senior to any subordinated indebtedness that we or such subsidiary guarantors may incur; they are effectively senior to our and such subsidiary guarantors’ existing and future unsecured indebtedness and other liabilities to the extent of the value of the collateral securing the notes and the subsidiary guarantees; they are effectively subordinated to our and such subsidiary guarantors’ obligations under our senior secured revolving credit facility (as amended to date, the “Credit Agreement”) to the extent of the value of the collateral securing borrowings thereunder; and they are structurally subordinated to all obligations of our non‑guarantor subsidiaries. The indentures setting forth the terms of our senior secured notes contain provisions governing our ability to redeem the notes and the terms by which we may do so. At our option, we may redeem our senior secured notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the notes redeemed plus the make‑whole premium set forth in the related indenture, together with accrued and unpaid interest thereon, if any, to the redemption date. Certain series of the senior secured notes may also be redeemed, in whole or in part, at certain redemption prices set forth in the applicable indentures, together with accrued and unpaid interest. In addition, we may be required to purchase for cash all or any part of each series of our senior secured notes upon the occurrence of a change of control (as defined in the applicable indentures) for a cash purchase price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest. All of our senior unsecured notes are general unsecured senior debt obligations that rank equally in right of payment with all of our other unsecured senior indebtedness, but are effectively subordinated to our senior secured notes described above, the obligations of our subsidiaries and any obligations under our Credit Agreement to the extent of the value of the collateral. We may redeem any series of our senior unsecured notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a make‑whole premium specified in the applicable indenture, if any, together with accrued and unpaid interest to the redemption date. Credit Agreement Our Credit Agreement 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. In April 2021, we amended the Credit Agreement to, among other things, extend the incremental borrowing capacity made temporarily available to us beginning in April 2020 (the “Increased Commitments”), which was schedule to expire in April 2021, through April 2022 and reduce the interest rate margins. In March 2022, we further amended our Credit Agreement to, among other things, (1) 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, (2) extend the scheduled maturity date to March 16, 2027, and (3) replace the London Interbank Offered Rate (“LIBOR”) as the reference interest rate. At December 31, 2023, 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 at December 31, 2023. 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 Secured Overnight Financing Rate (“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. 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. 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. We amended the LC Facility in September 2023 to, among other things, (1) extend the scheduled maturity date from September 12, 2024 to March 16, 2027, and (2) replace LIBOR with Term SOFR as the reference interest rate. 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, as defined in the LC Facility, 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. 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. At December 31, 2023, we had $111 million of standby letters of credit outstanding under the LC Facility and were in compliance with all applicable covenants and conditions. Covenants Senior Secured Notes —The indentures governing our senior secured notes contain covenants that, among other things, restrict our ability and the ability of our subsidiaries to incur liens, consummate asset sales, enter into sale and lease‑back transactions or consolidate, merge or sell all or substantially all of our or their assets, other than in certain transactions between one or more of our wholly owned subsidiaries. These restrictions, however, are subject to a number of exceptions and qualifications. In particular, there are no restrictions on our ability or the ability of our subsidiaries to incur additional indebtedness, make restricted payments, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, enter into transactions with affiliates or make advances to, or invest in, other entities (including unaffiliated entities). In addition, the indentures governing our senior secured notes contain a covenant that neither we nor any of our subsidiaries will incur secured debt, unless at the time of and after giving effect to the incurrence of such debt, the aggregate amount of all such secured debt (including the aggregate principal amount of senior secured notes outstanding and any outstanding borrowings under our Credit Agreement at such time) does not exceed the amount that would cause the secured debt ratio (as defined in the indentures) to exceed 4.00 to 1.00. Senior Unsecured Notes —The indentures governing our senior unsecured notes contain covenants and conditions that have, among other requirements, limitations on (1) liens on “principal properties” and (2) sale and lease‑back transactions with respect to principal properties. A principal property is defined in the senior unsecured notes indentures as a hospital that has an asset value on our books in excess of 5% of our consolidated net tangible assets, as defined in such indentures. The above limitations do not apply, however, to (1) debt that is not secured by principal properties or (2) debt that is secured by principal properties if the aggregate of such secured debt does not exceed 15% of our consolidated net tangible assets, as further described in the indentures. The senior unsecured notes indentures also prohibit the consolidation, merger or sale of all or substantially all assets unless no event of default would result after giving effect to such transaction. Credit Agreement —Our Credit Agreement contains customary covenants for an asset‑backed facility, including a minimum fixed charge coverage ratio to be met if the designated excess availability under the revolving credit facility falls below $150 million, as well as limits on debt, asset sales and prepayments of certain other debt. The Credit Agreement also includes a provision, which we believe is customary in receivables‑backed credit facilities, that gives our lenders the right to require that proceeds of collections of substantially all of our consolidated accounts receivable be applied directly to repay outstanding loans and other amounts that are due and payable under the Credit Agreement at any time that unused borrowing availability under the revolving credit facility is less than $150 million for three Future Maturities Future long‑term debt maturities, including finance lease obligations were as follows as of December 31, 2023: Years Ending December 31, Later Years Total 2024 2025 2026 2027 2028 Long-term debt, including finance lease obligations $ 15,123 $ 120 $ 92 $ 2,149 $ 3,029 $ 3,114 $ 6,619 |
GUARANTEES
GUARANTEES | 12 Months Ended |
Dec. 31, 2023 | |
Guarantees [Abstract] | |
GUARANTEES | GUARANTEES Consistent with our policy on physician relocation and recruitment, we provide income guarantee agreements to certain physicians who agree to relocate to fill a community need in the service area of one of our hospitals and commit to remain in practice in the area for a specified period of time. Under such agreements, we are required to make payments to the physicians in excess of the amounts they earn in their practices up to the amount of the income guarantee. The income guarantee periods are typically 12 months. If a physician does not fulfill his or her commitment period to the community, which is typically three years subsequent to the guarantee period, we seek recovery of the income guarantee payments from the physician on a prorated basis. We also provide revenue collection guarantees to hospital‑based physician groups providing certain services at our hospitals with terms generally ranging from one At December 31, 2023, 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 $356 million. We had a total liability of $274 million recorded for these guarantees included in other current liabilities in the accompanying Consolidated Balance Sheet at December 31, 2023. At December 31, 2023, 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 $88 million. Of the total, $21 million relates to the obligations of consolidated subsidiaries, which obligations were recorded in other current liabilities in the accompanying Consolidated Balance Sheet at December 31, 2023. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans We have granted stock options and restricted stock units (“RSUs”) to certain of our employees and directors pursuant to our stock incentive plans. Stock options have an exercise price equal to the fair market value of the shares on the date of grant and generally expire 10 years from the date of grant. An RSU is a contractual right to receive one share of our common stock in the future, and the fair value of the RSU is based on our share price on the grant date. Typically, stock options and time‑based RSUs vest one‑third on each of the first three We also grant performance‑based RSUs that vest subject to the achievement of specified performance goals within a specified time frame. The performance‑based RSUs may contain provisions that increase or decrease the number of RSUs that ultimately vest, depending upon the level of achievement. For certain of our performance‑based awards, the number of options or RSUs that ultimately vest is also subject to adjustment based on the achievement of a market‑based condition. These adjustments generally range from 0% to 200% of the number of RSUs initially granted for awards made prior to December 31, 2022, and from 0% to 225% for certain awards granted after that date. The fair value of awards that contain a market‑based condition is estimated using a discrete model to analyze the fair value of the subject shares. The discrete model utilizes multiple stock paths, through the use of a Monte Carlo simulation, which paths are then analyzed to determine the fair value of the subject shares. Pursuant to the terms of our stock‑based compensation plans, awards granted under the plan vest and may be exercised as determined by the human resources committee of our board of directors. In the event of a change in control, the human resources committee of our board of directors may, at its sole discretion without obtaining shareholder approval, accelerate the vesting or performance periods of the awards. At December 31, 2023, assuming outstanding performance‑based RSUs for which performance has not yet been determined will achieve target performance, approximately 8,895 thousand shares of common stock were available under our 2019 Stock Incentive Plan for future stock option grants and other equity incentive awards, including RSUs. The accompanying Consolidated Statements of Operations include pre-tax compensation costs related to our stock‑based compensation arrangements of $66 million for the year ended December 31, 2023, and $56 million for each of the years ended December 31, 2022 and 2021. Stock Options The following table summarizes stock option activity during the years ended December 31, 2023, 2022 and 2021: Number of Options Wtd. Avg. Aggregate Wtd. Avg (In Millions) Outstanding at December 31, 2020 912,531 $ 22.51 Exercised (391,533) $ 20.66 Outstanding at December 31, 2021 520,998 $ 23.90 Exercised (60,051) $ 28.26 Outstanding at December 31, 2022 460,947 $ 23.33 Exercised (76,507) $ 26.07 Outstanding at December 31, 2023 384,440 $ 22.79 $ 20 4.1 years The stock options exercised during both of the years ended December 31, 2023 and 2022 had aggregate intrinsic values of $4 million, and the stock options exercised during the year ended December 31, 2021 had an aggregate intrinsic value of $15 million. No stock options were granted during the years ended December 31, 2023, 2022 or 2021, and all outstanding options were vested and exercisable at December 31, 2023. The following table summarizes information about our outstanding stock options at December 31, 2023: Options Outstanding and Exercisable Range of Exercise Prices Number of Wtd. Avg. Wtd. Avg. $18.99 to $20.609 255,845 3.6 years $ 19.62 $20.61 to $35.430 128,595 5.1 years $ 29.07 384,440 4.1 years $ 22.79 As of December 31, 2023, 30.8% of all our outstanding options were held by current employees and 69.2% were held by former employees. All of our outstanding options were in‑the‑money, that is, they had exercise price less than the $75.57 market price of our common stock on December 31, 2023. Restricted Stock Units The following table summarizes RSU activity during the years ended December 31, 2023, 2022 and 2021: Restricted Wtd. Avg. Grant Date Fair Unvested at December 31, 2020 2,095,206 $ 25.87 Granted 900,018 $ 58.61 Vested (765,814) $ 30.51 Forfeited (58,208) $ 37.60 Unvested at December 31, 2021 2,171,202 $ 40.51 Granted 641,205 $ 80.79 Vested (1,187,384) $ 37.18 Forfeited (104,605) $ 53.58 Unvested at December 31, 2022 1,520,418 $ 66.36 Granted 759,590 $ 60.88 Performance-based adjustment 185,901 $ 48.97 Vested (954,401) $ 48.75 Forfeited (90,445) $ 64.61 Unvested at December 31, 2023 1,421,063 $ 66.46 The table below summarizes the time-based RSUs granted during the year ended December 31, 2023: No. of RSUs Granted Vesting Terms 309,282 RSUs will vest and be settled ratably over a three 42,626 RSUs will vest and be settled on the fifth anniversary of the grant date 42,100 RSUs granted to our non-employee directors for the 2023-2024 board service year, which vested immediately and will be settled on the third anniversary of the grant date 33,586 RSUs vested and settled in December 2023 20,707 RSUs will vest and be settled upon the relocation of one of our executive officers 2,007 RSUs will vest and be settled on the third anniversary of the grant date The table below summarizes the performance-based RSUs granted during the year ended December 31, 2023: No. of RSUs Granted Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 301,562 RSUs will vest and be settled on the third anniversary of the grant date 2023 to 2025 — % 225 % 185,901 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2020 7,720 RSUs will vest and be settled on the third anniversary of the grant date 2023 to 2025 — % 200 % The table below summarizes the time-based RSUs granted during the year ended December 31, 2022: No. of RSUs Granted Vesting Terms 237,381 RSUs will vest and be settled ratably over a three 53,716 RSUs were scheduled to vest and be settled ratably over 11 quarterly periods 35,482 RSUs granted to our non-employee directors for the 2022-2023 board service year vested immediately and will be settled on the third anniversary of the grant date 9,215 RSUs will vest and be settled ratably over a four 7,325 RSUs granted to a non-executive member of the board of directors for his service as chairman of the board; award vested and settled in December 2023 6,170 RSUs will vest and be settled evenly on the third and fourth anniversaries of the grant date 4,608 RSUs will vest and be settled on the second anniversary of the grant date In addition, we granted 287,308 performance‑based RSUs during the year ended December 31, 2022; the vesting of these RSUs 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 be settled 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 287,308 units granted, depending on our level of achievement with respect to the performance goals. The table below summarizes the time-based RSUs granted during the year ended December 31, 2021: No. of RSUs Granted Vesting Terms 263,180 RSUs will vest and be settled ratably over a three 189,215 RSUs were scheduled to vest and be settled ratably over eight quarterly periods from the grant date 53,341 RSUs will vest and be settled on the fourth anniversary of the grant date 38,366 RSUs granted to our non-employee directors for the 2021-2022 board service year, which vested immediately and will be settled on the third anniversary of the grant date 33,351 RSUs will vest and be settled on the third anniversary of the grant date 14,192 RSUs vested on December 31, 2021 and were settled in January 2022 8,509 RSUs, one-third of which will vest and be settled on the second anniversary of the grant date and the remainder of which will vest and be settled on the fourth anniversary 1,372 RSUs granted to a new member of our board of directors, which vested immediately and will be settled upon separation from the board The table below summarizes the performance-based RSUs granted during the year ended December 31, 2021: No. of RSUs Granted Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 244,259 RSUs will vest and be settled on the third anniversary of the grant 2021 to 2023 — % 200 % 53,341 RSUs will vest and be settled on the fourth anniversary of the grant date 2021 to 2025 — % 200 % 892 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2018 Included in the 2022 and 2021 time-based RSU grants were 53,716 and 189,215 RSUs, respectively, granted to our former Executive Chairman. Furthermore, of the total 2022 performance-based RSUs, 53,716 were also granted to him. These RSUs vested and settled in October 2022, ahead of their scheduled vesting dates, in accordance with the disability provisions of our stock incentive plan. The performance-based awards vested at 100%. Compensation costs related to our stock-based compensation arrangements for the years ended December 31, 2023, 2022 and 2021 included $46 million, $45 million and $42 million of pre-tax compensation costs related to our RSUs, respectively. At December 31, 2023, there were $42 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 2.1 years. For certain of the performance-based RSU grants, the number of units that will ultimately vest is subject to adjustment based on the achievement of a market-based condition. The fair value of these RSUs is estimated through the use of a Monte Carlo simulation. Significant inputs used in our valuation of these RSUs included the following: Years Ended December 31, 2023 2022 2021 Expected volatility 53.6% - 65.6% 39.6% - 68.1% 65.2% - 79.3% Risk-free interest rate 4.2% - 4.8% 1.0% - 1.7% 0.1% - 0.6% USPI Management Equity Plan USPI maintains a separate restricted stock plan (the “USPI 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 RSUs have vested and the subsequent 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 the USPI Management Equity Plan during the years ended December 31, 2023, 2022 and 2021: Restricted Wtd. Avg. Grant Date Fair Unvested at December 31, 2020 2,025,056 $ 34.13 Granted 76,990 $ 34.13 Vested (388,588) $ 34.13 Forfeited (218,576) $ 34.13 Unvested at December 31, 2021 1,494,882 $ 34.13 Vested (369,691) $ 34.13 Forfeited (202,351) $ 34.13 Unvested at December 31, 2022 922,840 $ 34.13 Vested (303,171) $ 34.13 Forfeited (11,685) $ 34.13 Unvested at December 31, 2023 607,984 $ 34.13 USPI did not make any grants under the USPI Management Equity Plan during the years ended December 31, 2023 and 2022. During the year ended December 31, 2021, USPI granted 76,990 RSUs under its management equity plan. Twenty percent of these RSUs vests on each of the first and second anniversaries of the grant date, and the remaining 60% vests on the third anniversary of the grant date. At December 31, 2023, 607,984 RSUs were outstanding under the USPI Management Equity Plan, all of which are expected to vest. The accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 included $20 million, $11 million and $13 million, respectively, of pre-tax compensation costs related to USPI’s management equity plan. During the years ended December 31, 2023, 2022 and 2021, USPI paid $13 million, $11 million and $9 million, respectively, to repurchase a portion of the non‑voting common stock previously issued under the USPI Management Equity Plan. At December 31, 2023, there were 51 thousand outstanding vested shares of non‑voting common stock eligible to be sold to USPI. Other Employee Benefit and Retirement Plans Employee Stock Purchase Plan We have an employee stock purchase plan under which we are currently authorized to issue up to 4,070 thousand shares of common stock to our eligible employees. As of December 31, 2023, there were approximately 2,501 thousand shares available for issuance under our employee stock purchase plan. Under the terms of the plan, eligible employees may elect to have between 1% and 10% of their base earnings withheld each quarter to purchase shares of our common stock. Shares are purchased at a price equal to 95% of the closing price on the last day of the quarter. The plan requires a one‑year holding period for all shares issued. The holding period does not apply upon termination of employment. Under the plan, no individual may purchase, in any year, shares with a fair market value in excess of $25,000. The plan is currently not considered to be compensatory. We issued the following numbers of shares under our employee stock purchase plan: Years Ended December 31, 2023 2022 2021 Number of shares (in thousands) 69 98 90 Weighted average price $ 65.62 $ 54.19 $ 63.01 Defined Contribution Retirement Plans We maintain various other defined contribution plans for the benefit of our employees. During the years ended December 31, 2023, 2022 and 2021, we incurred total expenses from these plans of $126 million, $86 million and $98 million, respectively, primarily related to our contributions to the plans. Substantially all of our employees, upon qualification, are eligible to participate in our defined contribution 401(k) plans. Under the plans, employees may contribute a portion of their eligible compensation, which we may match with employer contributions at our discretion. Employer matching contributions will vary depending on which of our subsidiaries employs the participant and whether the employee is covered under a collective bargaining agreement. Defined Benefit Retirement Plans We maintain three frozen non‑qualified defined benefit pension plans (“SERPs”) that provide supplemental retirement benefits to certain of our current and former executives. These plans are not funded, and plan obligations for these plans are paid from our working capital. Pension benefits are generally based on years of service and compensation. Upon completing the acquisition of Vanguard Health Systems, Inc. on October 1, 2013, we assumed a frozen qualified defined benefit plan (“DMC Pension Plan”) covering substantially all of the employees of our Detroit market that were hired prior to June 1, 2003. The benefits paid under the DMC Pension Plan are primarily based on years of service and final average earnings. During the year ended December 31, 2021, the Society of Actuaries issued the MP‑2021 mortality improvement scale, which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2023 and 2022. The following tables summarize the balance sheet impact, as well as the benefit obligations, funded status and rate assumptions associated with the SERPs and the DMC Pension Plan based on actuarial valuations prepared: December 31, 2023 2022 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,002) $ (1,313) Interest cost (53) (37) Actuarial gain (loss) (15) 265 Benefits paid 84 83 Annuity purchase 36 — Special termination benefit costs (1) — Ending obligations (951) (1,002) Fair value of plans assets Beginning plan assets 648 867 Gain (loss) on plan assets 41 (161) Employer contribution — 2 Benefits paid (61) (60) Annuity purchase (36) — Ending plan assets 592 648 Funded status of plans $ (359) $ (354) Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (24) $ (23) Other long-term liability $ (335) $ (331) Accumulated other comprehensive loss $ 224 $ 222 SERP Assumptions: Discount rate 5.50 % 5.75 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2023 December 31, 2022 DMC Pension Plan Assumptions: Discount rate 5.25 % 5.51 % Compensation increase rate Frozen Frozen Measurement date December 31, 2023 December 31, 2022 (1) The accumulated benefit obligation at December 31, 2023 and 2022 was approximately $951 million and $1.002 billion, respectively. The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2023 2022 2021 Interest costs $ 53 $ 37 $ 36 Expected return on plan assets (36) (42) (53) Amortization of net actuarial loss 7 9 11 Special termination benefit costs 1 — — Net periodic benefit cost (income) $ 25 $ 4 $ (6) SERP Assumptions: Discount rate 5.75 % 3.00 % 2.75 % Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2023 January 1, 2022 January 1, 2021 Census date January 1, 2023 January 1, 2022 January 1, 2021 DMC Pension Plan Assumptions: Discount rate 5.51 % 2.89 % 2.53 % Long-term rate of return on assets 5.75 % 5.00 % 6.25 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2023 January 1, 2022 January 1, 2021 Census date January 1, 2023 January 1, 2022 January 1, 2021 Net periodic benefit costs for the current year are based on assumptions determined at the valuation date of the prior year for the SERPs and the DMC Pension Plan. We recorded gain (loss) adjustments of $(2) million, $72 million and $61 million in other comprehensive income in the years ended December 31, 2023, 2022 and 2021, respectively, to recognize changes in the funded status of our SERPs and the DMC Pension Plan. Changes in the funded status are recorded as a direct increase or decrease to shareholders’ equity through accumulated other comprehensive loss. Net actuarial gains (losses) of $(9) million, $63 million and $50 million were recognized during the years ended December 31, 2023, 2022 and 2021, respectively, and the amortization of net actuarial loss of $7 million, $9 million and $11 million for the years ended December 31, 2023, 2022 and 2021, respectively, were recognized in other comprehensive income. Actuarial gains (losses) affecting the benefit obligation during the years ended December 31, 2023, 2022 and 2021 are primarily attributable to changes in the discount rate utilized for the SERP and DMC Pension Plan. Cumulative net actuarial losses totaled $224 million, $222 million and $294 million as of December 31, 2023, 2022 and 2021, respectively. There were no unrecognized prior service costs at December 31, 2023, 2022 and 2021 that had not yet been recognized as components of net periodic benefit cost. To develop the expected long‑term rate of return on plan assets assumption, the DMC Pension Plan considers the current level of expected returns on risk‑free investments (primarily government bonds), the historical level of risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns on each asset class. The expected return for each asset class is then weighted based on the target asset allocation to develop the expected long‑term rate of return on assets assumption for the portfolio. The weighted‑average asset allocations by asset category as of December 31, 2023, were as follows: Target Actual Cash and cash equivalents — % 1 % Equity securities 20 % 6 % Debt securities 73 % 75 % Alternative investments 7 % 18 % The DMC Pension Plan assets are invested in public commingled vehicles, segregated separately managed accounts, and private commingled vehicles, all of which are managed by professional investment management firms. The objective for all asset categories is to maximize total return without assuming undue risk exposure. The DMC Pension Plan maintains a well‑diversified asset allocation that meets these objectives. The DMC Pension Plan assets are largely comprised of cash and cash equivalents, including but not limited to money market funds and repurchase agreements secured by U.S. Treasury or federal agency obligations, equity securities, including but not limited to the publicly traded shares of U.S. companies with various market capitalizations in addition to international and convertible securities, debt securities including, but not limited to, domestic and foreign government obligations, corporate bonds, and mortgage‑backed securities, and alternative investments. Alternative investments is a broadly defined asset category with the objective of diversifying the overall portfolio, complementing traditional equity and fixed‑income securities and improving the overall performance consistency of the portfolio. Alternative investments may include, but are not limited to, diversified hedge funds in the form of professionally managed pooled limited partnership investments and investments in private markets via professionally managed pooled limited partnership interests. In each investment account, the DMC Pension Plan investment managers are responsible for monitoring and reacting to economic indicators, such as gross domestic product, consumer price index and U.S. monetary policy that may affect the performance of their account. The performance of all managers and the aggregate asset allocation are formally reviewed on a quarterly basis. The current asset allocation objective is to maintain a certain percentage within each asset class allowing for deviation within the established range for each asset class. The portfolio is rebalanced on an as‑needed basis to keep these allocations within the accepted ranges. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. We consider a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices for similar assets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The following tables summarize the DMC Pension Plan assets measured at fair value on a recurring basis as of December 31, 2023 and 2022, aggregated by the level in the fair value hierarchy within which those measurements are determined: Total Level 1 Level 2 Level 3 As of December 31, 2023: Cash and cash equivalents $ 6 $ 6 $ — $ — Equity securities 39 39 — — Fixed income funds 442 442 — — Alternative investments: Private equity securities 97 — — 97 Hedge funds 8 — — 8 $ 592 $ 487 $ — $ 105 As of December 31, 2022: Cash and cash equivalents $ 7 $ 7 $ — $ — Equity securities 89 89 — — Debt Securities: U.S. government obligations 200 200 — — Corporate debt securities 249 249 — — Alternative investments: Private equity securities 78 — — 78 Hedge funds 25 — — 25 $ 648 $ 545 $ — $ 103 The following table presents the estimated future benefit payments to be made from the SERPs and the DMC Pension Plan, a portion of which will be funded from plan assets, for the next five years and in the aggregate for the five years thereafter: Years Ending December 31, Five Years Thereafter Total 2024 2025 2026 2027 2028 Estimated benefit payments $ 789 $ 84 $ 84 $ 83 $ 82 $ 81 $ 375 The SERP and DMC Pension Plan obligations of $359 million at December 31, 2023 are classified in the accompanying Consolidated Balance Sheet as an other current liability of $24 million and defined benefit plan obligations of $335 million based on an estimate of the expected payment patterns. We expect to make total contributions to the plans of approximately $24 million for the year ending December 31, 2024. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The principal components of property and equipment are shown in the table below: December 31, 2023 2022 Land $ 625 $ 661 Buildings and improvements 6,692 6,646 Construction in progress 269 195 Equipment 4,750 4,748 Finance lease assets 378 413 12,714 12,663 Accumulated depreciation and amortization (6,478) (6,201) Net property and equipment $ 6,236 $ 6,462 Property and equipment is stated at cost, less accumulated depreciation and amortization and impairment write‑downs related to assets held and used. We recognized depreciation expense of $696 million, $669 million and $667 million in the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The following table provides information on changes in the carrying amount of goodwill: December 31, 2023 2022 Hospital Operations Goodwill at beginning of period, net of accumulated impairment losses $ 3,411 $ 3,413 Goodwill acquired during the year 133 1 Goodwill related to assets held for sale and disposed (425) (3) Goodwill at end of period, net of accumulated impairment losses $ 3,119 $ 3,411 Ambulatory Care Goodwill at beginning of period $ 6,712 $ 5,848 Goodwill acquired during the year and purchase price allocation adjustments 493 866 Goodwill related to assets held for sale and disposed or deconsolidated facilities (17) (2) Goodwill at end of period $ 7,188 $ 6,712 There were $2.430 billion of accumulated impairment losses related to the goodwill of our Hospital Operations segment at both December 31, 2023 and 2022. There were no accumulated goodwill impairment losses related to our Ambulatory Care segment in either period. The following table provides information regarding other intangible assets, which were included in the accompanying Consolidated Balance Sheets: Gross Accumulated Net Book At December 31, 2023: Other intangible assets with finite useful lives: Capitalized software costs $ 1,712 $ (1,205) $ 507 Contracts 294 (164) 130 Other 91 (78) 13 Other intangible assets with finite lives 2,097 (1,447) 650 Other intangible assets with indefinite useful lives: Trade names 105 — 105 Contracts 609 — 609 Other 4 — 4 Other intangible assets with indefinite lives 718 — 718 Other intangible assets, net $ 2,815 $ (1,447) $ 1,368 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, net $ 2,852 $ (1,428) $ 1,424 Estimated future amortization of intangible assets with finite useful lives at December 31, 2023 was as follows: Total Years Ending December 31, Later Years 2024 2025 2026 2027 2028 Amortization of intangible assets $ 650 $ 132 $ 124 $ 99 $ 84 $ 61 $ 150 We recognized amortization expense of $174 million, $172 million and $188 million in the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, respectively. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS The principal components of other current assets in the accompanying Consolidated Balance Sheets were as follows: December 31, 2023 2022 Prepaid expenses $ 391 $ 400 Contract assets 208 200 California provider fee program receivables 329 367 Receivables from other government programs 282 187 Guarantees 274 143 Non-patient receivables 260 390 Other 95 88 Total other current assets $ 1,839 $ 1,775 The principal components of investments and other assets in the accompanying Consolidated Balance Sheets were as follows: December 31, 2023 2022 Marketable securities $ 48 $ 30 Equity investments in unconsolidated healthcare entities 1,512 1,599 Total investments 1,560 1,629 Cash surrender value of life insurance policies 43 37 Long-term deposits 50 56 California provider fee program receivables 334 197 Operating lease assets 1,083 1,129 Other long-term receivables and other assets 87 99 Total investments and other assets $ 3,157 $ 3,147 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The table below presents our accumulated other comprehensive loss by component: December 31, 2023 2022 Adjustments for defined benefit plans $ (180) $ (178) Unrealized gains on investments (1) (3) Accumulated other comprehensive loss $ (181) $ (181) The following table presents the income tax expense (benefit) from each component of our other comprehensive income: December 31, 2023 2022 Adjustments for defined benefit plans $ — $ 18 Foreign currency translation adjustments and other — (1) Net income tax expense related to items of other comprehensive income $ — $ 17 |
NET OPERATING REVENUES
NET OPERATING REVENUES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
NET OPERATING REVENUES | CONTRACT BALANCES Hospital Operations Segment Our Hospital Operations segment’s contract assets and liabilities primarily derive from: (1) patients receiving ongoing inpatient care from one of our facilities at the end of the reporting period; (2) timing differences between our performance of revenue cycle management and other contractually-based services and the invoicing or receipt of payment for these services; and, with respect to the year ended December 31, 2021 as discussed below, (3) advance payments from the MAPP following its expansion under the COVID Acts. Our Hospital Operations segment’s contract assets were included in other current assets, and its contract liabilities are included in other current liabilities or other long‑term liabilities, depending upon when we expect to recognize the underlying revenue, in the accompanying Consolidated Balance Sheets at December 31, 2023 and 2022. The opening and closing balances of our Hospital Operations segment’s receivables, contract assets, and current and long‑term contract liabilities were as follows: Receivables Contract Assets – Contract Liabilities – Contract Liabilities – December 31, 2022 $ 37 $ 200 $ 110 $ 13 December 31, 2023 21 208 59 12 Increase (decrease) $ (16) $ 8 $ (51) $ (1) December 31, 2021 $ 28 $ 199 $ 955 $ 15 December 31, 2022 37 200 110 13 Increase (decrease) $ 9 $ 1 $ (845) $ (2) At December 31, 2021, the current portion of our Hospital Operations segment’s contract liabilities included $876 million of MAPP advances. All remaining MAPP advances received by our Hospital Operations segment were either repaid or recouped during 2022, which resulted in no outstanding liability at December 31, 2023 and 2022. In the years ended December 31, 2023 and 2022, we recognized revenue totaling $71 million and $56 million, respectively, from our revenue cycle management services that was included in the opening current deferred revenue liability. This revenue consists primarily of prepayments for those contract clients who were billed in advance, changes in estimates related to metric‑based services and up‑front integration services that are recognized over the service period. Contract Costs— We recognized amortization expense related to deferred contract setup costs of $5 million in the year ended December 31, 2023, and $4 million in each of the years ended December 31, 2022 and 2021. At December 31, 2023 and 2022, the unamortized customer contract costs were $22 million and $24 million, respectively, and were presented as part of investments and other assets in the accompanying Consolidated Balance Sheets. Ambulatory Care Segment All remaining MAPP advances received by our Ambulatory Care segment were either repaid or recouped during 2022, which resulted in no outstanding liability at December 31, 2023 and 2022. The opening and closing balances of contract liabilities for our Ambulatory Care segment were as follows: Contract Liabilities – Current Advances from Medicare December 31, 2021 $ 4 December 31, 2022 — Decrease $ (4) 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 and other uninsured discount and charity programs. Net operating revenues for our Hospital Operations segment also includes revenues from providing revenue cycle management and value‑based care services to hospitals, health systems, physician practices, employers and other clients. The table below presents our sources of net operating revenues: Years Ended December 31, 2023 2022 2021 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 2,383 $ 2,369 $ 2,615 Medicaid 1,233 1,069 1,254 Managed care 10,248 9,607 9,985 Uninsured 96 141 199 Indemnity and other 590 661 706 Total 14,550 13,847 14,759 Other revenues (1) 2,133 2,079 2,008 Total Hospital Operations 16,683 15,926 16,767 Ambulatory Care 3,865 3,248 2,718 Net operating revenues $ 20,548 $ 19,174 $ 19,485 (1) Primarily revenue from physician practices and revenue cycle management. Revenue from revenue cycle management services is included in other revenues for all periods presented to conform with our new reporting segment structure. Revenues related to the Texas Comprehensive Hospital Increase Reimbursement Program (“CHIRP”) are presented in managed care net patient service revenues in the table above. Amounts we were assessed to support CHIRP following its approval in 2022 were presented in Medicaid revenues during that period, but have been reclassified to managed care revenues to conform to the current‑year presentation in the same payer group as the revenues to more clearly reflect the results of our participation in this program. Assessments to support CHIRP totaled $126 million and $123 million during the years ended December 31, 2023 and 2022, respectively. Adjustments for prior‑year cost reports and related valuation allowances, principally related to Medicare and Medicaid, increased revenues in the years ended December 31, 2023, 2022 and 2021 by $24 million, $10 million and $26 million, respectively. Estimated cost report settlements and valuation allowances were included in accounts receivable in the accompanying Consolidated Balance Sheets (see Note 3). We believe that we have made adequate provision for any adjustments that may result from final determination of amounts earned under all the above arrangements with Medicare and Medicaid. The following table presents the composition of net operating revenues for our Ambulatory Care segment: Years Ended December 31, 2023 2022 2021 Net patient service revenues $ 3,713 $ 3,115 $ 2,604 Management fees 123 110 86 Revenue from other sources 29 23 28 Net operating revenues $ 3,865 $ 3,248 $ 2,718 Performance Obligations The following table includes revenue from revenue cycle management services 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, variable‑based escalators, performance incentives, penalties or other variable consideration that is considered constrained. Our contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Years Ending December 31, Later Years Total 2024 2025 2026 2027 2028 Performance obligations $ 6,026 $ 685 $ 684 $ 683 $ 683 $ 683 $ 2,608 |
INSURANCE
INSURANCE | 12 Months Ended |
Dec. 31, 2023 | |
Property and Professional and General Liablity Insurance [Abstract] | |
INSURANCE | 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 issued on an occurrence basis. For the policy period of April 1, 2023 through March 31, 2024, 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 in California, $200 million for all other earthquakes and a per‑occurrence sub‑limit of $200 million per named windstorm 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 for earthquakes in California and named windstorms, and 2% of insured values for earthquakes in the New Madrid fault zone, each with a maximum deductible per claim of $25 million. All other covered losses are subject to a minimum deductible of $5 million per occurrence. We also purchase cyber liability insurance from third parties. In April 2022, we experienced a cybersecurity incident that temporarily disrupted a subset of our hospital operations and involved the exfiltration of certain confidential company and patient information. We received $41 million and $14 million of insurance recoveries related to this cybersecurity incident during the years ended December 31, 2023 and 2022, respectively; of these amounts, we recorded $34 million and $6 million as net operating revenues during 2023 and 2022, respectively. Professional and General Liability Reserves We are self‑insured for the majority of our professional and general liability claims, and we purchase insurance from third‑parties to cover catastrophic claims. At December 31, 2023 and 2022, the aggregate current and long‑term professional and general liability reserves in the accompanying Consolidated Balance Sheets was $1.046 billion and $1.045 billion, respectively. These accruals 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. 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 other material claims applicable to that policy period. Malpractice expense of $369 million, $276 million and $355 million was included in other operating expenses, net, in the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, respectively, of which $116 million, $74 million and $131 million, respectively, related to adverse claims development for prior years. |
CLAIMS AND LAWSUITS
CLAIMS AND LAWSUITS | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CLAIMS AND LAWSUITS | CLAIMS AND LAWSUITS We operate in a highly regulated and litigious industry. Healthcare companies are subject to numerous investigations by various governmental agencies. Further, private parties have the right to bring qui tam or “whistleblower” lawsuits against companies that allegedly submit false claims for payments to, or improperly retain overpayments from, the government and, in some states, private payers. We and our subsidiaries have received inquiries in recent years from government agencies, and we may receive similar inquiries in future periods. We are also subject to class action lawsuits, employment‑related claims and other legal actions in the ordinary course of business, 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 and privacy laws, tax audits and other matters. 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; however, we believe that the ultimate resolution of our existing 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. 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. 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. We do not disclose an estimate when we have concluded that a loss is either not reasonably possible or a loss, or a range of loss, is not reasonably estimable, based on available information. Given the inherent uncertainties associated with material legal matters, especially those involving governmental agencies, and the indeterminate damages sought in some cases, we are unable to predict the ultimate liability we may incur from such 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. The following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs: Balances at Litigation and Cash Other Balances at Year Ended December 31, 2023 $ 51 $ 47 $ (59) $ 1 $ 40 Year Ended December 31, 2022 $ 78 $ 70 $ (100) $ 3 $ 51 Year Ended December 31, 2021 $ 26 $ 116 $ (59) $ (5) $ 78 |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES We had a put/call agreement (the “Baylor Put/Call Agreement”) with Baylor that contained put and call options with respect to the 5% voting ownership interest Baylor previously held in USPI. Based on the nature of the Baylor Put/Call Agreement, Baylor’s minority interest in USPI was classified as a redeemable noncontrolling interest in our consolidated balance sheet. In June 2022, we entered into an agreement to purchase Baylor’s entire 5% ownership interest for $406 million. We paid $11 million upon execution of the share purchase agreement and are obligated to make a total of 35 additional non-interest-bearing monthly payments of approximately $11 million, which payments commenced in August 2022. In June 2022, we recorded the present value of the purchase price as a liability on our balance sheet, with an offset to redeemable noncontrolling interest of $365 million for the carrying amount of the shares and $23 million to additional paid‑in capital for the difference between the carrying value and present value of the purchase price for the shares. At both December 31, 2023 and 2022, we had a liability of $135 million recorded in other current liabilities in the accompanying Consolidated Balance Sheets for the purchase of these shares. The long-term portion of our obligation related to the share repurchase was $63 million and $190 million at December 31, 2023 and 2022, respectively, which amounts were included in other long-term liabilities in the accompanying Consolidated Balance Sheets. The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries: December 31, 2023 2022 Balances at beginning of period $ 2,149 $ 2,203 Net income 366 348 Distributions paid to noncontrolling interests (305) (331) Accretion of redeemable noncontrolling interests — 104 Purchases and sales of businesses and noncontrolling interests, net 181 (175) Balances at end of period $ 2,391 $ 2,149 The following tables show the composition by segment of our redeemable noncontrolling interests balances, as well as our net income available to redeemable noncontrolling interests: December 31, 2023 2022 Hospital Operations $ 860 $ 792 Ambulatory Care 1,531 1,357 Redeemable noncontrolling interests $ 2,391 $ 2,149 Years Ended December 31, 2023 2022 2021 Hospital Operations $ 84 $ 100 $ 93 Ambulatory Care 282 248 243 Net income available to redeemable noncontrolling interests $ 366 $ 348 $ 336 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes for continuing operations for the years ended December 31, 2023, 2022 and 2021 consisted of the following: Years Ended December 31, 2023 2022 2021 Current tax expense: Federal $ 208 $ 78 $ 50 State 46 57 111 254 135 161 Deferred tax expense (benefit): Federal 55 174 267 State (3) 35 (17) 52 209 250 $ 306 $ 344 $ 411 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. Foreign pre-tax loss was $3 million, $8 million and $5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Years Ended December 31, 2023 2022 2021 Tax expense at statutory federal rate of 21% $ 340 $ 282 $ 396 State income taxes, net of federal income tax benefit 70 64 77 Tax benefit attributable to noncontrolling interests (147) (122) (114) Nondeductible goodwill — 1 35 Nondeductible executive compensation 6 10 8 Impact of change in state filing method, net of change in unrecognized tax benefit (20) — — Nondeductible litigation costs — — 1 Stock-based compensation tax benefit (2) (6) (5) Changes in valuation allowance 71 120 2 Prior-year provision to return adjustments and other changes in deferred taxes (9) (12) 8 Other items (3) 7 3 Income tax expense $ 306 $ 344 $ 411 A change in the business interest expense disallowance rules took effect in 2022, resulting in a larger amount of interest disallowance compared to prior years. Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance: December 31, 2023 December 31, 2022 Assets Liabilities Assets Liabilities Depreciation and fixed-asset differences $ — $ 430 $ — $ 436 Reserves related to discontinued operations and restructuring charges 6 — 5 — Receivables (doubtful accounts and adjustments) 222 — 246 — Medicare advance payments — — — — Accruals for retained insurance risks 232 — 227 — Intangible assets — 429 — 416 Other long-term liabilities 32 — 27 — Benefit plans 233 — 207 — Other accrued liabilities 20 — 30 — Investments and other assets — 119 — 112 Interest expense limitation 206 — 133 — Net operating loss carryforwards 71 — 74 — Stock-based compensation 13 — 13 — Right-of-use lease assets and obligations 129 111 192 173 Other items 4 80 11 49 1,168 1,169 1,165 1,186 Valuation allowance (248) — (177) — $ 920 $ 1,169 $ 988 $ 1,186 Below is a reconciliation of the deferred tax assets and liabilities and the corresponding amounts reported in the accompanying Consolidated Balance Sheets: December 31, 2023 2022 Deferred income tax assets $ 77 $ 19 Deferred tax liabilities (326) (217) Net deferred tax liability $ (249) $ (198) During the year ended December 31, 2023, the valuation allowance increased by $71 million, including an increase of $73 million due to limitations on the tax deductibility of interest expense, and a decrease of $2 million due to changes in the expected realizability of deferred tax assets. The balance in the valuation allowance as of December 31, 2023 was $248 million. During the year ended December 31, 2022, the valuation allowance increased by $120 million, including an increase of $123 million due to limitations on the tax deductibility of interest expense, a decrease of $1 million due to the expiration or worthlessness of unutilized net operating loss carryovers, and a decrease of $2 million due to changes in the expected realizability of deferred tax assets. The balance in the valuation allowance as of December 31, 2022 was $177 million. During the year ended December 31, 2021, the valuation allowance increased by $2 million, including an increase of $2 million due to limitations on the tax deductibility of interest expense, a decrease of $2 million due to the expiration or worthlessness of unutilized state net operating loss carryovers, and an increase of $2 million due to changes in the expected realizability of deferred tax assets. The remaining balance in the valuation allowance at December 31, 2021 was $57 million. We account for uncertain tax positions in accordance with FASB ASC 740-10-25, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The following table summarizes the total changes in unrecognized tax benefits in continuing operations during the years ended December 31, 2023, 2022 and 2021. There were no such changes in discontinued operations. The additions and reductions for tax positions include the impact of items for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductions. Such amounts include unrecognized tax benefits that have impacted deferred tax assets and liabilities at December 31, 2023, 2022 and 2021. Continuing Balance At December 31, 2020 $ 31 Reductions due to a lapse of statute of limitations 3 Balance At December 31, 2021 $ 34 Reductions due to a lapse of statute of limitations — Balance At December 31, 2022 $ 34 Increases due to tax positions taken in prior periods 31 Reductions due to a lapse of statute of limitations (1) Balance At December 31, 2023 $ 64 The total amount of unrecognized tax benefits as of December 31, 2023 was $64 million, of which $63 million, if recognized, would affect our effective tax rate and income tax benefit from continuing operations. Income tax expense in the year ended December 31, 2023 included expense of $24 million in continuing operations attributable an increase in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of December 31, 2022 was $34 million, of which $32 million, if recognized, would affect our effective tax rate and income tax benefit from continuing operations. In the year ended December 31, 2022, there was no change in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of December 31, 2021 was $34 million, of which $32 million, if recognized, would affect our effective tax rate and income tax benefit from continuing operations. Income tax expense in the year ended December 31, 2021 included expense of $3 million in continuing operations attributable to an increase in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. Approximately $2 million of interest and penalties related to accrued liabilities for uncertain tax positions are included in the accompanying Consolidated Statement of Operations for the year ended December 31, 2023. Total accrued interest or penalties on unrecognized tax benefits as of December 31, 2023 was $2 million. The IRS has completed audits of our tax returns for all tax years ended on or before December 31, 2007. All disputed issues with respect to these audits have been resolved and all related tax assessments (including interest) have been paid. Our tax returns for years ended after December 31, 2007 and USPI’s tax returns for years ended after December 31, 2020 remain subject to audit by the IRS. As of December 31, 2023, no significant changes in unrecognized federal and state tax benefits are expected in the next 12 months as a result of the settlement of audits, the filing of amended tax returns or the expiration of statutes of limitations. At December 31, 2023, our carryforwards available to offset future taxable income consisted of (1) federal net operating loss (“NOL”) carryforwards of approximately $41 million pre‑tax, $39 million of which expires in 2026 to 2037 and $2 million of which has no expiration date, (2) charitable contribution carryforwards of approximately $52 million expiring in 2025 through 2027 and (3) state NOL carryforwards of approximately $3.339 billion expiring in 2024 through 2043 for which the associated deferred tax benefit, net of valuation allowance and federal tax impact, is approximately $35 million. Our ability to utilize NOL carryforwards to reduce future taxable income may be limited under Section 382 of the Internal Revenue Code if certain ownership changes in our company occur during a rolling three‑year period. These ownership changes include purchases of common stock under share repurchase programs, the offering of stock by us, the purchase or sale of our stock by 5% shareholders, as defined in the Treasury regulations, or the issuance or exercise of rights to acquire our stock. If such ownership changes by 5% shareholders result in aggregate increases that exceed 50 percentage points during the three‑year period, then Section 382 imposes an annual limitation on the amount of our taxable income that may be offset by the NOL carryforwards or tax credit carryforwards at the time of ownership change. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2023 | |
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. 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 Year Ended December 31, 2023 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 611 101,639 $ 6.01 Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock (13) 3,161 (0.30) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 598 104,800 $ 5.71 Year Ended December 31, 2022 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 410 106,929 $ 3.83 Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock 8 3,587 (0.05) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 418 110,516 $ 3.78 Year Ended December 31, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 915 106,833 $ 8.56 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,738 (0.13) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 915 108,571 $ 8.43 During the years ended December 31, 2023 and 2022, our convertible instruments consisted of an agreement related to the ownership interest in a Hospital Operations segment joint venture and RSUs issued under the USPI Management Equity Plan; however, during the first six months of 2022, our convertible instruments also included the Baylor Put/Call Agreement. Additional information about the USPI Management Equity Plan and the Baylor Put/Call Agreement is included in Notes 10 and 18, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
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 utilize 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. Non-Recurring Fair Value Measurements Our non‑financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis typically relate to long‑lived assets held and used, long‑lived assets held for sale and goodwill. The following table presents this information about assets measured at fair value at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair values: Total Quoted Prices Significant Other Significant December 31, 2023 Long-lived assets held for sale $ 775 $ — $ 775 $ — December 31, 2022 Long-lived assets held and used $ 167 $ — $ 167 $ — As discussed in Note 6, we recognized an impairment charge of $82 million to write down certain long‑lived assets located in one of our markets to their estimated fair value during the year ended December 31, 2022. 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. At December 31, 2023 and 2022, the estimated fair value of our long‑term debt was approximately 96.9% and 92.8%, respectively, of the carrying value of the debt. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS In December 2023, we purchased 55% of the ownership interest held by NextCare, Inc. and certain of its affiliates (“NextCare”) in NextCare Arizona I JV, LLC (“NextCare JV I”), a joint venture established to own and operate 41 UCCs and a telehealth center in Arizona. We paid $75 million from cash on hand on the acquisition date and retained an additional $10 million in escrow pending NextCare’s compliance with certain conditions. We recognized goodwill of $133 million from our acquisition of NextCare JV I. This transaction allowed us to expand our existing network in Arizona with UCCs which are already established and operational. NextCare JV I is included in our Hospital Operations segment. During the year ended December 31, 2023, we acquired controlling ownership interests in 20 ambulatory surgery centers through a series of transactions. In addition, we acquired controlling ownership interests in 11 previously unconsolidated ambulatory surgery centers during 2023. We paid an aggregate of $149 million to acquire controlling ownership interests in all of the aforementioned facilities. In July 2022, we acquired controlling ownership interests in 19 fully operational ambulatory surgery centers and three centers then in development from United Urology Group. We paid $104 million, net of cash acquired, for our ownership interests in these facilities and recognized goodwill of $316 million. The aggregate acquisition date fair value of the non‑controlling interests in the facilities we acquired was $223 million. The acquisition of these facilities provided us with access to new markets and further diversified our ambulatory care services portfolio. We acquired controlling interests in an additional 11 ambulatory surgery centers through a series of transactions during the year ended December 31, 2022. We paid an aggregate purchase price of $65 million, net of cash acquired, for these facilities. During 2022, we also acquired controlling interests in 23 ambulatory surgery centers in which we previously owned a noncontrolling interest for an aggregate purchase price of $65 million. In December 2021, subsidiaries of USPI acquired ownership interests in 86 ambulatory surgery centers and related ambulatory support services (collectively, the “SCD Centers”) from Surgical Center Development #3, LLC and Surgical Center Development #4, LLC (together, “SCD”). Of these, we acquired controlling interests in 15 ambulatory surgery centers, noncontrolling interests in 57 centers and interests in 14 centers still in the development stage. The newly acquired facilities augmented our Ambulatory Care segment’s existing musculoskeletal service line and expanded the number of markets it serves. We made a cash payment of $1.125 billion, net of cash acquired, to acquire these facilities. In addition to the SCD Centers, we paid an aggregate purchase price of $74 million to acquire controlling interests in 11 outpatient businesses and various physician practices during the year ended December 31, 2021. During 2021, we also acquired controlling interests in three surgical hospitals and two ambulatory surgery centers in which we previously owned a noncontrolling interest for $21 million. We are required to allocate the purchase prices of acquired businesses to assets acquired or liabilities assumed and, if applicable, noncontrolling interests based on their fair values. The excess of the purchase price allocated over those fair values is recorded as goodwill. The purchase price allocations for certain acquisitions completed in 2023 are preliminary. We are in process of assessing working capital balances as well as obtaining and evaluating valuations of the acquired property and equipment, management contracts and other intangible assets, and noncontrolling interests. Therefore, those purchase price allocations, including goodwill, recorded in the accompanying consolidated financial statements are subject to adjustment once the assessments and valuation work are completed and evaluated. Such adjustments will be recorded as soon as practical and within the measurement period as defined by the accounting literature. During the year ended December 31, 2023, we adjusted the initial purchase allocation of certain acquisitions completed in 2022 based on the results of completed valuations. These adjustments resulted in a net decrease in our Ambulatory Care segment’s goodwill of $18 million. Preliminary or final purchase price allocations for all the acquisitions made during the years ended December 31, 2023, 2022 and 2021 are as follows: Years Ended December 31, 2023 2022 2021 Current assets $ 34 $ 38 $ 59 Property and equipment 28 54 88 Other intangible assets 5 2 8 Goodwill 644 860 664 Other long-term assets 32 99 796 Previously held equity method investments (99) (207) (43) Current liabilities (36) (41) (25) Long-term liabilities (37) (118) (70) Redeemable noncontrolling interests in equity of consolidated subsidiaries (229) (180) (139) Noncontrolling interests (102) (273) (95) Cash paid, net of cash acquired (224) (234) (1,220) Gains on consolidations $ 16 $ — $ 23 With the exception of NextCare JV I, which is included in our Hospital Operations segment, all of the facilities described above are included in our Ambulatory Care segment. The majority of the goodwill generated from our 2023 and 2021 acquisitions will be deductible for income tax purposes; however, the majority of the goodwill generated from our 2022 transactions will not be. The goodwill generated from these transactions can be attributed to the benefits that we expect to realize from operating efficiencies and growth strategies. Approximately $15 million, $14 million and $20 million in transaction costs related to prospective and closed acquisitions were expensed during the years ended December 31, 2023, 2022 and 2021, respectively, and are included in impairment and restructuring charges, and acquisition‑related costs in the accompanying Consolidated Statements of Operations. During the year ended December 31, 2023 and 2021, we recognized gains totaling $16 million and $23 million, respectively, associated with stepping up our ownership interests in previously held equity investments, which we began consolidating after we acquired controlling interests. No such gain or loss was recognized in the year ended December 31, 2022. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION At December 31, 2022, our business was organized into three separate reporting segments: Hospital Operations and other, Ambulatory Care and Conifer. During the three months ended December 31, 2023, we combined our Hospital Operations and other and Conifer segments into a single reporting segment named Hospital Operations and Services (Hospital Operations). See Note 1 for additional discussion of this change. Our Hospital Operations segment is comprised of our acute care and specialty hospitals, physician practices and outpatient facilities. At December 31, 2023, our subsidiaries operated 61 hospitals, serving primarily urban and suburban communities in nine states, as well as 164 outpatient facilities, primarily imaging centers, UCCs, ancillary emergency facilities and micro-hospitals. The following transactions changed the number of facilities in our Hospital Operations segment during the years ended December 31, 2023, 2022 and 2021: • 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 UCCs then held by our Hospital Operations segment to an unaffiliated urgent care provider; • We completed the sale of the Miami Hospitals in August 2021; • In September 2022, we opened Piedmont Medical Center Fort Mill, a new hospital located in South Carolina; and • In December 2023, we acquired a controlling interest in NextCare JV I and a minority interest in NextCare Arizona II JV, LLC. Through these transactions, we acquired a controlling interest in 41 fully operational UCCs and a telehealth center and a noncontrolling interest in an additional 15 fully operational UCCs, all located in Arizona. Our Hospital Operations segment also provides revenue cycle management and value‑based care services to hospitals, health systems, physician practices, employers and other clients. Our Ambulatory Care segment is comprised of the operations of USPI. At December 31, 2023, USPI had ownership interests in 461 ambulatory surgery centers (322 consolidated) and 24 surgical hospitals (eight consolidated) in 35 states. We completed the divestiture of 40 UCCs held by our Ambulatory Care segment on April 1, 2021. Effective June 30, 2022, we purchased all of the shares in USPI that Baylor held on that date for $406 million, which increased our ownership interest in USPI’s voting shares from 95% to 100% (see Note 18 for additional information about this transaction). The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations, as applicable: December 31, 2023 2022 2021 Assets: Hospital Operations $ 17,268 $ 16,599 $ 18,106 Ambulatory Care 11,044 10,557 9,473 Total $ 28,312 $ 27,156 $ 27,579 Years Ended December 31, 2023 2022 2021 Capital expenditures: Hospital Operations $ 671 $ 687 $ 592 Ambulatory Care 80 75 66 Total $ 751 $ 762 $ 658 Net operating revenues: Hospital Operations $ 16,683 $ 15,926 $ 16,767 Ambulatory Care 3,865 3,248 2,718 Total $ 20,548 $ 19,174 $ 19,485 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 10 $ 10 $ 25 Ambulatory Care 218 206 193 Total $ 228 $ 216 $ 218 Adjusted EBITDA: Hospital Operations $ 1,997 $ 2,142 $ 2,286 Ambulatory Care 1,544 1,327 1,197 Total $ 3,541 $ 3,469 $ 3,483 Depreciation and amortization: Hospital Operations $ 750 $ 729 $ 760 Ambulatory Care 120 112 95 Total $ 870 $ 841 $ 855 Years Ended December 31, 2023 2022 2021 Adjusted EBITDA $ 3,541 $ 3,469 $ 3,483 Loss from divested and closed businesses — — (1) Depreciation and amortization (870) (841) (855) Impairment and restructuring charges, and acquisition-related costs (137) (226) (85) Litigation and investigation costs (47) (70) (116) Interest expense (901) (890) (923) Loss from early extinguishment of debt (11) (109) (74) Other non-operating income, net 19 10 14 Gains on sales, consolidation and deconsolidation of facilities 23 1 445 Income from continuing operations, before income taxes $ 1,617 $ 1,344 $ 1,888 |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING STANDARDS | RECENT ACCOUNTING STANDARDS Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The standard expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning one year later. Early adoption is permitted and the amendments must be applied retrospectively to all prior periods presented. The adoption of this guidance will not affect our consolidated results of operations, financial position or cash flows and we are currently evaluating the effect the guidance will have on our disclosures. In August 2023, the FASB issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement” (“ASU 2023-05”), which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. The FASB issued ASU 2022‑03, “Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022‑03”) in June 2022. Through ASU 2022‑03 the FASB clarified that an entity should measure the fair value of an equity security subject to contractual sale restriction the same way it measures an identical equity security that is not subject to such a restriction and enhanced the disclosure requirements related to these instruments. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. For non‑investment companies, ASU 2022‑03 will be applied prospectively with adjustments resulting from the initial adoption recognized in earnings and disclosed. We do not expect adoption of ASU 2022‑03 to have a material impact on our consolidated financial statements and disclosures. Recently Adopted Accounting Standards As further discussed in Note 1, we adopted ASU 2020-06 effective January 1, 2022. We applied the modified retrospective transition approach as of the period of adoption. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT In January 2024, we entered into a definitive agreement for the sale of four hospitals and related operations in Orange County and Los Angeles County, California, all of which are in our Hospital Operations segment. We anticipate the transaction will close in early 2024, subject to customary regulatory approvals, clearances and closing conditions. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (In Millions) Balance at Costs and Expenses (1) Deductions Other Balance at Valuation allowance for deferred tax assets: Year ended December 31, 2023 $ 177 $ 71 $ — $ — $ 248 Year ended December 31, 2022 $ 57 $ 120 $ — $ — $ 177 Year ended December 31, 2021 $ 55 $ 2 $ — $ — $ 57 (1) Includes amounts recorded in discontinued operations. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Our Consolidated Financial Statements include the accounts of Tenet and its wholly owned and majority‑owned subsidiaries. We eliminate intercompany accounts and transactions in consolidation, and we include the results of operations of businesses that are newly acquired in purchase transactions from their dates of acquisition. We account for significant investments in other affiliated companies using the equity method. We also utilize the equity method when we have the ability to exercise significant influence over the affiliated company, despite not holding a significant percentage of its ownership interest. Unless otherwise indicated, all financial and statistical data included in these notes to our Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per‑share amounts) and share amounts expressed in thousands. |
Changes to prior-year presentation | Changes to prior-year presentation— At December 31, 2022, our business was organized into three separate reporting segments: Hospital Operations and other, Ambulatory Care and Conifer. During the three months ended December 31, 2023, we combined our Hospital Operations and other and Conifer segments into a single reporting segment named Hospital Operations and Services (Hospital Operations). This change was made to reflect recent updates to the organizational and management structure of our Conifer and Hospital Operations and other segments. All prior‑period data presented in this report has been adjusted to conform to our new reporting segment structure. As of December 31, 2023, our business was organized into two reporting segments: • our Hospital Operations segment, which includes (1) our acute care and specialty hospitals, physician practices, imaging centers, UCCs, ancillary emergency facilities and micro‑hospitals, and (2) the revenue cycle management and value‑based care services we provide to hospitals, health systems, physician practices, employers and other clients through our Conifer Health Solutions, LLC joint venture; and • our Ambulatory Care segment, which is comprised of the ambulatory surgery center and surgical hospital operations of our subsidiary USPI Holding Company, Inc. In addition, contract liabilities and contract liabilities – long-term are no longer significant enough to present separately. These obligations are now included in other current liabilities and other long-term liabilities, respectively, in the accompanying Consolidated Balance Sheets. |
Use of Estimates | 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 Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Although we believe all adjustments considered necessary for a fair presentation have been included, actual results may vary from those estimates. 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. |
Translation of Foreign Currencies | Our GBC, which is located in the Philippines, performs certain administrative functions and other support tasks. The GBC’s accounts are measured in its local currency (the Philippine peso) and then translated into U.S. dollars. All assets and liabilities denominated in foreign currency are translated using the current rate of exchange at the balance sheet date. Results of operations denominated in foreign currency are translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. |
Net Operating Revenues | We recognize net operating revenues in the period in which we satisfy our performance obligations under contracts by transferring services to our customers. Net operating revenues are recognized in the amounts we expect to be entitled to, which are the transaction prices allocated for the distinct services. Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients (“ Compact ”) and other uninsured discount and charity programs. Net Patient Service Revenues We report net patient service revenues at the amounts that reflect the consideration we expect to be entitled to in exchange for providing patient care. These amounts are due from patients, third‑party payers (including managed care payers and government programs) and others, and they include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews and investigations. Generally, we bill our patients and third‑party payers several days after the services are performed or shortly after discharge. Revenues are recognized as performance obligations are satisfied. We determine performance obligations based on the nature of the services we provide. We recognize revenues for performance obligations satisfied over time based on actual charges incurred in relation to total expected charges. We believe that this method provides a faithful depiction of the transfer of services over the term of performance obligations based on the inputs needed to satisfy the obligations. Generally, performance obligations satisfied over time relate to patients in our hospitals receiving inpatient acute care services. We measure performance obligations from admission to the point when there are no further services required for the patient, which is generally the time of discharge. We recognize revenues for performance obligations satisfied at a point in time, which generally relate to patients receiving outpatient services, when (1) services are provided, and (2) we do not believe the patient requires additional services. Because our patient service performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in FASB Accounting Standards Codification (“ASC”) 606‑10‑50‑14(a) and, therefore, we are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above are primarily related to inpatient acute care services at the end of the reporting period. The performance obligations for these contracts are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period. We determine the transaction price based on gross charges for services provided, reduced by contractual adjustments recognized for third‑party payers, discounts provided to uninsured patients in accordance with our Compact , and estimated implicit price concessions related primarily to uninsured patients. We determine our estimates of contractual adjustments and discounts based on contractual agreements, our discount policies and historical experience. We determine our estimate of implicit price concessions based on our historical collection experience using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Gross charges are retail charges. They are not the same as actual pricing, and they generally do not reflect what a hospital is ultimately paid and, therefore, are not displayed in our consolidated statements of operations. Hospitals are typically paid amounts that are negotiated with insurance companies or are set by the government. Gross charges are used to calculate Medicare outlier payments and to determine certain elements of payment under managed care contracts (such as stop‑loss payments). Because Medicare requires that a hospital’s gross charges be the same for all patients (regardless of payer category), gross charges are what hospitals charge all patients prior to the application of discounts and allowances. Government Programs— The final determination of certain fee‑for‑service (“FFS”) Medicare and Medicaid program payments to our hospitals, such as Indirect Medical Education, Direct Graduate Medical Education, disproportionate share hospital and bad debt expense reimbursement, are retrospectively determined based on our hospitals’ cost reports. The final determination of these payments often takes many years to resolve because of audits by the program representatives, providers’ rights of appeal, and the application of numerous technical reimbursement provisions. We therefore record accruals to reflect the expected final settlements on our cost reports. For filed cost reports, we adjust the accrual for estimated cost report settlements based on those cost reports and subsequent activity, and we consider the necessity of recording a valuation allowance based on historical settlement results. The accrual for estimated cost report settlements for periods for which a cost report is yet to be filed is recorded based on estimates of what we expect to report on the filed cost reports, and a corresponding valuation allowance is recorded, if necessary, based on the method previously described. Cost reports must generally be filed within five months after the end of the annual cost report reporting period. After the cost report is filed, the accrual and corresponding valuation allowance may need to be adjusted. Settlements with third‑party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care using the most likely outcome method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. Because the laws, regulations, instructions and rule interpretations governing Medicare and Medicaid reimbursement are complex and change frequently, the estimates we record could change by material amounts. Private Insurance— Revenues under managed care plans are based primarily on payment terms involving predetermined rates per diagnosis, per‑diem rates, discounted FFS rates and/or other similar contractual arrangements. These revenues are also subject to review and possible audit by the payers, which can take several years before they are completely resolved. The payers are billed for patient services on an individual patient basis. An individual patient’s bill is subject to adjustment on a patient‑by‑patient basis in the ordinary course of business by the payers following their review and adjudication of each particular bill. We estimate the discounts for contractual allowances at the individual hospital level utilizing billing data on an individual patient basis. At the end of each month, on an individual hospital basis, we estimate our expected reimbursement for patients of managed care plans based on the applicable contract terms. Contractual allowance estimates are periodically reviewed for accuracy by taking into consideration known contract terms, as well as payment history. We believe our estimation and review process enables us to identify instances on a timely basis where such estimates need to be revised. We do not believe there were any adjustments to estimates of patient bills that were material to our revenues during the years ended December 31, 2023, 2022 or 2021. In addition, on a corporate‑wide basis, we do not record any general provision for adjustments to estimated contractual allowances for managed care plans. Managed care accounts, net of contractual allowances recorded, are further reduced to their net realizable value through implicit price concessions based on historical collection trends for these payers and other factors that affect the estimation process. We know of no claims, disputes or unsettled matters with any payer that would materially affect our revenues for which we have not adequately provided in the accompanying Consolidated Financial Statements. Uninsured Patients— Generally, patients who are covered by third‑party payers are responsible for related co‑pays, co‑insurance and deductibles, which vary in amount. We also provide services to uninsured patients and offer uninsured patients a discount from standard charges. We estimate the transaction price for patients with co‑pays, co‑insurance and deductibles and for those who are uninsured based on historical collection experience and current market conditions. Under our Compact and other uninsured discount programs, the discount offered to certain uninsured patients is recognized as a contractual allowance, which reduces net operating revenues at the time the self‑pay accounts are recorded. The uninsured patient accounts, net of contractual allowances recorded, are further reduced to their net realizable value at the time they are recorded through implicit price concessions based on historical collection trends for self‑pay accounts and other factors that affect the estimation process. Implicit Price Concessions— We record implicit price concessions, primarily related to uninsured patients and patients with co‑pays, co‑insurance and deductibles. The implicit price concessions included in estimating the transaction price represent the difference between amounts billed to patients and the amounts we expect to collect based on our collection history with similar patients. Although outcomes vary, our policy is to attempt to collect amounts due from patients, including co‑pays, co‑insurance and deductibles due from patients with insurance, at the time of service while complying with all federal and state statutes and regulations, including, but not limited to, the Emergency Medical Treatment and Active Labor Act (“EMTALA”). Generally, as required by EMTALA, patients may not be denied emergency treatment due to inability to pay. Therefore, services, including the legally required medical screening examination and stabilization of the patient, are performed without delaying to obtain insurance information. In non‑emergency circumstances or for elective procedures and services, it is our policy to verify insurance prior to a patient being treated; however, there are various exceptions that can occur. Such exceptions can include, for example, instances where (1) we are unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, (2) a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid or Victims of Crime, and it takes several days or weeks before qualification for such benefits is confirmed or denied, and (3) under physician orders we provide services to patients that require immediate treatment. There are various factors that can impact collection trends, such as: changes in the economy, which in turn have an impact on unemployment rates and the number of uninsured and underinsured patients; the volume of patients through our emergency departments; the increased burden of co‑pays, co‑insurance amounts and deductibles to be made by patients with insurance; and business practices related to collection efforts. These factors continuously change and can have an impact on collection trends and our estimation process. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to net patient service revenues in the period of the change. We also provide charity care to patients who are financially unable to pay for the healthcare services they receive. Most patients who qualify for charity care are charged a per‑diem amount for services received, subject to a cap. Except for the per‑diem amounts, our policy is not to pursue collection of amounts determined to qualify as charity care; therefore, we do not report these amounts in net operating revenues. Patient advocates from our Eligibility and Enrollment Services program screen patients in the hospital to determine whether those patients meet eligibility requirements for financial assistance programs. They also expedite the process of applying for these government programs. 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. Approximately 88% 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. Revenue Cycle Management and Other Services Our Hospital Operations segment also provides revenue cycle management and other services to health systems, individual hospitals and physician practices. We recognize revenue from our contracts when the underlying performance obligations are satisfied, which is generally as services are rendered. Revenue is recognized in an amount that reflects the consideration to which we expect to be entitled. At contract inception, we assess the services specified in our contracts with customers and identify a performance obligation for each distinct contracted service. We generally consider the following distinct services as separate performance obligations: • revenue cycle management services; • value‑based care services; • patient communication and engagement services; • consulting services; and • other client‑defined projects. Our contracts generally consist of fixed‑price, volume‑based or contingency‑based fees. Long‑term contracts typically provide for the delivery of recurring monthly services over a multi‑year period. The contracts are typically priced such that our monthly fee to our customer represents the value obtained by the customer in the month for those services. Such multi‑year service contracts may have upfront fees related to transition or integration work performed by us to set up the delivery for the ongoing services. Such transition or integration work typically does not result in a separately identifiable obligation; thus, the fees and expenses related to such work are deferred and recognized over the life of the related contractual service period. For contracts in which the amortization period of the asset is one year or less, we have elected to apply the practical expedient provided by FASB ASC 340‑40‑25‑4 and expense these costs as incurred. Revenue for fixed‑priced contracts is typically recognized at the time of billing unless evidence suggests that the revenue is earned or our obligations are fulfilled in a different pattern. Revenue for volume‑based contracts is typically recognized as the services are being performed at the contractually billable rate, which is generally a percentage of collections or a percentage of client net patient revenue. Contract Assets and Liabilities— Our client contract terms, including payment conditions, are diverse. For non‑fixed‑price arrangements, we may invoice clients before we perform the contracted services, with subsequent adjustments (true‑up) to align with actual fees. In contrast, some contracts require payment after we have performed the contracted services (in arrears). Contracts may also feature performance‑based incentives or penalties, along with other variable consideration. Revenue recognition occurs when services are rendered and the client gains control or benefit of the services, regardless of the invoicing schedule, leading to the recognition of a contract asset for unbilled revenue. Unbilled revenue is recognized as receivables in the month the services are performed. Conversely, advance payments from clients result in the recognition of a contract liability for deferred revenue until the revenue recognition requirements are met. |
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 $1.228 billion and $858 million at December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, our book overdrafts were $187 million and $266 million, respectively, which were classified as accounts payable. At December 31, 2023 and 2022, $100 million and $140 million, respectively, of total cash and cash equivalents in the accompanying Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. At December 31, 2023, 2022 and 2021, we had $154 million, $196 million and $95 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $141 million, $191 million and $88 million, respectively, were included in accounts payable. In June 2022, we acquired all of Baylor’s 5% voting ownership interest in USPI. We paid $11 million from cash on hand and recognized a liability of $377 million, the present value of the liability on the acquisition date, for the remainder of the purchase price. We recorded reductions in redeemable noncontrolling interest of $365 million for the carrying value of Baylor’s ownership interest and $23 million to additional paid-in capital for the difference between the carrying value and present value of the purchase price for the shares on the acquisition date. This has been reflected as noncash financing activity in the accompanying Consolidated Statement of Cash Flows for the year ended December 31, 2022. Payments made subsequent to the transaction’s close are reflected as cash activity within the financing section of our consolidated statements of cash flows in the respective period. See Note 18 for additional information about this transaction. |
Investments in Debt and Equity Securities | We classify investments in debt securities as either available‑for‑sale, held‑to‑maturity or as part of a trading portfolio. Our policy is to classify investments in debt securities that may be needed for cash requirements as “available‑for‑sale.” At December 31, 2023 and 2022, we had no significant investments in debt securities classified as either held‑to‑maturity or trading. We carry debt securities classified as available‑for‑sale at fair value. We report their unrealized gains and losses, net of taxes, as accumulated other comprehensive income (loss). We periodically evaluate available-for-sale securities in unrealized loss positions for credit impairment, using both qualitative and quantitative criteria. In the event a security is deemed to be impaired as the result of a credit loss, we record a loss in our consolidated statements of operations. We carry equity securities at fair value, and we report their unrealized gains and losses in other non-operating income, net, in our consolidated statements of operations. If the equity security does not have a readily determinable fair value, the carrying value of the security is adjusted only when there is a price change that is observable from a transaction of an identical or similar investment. We include realized gains or losses in our consolidated statements of operations based on the specific identification method. |
Investments in Unconsolidated Affiliates | As of December 31, 2023, we controlled 330 of the facilities in our Ambulatory Care segment and, therefore, consolidated their results. We account for many of the facilities in which our Ambulatory Care segment holds ownership interests (155 of 485 at December 31, 2023), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Consolidated Statements of Operations. In the year ended December 31, 2021, equity in earnings of unconsolidated affiliates included $14 million from grant funds recognized by our Ambulatory Care segment’s unconsolidated affiliates. No additional revenue was recognized from grant funds by unconsolidated affiliates during the years ended December 31, 2023 and 2022. Summarized financial information for 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. December 31, 2023 2022 2021 Current assets $ 1,223 $ 1,142 $ 1,176 Noncurrent assets $ 1,355 $ 1,356 $ 1,390 Current liabilities $ (456) $ (479) $ (495) Noncurrent liabilities $ (917) $ (878) $ (855) Noncontrolling interests $ (670) $ (644) $ (659) Years Ended December 31, 2023 2022 2021 Net operating revenues $ 3,510 $ 3,360 $ 3,030 Net income $ 860 $ 805 $ 836 Net income attributable to the investees $ 484 $ 453 $ 499 The equity method investment that contributed the most to our equity in earnings of unconsolidated affiliates during the years ended December 31, 2023, 2022 and 2021 was Texas Health Ventures Group, LLC (“THVG”), which is operated by USPI. THVG represented $104 million, $89 million and $107 million of total equity in earnings of unconsolidated affiliates of $228 million, $216 million and $218 million in the years ended December 31, 2023, 2022 and 2021, respectively. |
Property and Equipment | Additions and improvements to property and equipment exceeding established minimum amounts with a useful life greater than one year are capitalized at cost. Expenditures for maintenance and repairs are charged to expense as incurred. We use the straight‑line method of depreciation for buildings, building improvements and equipment. The estimated useful life for buildings and improvements is primarily 15 to 40 years, and for equipment three We evaluate our long‑lived assets for possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future undiscounted cash flows. If the estimated future undiscounted cash flows are less than the carrying value of the assets, we calculate the amount of an impairment charge only if the carrying value of the long‑lived assets exceeds their fair value. The fair value of the asset is estimated based on third‑party appraisals, established market values of comparable assets or internally developed estimates of future net cash flows expected to result from the use and ultimate disposition of the asset. The estimates of these future cash flows are based on assumptions and projections we believe to be reasonable and supportable. Estimates require our subjective judgments and take into account assumptions about revenue and expense growth rates, operating margins and recoverable disposition values, based on industry and operating factors. These assumptions may vary by type of asset and presume stable, improving or, in some cases, declining results, depending on their circumstances. If the presumed level of performance does not occur as expected, impairment may result. We report long‑lived assets to be disposed of at the lower of their carrying amounts or fair values less costs to sell. In such circumstances, our estimates of fair value are based on third‑party appraisals, established market prices for comparable assets or internally developed estimates of future net cash flows. |
Leases | We determine if an arrangement is a lease at inception of the contract. Our right‑of‑use assets represent our right to use the underlying assets for the lease term and our lease liabilities represent our obligation to make lease payments arising from the leases. Right‑of‑use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. For our Hospital Operations segment, we estimate our incremental borrowing rates for our portfolio of leases using documented rates included in our recent equipment finance leases or, if applicable, recent secured debt issuances that correspond to various lease terms. We also give consideration to information obtained from our bankers, our secured debt fair value and publicly available data for instruments with similar characteristics. For our Ambulatory Care segment, we estimate an incremental borrowing rate for each center by utilizing historical and projected financial data, estimating a hypothetical credit rating using publicly available market data and adjusting the market data to reflect the effects of collateralization. Our operating leases are primarily for real estate, including off‑campus outpatient facilities, medical office buildings, and corporate and other administrative offices, as well as medical and office equipment. Our finance leases are primarily for medical equipment and information technology and telecommunications assets. Our real estate lease agreements typically have initial terms of five Our real estate leases may include one or more options to renew, with renewals that can extend the lease term from five five Certain of our lease agreements for real estate include payments based on actual common area maintenance expenses and others include rental payments adjusted periodically for inflation. These variable lease payments are recognized in other operating expenses, net, but are not included in the right‑of‑use asset or liability balances. Our lease agreements do not contain any material residual value guarantees, restrictions or covenants. We have elected the practical expedient that allows lessees to choose to not separate lease and non‑lease components by class of underlying asset and are applying this expedient to all relevant asset classes. We have also elected the practical expedient package to not reassess at adoption (1) expired or existing contracts for whether they are or contain a lease, (2) the lease classification of any existing leases or (3) initial indirect costs for existing leases. |
Goodwill and Other Intangible Assets | Goodwill represents the excess of costs over the fair value of assets of businesses acquired. Goodwill and other intangible assets acquired in purchase business combinations and determined to have indefinite useful lives are not amortized, but instead are subject to impairment tests performed at least annually. Our reporting segments are the reporting units used to perform our goodwill analysis. If we determine the carrying value of goodwill is impaired, or if the carrying value of a business that is to be sold or otherwise disposed of exceeds its fair value, we reduce the carrying value, including any allocated goodwill, to fair value. Estimates of fair value are based on third‑party appraisals, established market prices for comparable assets or internally developed estimates of future net cash flows and presume stable, improving or, in some cases, declining results at our hospitals, depending on their circumstances. Other intangible assets consist of capitalized software costs, which are amortized on a straight‑line basis over the estimated useful life of the software, which ranges from three |
Accruals for General and Professional Liability Risks | We accrue for estimated professional and general liability claims, to the extent not covered by insurance, when they are probable and can be reasonably estimated. We maintain reserves, which are based on modeled estimates for the portion of our professional liability risks, including incurred but not reported claims, to the extent we do not have insurance coverage. Our liability consists of estimates established based upon calculations using several factors, including the number of expected claims, estimates of losses for these claims based on recent and historical settlement amounts, estimates of incurred but not reported claims based on historical experience and the timing of historical payments. Our liabilities are adjusted for new claims information in the period such information becomes known. Malpractice expense is recorded within other operating expenses in our consolidated statements of operations. |
Income Taxes | We account for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Income tax receivables and liabilities and deferred tax assets and liabilities are recognized based on the amounts that more likely than not will be sustained upon ultimate settlement with taxing authorities. Developing our provision for income taxes and analysis of uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on all available evidence, both positive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The main factors that we consider include: • Cumulative profits/losses in recent years, adjusted for certain nonrecurring items; • Income/losses expected in future years; • Unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels; • The availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of tax benefits; and • The carryforward period associated with the deferred tax assets and liabilities. We consider many factors when evaluating our uncertain tax positions, and such judgments are subject to periodic review. Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. |
Segment Reporting | Our Hospital Operations segment generated 81%, 83% and 86% of our net operating revenues in the years ended December 31, 2023, 2022 and 2021, respectively. Major decisions, including capital resource allocations, are made at the consolidated level, not at the market or hospital level. The factors for determining the reportable segments include the manner in which management evaluates operating performance combined with the nature of the individual business activities. |
Costs Associated With Exit or Disposal Activities | We recognize costs associated with exit (including restructuring) or disposal activities when they are incurred and can be measured at fair value, rather than at the date of a commitment to an exit or disposal plan. |
Recent Accounting Standards | We adopted the Financial Accounting Standards Board’s (“FASB”) 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 2,364 thousand shares and 2,673 thousand shares for the years ended December 31, 2023 and 2022, respectively, and diluted earnings per share available to Tenet common shareholders decreased by $0.26 and $0.01, respectively, for these same periods. Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The standard expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning one year later. Early adoption is permitted and the amendments must be applied retrospectively to all prior periods presented. The adoption of this guidance will not affect our consolidated results of operations, financial position or cash flows and we are currently evaluating the effect the guidance will have on our disclosures. In August 2023, the FASB issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement” (“ASU 2023-05”), which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. The FASB issued ASU 2022‑03, “Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022‑03”) in June 2022. Through ASU 2022‑03 the FASB clarified that an entity should measure the fair value of an equity security subject to contractual sale restriction the same way it measures an identical equity security that is not subject to such a restriction and enhanced the disclosure requirements related to these instruments. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. For non‑investment companies, ASU 2022‑03 will be applied prospectively with adjustments resulting from the initial adoption recognized in earnings and disclosed. We do not expect adoption of ASU 2022‑03 to have a material impact on our consolidated financial statements and disclosures. Recently Adopted Accounting Standards As further discussed in Note 1, we adopted ASU 2020-06 effective January 1, 2022. We applied the modified retrospective transition approach as of the period of adoption. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Grant Funds Received And Grant Income | As detailed in the table below, we received cash payments from the PRF and state and local grant programs during the years ended December 31, 2023, 2022 and 2021. Grant funds received by our Hospital Operations segment and those facilities in our Ambulatory Care segment that we consolidate are included in cash flows from operating activities in our consolidated statements of cash flows. Grant funds received by unconsolidated affiliates for which we provide cash management services (“Cash‑Managed Affiliates”) are included in cash flows from financing activities. Years Ended December 31, 2023 2022 2021 Grant funds received from COVID-19 relief programs: Included in cash flows from operating activities: Hospital Operations $ 10 $ 193 $ 142 Ambulatory Care — 3 36 $ 10 $ 196 $ 178 Included in cash flows from financing activities: Cash‑Managed Affiliates $ — $ — $ 37 Years Ended December 31, 2023 2022 2021 Grant income recognized from COVID-19 relief programs: Included in grant income: Hospital Operations $ 15 $ 190 $ 142 Ambulatory Care 1 4 49 $ 16 $ 194 $ 191 Included in equity in earnings of unconsolidated affiliates: Unconsolidated affiliates $ — $ — $ 14 Years Ended December 31, 2022 2021 MAPP advances repaid or recouped: Included in cash flows from operating activities: Hospital Operations $ 876 $ 457 Ambulatory Care 4 55 $ 880 $ 512 Included in cash flows from financing activities: Cash‑Managed Affiliates $ — $ 104 |
Schedule of Equity Method Investments | 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. December 31, 2023 2022 2021 Current assets $ 1,223 $ 1,142 $ 1,176 Noncurrent assets $ 1,355 $ 1,356 $ 1,390 Current liabilities $ (456) $ (479) $ (495) Noncurrent liabilities $ (917) $ (878) $ (855) Noncontrolling interests $ (670) $ (644) $ (659) Years Ended December 31, 2023 2022 2021 Net operating revenues $ 3,510 $ 3,360 $ 3,030 Net income $ 860 $ 805 $ 836 Net income attributable to the investees $ 484 $ 453 $ 499 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share Repurchase Activity | The table below summarizes transactions completed under the repurchase program during the years ended December 31, 2023 and 2022: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (In Thousands) (In Thousands) (In Millions) Inception through October 31, 2022 1,800 $ 41.81 1,800 $ 925 November 1 through November 30, 2022 4,089 $ 42.74 4,089 $ 750 December 1 through December 31, 2022 — $ — — $ 750 Inception through December 31, 2022 5,889 $ 42.45 5,889 January 1 through January 31, 2023 — $ — — $ 750 February 1 through February 28, 2023 — $ — — $ 750 March 1 through March 31, 2023 906 $ 55.03 906 $ 700 April 1 through April 30, 2023 — $ — — $ 700 May 1 through May 31, 2023 580 $ 69.17 580 $ 660 June 1 through June 30, 2023 — $ — — $ 660 July 1 through July 31, 2023 — $ — — $ 660 August 1 through August 31, 2023 — $ — — $ 660 September 1 through September 30, 2023 — $ — — $ 660 October 1 through October 31, 2023 — $ — — $ 660 November 1 through November 30, 2023 982 $ 67.12 982 $ 594 December 1 through December 31, 2023 644 $ 68.53 644 $ 550 Year ended December 31, 2023 3,112 $ 64.27 3,112 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Schedule of Components of Accounts Receivable | The principal components of accounts receivable are shown in the table below: December 31, 2023 2022 Patient accounts receivable $ 2,719 $ 2,746 Estimated future recoveries 148 149 Net cost reports and settlements receivable and valuation allowances 47 48 Accounts receivable, net $ 2,914 $ 2,943 |
Schedule of Location of Assets and Liabilities | The following table summarizes the amount and classification of assets and liabilities in the accompanying Consolidated Balance Sheets related to California’s provider fee program: December 31, 2023 2022 Assets: Other current assets $ 329 $ 367 Investments and other assets $ 334 $ 197 Liabilities: Other current liabilities $ 172 $ 145 Other long-term liabilities $ 135 $ 63 |
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: Years Ended December 31, 2023 2022 2021 Estimated costs for: Uninsured patients $ 499 $ 537 $ 650 Charity care patients 110 83 97 $ 609 $ 620 $ 747 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Opening and Closing Balances of Contracts Assets and Liabilities | The opening and closing balances of our Hospital Operations segment’s receivables, contract assets, and current and long‑term contract liabilities were as follows: Receivables Contract Assets – Contract Liabilities – Contract Liabilities – December 31, 2022 $ 37 $ 200 $ 110 $ 13 December 31, 2023 21 208 59 12 Increase (decrease) $ (16) $ 8 $ (51) $ (1) December 31, 2021 $ 28 $ 199 $ 955 $ 15 December 31, 2022 37 200 110 13 Increase (decrease) $ 9 $ 1 $ (845) $ (2) Contract Liabilities – Current Advances from Medicare December 31, 2021 $ 4 December 31, 2022 — Decrease $ (4) |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Classified as Held for Sale and Components of Business that have Been Disposed of or have Been Classified as Held for Sale | Assets and liabilities classified as held for sale at December 31, 2023 were comprised of the following: Accounts receivable $ 78 Other current assets 25 Investments and other long-term assets 26 Property and equipment 204 Other intangible assets 17 Goodwill 425 Current liabilities (45) Long-term liabilities (24) Net assets held for sale $ 706 The following table presents amounts included in income from continuing operations, before income taxes, related to significant components of our business that were recently disposed of or were classified as held for sale at December 31, 2023: Years Ended December 31, 2023 2022 2021 Significant disposals: Income (loss) from continuing operations, before income taxes: Miami Hospitals (includes a $406 million gain on sale in 2021) $ (3) $ 10 $ 455 Significant planned divestitures classified as held for sale: Income from continuing operations, before income taxes: SC Hospitals $ 130 $ 127 $ 135 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related To Leases | The following table presents the components of our right‑of‑use assets and liabilities related to leases and their classification in our Consolidated Balance Sheets: December 31, Component of Lease Balances Classification in Consolidated Balance Sheets 2023 2022 Assets: Operating lease assets Investments and other assets $ 1,083 $ 1,129 Finance lease assets Property and equipment, at cost, less accumulated depreciation and amortization 253 303 Total leased assets $ 1,336 $ 1,432 Liabilities: Operating lease liabilities: Current Other current liabilities $ 204 $ 207 Long-term Other long-term liabilities 1,007 1,046 Total operating lease liabilities 1,211 1,253 Finance lease liabilities: Current Current portion of long-term debt 84 99 Long-term Long-term debt, net of current portion 120 165 Total finance lease liabilities 204 264 Total lease liabilities $ 1,415 $ 1,517 |
Schedule of Additional Information Related to Lease Expense, Terms and Discount Rates, and Cash Flow Information | The following table presents the components of our lease expense and their classification in our Consolidated Statements of Operations: Component of Lease Expense Classification in Consolidated Statements of Operations Years Ended December 31, 2023 2022 2021 Operating lease expense Other operating expenses, net $ 259 $ 262 $ 241 Finance lease expense: Amortization of leased assets Depreciation and amortization 55 58 71 Interest on lease liabilities Interest expense 8 8 9 Total finance lease expense 63 66 80 Variable and short term-lease expense Other operating expenses, net 159 150 171 Total lease expense $ 481 $ 478 $ 492 The weighted‑average lease terms and discount rates for operating and finance leases are presented in the following table: Years Ended December 31, 2023 2022 2021 Weighted-average remaining lease term (years): Operating leases 7.6 8.0 7.5 Finance leases 6.0 5.5 5.7 Weighted-average discount rate: Operating leases 5.0 % 4.8 % 5.1 % Finance leases 6.5 % 5.9 % 5.4 % Cash flow and other information related to leases is included in the following table: Years Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 258 $ 250 $ 237 Operating cash outflows from finance leases $ 13 $ 14 $ 12 Financing cash outflows from finance leases $ 107 $ 118 $ 140 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 168 $ 341 $ 176 Finance leases $ 55 $ 97 $ 136 |
Schedule of Operating Lease Liability Maturity | Future maturities of lease liabilities at December 31, 2023 are presented in the following table: Operating Leases Finance Leases Total 2024 $ 255 $ 95 $ 350 2025 225 54 279 2026 190 24 214 2027 165 9 174 2028 136 7 143 Later years 494 70 564 Total lease payments 1,465 259 1,724 Less: Imputed interest 254 55 309 Total lease obligations 1,211 204 1,415 Less: Current obligations 204 84 288 Long-term lease obligations $ 1,007 $ 120 $ 1,127 |
Schedule of Finance Lease Liability Maturity | Future maturities of lease liabilities at December 31, 2023 are presented in the following table: Operating Leases Finance Leases Total 2024 $ 255 $ 95 $ 350 2025 225 54 279 2026 190 24 214 2027 165 9 174 2028 136 7 143 Later years 494 70 564 Total lease payments 1,465 259 1,724 Less: Imputed interest 254 55 309 Total lease obligations 1,211 204 1,415 Less: Current obligations 204 84 288 Long-term lease obligations $ 1,007 $ 120 $ 1,127 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt and Lease Obligation [Abstract] | |
Schedule of Long-Term Debt | The table below presents our long‑term debt included in the accompanying Consolidated Balance Sheets: December 31, 2023 2022 Senior unsecured notes: 6.125% due 2028 $ 2,500 $ 2,500 6.875% due 2031 362 362 Senior secured first lien notes: 4.625% due July 2024 — 756 4.625% due September 2024 — 589 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 6.125% due 2030 2,000 2,000 6.750% due 2031 1,350 — Senior secured second lien notes: 6.250% due 2027 1,500 1,500 Finance leases, mortgages and other notes 361 453 Unamortized issue costs and note discounts (121) (131) Long-term debt 15,002 15,079 Less: Current portion 120 145 Long-term debt, net of current portion $ 14,882 $ 14,934 |
Schedule of Future Long Term Debt Maturities | Future long‑term debt maturities, including finance lease obligations were as follows as of December 31, 2023: Years Ending December 31, Later Years Total 2024 2025 2026 2027 2028 Long-term debt, including finance lease obligations $ 15,123 $ 120 $ 92 $ 2,149 $ 3,029 $ 3,114 $ 6,619 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the years ended December 31, 2023, 2022 and 2021: Number of Options Wtd. Avg. Aggregate Wtd. Avg (In Millions) Outstanding at December 31, 2020 912,531 $ 22.51 Exercised (391,533) $ 20.66 Outstanding at December 31, 2021 520,998 $ 23.90 Exercised (60,051) $ 28.26 Outstanding at December 31, 2022 460,947 $ 23.33 Exercised (76,507) $ 26.07 Outstanding at December 31, 2023 384,440 $ 22.79 $ 20 4.1 years |
Schedule of Information About Stock Options by Range of Exercise Prices | The following table summarizes information about our outstanding stock options at December 31, 2023: Options Outstanding and Exercisable Range of Exercise Prices Number of Wtd. Avg. Wtd. Avg. $18.99 to $20.609 255,845 3.6 years $ 19.62 $20.61 to $35.430 128,595 5.1 years $ 29.07 384,440 4.1 years $ 22.79 |
Schedule of Restricted Stock Unit Activity | The following table summarizes RSU activity during the years ended December 31, 2023, 2022 and 2021: Restricted Wtd. Avg. Grant Date Fair Unvested at December 31, 2020 2,095,206 $ 25.87 Granted 900,018 $ 58.61 Vested (765,814) $ 30.51 Forfeited (58,208) $ 37.60 Unvested at December 31, 2021 2,171,202 $ 40.51 Granted 641,205 $ 80.79 Vested (1,187,384) $ 37.18 Forfeited (104,605) $ 53.58 Unvested at December 31, 2022 1,520,418 $ 66.36 Granted 759,590 $ 60.88 Performance-based adjustment 185,901 $ 48.97 Vested (954,401) $ 48.75 Forfeited (90,445) $ 64.61 Unvested at December 31, 2023 1,421,063 $ 66.46 The table below summarizes the time-based RSUs granted during the year ended December 31, 2023: No. of RSUs Granted Vesting Terms 309,282 RSUs will vest and be settled ratably over a three 42,626 RSUs will vest and be settled on the fifth anniversary of the grant date 42,100 RSUs granted to our non-employee directors for the 2023-2024 board service year, which vested immediately and will be settled on the third anniversary of the grant date 33,586 RSUs vested and settled in December 2023 20,707 RSUs will vest and be settled upon the relocation of one of our executive officers 2,007 RSUs will vest and be settled on the third anniversary of the grant date The table below summarizes the performance-based RSUs granted during the year ended December 31, 2023: No. of RSUs Granted Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 301,562 RSUs will vest and be settled on the third anniversary of the grant date 2023 to 2025 — % 225 % 185,901 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2020 7,720 RSUs will vest and be settled on the third anniversary of the grant date 2023 to 2025 — % 200 % The table below summarizes the time-based RSUs granted during the year ended December 31, 2022: No. of RSUs Granted Vesting Terms 237,381 RSUs will vest and be settled ratably over a three 53,716 RSUs were scheduled to vest and be settled ratably over 11 quarterly periods 35,482 RSUs granted to our non-employee directors for the 2022-2023 board service year vested immediately and will be settled on the third anniversary of the grant date 9,215 RSUs will vest and be settled ratably over a four 7,325 RSUs granted to a non-executive member of the board of directors for his service as chairman of the board; award vested and settled in December 2023 6,170 RSUs will vest and be settled evenly on the third and fourth anniversaries of the grant date 4,608 RSUs will vest and be settled on the second anniversary of the grant date The table below summarizes the time-based RSUs granted during the year ended December 31, 2021: No. of RSUs Granted Vesting Terms 263,180 RSUs will vest and be settled ratably over a three 189,215 RSUs were scheduled to vest and be settled ratably over eight quarterly periods from the grant date 53,341 RSUs will vest and be settled on the fourth anniversary of the grant date 38,366 RSUs granted to our non-employee directors for the 2021-2022 board service year, which vested immediately and will be settled on the third anniversary of the grant date 33,351 RSUs will vest and be settled on the third anniversary of the grant date 14,192 RSUs vested on December 31, 2021 and were settled in January 2022 8,509 RSUs, one-third of which will vest and be settled on the second anniversary of the grant date and the remainder of which will vest and be settled on the fourth anniversary 1,372 RSUs granted to a new member of our board of directors, which vested immediately and will be settled upon separation from the board The table below summarizes the performance-based RSUs granted during the year ended December 31, 2021: No. of RSUs Granted Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 244,259 RSUs will vest and be settled on the third anniversary of the grant 2021 to 2023 — % 200 % 53,341 RSUs will vest and be settled on the fourth anniversary of the grant date 2021 to 2025 — % 200 % 892 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2018 The following table summarizes RSU activity under the USPI Management Equity Plan during the years ended December 31, 2023, 2022 and 2021: Restricted Wtd. Avg. Grant Date Fair Unvested at December 31, 2020 2,025,056 $ 34.13 Granted 76,990 $ 34.13 Vested (388,588) $ 34.13 Forfeited (218,576) $ 34.13 Unvested at December 31, 2021 1,494,882 $ 34.13 Vested (369,691) $ 34.13 Forfeited (202,351) $ 34.13 Unvested at December 31, 2022 922,840 $ 34.13 Vested (303,171) $ 34.13 Forfeited (11,685) $ 34.13 Unvested at December 31, 2023 607,984 $ 34.13 |
Schedule of Share-based Payment Award, Awards Other Than Options, Valuation Assumptions | Significant inputs used in our valuation of these RSUs included the following: Years Ended December 31, 2023 2022 2021 Expected volatility 53.6% - 65.6% 39.6% - 68.1% 65.2% - 79.3% Risk-free interest rate 4.2% - 4.8% 1.0% - 1.7% 0.1% - 0.6% |
Schedule of Employee Stock Purchase Plan Activity | We issued the following numbers of shares under our employee stock purchase plan: Years Ended December 31, 2023 2022 2021 Number of shares (in thousands) 69 98 90 Weighted average price $ 65.62 $ 54.19 $ 63.01 |
Schedule of Reconciliation of Funded Status of Plans, the Amounts included in the Consolidated Balance Sheets and Assumptions Used for Projected Benefit Obligations | The following tables summarize the balance sheet impact, as well as the benefit obligations, funded status and rate assumptions associated with the SERPs and the DMC Pension Plan based on actuarial valuations prepared: December 31, 2023 2022 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,002) $ (1,313) Interest cost (53) (37) Actuarial gain (loss) (15) 265 Benefits paid 84 83 Annuity purchase 36 — Special termination benefit costs (1) — Ending obligations (951) (1,002) Fair value of plans assets Beginning plan assets 648 867 Gain (loss) on plan assets 41 (161) Employer contribution — 2 Benefits paid (61) (60) Annuity purchase (36) — Ending plan assets 592 648 Funded status of plans $ (359) $ (354) Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (24) $ (23) Other long-term liability $ (335) $ (331) Accumulated other comprehensive loss $ 224 $ 222 SERP Assumptions: Discount rate 5.50 % 5.75 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2023 December 31, 2022 DMC Pension Plan Assumptions: Discount rate 5.25 % 5.51 % Compensation increase rate Frozen Frozen Measurement date December 31, 2023 December 31, 2022 (1) The accumulated benefit obligation at December 31, 2023 and 2022 was approximately $951 million and $1.002 billion, respectively. |
Schedule of Components of Net Benefit Costs and Assumptions Used for Net Periodic Benefit Costs | The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2023 2022 2021 Interest costs $ 53 $ 37 $ 36 Expected return on plan assets (36) (42) (53) Amortization of net actuarial loss 7 9 11 Special termination benefit costs 1 — — Net periodic benefit cost (income) $ 25 $ 4 $ (6) SERP Assumptions: Discount rate 5.75 % 3.00 % 2.75 % Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2023 January 1, 2022 January 1, 2021 Census date January 1, 2023 January 1, 2022 January 1, 2021 DMC Pension Plan Assumptions: Discount rate 5.51 % 2.89 % 2.53 % Long-term rate of return on assets 5.75 % 5.00 % 6.25 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2023 January 1, 2022 January 1, 2021 Census date January 1, 2023 January 1, 2022 January 1, 2021 |
Schedule of Weighted-Average Asset Allocations by Asset Category | The weighted‑average asset allocations by asset category as of December 31, 2023, were as follows: Target Actual Cash and cash equivalents — % 1 % Equity securities 20 % 6 % Debt securities 73 % 75 % Alternative investments 7 % 18 % |
Schedule of DMC Pension Plan Assets Measured at Fair Value on a Recurring Basis Aggregated by the Level in the Fair Value Hierarchy | The following tables summarize the DMC Pension Plan assets measured at fair value on a recurring basis as of December 31, 2023 and 2022, aggregated by the level in the fair value hierarchy within which those measurements are determined: Total Level 1 Level 2 Level 3 As of December 31, 2023: Cash and cash equivalents $ 6 $ 6 $ — $ — Equity securities 39 39 — — Fixed income funds 442 442 — — Alternative investments: Private equity securities 97 — — 97 Hedge funds 8 — — 8 $ 592 $ 487 $ — $ 105 As of December 31, 2022: Cash and cash equivalents $ 7 $ 7 $ — $ — Equity securities 89 89 — — Debt Securities: U.S. government obligations 200 200 — — Corporate debt securities 249 249 — — Alternative investments: Private equity securities 78 — — 78 Hedge funds 25 — — 25 $ 648 $ 545 $ — $ 103 |
Schedule of Estimated Future Benefit Payments | The following table presents the estimated future benefit payments to be made from the SERPs and the DMC Pension Plan, a portion of which will be funded from plan assets, for the next five years and in the aggregate for the five years thereafter: Years Ending December 31, Five Years Thereafter Total 2024 2025 2026 2027 2028 Estimated benefit payments $ 789 $ 84 $ 84 $ 83 $ 82 $ 81 $ 375 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | The principal components of property and equipment are shown in the table below: December 31, 2023 2022 Land $ 625 $ 661 Buildings and improvements 6,692 6,646 Construction in progress 269 195 Equipment 4,750 4,748 Finance lease assets 378 413 12,714 12,663 Accumulated depreciation and amortization (6,478) (6,201) Net property and equipment $ 6,236 $ 6,462 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The following table provides information on changes in the carrying amount of goodwill: December 31, 2023 2022 Hospital Operations Goodwill at beginning of period, net of accumulated impairment losses $ 3,411 $ 3,413 Goodwill acquired during the year 133 1 Goodwill related to assets held for sale and disposed (425) (3) Goodwill at end of period, net of accumulated impairment losses $ 3,119 $ 3,411 Ambulatory Care Goodwill at beginning of period $ 6,712 $ 5,848 Goodwill acquired during the year and purchase price allocation adjustments 493 866 Goodwill related to assets held for sale and disposed or deconsolidated facilities (17) (2) Goodwill at end of period $ 7,188 $ 6,712 |
Schedule of Other Intangible Assets | The following table provides information regarding other intangible assets, which were included in the accompanying Consolidated Balance Sheets: Gross Accumulated Net Book At December 31, 2023: Other intangible assets with finite useful lives: Capitalized software costs $ 1,712 $ (1,205) $ 507 Contracts 294 (164) 130 Other 91 (78) 13 Other intangible assets with finite lives 2,097 (1,447) 650 Other intangible assets with indefinite useful lives: Trade names 105 — 105 Contracts 609 — 609 Other 4 — 4 Other intangible assets with indefinite lives 718 — 718 Other intangible assets, net $ 2,815 $ (1,447) $ 1,368 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, net $ 2,852 $ (1,428) $ 1,424 |
Schedule of Estimated Future Amortization of Intangibles with Finite Useful Lives | Estimated future amortization of intangible assets with finite useful lives at December 31, 2023 was as follows: Total Years Ending December 31, Later Years 2024 2025 2026 2027 2028 Amortization of intangible assets $ 650 $ 132 $ 124 $ 99 $ 84 $ 61 $ 150 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | The principal components of other current assets in the accompanying Consolidated Balance Sheets were as follows: December 31, 2023 2022 Prepaid expenses $ 391 $ 400 Contract assets 208 200 California provider fee program receivables 329 367 Receivables from other government programs 282 187 Guarantees 274 143 Non-patient receivables 260 390 Other 95 88 Total other current assets $ 1,839 $ 1,775 |
Schedule of Investments and Other Assets | The principal components of investments and other assets in the accompanying Consolidated Balance Sheets were as follows: December 31, 2023 2022 Marketable securities $ 48 $ 30 Equity investments in unconsolidated healthcare entities 1,512 1,599 Total investments 1,560 1,629 Cash surrender value of life insurance policies 43 37 Long-term deposits 50 56 California provider fee program receivables 334 197 Operating lease assets 1,083 1,129 Other long-term receivables and other assets 87 99 Total investments and other assets $ 3,157 $ 3,147 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The table below presents our accumulated other comprehensive loss by component: December 31, 2023 2022 Adjustments for defined benefit plans $ (180) $ (178) Unrealized gains on investments (1) (3) Accumulated other comprehensive loss $ (181) $ (181) The following table presents the income tax expense (benefit) from each component of our other comprehensive income: December 31, 2023 2022 Adjustments for defined benefit plans $ — $ 18 Foreign currency translation adjustments and other — (1) Net income tax expense related to items of other comprehensive income $ — $ 17 |
NET OPERATING REVENUES - (Table
NET OPERATING REVENUES - (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Sources of Net Operating Revenues Less Provisions for Doubtful Accounts and Implicit Price Concessions | The table below presents our sources of net operating revenues: Years Ended December 31, 2023 2022 2021 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 2,383 $ 2,369 $ 2,615 Medicaid 1,233 1,069 1,254 Managed care 10,248 9,607 9,985 Uninsured 96 141 199 Indemnity and other 590 661 706 Total 14,550 13,847 14,759 Other revenues (1) 2,133 2,079 2,008 Total Hospital Operations 16,683 15,926 16,767 Ambulatory Care 3,865 3,248 2,718 Net operating revenues $ 20,548 $ 19,174 $ 19,485 (1) Primarily revenue from physician practices and revenue cycle management. Revenue from revenue cycle management services is included in other revenues for all periods presented to conform with our new reporting segment structure. The following table presents the composition of net operating revenues for our Ambulatory Care segment: Years Ended December 31, 2023 2022 2021 Net patient service revenues $ 3,713 $ 3,115 $ 2,604 Management fees 123 110 86 Revenue from other sources 29 23 28 Net operating revenues $ 3,865 $ 3,248 $ 2,718 |
Schedule of Revenue Expected to be Recognized in the Future Related to Performance Obligations | The following table includes revenue from revenue cycle management services 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, variable‑based escalators, performance incentives, penalties or other variable consideration that is considered constrained. Our contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Years Ending December 31, Later Years Total 2024 2025 2026 2027 2028 Performance obligations $ 6,026 $ 685 $ 684 $ 683 $ 683 $ 683 $ 2,608 |
CLAIMS AND LAWSUITS (Tables)
CLAIMS AND LAWSUITS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: Balances at Litigation and Cash Other Balances at Year Ended December 31, 2023 $ 51 $ 47 $ (59) $ 1 $ 40 Year Ended December 31, 2022 $ 78 $ 70 $ (100) $ 3 $ 51 Year Ended December 31, 2021 $ 26 $ 116 $ (59) $ (5) $ 78 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Changes in Redeemable Noncontrolling Interests in Equity of Consolidated Subsidiaries | The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries: December 31, 2023 2022 Balances at beginning of period $ 2,149 $ 2,203 Net income 366 348 Distributions paid to noncontrolling interests (305) (331) Accretion of redeemable noncontrolling interests — 104 Purchases and sales of businesses and noncontrolling interests, net 181 (175) Balances at end of period $ 2,391 $ 2,149 The following tables show the composition by segment of our redeemable noncontrolling interests balances, as well as our net income available to redeemable noncontrolling interests: December 31, 2023 2022 Hospital Operations $ 860 $ 792 Ambulatory Care 1,531 1,357 Redeemable noncontrolling interests $ 2,391 $ 2,149 Years Ended December 31, 2023 2022 2021 Hospital Operations $ 84 $ 100 $ 93 Ambulatory Care 282 248 243 Net income available to redeemable noncontrolling interests $ 366 $ 348 $ 336 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes For Continuing Operations | The provision for income taxes for continuing operations for the years ended December 31, 2023, 2022 and 2021 consisted of the following: Years Ended December 31, 2023 2022 2021 Current tax expense: Federal $ 208 $ 78 $ 50 State 46 57 111 254 135 161 Deferred tax expense (benefit): Federal 55 174 267 State (3) 35 (17) 52 209 250 $ 306 $ 344 $ 411 |
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. Foreign pre-tax loss was $3 million, $8 million and $5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Years Ended December 31, 2023 2022 2021 Tax expense at statutory federal rate of 21% $ 340 $ 282 $ 396 State income taxes, net of federal income tax benefit 70 64 77 Tax benefit attributable to noncontrolling interests (147) (122) (114) Nondeductible goodwill — 1 35 Nondeductible executive compensation 6 10 8 Impact of change in state filing method, net of change in unrecognized tax benefit (20) — — Nondeductible litigation costs — — 1 Stock-based compensation tax benefit (2) (6) (5) Changes in valuation allowance 71 120 2 Prior-year provision to return adjustments and other changes in deferred taxes (9) (12) 8 Other items (3) 7 3 Income tax expense $ 306 $ 344 $ 411 |
Schedule of Components of Deferred Tax Assets and Liabilities, Including Any Valuation Allowance | The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance: December 31, 2023 December 31, 2022 Assets Liabilities Assets Liabilities Depreciation and fixed-asset differences $ — $ 430 $ — $ 436 Reserves related to discontinued operations and restructuring charges 6 — 5 — Receivables (doubtful accounts and adjustments) 222 — 246 — Medicare advance payments — — — — Accruals for retained insurance risks 232 — 227 — Intangible assets — 429 — 416 Other long-term liabilities 32 — 27 — Benefit plans 233 — 207 — Other accrued liabilities 20 — 30 — Investments and other assets — 119 — 112 Interest expense limitation 206 — 133 — Net operating loss carryforwards 71 — 74 — Stock-based compensation 13 — 13 — Right-of-use lease assets and obligations 129 111 192 173 Other items 4 80 11 49 1,168 1,169 1,165 1,186 Valuation allowance (248) — (177) — $ 920 $ 1,169 $ 988 $ 1,186 |
Schedule of Reconciliation of the Deferred Tax Assets and Liabilities and the Corresponding Amounts Reported in the Accompanying Consolidated Balance Sheets | Below is a reconciliation of the deferred tax assets and liabilities and the corresponding amounts reported in the accompanying Consolidated Balance Sheets: December 31, 2023 2022 Deferred income tax assets $ 77 $ 19 Deferred tax liabilities (326) (217) Net deferred tax liability $ (249) $ (198) |
Schedule of Changes in Unrecognized Tax Benefits That Have Impacted Deferred Tax Assets and Liabilities | The following table summarizes the total changes in unrecognized tax benefits in continuing operations during the years ended December 31, 2023, 2022 and 2021. There were no such changes in discontinued operations. The additions and reductions for tax positions include the impact of items for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductions. Such amounts include unrecognized tax benefits that have impacted deferred tax assets and liabilities at December 31, 2023, 2022 and 2021. Continuing Balance At December 31, 2020 $ 31 Reductions due to a lapse of statute of limitations 3 Balance At December 31, 2021 $ 34 Reductions due to a lapse of statute of limitations — Balance At December 31, 2022 $ 34 Increases due to tax positions taken in prior periods 31 Reductions due to a lapse of statute of limitations (1) Balance At December 31, 2023 $ 64 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators of our Basic and Diluted 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. 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 Year Ended December 31, 2023 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 611 101,639 $ 6.01 Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock (13) 3,161 (0.30) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 598 104,800 $ 5.71 Year Ended December 31, 2022 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 410 106,929 $ 3.83 Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock 8 3,587 (0.05) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 418 110,516 $ 3.78 Year Ended December 31, 2021 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 915 106,833 $ 8.56 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,738 (0.13) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 915 108,571 $ 8.43 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | The following table presents this information about assets measured at fair value at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair values: Total Quoted Prices Significant Other Significant December 31, 2023 Long-lived assets held for sale $ 775 $ — $ 775 $ — December 31, 2022 Long-lived assets held and used $ 167 $ — $ 167 $ — |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | Preliminary or final purchase price allocations for all the acquisitions made during the years ended December 31, 2023, 2022 and 2021 are as follows: Years Ended December 31, 2023 2022 2021 Current assets $ 34 $ 38 $ 59 Property and equipment 28 54 88 Other intangible assets 5 2 8 Goodwill 644 860 664 Other long-term assets 32 99 796 Previously held equity method investments (99) (207) (43) Current liabilities (36) (41) (25) Long-term liabilities (37) (118) (70) Redeemable noncontrolling interests in equity of consolidated subsidiaries (229) (180) (139) Noncontrolling interests (102) (273) (95) Cash paid, net of cash acquired (224) (234) (1,220) Gains on consolidations $ 16 $ — $ 23 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Consolidated Balance Sheets and Consolidated Statements of Operations, as applicable: December 31, 2023 2022 2021 Assets: Hospital Operations $ 17,268 $ 16,599 $ 18,106 Ambulatory Care 11,044 10,557 9,473 Total $ 28,312 $ 27,156 $ 27,579 |
Schedule of Reconciliation of Other Significant Reconciling Items From Segments to Consolidated | Years Ended December 31, 2023 2022 2021 Capital expenditures: Hospital Operations $ 671 $ 687 $ 592 Ambulatory Care 80 75 66 Total $ 751 $ 762 $ 658 Net operating revenues: Hospital Operations $ 16,683 $ 15,926 $ 16,767 Ambulatory Care 3,865 3,248 2,718 Total $ 20,548 $ 19,174 $ 19,485 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 10 $ 10 $ 25 Ambulatory Care 218 206 193 Total $ 228 $ 216 $ 218 Adjusted EBITDA: Hospital Operations $ 1,997 $ 2,142 $ 2,286 Ambulatory Care 1,544 1,327 1,197 Total $ 3,541 $ 3,469 $ 3,483 Depreciation and amortization: Hospital Operations $ 750 $ 729 $ 760 Ambulatory Care 120 112 95 Total $ 870 $ 841 $ 855 Years Ended December 31, 2023 2022 2021 Adjusted EBITDA $ 3,541 $ 3,469 $ 3,483 Loss from divested and closed businesses — — (1) Depreciation and amortization (870) (841) (855) Impairment and restructuring charges, and acquisition-related costs (137) (226) (85) Litigation and investigation costs (47) (70) (116) Interest expense (901) (890) (923) Loss from early extinguishment of debt (11) (109) (74) Other non-operating income, net 19 10 14 Gains on sales, consolidation and deconsolidation of facilities 23 1 445 Income from continuing operations, before income taxes $ 1,617 $ 1,344 $ 1,888 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Description of Business (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Dec. 31, 2023 healthcare_facility hospital segment | Dec. 31, 2022 segment | Jun. 29, 2022 | |
Business Acquisition [Line Items] | ||||
Number of reportable segments | segment | 2 | 3 | ||
Number of acute care and specialty hospitals operated | hospital | 61 | |||
Hospital Operations | ||||
Business Acquisition [Line Items] | ||||
Number of outpatient facilities operated | healthcare_facility | 164 | |||
Ambulatory Care | ||||
Business Acquisition [Line Items] | ||||
Number of outpatient centers recorded using equity method | healthcare_facility | 155 | |||
United Surgical Partners International | Ambulatory Care | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage by parent (percent) | 100% | 95% | ||
United Surgical Partners International | Ambulatory Care | ||||
Business Acquisition [Line Items] | ||||
Number of ambulatory surgery centers | hospital | 461 | |||
Number of surgical hospitals operated by subsidiaries | hospital | 24 | |||
Number of outpatient centers recorded using equity method | healthcare_facility | 155 | |||
Baylor University Medical Center | United Surgical Partners International | ||||
Business Acquisition [Line Items] | ||||
Share purchase agreement amount of payment | $ | $ 406 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Diluted (in shares) | 104,800 | 110,516 | 108,571 |
Earnings per share, diluted (in dollars per share) | $ 5.71 | $ 3.79 | $ 8.42 |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | |||
Business Acquisition [Line Items] | |||
Diluted (in shares) | 2,364 | 2,673 | |
Earnings per share, diluted (in dollars per share) | $ (0.26) | $ (0.01) |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - COVID-19 Pandemic (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Received cash payments | $ 10,000,000 | $ 196,000,000 | $ 178,000,000 |
Grant income | 16,000,000 | 194,000,000 | 191,000,000 |
Deferred revenue | 0 | 7,000,000 | |
Contract liabilities advance payments | 880,000,000 | 512,000,000 | |
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 | 10,000,000 | 193,000,000 | 142,000,000 |
Grant income | 15,000,000 | 190,000,000 | 142,000,000 |
Contract liabilities advance payments | 876,000,000 | 457,000,000 | |
Contract liabilities | 59,000,000 | 110,000,000 | 955,000,000 |
Ambulatory Care | |||
Business Acquisition [Line Items] | |||
Received cash payments | 0 | 3,000,000 | 36,000,000 |
Grant income | 1,000,000 | 4,000,000 | 49,000,000 |
Contract liabilities advance payments | 4,000,000 | 55,000,000 | |
Contract liabilities | 0 | 0 | 4,000,000 |
Hospital Operations And Ambulatory Care | |||
Business Acquisition [Line Items] | |||
Contract liabilities | 0 | 0 | |
Cash‑Managed Affiliates | |||
Business Acquisition [Line Items] | |||
Received cash payments | 0 | 0 | 37,000,000 |
Contract liabilities advance payments | 0 | 104,000,000 | |
Unconsolidated affiliates | Ambulatory Care | |||
Business Acquisition [Line Items] | |||
Grant income | $ 0 | $ 0 | $ 14,000,000 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Net Operating Revenues (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Cost report filing period after end of annual cost reporting period | 5 months |
Percentage of contract assets that meet the conditions for unconditional right to payment (percentage) | 88% |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents | ||||
Cash and cash equivalents | $ 1,228 | $ 858 | ||
Accrued property and equipment purchases for items received but not yet paid | 154 | 196 | $ 95 | |
United Surgical Partners International | ||||
Cash and Cash Equivalents | ||||
Purchase and sales of business and noncontrolling interest, net | $ 365 | |||
Loss from purchase of noncontrolling interests | 23 | |||
Baylor University Medical Center | United Surgical Partners International | ||||
Cash and Cash Equivalents | ||||
Share purchase agreement, payment for execution | 11 | |||
Debt instrument payment | $ 377 | |||
Baylor University Medical Center | United Surgical Partners International | Put Option | ||||
Cash and Cash Equivalents | ||||
Ownership percentage | 5% | |||
Captive Insurance Subsidiaries | ||||
Cash and Cash Equivalents | ||||
Cash and cash equivalents | 100 | 140 | ||
Accounts Payable | ||||
Cash and Cash Equivalents | ||||
Book overdrafts classified as accounts payable | 187 | 266 | ||
Accrued property and equipment purchases for items received but not yet paid | $ 141 | $ 191 | $ 88 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Investments in Unconsolidated Affiliates (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) healthcare_facility | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Grant income | $ 16 | $ 194 | $ 191 |
Percentage of investee results reflected on date of acquisition | 1 | ||
Current assets | $ 7,167 | 5,981 | |
Current liabilities | (4,760) | (4,476) | |
Noncontrolling interests | (1,509) | (1,317) | |
Net operating revenues | 20,548 | 19,174 | 19,485 |
Net income | 1,311 | 1,001 | 1,476 |
Equity in earnings of unconsolidated affiliates | 228 | 216 | 218 |
Unconsolidated affiliates | |||
Schedule of Equity Method Investments [Line Items] | |||
Current assets | 1,223 | 1,142 | 1,176 |
Noncurrent assets | 1,355 | 1,356 | 1,390 |
Current liabilities | (456) | (479) | (495) |
Noncurrent liabilities | (917) | (878) | (855) |
Noncontrolling interests | (670) | (644) | (659) |
Net operating revenues | 3,510 | 3,360 | 3,030 |
Net income | 860 | 805 | 836 |
Net income attributable to the investees | 484 | 453 | 499 |
Texas Health Ventures Group, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings of unconsolidated affiliates | $ 104 | 89 | 107 |
Ambulatory Care | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of outpatient centers recorded not using equity method | healthcare_facility | 330 | ||
Number of outpatient centers recorded using equity method | healthcare_facility | 155 | ||
Number Out Patient Centers, Ownership Interest | healthcare_facility | 485 | ||
Grant income | $ 1 | 4 | 49 |
Net operating revenues | 3,865 | 3,248 | 2,718 |
Equity in earnings of unconsolidated affiliates | 218 | 206 | 193 |
Ambulatory Care | Unconsolidated affiliates | |||
Schedule of Equity Method Investments [Line Items] | |||
Grant income | $ 0 | $ 0 | $ 14 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Buildings and improvements | Minimum | |||
Property and equipment | |||
Useful life | 15 years | ||
Buildings and improvements | Maximum | |||
Property and equipment | |||
Useful life | 40 years | ||
Equipment | Minimum | |||
Property and equipment | |||
Useful life | 3 years | ||
Equipment | Maximum | |||
Property and equipment | |||
Useful life | 15 years | ||
Newly Constructed Hospitals | |||
Property and equipment | |||
Useful life | 50 years | ||
Construction in progress | |||
Property and equipment | |||
Interest costs capitalized related to construction projects | $ 9 | $ 8 | $ 4 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | Dec. 31, 2023 renewal_option |
Property and equipment | |
Number of renewal options | 1 |
Minimum | |
Property and equipment | |
Operating lease, renewal term | 5 years |
Maximum | |
Property and equipment | |
Operating lease, renewal term | 10 years |
Real estate | Minimum | |
Property and equipment | |
Operating lease, term of contract | 5 years |
Real estate | Maximum | |
Property and equipment | |
Operating lease, term of contract | 10 years |
Equipment | |
Property and equipment | |
Operating lease, term of contract | 3 years |
Equipment | Minimum | |
Property and equipment | |
Useful life | 3 years |
Equipment | Maximum | |
Property and equipment | |
Useful life | 15 years |
Medical Equipment | |
Property and equipment | |
Operating lease, term of contract | 3 years |
Medical Equipment | Minimum | |
Property and equipment | |
Useful life | 5 years |
Medical Equipment | Maximum | |
Property and equipment | |
Useful life | 7 years |
Computer And Telecommunication Equipment | |
Property and equipment | |
Useful life | 15 years |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangible Assets (Details) - Capitalized software costs | Dec. 31, 2023 |
Minimum | |
Goodwill and Other Intangible Assets | |
Estimated useful life | 3 years |
Maximum | |
Goodwill and Other Intangible Assets | |
Estimated useful life | 15 years |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Revenue generated by general hospitals | 81% | 83% | 86% |
EQUITY - Noncontrolling Interes
EQUITY - Noncontrolling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | $ 3,117 | $ 2,459 | $ 2,054 | $ 937 |
Net income attributable to noncontrolling interests | 945 | 653 | 1,140 | |
Noncontrolling Interests | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 1,509 | 1,317 | 1,026 | $ 909 |
Net income attributable to noncontrolling interests | 334 | 242 | 226 | |
Noncontrolling Interests | Hospital Operations | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 185 | 132 | ||
Net income attributable to noncontrolling interests | 30 | 21 | 21 | |
Noncontrolling Interests | Ambulatory Care | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 1,324 | 1,185 | ||
Net income attributable to noncontrolling interests | $ 304 | $ 221 | $ 205 |
EQUITY - Share Repurchase Progr
EQUITY - Share Repurchase Programs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 31, 2022 | Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Oct. 22, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||||||
Amount of common stock authorized to be repurchased | $ 1,000 | |||||||||||||||||
Total Number of Shares Purchased (in shares) | 1,800 | 644 | 0 | 0 | 0 | 0 | 0 | 580 | 0 | 906 | 0 | 0 | 0 | 4,089 | 5,889 | 3,112 | ||
Average Price Paid per Share (in dollars per shares) | $ 41.81 | $ 68.53 | $ 67.12 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 69.17 | $ 0 | $ 55.03 | $ 0 | $ 0 | $ 0 | $ 42.74 | $ 42.45 | $ 64.27 | |
Maximum Dollar Value of Shares That May Yet be Purchased Under the Program | $ 925 | $ 550 | $ 594 | $ 660 | $ 660 | $ 660 | $ 660 | $ 660 | $ 660 | $ 700 | $ 700 | $ 750 | $ 750 | $ 750 | $ 750 | $ 750 | $ 550 | |
Publicly Announced Share Repurchase Program | ||||||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||||||
Total Number of Shares Purchased (in shares) | 1,800 | 644 | 982 | 0 | 0 | 0 | 0 | 0 | 580 | 0 | 906 | 0 | 0 | 0 | 4,089 | 5,889 | 3,112 |
ACCOUNTS RECEIVABLE - Component
ACCOUNTS RECEIVABLE - Components (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Receivable Additional Disclosures [Abstract] | ||
Patient accounts receivable | $ 2,719 | $ 2,746 |
Estimated future recoveries | 148 | 149 |
Net cost reports and settlements receivable and valuation allowances | 47 | 48 |
Accounts receivable, net | $ 2,914 | $ 2,943 |
ACCOUNTS RECEIVABLE - Location
ACCOUNTS RECEIVABLE - Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Other current assets | $ 1,839 | $ 1,775 |
Investments and other assets | 3,157 | 3,147 |
Liabilities: | ||
Other current liabilities | 1,779 | 1,581 |
Other long-term liabilities | 1,709 | 1,800 |
California's Provider Fee Program | ||
Assets: | ||
Other current assets | 329 | 367 |
Investments and other assets | 334 | 197 |
Liabilities: | ||
Other current liabilities | 172 | 145 |
Other long-term liabilities | $ 135 | $ 63 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | $ 609 | $ 620 | $ 747 |
Uninsured patients | |||
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | 499 | 537 | 650 |
Charity care patients | |||
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | $ 110 | $ 83 | $ 97 |
CONTRACT BALANCES - Hospital Op
CONTRACT BALANCES - Hospital Operations and Ambulatory Care Segments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract Assets – Unbilled Revenue | ||
Balance at beginning of period | $ 200,000,000 | |
Balance at end of period | 208,000,000 | $ 200,000,000 |
Hospital Operations | ||
Receivables | ||
Balance at beginning of period | 37,000,000 | 28,000,000 |
Balance at end of period | 21,000,000 | 37,000,000 |
Increase (decrease) | (16,000,000) | 9,000,000 |
Contract Assets – Unbilled Revenue | ||
Balance at beginning of period | 200,000,000 | 199,000,000 |
Balance at end of period | 208,000,000 | 200,000,000 |
Increase (decrease) | 8,000,000 | 1,000,000 |
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | ||
Balance at beginning of period | 110,000,000 | 955,000,000 |
Balance at end of period | 59,000,000 | 110,000,000 |
Contract Liabilities – Long-Term Deferred Revenue | ||
Balance at beginning of period | 13,000,000 | 15,000,000 |
Balance at end of period | 12,000,000 | 13,000,000 |
Contract liabilities advance payments | 71,000,000 | 56,000,000 |
Hospital Operations | Medicare Advances | ||
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | ||
Balance at beginning of period | 876,000,000 | |
Hospital Operations | Short-term Contract with Customer | ||
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | ||
Increase (decrease) | (51,000,000) | (845,000,000) |
Contract Liabilities – Long-Term Deferred Revenue | ||
Increase (decrease) | (51,000,000) | (845,000,000) |
Hospital Operations | Long-term Contract with Customer | ||
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | ||
Increase (decrease) | (1,000,000) | (2,000,000) |
Contract Liabilities – Long-Term Deferred Revenue | ||
Increase (decrease) | (1,000,000) | (2,000,000) |
Ambulatory Care | ||
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | ||
Balance at beginning of period | 0 | 4,000,000 |
Balance at end of period | $ 0 | 0 |
Ambulatory Care | Short-term Contract with Customer | ||
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | ||
Increase (decrease) | (4,000,000) | |
Contract Liabilities – Long-Term Deferred Revenue | ||
Increase (decrease) | $ (4,000,000) |
CONTRACT BALANCES - Contract Co
CONTRACT BALANCES - Contract Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Amortized customer contract costs | $ 5 | $ 4 | $ 4 |
Unamortized contract costs | $ 22 | $ 24 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2023 hospital | Aug. 31, 2021 hospital | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2024 USD ($) | Jan. 31, 2023 | |
Current Assets and Liabilities Held for Sale | |||||||
Impairment charges | $ 43,000,000 | $ 94,000,000 | $ 8,000,000 | ||||
Discontinued Operations, Held-for-sale | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Impairment charges | $ 0 | $ 0 | 0 | ||||
Discontinued Operations, Held-for-sale | San Ramon RMC | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Ownership percentage of subsidiary | 51% | ||||||
SC Hospitals | Discontinued Operations, Held-for-sale | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Number of hospitals for sale | hospital | 3 | ||||||
SC Hospitals | Discontinued Operations, Held-for-sale | Subsequent Event | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Proceeds received | $ 2,400,000,000 | ||||||
Miami-Area Hospitals | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Number of hospitals for sale | hospital | 5 | ||||||
Gain (loss) on sale of properties | 406,000,000 | ||||||
Urgent Care Centers | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Gain (loss) on sale of properties | 14,000,000 | ||||||
Philadelphia Building | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Gain (loss) on sale of properties | $ 2,000,000 |
ASSETS AND LIABILITIES HELD F_4
ASSETS AND LIABILITIES HELD FOR SALE - Net assets held for sale (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current liabilities | $ (69) | $ 0 |
Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 78 | |
Other current assets | 25 | |
Investments and other long-term assets | 26 | |
Property and equipment | 204 | |
Other intangible assets | 17 | |
Goodwill | 425 | |
Current liabilities | (45) | |
Long-term liabilities | (24) | |
Net assets held for sale | $ 706 |
ASSETS AND LIABILITIES HELD F_5
ASSETS AND LIABILITIES HELD FOR SALE - Significant Components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Miami-Area Hospitals | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Accumulated other comprehensive loss | $ (3) | $ 10 | $ 455 |
Gain (loss) on sale of properties | 406 | ||
SC Hospitals | Discontinued Operations, Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Accumulated other comprehensive loss | $ 130 | $ 127 | $ 135 |
IMPAIRMENT AND RESTRUCTURING _2
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment and restructuring charges, and acquisition-related costs | $ 137 | $ 226 | $ 85 |
Restructuring charges | 79 | 118 | 57 |
Impairment charges | 43 | 94 | 8 |
Acquisition costs | 15 | 14 | 20 |
Lease termination costs | 10 | 32 | |
Restructuring costs | 6 | 43 | 24 |
Acquisition-related transaction costs | 20 | ||
Hospital Operations | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 88 | 3 | |
Ambulatory Care | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 6 | 5 | |
Legal Costs Related to The Sale of Certain Facilities | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | 36 | ||
Employee Severance | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | 15 | 27 | 14 |
Global Business Center in Republic of Philippines | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | $ 12 | 16 | $ 19 |
Hospital Buildings and Medical Equipment | Hospital Operations | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 82 | ||
Buildings Subject To Impairment Charges | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Noncurrent assets | $ 167 |
LEASES - Balance Sheet Componen
LEASES - Balance Sheet Components (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease assets | $ 1,083 | $ 1,129 |
Finance lease assets | 253 | 303 |
Total leased assets | 1,336 | 1,432 |
Operating lease liabilities, current | 204 | 207 |
Operating lease liabilities, long-term | 1,007 | 1,046 |
Total operating lease liabilities | 1,211 | 1,253 |
Finance lease liabilities, current | 84 | 99 |
Finance lease liabilities, long-term | 120 | 165 |
Total finance lease liabilities | 204 | 264 |
Total lease liabilities | $ 1,415 | $ 1,517 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Investments and other assets | Investments and other assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt | Current portion of long-term debt |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net of current portion | Long-term debt, net of current portion |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease expense | $ 259 | $ 262 | $ 241 |
Finance lease expense: | |||
Amortization of leased assets | 55 | 58 | 71 |
Interest on lease liabilities | 8 | 8 | 9 |
Total finance lease expense | 63 | 66 | 80 |
Variable and short term-lease expense | 159 | 150 | 171 |
Total lease expense | $ 481 | $ 478 | $ 492 |
Weighted-average remaining lease term (years), operating leases | 7 years 7 months 6 days | 8 years | 7 years 6 months |
Weighted-average remaining lease term (years), finance leases | 6 years | 5 years 6 months | 5 years 8 months 12 days |
Weighted-average discount rate, operating leases (percentage) | 5% | 4.80% | 5.10% |
Weighted-average discount rate, finance leases (percentage) | 6.50% | 5.90% | 5.40% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 258 | $ 250 | $ 237 |
Operating cash outflows from finance leases | 13 | 14 | 12 |
Financing cash outflows from finance leases | 107 | 118 | 140 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 168 | 341 | 176 |
Finance leases | $ 55 | $ 97 | $ 136 |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 255 | |
2025 | 225 | |
2026 | 190 | |
2027 | 165 | |
2028 | 136 | |
Later years | 494 | |
Total lease payments | 1,465 | |
Less: Imputed interest | 254 | |
Total operating lease liabilities | 1,211 | $ 1,253 |
Less: Current obligations | 204 | 207 |
Long-term lease obligations | 1,007 | 1,046 |
Finance Leases | ||
2024 | 95 | |
2025 | 54 | |
2026 | 24 | |
2027 | 9 | |
2028 | 7 | |
Later years | 70 | |
Total lease payments | 259 | |
Less: Imputed interest | 55 | |
Total finance lease liabilities | 204 | 264 |
Less: Current obligations | 84 | 99 |
Long-term lease obligations | 120 | 165 |
Total | ||
2024 | 350 | |
2025 | 279 | |
2026 | 214 | |
2027 | 174 | |
2028 | 143 | |
Later years | 564 | |
Total lease payments | 1,724 | |
Less: Imputed interest | 309 | |
Total lease liabilities | 1,415 | $ 1,517 |
Less: Current obligations | 288 | |
Long-term lease obligations | $ 1,127 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease assets | $ 1,083 | $ 1,129 | |
Operating lease liability | $ 1,211 | $ 1,253 | |
Hospital Operations | |||
Lessee, Lease, Description [Line Items] | |||
Net proceeds from sale of buildings | $ 147 | ||
Gain on sale of properties | 69 | ||
Operating lease assets | 103 | ||
Operating lease liability | $ 103 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | Jun. 15, 2022 |
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Finance leases, mortgages and other notes | $ 361 | $ 453 | ||
Unamortized issue costs and note discounts | (121) | (131) | ||
Long-term debt | 15,002 | 15,079 | ||
Less: Current portion | 120 | 145 | ||
Long-term debt, net of current portion | 14,882 | 14,934 | ||
Senior Notes | 6.125% due 2028 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 2,500 | 2,500 | ||
Interest rate, stated percentage | 6.125% | |||
Senior Notes | 6.875% due 2031 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 362 | 362 | ||
Interest rate, stated percentage | 6.875% | |||
Senior Notes | 4.625% due July 2024 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 0 | 756 | ||
Interest rate, stated percentage | 4.625% | |||
Senior Notes | 4.625% due September 2024 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 0 | 589 | ||
Interest rate, stated percentage | 4.625% | |||
Senior Notes | 4.875% due 2026 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 2,100 | 2,100 | ||
Interest rate, stated percentage | 4.875% | |||
Senior Notes | 5.125% due 2027 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 1,500 | 1,500 | ||
Interest rate, stated percentage | 5.125% | |||
Senior Notes | 4.625% due 2028 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 600 | 600 | ||
Interest rate, stated percentage | 4.625% | |||
Senior Notes | 4.250% due 2029 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 1,400 | 1,400 | ||
Interest rate, stated percentage | 4.25% | |||
Senior Notes | 4.375% due 2030 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 1,450 | 1,450 | ||
Interest rate, stated percentage | 4.375% | |||
Senior Notes | 6.125% due 2030 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 2,000 | 2,000 | ||
Interest rate, stated percentage | 6.125% | 6.125% | ||
Senior Notes | 6.750% due 2031 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 1,350 | 0 | ||
Interest rate, stated percentage | 6.75% | 6.75% | ||
Senior Notes | 6.250% due 2027 | ||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||
Carrying amount | $ 1,500 | $ 1,500 | ||
Interest rate, stated percentage | 6.25% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 23, 2022 USD ($) | May 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) day | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 15, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Loss from early extinguishment of debt | $ (11,000,000) | $ (109,000,000) | $ (74,000,000) | ||||||||
Senior Notes | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Aggregate principal amount | $ 14,762,000,000 | ||||||||||
Redemption price percentage | 100% | ||||||||||
Repurchase obligation due to change of control percentage of principal | 101% | ||||||||||
Senior Notes | Minimum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Interest rate, stated percentage | 4.25% | ||||||||||
Asset value as a percentage of consolidated net tangible assets for properties to be defined as principal property (percentage) | 5% | ||||||||||
Senior Notes | Maximum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Interest rate, stated percentage | 6.875% | ||||||||||
Secured debt ratio | 4 | ||||||||||
Asset value as a percentage of consolidated net tangible assets for properties to be defined as principal property (percentage) | 15% | ||||||||||
Senior Notes | 4.625% due September 2024 | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Interest rate, stated percentage | 4.625% | ||||||||||
Redemption price | $ 596,000,000 | ||||||||||
Principal amount redeemed | $ 589,000,000 | ||||||||||
Senior Notes | 4.625% due July 2024 | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Interest rate, stated percentage | 4.625% | ||||||||||
Principal amount redeemed | $ 756,000,000 | ||||||||||
Senior Notes | 7.500% due 2025 | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Interest rate, stated percentage | 7.50% | ||||||||||
Repurchased face amount | $ 700,000,000 | ||||||||||
Debt instrument payment | $ 730,000,000 | ||||||||||
Senior Notes | 6.125% due 2030 | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Aggregate principal amount | $ 2,000,000,000 | ||||||||||
Interest rate, stated percentage | 6.125% | 6.125% | |||||||||
Carrying amount | $ 2,000,000,000 | $ 2,000,000,000 | 2,000,000,000 | ||||||||
Senior Notes | 6.750% due 2023 | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Aggregate principal amount | $ 1,748,000,000 | ||||||||||
Interest rate, stated percentage | 6.75% | ||||||||||
Repurchased face amount | 124,000,000 | ||||||||||
Debt instrument payment | 1,933,000,000 | ||||||||||
Debt retirement | $ 1,872,000,000 | ||||||||||
Senior Notes | 4.625% due July 2024 | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Aggregate principal amount | 770,000,000 | 770,000,000 | |||||||||
Interest rate, stated percentage | 4.625% | ||||||||||
Repurchased face amount | 14,000,000 | 14,000,000 | |||||||||
Repayments of debt | 13,000,000 | ||||||||||
Carrying amount | 756,000,000 | $ 0 | 756,000,000 | ||||||||
Senior Notes | 4.625% due September 2024 | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Aggregate principal amount | 600,000,000 | 600,000,000 | |||||||||
Interest rate, stated percentage | 4.625% | ||||||||||
Repurchased face amount | 11,000,000 | 11,000,000 | |||||||||
Repayments of debt | 11,000,000 | ||||||||||
Carrying amount | 589,000,000 | $ 0 | 589,000,000 | ||||||||
Senior Notes | 6.750% due 2031 | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Aggregate principal amount | $ 1,350,000,000 | ||||||||||
Interest rate, stated percentage | 6.75% | 6.75% | |||||||||
Carrying amount | $ 0 | $ 1,350,000,000 | $ 0 | ||||||||
Credit Agreement | Revolving Credit Facility | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Revolving credit facility, maximum borrowing capacity (up to) | 1,500,000,000 | $ 1,500,000,000 | |||||||||
Carrying amount | 0 | ||||||||||
Amount available for borrowing under revolving credit facility | 1,500,000,000 | ||||||||||
Threshold limit of revolving credit facility | $ 150,000,000 | ||||||||||
Threshold limit of unused borrowing availability under the revolving credit facility, number of consecutive days | 3 days | ||||||||||
Credit Agreement | Revolving Credit Facility | Minimum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Unused commitment fee (percentage) | 0.25% | ||||||||||
Credit Agreement | Revolving Credit Facility | Maximum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Unused commitment fee (percentage) | 0.375% | ||||||||||
Credit Agreement | Revolving Credit Facility | Base rate | Minimum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Percentage margin on variable rate (percentage) | 0.25% | ||||||||||
Credit Agreement | Revolving Credit Facility | Base rate | Maximum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Percentage margin on variable rate (percentage) | 0.75% | ||||||||||
Credit Agreement | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Basis spread on credit spread | 0.10% | ||||||||||
Credit Agreement | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Percentage margin on variable rate (percentage) | 1.25% | ||||||||||
Credit Agreement | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Percentage margin on variable rate (percentage) | 1.75% | ||||||||||
Letter of Credit Facility | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Standby letters of credit outstanding | $ 1,000,000 | ||||||||||
Letter of Credit Facility | Letter Of Credit Facility | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Revolving credit facility, maximum borrowing capacity (up to) | $ 200,000,000 | ||||||||||
Standby letters of credit outstanding | $ 111,000,000 | ||||||||||
Secured debt to EBITDA ratio | 3 | ||||||||||
Interest rate on issued but undrawn letters of credit (percentage) | 1.50% | ||||||||||
Issuance fee, based on face amount (percentage) | 0.125% | ||||||||||
Maximum secured debt covenant ratio | 4.25 | ||||||||||
Letter of Credit Facility | Letter Of Credit Facility | Minimum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Unused commitment fee (percentage) | 0.25% | ||||||||||
Letter of Credit Facility | Letter Of Credit Facility | Maximum | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Unused commitment fee (percentage) | 0.375% | ||||||||||
Number of business days after notice for reimbursement of drawings | day | 3 | ||||||||||
Letter of Credit Facility | Letter Of Credit Facility | Federal Funds Rate | |||||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||||
Percentage margin on variable rate (percentage) | 0.50% |
LONG-TERM DEBT - Future Maturit
LONG-TERM DEBT - Future Maturities (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Long-term debt, including finance lease obligations | |
Total | $ 15,123 |
2024 | 120 |
2025 | 92 |
2026 | 2,149 |
2027 | 3,029 |
2028 | 3,114 |
Later Years | $ 6,619 |
GUARANTEES (Details)
GUARANTEES (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Guarantee | |
GUARANTEES | |
Guarantee obligation period | 12 months |
Commitment period | 3 years |
Guarantee of Business Revenue | Minimum | |
GUARANTEES | |
Guarantee obligation period | 1 year |
Guarantee of Business Revenue | Maximum | |
GUARANTEES | |
Guarantee obligation period | 3 years |
Income and Revenue Collection Guarantee | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | $ 356 |
Income and Revenue Collection Guarantee | Other current liabilities | |
GUARANTEES | |
Liability for guarantees | 274 |
Guaranteed Investees of Third Parties | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | 88 |
Guaranteed Investees of Third Parties | Other current liabilities | |
GUARANTEES | |
Guarantee obligations for consolidated subsidiaries | $ 21 |
EMPLOYEE BENEFIT PLANS - Share-
EMPLOYEE BENEFIT PLANS - Share-based Compensation Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation costs, pretax | $ 66 | $ 56 | $ 56 |
2019 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuance under the plan (in shares) | 8,895,000 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period from the date of grant | 10 years | ||
Vesting period | 3 years | ||
Vesting percentage | 33.33% | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual right to receive shares of common stock for a stock based award (in shares) | 1 | ||
Vesting period | 3 years | ||
Vesting percentage | 33.33% | ||
Stock-based compensation costs, pretax | $ 46 | $ 45 | $ 42 |
Performance Based Restricted Stock Unit | Minimum | Performance-based vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0% | 0% |
EMPLOYEE BENEFIT PLANS - Stock
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | |||
Outstanding at the beginning of the period (in shares) | 460,947 | 520,998 | 912,531 |
Exercised (in shares) | (76,507) | (60,051) | (391,533) |
Outstanding at the end of the period (in shares) | 384,440 | 460,947 | 520,998 |
Wtd. Avg. Exercise Price Per Share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 23.33 | $ 23.90 | $ 22.51 |
Exercised (in dollars per share) | 26.07 | 28.26 | 20.66 |
Outstanding at the end of the period (in dollars per share) | $ 22.79 | $ 23.33 | $ 23.90 |
Aggregate Intrinsic Value | |||
Outstanding at the end of the period | $ 20 | ||
Wtd. Avg Remaining Life | |||
Outstanding at the end of the period | 4 years 1 month 6 days | ||
Aggregate intrinsic value of awards exercised | $ 4 | $ 15 | |
Granted (in shares) | 0 | 0 | 0 |
EMPLOYEE BENEFIT PLANS - Range
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Options Outstanding and Exercisable | |
Number of options outstanding (in shares) | shares | 384,440 |
Weighted average remaining contractual life | 4 years 1 month 6 days |
Weighted average exercise price (in dollars per share) | $ 22.79 |
$18.99 to $20.609 | |
Options Outstanding and Exercisable | |
Number of options outstanding (in shares) | shares | 255,845 |
Weighted average remaining contractual life | 3 years 7 months 6 days |
Weighted average exercise price (in dollars per share) | $ 19.62 |
$18.99 to $20.609 | Minimum | |
Summary information about outstanding stock options | |
Lower range of stock exercise price range (in dollars per share) | 18.99 |
$18.99 to $20.609 | Maximum | |
Summary information about outstanding stock options | |
Upper range of stock exercise price range (in dollars per share) | $ 20.609 |
$20.61 to $35.430 | |
Options Outstanding and Exercisable | |
Number of options outstanding (in shares) | shares | 128,595 |
Weighted average remaining contractual life | 5 years 1 month 6 days |
Weighted average exercise price (in dollars per share) | $ 29.07 |
$20.61 to $35.430 | Minimum | |
Summary information about outstanding stock options | |
Lower range of stock exercise price range (in dollars per share) | 20.61 |
$20.61 to $35.430 | Maximum | |
Summary information about outstanding stock options | |
Upper range of stock exercise price range (in dollars per share) | $ 35.430 |
EMPLOYEE BENEFIT PLANS - Employ
EMPLOYEE BENEFIT PLANS - Employee Options (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 75.57 |
Current Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based payment award options outstanding percentage | 30.80% |
Former Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based payment award options outstanding percentage | 69.20% |
EMPLOYEE BENEFIT PLANS - Restri
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Disclosures | |||
Stock-based compensation costs, pretax | $ 66 | $ 56 | $ 56 |
Restricted Stock Units | |||
Restricted Stock Units | |||
Unvested at the beginning of the period (in shares) | 1,520,418 | 2,171,202 | 2,095,206 |
Granted (in shares) | 759,590 | 641,205 | 900,018 |
Vested (in shares) | (954,401) | (1,187,384) | (765,814) |
Forfeited (in shares) | (90,445) | (104,605) | (58,208) |
Unvested at the end of the period (in shares) | 1,421,063 | 1,520,418 | 2,171,202 |
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Unvested at the beginning of the period (in dollars per share) | $ 66.36 | $ 40.51 | $ 25.87 |
Granted (in dollars per share) | 60.88 | 80.79 | 58.61 |
Vested (in dollars per share) | 48.75 | 37.18 | 30.51 |
Forfeited (in dollars per share) | 64.61 | 53.58 | 37.60 |
Unvested at the end of the period (in dollars per share) | $ 66.46 | $ 66.36 | $ 40.51 |
Other Disclosures | |||
Awards (in shares) | 759,590 | 641,205 | 900,018 |
Vesting percentage | 33.33% | ||
Stock-based compensation costs, pretax | $ 46 | $ 45 | $ 42 |
Unrecognized compensation costs | $ 42 | ||
Period for recognition of unrecognized compensation costs | 2 years 1 month 6 days | ||
Performance Based Restricted Stock Unit | |||
Restricted Stock Units | |||
Granted (in shares) | 185,901 | ||
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Granted (in dollars per share) | $ 48.97 | ||
Other Disclosures | |||
Awards (in shares) | 185,901 | ||
Performance Based Restricted Stock Unit | Non Executive Chairman | |||
Restricted Stock Units | |||
Granted (in shares) | 53,716 | ||
Other Disclosures | |||
Awards (in shares) | 53,716 | ||
Vesting percentage | 100% | ||
Performance Based Restricted Stock Unit | Performance-based vesting | Minimum | |||
Other Disclosures | |||
Vesting percentage | 0% | 0% | |
Performance Based Restricted Stock Unit | Performance-based vesting | Maximum | |||
Other Disclosures | |||
Vesting percentage | 225% | 200% | |
Time-based RSUs | Vest Ratably Over Quarterly Periods | |||
Restricted Stock Units | |||
Granted (in shares) | 53,716 | ||
Other Disclosures | |||
Awards (in shares) | 53,716 | ||
Time-based RSUs | Vest Ratably Over Quarterly Periods | Non Executive Chairman | |||
Restricted Stock Units | |||
Granted (in shares) | 53,716 | 189,215 | |
Other Disclosures | |||
Awards (in shares) | 53,716 | 189,215 |
EMPLOYEE BENEFIT PLANS - Time-B
EMPLOYEE BENEFIT PLANS - Time-Based RSUs (Details) - Time-based RSUs | 12 Months Ended | ||
Dec. 31, 2023 shares | Dec. 31, 2022 quarter shares | Dec. 31, 2021 quarter shares | |
Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 7,325 | ||
Vest Ratable Over Three Year Period From Grant Date | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 309,282 | 237,381 | 263,180 |
Vesting period | 3 years | 3 years | 3 years |
Vest and Settled on Fifth Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 42,626 | ||
Vest Immediately And Settled On Third Anniversary | Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 42,100 | 35,482 | 38,366 |
Vest on December 31, 2023 and Settled on January 2024 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 33,586 | ||
Relocation Based Vesting | Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 20,707 | ||
Vest and Settled on Third Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 2,007 | 33,351 | |
Vest Ratably Over Quarterly Periods | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 53,716 | ||
Award vesting period, number of quarterly periods | quarter | 11 | 8 | |
Vest Ratably Over Four Year Period From Grant Date | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 9,215 | ||
Vesting period | 4 years | ||
Vest And Settle On Third And Fourth Anniversaries | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 6,170 | ||
Vest and Settled on Second Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 4,608 | ||
Vest and Settle on Fourth Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 53,341 | ||
Vest On December 31, 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 14,192 | ||
Vest And Settled On Second And Fourth Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 8,509 | ||
Vest Immediately and Settle Upon Separation From Board | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 1,372 |
EMPLOYEE BENEFIT PLANS - Perfor
EMPLOYEE BENEFIT PLANS - Performance-Based RSUs (Details) - Performance Based Restricted Stock Unit - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 185,901 | ||
Vesting Over a Three Year Period, 0% to 225% | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 301,562 | ||
Vesting Over a Three Year Period, 0% to 225% | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0% | ||
Vesting Over a Three Year Period, 0% to 225% | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 225% | ||
Performance Based Vesting And Settled Immediately | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 185,901 | 892 | |
Vesting Over a Three Year Period, 0% to 200% | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 7,720 | 287,308 | 244,259 |
Vesting Over a Three Year Period, 0% to 200% | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0% | 0% | 0% |
Vesting Over a Three Year Period, 0% to 200% | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 200% | 200% | 200% |
Vesting on Fourth Anniversary, 0% to 200% | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards (in shares) | 53,341 | ||
Vesting on Fourth Anniversary, 0% to 200% | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0% | ||
Vesting on Fourth Anniversary, 0% to 200% | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 200% |
EMPLOYEE BENEFIT PLANS - Valuat
EMPLOYEE BENEFIT PLANS - Valuation of Restricted Stock Units (Details) - Restricted Stock Units | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 53.60% | 39.60% | 65.20% |
Expected volatility , maximum | 65.60% | 68.10% | 79.30% |
Risk-free interest rate, minimum | 4.20% | 1% | |
Risk-free interest rate, maximum | 4.80% | 1.70% | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.10% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.60% |
EMPLOYEE BENEFIT PLANS - USPI M
EMPLOYEE BENEFIT PLANS - USPI Management Equity Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Stock-based compensation costs, pretax | $ 66 | $ 56 | $ 56 |
Payments to noncontrolling interest | $ 167 | $ 100 | $ 27 |
Restricted Stock Units | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Contractual right to receive shares of common stock for a stock based award (in shares) | 1 | ||
Restricted Stock Units | |||
Unvested at the beginning of the period (in shares) | 1,520,418 | 2,171,202 | 2,095,206 |
Granted (in shares) | 759,590 | 641,205 | 900,018 |
Vested (in shares) | (954,401) | (1,187,384) | (765,814) |
Forfeited (in shares) | (90,445) | (104,605) | (58,208) |
Unvested at the end of the period (in shares) | 1,421,063 | 1,520,418 | 2,171,202 |
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Unvested at the beginning of the period (in dollars per share) | $ 66.36 | $ 40.51 | $ 25.87 |
Granted (in dollars per share) | 60.88 | 80.79 | 58.61 |
Vested (in dollars per share) | 48.75 | 37.18 | 30.51 |
Forfeited (in dollars per share) | 64.61 | 53.58 | 37.60 |
Unvested at the end of the period (in dollars per share) | $ 66.46 | $ 66.36 | $ 40.51 |
Vesting percentage | 33.33% | ||
Stock-based compensation costs, pretax | $ 46 | $ 45 | $ 42 |
USPI Management Equity Plan | United Surgical Partners International | |||
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Payments to noncontrolling interest | $ 13 | $ 11 | $ 9 |
USPI Management Equity Plan | Restricted Stock Units | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Contractual right to receive shares of common stock for a stock based award (in shares) | 1 | ||
Restricted Stock Units | |||
Unvested at the beginning of the period (in shares) | 922,840 | 1,494,882 | 2,025,056 |
Granted (in shares) | 0 | 0 | 76,990 |
Vested (in shares) | (303,171) | (369,691) | (388,588) |
Forfeited (in shares) | (11,685) | (202,351) | (218,576) |
Unvested at the end of the period (in shares) | 607,984 | 922,840 | 1,494,882 |
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Unvested at the beginning of the period (in dollars per share) | $ 34.13 | $ 34.13 | $ 34.13 |
Granted (in dollars per share) | 34.13 | ||
Vested (in dollars per share) | 34.13 | 34.13 | 34.13 |
Forfeited (in dollars per share) | 34.13 | 34.13 | 34.13 |
Unvested at the end of the period (in dollars per share) | $ 34.13 | $ 34.13 | $ 34.13 |
Vested and expected to vest at the end of the period (in shares) | 607,984 | ||
Stock-based compensation costs, pretax | $ 20 | $ 11 | $ 13 |
USPI Management Equity Plan | Restricted Stock Units | Tranche One | |||
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Vesting percentage | 20% | ||
USPI Management Equity Plan | Restricted Stock Units | Tranche Two | |||
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Vesting percentage | 20% | ||
USPI Management Equity Plan | Restricted Stock Units | Tranche Three | |||
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Vesting percentage | 60% | ||
USPI Management Equity Plan | Nonvoting Common Stock | |||
Wtd. Avg. Grant Date Fair Value Per Unit | |||
Outstanding vested shares eligible to be sold (in shares) | 51,000 |
EMPLOYEE BENEFIT PLANS - Empl_2
EMPLOYEE BENEFIT PLANS - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized to be issued under the plan (in shares) | 4,070 | ||
Shares available for issuance under the plan (in shares) | 2,501 | ||
Percentage of closing price at which shares are purchased by participant | 95% | ||
Requisite holding period for shares issued under the plan | 1 year | ||
Fair market value per employee per year | $ 25,000 | ||
Number of shares (in shares) | 69 | 98 | 90 |
Weighted average price (in dollars per share) | $ 65.62 | $ 54.19 | $ 63.01 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Base earnings elected to be withheld each quarter by eligible employees to purchase shares of the entity's common stock | 1% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Base earnings elected to be withheld each quarter by eligible employees to purchase shares of the entity's common stock | 10% |
EMPLOYEE BENEFIT PLANS - Other
EMPLOYEE BENEFIT PLANS - Other Employee Benefit and Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |||
Contribution expense | $ 126 | $ 86 | $ 98 |
EMPLOYEE BENEFIT PLANS - Empl_3
EMPLOYEE BENEFIT PLANS - Employee Retirement Plans (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) plan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Projected benefit obligations | |||
Beginning obligations | $ (1,002,000,000) | $ (1,313,000,000) | |
Interest cost | (53,000,000) | (37,000,000) | $ (36,000,000) |
Actuarial gain (loss) | (15,000,000) | 265,000,000 | |
Benefits paid | 84,000,000 | 83,000,000 | |
Annuity purchase | 36,000,000 | 0 | |
Special termination benefit costs | (1,000,000) | 0 | |
Ending obligations | (951,000,000) | (1,002,000,000) | (1,313,000,000) |
Fair value of plans assets | |||
Beginning plan assets | 648,000,000 | 867,000,000 | |
Gain (loss) on plan assets | 41,000,000 | (161,000,000) | |
Employer contribution | 0 | 2,000,000 | |
Benefits paid | (61,000,000) | (60,000,000) | |
Annuity purchase | (36,000,000) | 0 | |
Ending plan assets | 592,000,000 | 648,000,000 | 867,000,000 |
Funded status of plans | (359,000,000) | (354,000,000) | |
Accumulated benefit obligation | 951,000,000 | 1,002,000,000 | |
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Other current liability | (24,000,000) | (23,000,000) | |
Other long-term liability | (335,000,000) | (331,000,000) | |
Accumulated other comprehensive loss | 224,000,000 | 222,000,000 | |
Components of net periodic benefit costs | |||
Interest costs | 53,000,000 | 37,000,000 | 36,000,000 |
Expected return on plan assets | (36,000,000) | (42,000,000) | (53,000,000) |
Amortization of net actuarial loss | 7,000,000 | 9,000,000 | 11,000,000 |
Special termination benefit costs | 1,000,000 | 0 | 0 |
Net periodic benefit cost (income) | $ 25,000,000 | $ 4,000,000 | $ (6,000,000) |
Defined Benefit Plan Net Periodic Benefit Cost Credit Interest Cost Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Interest costs | Interest costs | Interest costs |
Defined Benefit Plan Net Periodic Benefit Cost Credit Expected Return Loss Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Expected return on plan assets | Expected return on plan assets | Expected return on plan assets |
Net Periodic Benefit Costs Assumptions: | |||
Gain (loss) adjustments recorded in other comprehensive income (loss) | $ (2,000,000) | $ 72,000,000 | $ 61,000,000 |
Net actuarial losses | (9,000,000) | 63,000,000 | 50,000,000 |
Amortization of net actuarial loss | (7,000,000) | (9,000,000) | (11,000,000) |
Cumulative net actuarial losses | 224,000,000 | 222,000,000 | 294,000,000 |
Unrecognized prior service costs | $ 0 | $ 0 | $ 0 |
SERP | |||
Employee Retirement Plans | |||
Number of frozen plans | plan | 3 | ||
Accumulated Benefit Obligations Assumptions | |||
Discount rate | 5.50% | 5.75% | |
Compensation increase rate | 3% | 3% | |
Net Periodic Benefit Costs Assumptions: | |||
Discount rate | 5.75% | 3% | 2.75% |
Compensation increase rate | 3% | 3% | 3% |
Pension Plan | |||
Fair value of plans assets | |||
Beginning plan assets | $ 648,000,000 | ||
Ending plan assets | $ 592,000,000 | $ 648,000,000 | |
Accumulated Benefit Obligations Assumptions | |||
Discount rate | 5.25% | 5.51% | |
Net Periodic Benefit Costs Assumptions: | |||
Discount rate | 5.51% | 2.89% | 2.53% |
Long-term rate of return on assets | 5.75% | 5% | 6.25% |
EMPLOYEE BENEFIT PLANS - Asset
EMPLOYEE BENEFIT PLANS - Asset Allocations (Details) - Pension Plan | Dec. 31, 2023 |
Cash and cash equivalents | |
Weighted-average asset allocations by asset category | |
Target | 0% |
Actual | 1% |
Equity securities | |
Weighted-average asset allocations by asset category | |
Target | 20% |
Actual | 6% |
Debt securities | |
Weighted-average asset allocations by asset category | |
Target | 73% |
Actual | 75% |
Alternative investments | |
Weighted-average asset allocations by asset category | |
Target | 7% |
Actual | 18% |
EMPLOYEE BENEFIT PLANS - Fair V
EMPLOYEE BENEFIT PLANS - Fair Value of Assets and Future Benefit Payments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | $ 592 | $ 648 | $ 867 |
SERP and DMC Pension Plan | |||
Total | 789 | ||
2024 | 84 | ||
2025 | 84 | ||
2026 | 83 | ||
2027 | 82 | ||
2028 | 81 | ||
Five Years Thereafter | 375 | ||
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Benefit plan obligations | (359) | (354) | |
Other current liability | 24 | 23 | |
Defined benefit plan obligations | 335 | 331 | |
Expected contribution to the plan for 2023 | 24 | ||
Pension Plan | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 592 | 648 | |
Pension Plan | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 6 | 7 | |
Pension Plan | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 39 | 89 | |
Pension Plan | Fixed income funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 442 | ||
Pension Plan | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 200 | ||
Pension Plan | Corporate debt securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 249 | ||
Pension Plan | Private equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 97 | 78 | |
Pension Plan | Hedge funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 8 | 25 | |
Pension Plan | Level 1 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 487 | 545 | |
Pension Plan | Level 1 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 6 | 7 | |
Pension Plan | Level 1 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 39 | 89 | |
Pension Plan | Level 1 | Fixed income funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 442 | ||
Pension Plan | Level 1 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 200 | ||
Pension Plan | Level 1 | Corporate debt securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 249 | ||
Pension Plan | Level 1 | Private equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 1 | Hedge funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Fixed income funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 2 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 2 | Corporate debt securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 2 | Private equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Hedge funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 105 | 103 | |
Pension Plan | Level 3 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | Fixed income funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 3 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 3 | Corporate debt securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 3 | Private equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 97 | 78 | |
Pension Plan | Level 3 | Hedge funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | $ 8 | $ 25 |
PROPERTY AND EQUIPMENT - Compon
PROPERTY AND EQUIPMENT - Components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of property and equipment | |||
Finance lease assets | $ 378 | $ 413 | |
Total property, plant and equipment, gross | 12,714 | 12,663 | |
Accumulated depreciation and amortization | (6,478) | (6,201) | |
Net property and equipment | 6,236 | 6,462 | |
Depreciation | 696 | 669 | $ 667 |
Land | |||
Components of property and equipment | |||
Property plant and equipment gross | 625 | 661 | |
Buildings and improvements | |||
Components of property and equipment | |||
Property plant and equipment gross | 6,692 | 6,646 | |
Construction in progress | |||
Components of property and equipment | |||
Property plant and equipment gross | 269 | 195 | |
Equipment | |||
Components of property and equipment | |||
Property plant and equipment gross | $ 4,750 | $ 4,748 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in the carrying amount of goodwill | ||
Goodwill at beginning of period, net of accumulated impairment losses | $ 10,123,000,000 | |
Goodwill at end of period, net of accumulated impairment losses | 10,307,000,000 | $ 10,123,000,000 |
Hospital Operations | ||
Changes in the carrying amount of goodwill | ||
Goodwill at beginning of period, net of accumulated impairment losses | 3,411,000,000 | 3,413,000,000 |
Goodwill acquired during the year and purchase price allocation adjustments | 133,000,000 | 1,000,000 |
Goodwill related to assets held for sale and disposed | (425,000,000) | (3,000,000) |
Goodwill at end of period, net of accumulated impairment losses | 3,119,000,000 | 3,411,000,000 |
Accumulated impairment losses | 2,430,000,000 | 2,430,000,000 |
Ambulatory Care | ||
Changes in the carrying amount of goodwill | ||
Goodwill at beginning of period, net of accumulated impairment losses | 6,712,000,000 | 5,848,000,000 |
Goodwill acquired during the year and purchase price allocation adjustments | 493,000,000 | 866,000,000 |
Goodwill related to assets held for sale and disposed | (17,000,000) | (2,000,000) |
Goodwill at end of period, net of accumulated impairment losses | 7,188,000,000 | 6,712,000,000 |
Accumulated impairment losses | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 2,097 | $ 2,138 |
Accumulated Amortization | (1,447) | (1,428) |
Total | 650 | 710 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total other intangible assets with indefinite lives | 718 | 714 |
Gross Carrying Amount | 2,815 | 2,852 |
Net Book Value | 1,368 | 1,424 |
Trade names | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total other intangible assets with indefinite lives | 105 | 105 |
Contracts | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total other intangible assets with indefinite lives | 609 | 603 |
Other Intangible Assets | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total other intangible assets with indefinite lives | 4 | 6 |
Capitalized software costs | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 1,712 | 1,751 |
Accumulated Amortization | (1,205) | (1,206) |
Total | 507 | 545 |
Contracts | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 294 | 295 |
Accumulated Amortization | (164) | (146) |
Total | 130 | 149 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 91 | 92 |
Accumulated Amortization | (78) | (76) |
Total | $ 13 | $ 16 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Estimated future amortization of intangibles with finite useful lives | |||
Total | $ 650 | $ 710 | |
2024 | 132 | ||
2025 | 124 | ||
2026 | 99 | ||
2027 | 84 | ||
2028 | 61 | ||
Later Years | 150 | ||
Amortization expense | $ 174 | $ 172 | $ 188 |
OTHER ASSETS - Schedule of Othe
OTHER ASSETS - Schedule of Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable and allowance for doubtful accounts | ||
Prepaid expenses | $ 391 | $ 400 |
Contract assets | 208 | 200 |
California provider fee program receivables | 2,914 | 2,943 |
Receivables from other government programs | 282 | 187 |
Guarantees | 274 | 143 |
Non-patient receivables | 260 | 390 |
Other | 95 | 88 |
Total other current assets | 1,839 | 1,775 |
California's Provider Fee Program | ||
Accounts receivable and allowance for doubtful accounts | ||
California provider fee program receivables | 329 | 367 |
Total other current assets | $ 329 | $ 367 |
OTHER ASSETS - Schedule of Inve
OTHER ASSETS - Schedule of Investments and Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Investments and other assets | ||
Marketable securities | $ 48 | $ 30 |
Equity investments in unconsolidated healthcare entities | 1,512 | 1,599 |
Total investments | 1,560 | 1,629 |
Cash surrender value of life insurance policies | 43 | 37 |
Long-term deposits | 50 | 56 |
California provider fee program receivables | 334 | 197 |
Operating lease assets | 1,083 | 1,129 |
Other long-term receivables and other assets | 87 | 99 |
Total investments and other assets | $ 3,157 | $ 3,147 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ 1,608 | $ 1,142 |
Adjustments for defined benefit plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (180) | (178) |
Unrealized gains on investments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (1) | (3) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ (181) | $ (181) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Adjustments for defined benefit plans | $ 0 | $ 18 | |
Foreign currency translation adjustments and other | 0 | (1) | |
Net income tax expense related to items of other comprehensive income | $ 0 | $ 17 | $ 14 |
NET OPERATING REVENUES - Net Op
NET OPERATING REVENUES - Net Operating Revenue By Source (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 20,548 | $ 19,174 | $ 19,485 |
Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 3,865 | 3,248 | 2,718 |
Operating Segments | Hospital Operations | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 16,683 | 15,926 | 16,767 |
Operating Segments | Hospital Operations | Other Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 2,133 | 2,079 | 2,008 |
Operating Segments | Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 3,865 | 3,248 | 2,718 |
Acute Care Hospitals And Related Outpatient Facilities | Operating Segments | Hospital Operations | Total | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 14,550 | 13,847 | 14,759 |
Acute Care Hospitals And Related Outpatient Facilities | Operating Segments | Hospital Operations | Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 2,383 | 2,369 | 2,615 |
Acute Care Hospitals And Related Outpatient Facilities | Operating Segments | Hospital Operations | Medicaid | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 1,233 | 1,069 | 1,254 |
Acute Care Hospitals And Related Outpatient Facilities | Operating Segments | Hospital Operations | Managed care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 10,248 | 9,607 | 9,985 |
Acute Care Hospitals And Related Outpatient Facilities | Operating Segments | Hospital Operations | Uninsured | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 96 | 141 | 199 |
Acute Care Hospitals And Related Outpatient Facilities | Operating Segments | Hospital Operations | Indemnity and other | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 590 | $ 661 | $ 706 |
NET OPERATING REVENUES - Narrat
NET OPERATING REVENUES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Reimbursement program assessments | $ 126 | $ 123 | |
Net operating revenues | 20,548 | 19,174 | $ 19,485 |
Revision of Prior Period, Adjustment | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 24 | $ 10 | $ 26 |
NET OPERATING REVENUES - Net _2
NET OPERATING REVENUES - Net Operating Revenue Composition, Ambulatory Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 20,548 | $ 19,174 | $ 19,485 |
Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 3,865 | 3,248 | 2,718 |
Net patient service revenues | Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 3,713 | 3,115 | 2,604 |
Management fees | Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | 123 | 110 | 86 |
Revenue from other sources | Ambulatory Care | |||
Disaggregation of Revenue [Line Items] | |||
Net operating revenues | $ 29 | $ 23 | $ 28 |
NET OPERATING REVENUES - Perfor
NET OPERATING REVENUES - Performance Obligation (Details) - Hospital Operations $ in Millions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 6,026 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 685 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 684 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 683 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 683 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 683 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 2,608 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
INSURANCE - Property Insurance
INSURANCE - Property Insurance (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Insurance coverage | ||||
Insurance recoveries | $ 41 | $ 14 | ||
Net operating revenues | 20,548 | 19,174 | $ 19,485 | |
Forecast | ||||
Insurance coverage | ||||
Insurance, annual coverage limit | $ 850 | |||
Insurance Recoveries | ||||
Insurance coverage | ||||
Net operating revenues | $ 34 | $ 6 | ||
Floods | Forecast | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | 100 | |||
Earthquakes | Forecast | Other Geographic Areas | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | 200 | |||
Earthquakes | Forecast | CALIFORNIA | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | 200 | |||
Windstorms | Forecast | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | 200 | |||
Fires and Other Perils | Forecast | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | $ 850 | |||
New Madrid Fault Earthquakes | Forecast | ||||
Insurance coverage | ||||
Insurance deductible as a percent | 2% | |||
Insurance, maximum deductible per incident | $ 25 | |||
Fires and Certain Other Covered Losses | Forecast | ||||
Insurance coverage | ||||
Insurance, deductible | $ 5 | |||
California Earthquakes And Named Windstorms | Forecast | ||||
Insurance coverage | ||||
Insurance deductible as a percent | 5% |
INSURANCE - Professional and Ge
INSURANCE - Professional and General Liability Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Insurance coverage | |||
Malpractice expense, portion related to adverse developments in prior years | $ 116 | $ 74 | $ 131 |
Other Operating Expense, Net | |||
Insurance coverage | |||
Malpractice expense | 369 | 276 | $ 355 |
Professional and General Liability Reserves | |||
Insurance coverage | |||
Self insurance reserve | $ 1,046 | $ 1,045 |
CLAIMS AND LAWSUITS - Reconcili
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingency Accrual [Roll Forward] | |||
Litigation and investigation costs | $ 47 | $ 70 | $ 116 |
Claims, Lawsuits, and Regulatory Proceedings | |||
Loss Contingency Accrual [Roll Forward] | |||
Litigation reserve, Balances at Beginning of Period | 51 | 78 | 26 |
Litigation and investigation costs | 47 | 70 | 116 |
Cash Payments | (59) | (100) | (59) |
Other | 1 | 3 | (5) |
Litigation reserve, Balances at End of Period | $ 40 | $ 51 | $ 78 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Interests acquired and other disclosures | |||
Other current liabilities | $ 1,779 | $ 1,581 | |
Other long-term liabilities | 1,709 | 1,800 | |
United Surgical Partners International | |||
Interests acquired and other disclosures | |||
Purchase and sales of business and noncontrolling interest, net | $ 365 | ||
Loss from purchase of noncontrolling interests | 23 | ||
Other current liabilities | 135 | 135 | |
Other long-term liabilities | 63 | $ 190 | |
Baylor University Medical Center | United Surgical Partners International | |||
Interests acquired and other disclosures | |||
Share purchase agreement amount of payment | 406 | ||
Share purchase agreement, payment for execution | $ 11 | ||
Share purchase agreement, monthly payment | $ 11 | ||
Baylor University Medical Center | United Surgical Partners International | Put Option | |||
Interests acquired and other disclosures | |||
Joint venture ownership (as a percentage) | 5% |
REDEEMABLE NONCONTROLLING INT_4
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Balances at beginning of period | $ 2,149 | ||
Net income | 366 | $ 348 | $ 336 |
Distributions paid to noncontrolling interests | (289) | (229) | (206) |
Balances at end of period | 2,391 | 2,149 | |
Redeemable Noncontrolling Interests | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Balances at beginning of period | 2,149 | 2,203 | |
Net income | 366 | 348 | |
Distributions paid to noncontrolling interests | (305) | (331) | |
Accretion of redeemable noncontrolling interests | 0 | 104 | |
Purchases and sales of businesses and noncontrolling interests, net | 181 | (175) | |
Balances at end of period | $ 2,391 | $ 2,149 | $ 2,203 |
REDEEMABLE NONCONTROLLING INT_5
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Redeemable noncontrolling interests | $ 2,391 | $ 2,149 | |
Net income available to redeemable noncontrolling interests | 366 | 348 | $ 336 |
Hospital Operations | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Redeemable noncontrolling interests | 860 | 792 | |
Net income available to redeemable noncontrolling interests | 84 | 100 | 93 |
Ambulatory Care | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Redeemable noncontrolling interests | 1,531 | 1,357 | |
Net income available to redeemable noncontrolling interests | $ 282 | $ 248 | $ 243 |
INCOME TAXES - Provision and De
INCOME TAXES - Provision and Deferred Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense: | |||
Federal | $ 208 | $ 78 | $ 50 |
State | 46 | 57 | 111 |
Total | 254 | 135 | 161 |
Deferred tax expense (benefit): | |||
Federal | 55 | 174 | 267 |
State | (3) | 35 | (17) |
Total | 52 | 209 | 250 |
Income tax expense | $ 306 | $ 344 | $ 411 |
INCOME TAXES - Federal Tax Reco
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Foreign pretax loss | $ 3 | $ 8 | $ 5 |
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% | 340 | 282 | 396 |
State income taxes, net of federal income tax benefit | 70 | 64 | 77 |
Tax benefit attributable to noncontrolling interests | (147) | (122) | (114) |
Nondeductible goodwill | 0 | 1 | 35 |
Nondeductible executive compensation | 6 | 10 | 8 |
Impact of change in state filing method, net of change in unrecognized tax benefit | (20) | 0 | 0 |
Nondeductible litigation costs | 0 | 0 | 1 |
Stock-based compensation tax benefit | (2) | (6) | (5) |
Changes in valuation allowance | 71 | 120 | 2 |
Prior-year provision to return adjustments and other changes in deferred taxes | (9) | (12) | 8 |
Other items | (3) | 7 | 3 |
Income tax expense | $ 306 | $ 344 | $ 411 |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Reserves related to discontinued operations and restructuring charges | $ 6 | $ 5 | |
Receivables (doubtful accounts and adjustments) | 222 | 246 | |
Medicare advance payments | 0 | 0 | |
Accruals for retained insurance risks | 232 | 227 | |
Other long-term liabilities | 32 | 27 | |
Benefit plans | 233 | 207 | |
Other accrued liabilities | 20 | 30 | |
Interest expense limitation | 206 | 133 | |
Net operating loss carryforwards | 71 | 74 | |
Stock-based compensation | 13 | 13 | |
Right-of-use lease assets and obligations | 129 | 192 | |
Other items | 4 | 11 | |
Deferred tax assets, gross | 1,168 | 1,165 | |
Valuation allowance | (248) | (177) | $ (57) |
Deferred tax assets, net | 920 | 988 | |
Liabilities | |||
Depreciation and fixed-asset differences | 430 | 436 | |
Intangible assets | 429 | 416 | |
Investments and other assets | 119 | 112 | |
Right-of-use lease assets and obligations | 111 | 173 | |
Other items | 80 | 49 | |
Deferred tax liabilities, gross, total | 1,169 | 1,186 | |
Deferred tax liabilities, total | 1,169 | 1,186 | |
Reconciliation of the deferred tax assets and liabilities | |||
Deferred income tax assets | 77 | 19 | |
Deferred tax liabilities | (326) | (217) | |
Net deferred tax liability | $ (249) | $ (198) |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowances and Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | |||
Increase (decrease) in valuation allowance against deferred tax assets | $ 71 | $ 120 | $ 2 |
Increase (decrease) in valuation allowance due to limitations on deductions of interest expense | 73 | 123 | 2 |
Increase (decrease) in valuation allowance due to changes based on expiration or worthlessness of unutilized state net operating loss carryovers | (2) | (1) | (2) |
Increase (decrease) in valuation allowance due to changes in expected realizability of deferred tax assets | (2) | 2 | |
Valuation allowance | 248 | 177 | 57 |
Changes in unrecognized tax benefits | |||
Beginning balance | 34 | 34 | |
Ending balance | 34 | 34 | |
Unrecognized tax benefits which, if recognized, would impact effective tax rate | 63 | 32 | 32 |
Unrecognized tax benefits, period increase (decrease) | 24 | 3 | |
Total accrued interest and penalties on unrecognized tax benefits | 2 | ||
Continuing Operations | |||
Changes in unrecognized tax benefits | |||
Beginning balance | 34 | 34 | 31 |
Reductions due to a lapse of statute of limitations | (1) | 0 | (3) |
Increases due to tax positions taken in prior periods | 31 | ||
Ending balance | $ 64 | $ 34 | $ 34 |
INCOME TAXES - NOL and Tax Cred
INCOME TAXES - NOL and Tax Credit Carryforwards (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating loss carryforwards | ||
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months | $ 0 | |
Charitable contribution carryforwards | 52,000,000 | |
Deferred tax benefit, net of valuation allowance and federal tax impact, associated with NOL carryforwards | 71,000,000 | $ 74,000,000 |
Federal | ||
Operating loss carryforwards | ||
Net operating loss carryforwards | 41,000,000 | |
Operating loss carryforwards, subject to expiration | 39,000,000 | |
Operating loss carryforwards, not subject to expiration | 2,000,000 | |
State | ||
Operating loss carryforwards | ||
Operating loss carryforwards, subject to expiration | 3,339,000,000 | |
Deferred tax benefit, net of valuation allowance and federal tax impact, associated with NOL carryforwards | $ 35,000,000 |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net Income Available to Common Shareholders (Numerator) | |||
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share | $ 611 | $ 410 | $ 915 |
Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock | (13) | 8 | 0 |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share | $ 598 | $ 418 | $ 915 |
Weighted Average Shares (Denominator) | |||
Net income available/attributable to Tenet Healthcare Corporation common shareholders for basic earnings per share (in shares) | 101,639 | 106,929 | 106,833 |
Effect of dilutive stock options, restricted stock units and deferred compensation units (in shares) | 3,161 | 3,587 | 1,738 |
Net income available/attributable to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in shares) | 104,800 | 110,516 | 108,571 |
Per-Share Amount | |||
Net income available/attributable to Tenet Healthcare Corporation common shareholders for basic earnings per share (in dollars per share) | $ 6.01 | $ 3.83 | $ 8.56 |
Effect of dilutive stock options, restricted stock units, and deferred compensation units (in dollars per share) | (0.30) | (0.05) | (0.13) |
Net income available/attributable to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in dollars per share) | $ 5.71 | $ 3.78 | $ 8.43 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment charges | $ 43 | $ 94 | $ 8 |
Fair Value, Nonrecurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held for sale | 775 | ||
Long-lived assets held and used | 167 | ||
Fair Value, Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held for sale | 0 | ||
Long-lived assets held and used | 0 | ||
Fair Value, Nonrecurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held for sale | 775 | ||
Long-lived assets held and used | 167 | ||
Fair Value, Nonrecurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held for sale | $ 0 | ||
Long-lived assets held and used | $ 0 | ||
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated fair value of the long-term debt instrument as a percentage of carrying value | 96.90% | 92.80% |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) healthcare_facility | Jul. 31, 2022 USD ($) surgery_center | Dec. 31, 2021 USD ($) surgery_center | Dec. 31, 2023 USD ($) surgery_center hospital | Dec. 31, 2022 USD ($) surgery_center | Dec. 31, 2021 USD ($) hospital quarter business | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 10,307,000,000 | $ 10,307,000,000 | $ 10,123,000,000 | |||
Goodwill, purchase accounting adjustments | (18,000,000) | |||||
Acquisition-related transaction costs | $ 20,000,000 | |||||
Ambulatory Care | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 7,188,000,000 | $ 5,848,000,000 | $ 7,188,000,000 | 6,712,000,000 | 5,848,000,000 | |
NextCare Arizona I JC, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 55% | 55% | ||||
Number of operational urgent care centers acquired | healthcare_facility | 41 | |||||
Cash paid to acquire businesses | $ 75,000,000 | |||||
Business combination, contingent consideration, liability | 10,000,000 | $ 10,000,000 | ||||
Goodwill | 133,000,000 | 133,000,000 | ||||
2023 Acquisition | Ambulatory Care | ||||||
Business Acquisition [Line Items] | ||||||
Consideration conveyed in the acquisition | $ 149,000,000 | |||||
Number of surgical centers acquired | surgery_center | 20 | |||||
Number of ambulatory surgery centers noncontrolling interests | surgery_center | 11 | |||||
Series of Individual Business Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 644,000,000 | 664,000,000 | $ 644,000,000 | 860,000,000 | 664,000,000 | |
Business combination acquisition noncontrolling interest, fair value | $ 102,000,000 | $ 95,000,000 | 102,000,000 | 273,000,000 | 95,000,000 | |
Acquisition-related transaction costs | 15,000,000 | 14,000,000 | ||||
Gains on consolidations | $ 16,000,000 | 0 | 23,000,000 | |||
Series of Individual Business Acquisitions | Ambulatory Care | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid to acquire businesses | 65,000,000 | 21,000,000 | ||||
Consideration conveyed in the acquisition | $ 65,000,000 | $ 74,000,000 | ||||
Number of surgical centers acquired | 11 | 2 | ||||
Number of ambulatory surgery centers noncontrolling interests | surgery_center | 23 | |||||
Number of business acquisitions | business | 11 | |||||
Number of hospitals | hospital | 3 | |||||
United Urology Group | ||||||
Business Acquisition [Line Items] | ||||||
Number of ambulatory surgery centers operated by subsidiaries | surgery_center | 19 | |||||
United Urology Group | 2022 Acquisition | Ambulatory Care | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid to acquire businesses | $ 104,000,000 | |||||
Goodwill | $ 316,000,000 | |||||
Number of ambulatory surgery centers development stage | surgery_center | 3 | |||||
Business combination acquisition noncontrolling interest, fair value | $ 223,000,000 | |||||
United Surgical Partners International | Ambulatory Care | ||||||
Business Acquisition [Line Items] | ||||||
Number of ambulatory surgery centers | hospital | 461 | |||||
United Surgical Partners International | 2021 SCD Centers | Ambulatory Care | ||||||
Business Acquisition [Line Items] | ||||||
Number of surgical centers acquired | surgery_center | 86 | |||||
Surgical Center Development | 2021 SCD Centers | Ambulatory Care | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid to acquire businesses | $ 1,125,000,000 | |||||
Number of ambulatory surgery centers development stage | surgery_center | 14 | |||||
Number of ambulatory surgery centers noncontrolling interests | surgery_center | 57 | |||||
Number of ambulatory surgery centers | surgery_center | 15 |
ACQUISITIONS - Purchase Price A
ACQUISITIONS - Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Final purchase price allocations | |||
Goodwill | $ 10,307,000,000 | $ 10,123,000,000 | |
Cash paid, net of cash acquired | (224,000,000) | (234,000,000) | $ (1,220,000,000) |
Series of Individual Business Acquisitions | |||
Final purchase price allocations | |||
Current assets | 34,000,000 | 38,000,000 | 59,000,000 |
Property and equipment | 28,000,000 | 54,000,000 | 88,000,000 |
Other intangible assets | 5,000,000 | 2,000,000 | 8,000,000 |
Goodwill | 644,000,000 | 860,000,000 | 664,000,000 |
Other long-term assets | 32,000,000 | 99,000,000 | 796,000,000 |
Previously held equity method investments | (99,000,000) | (207,000,000) | (43,000,000) |
Current liabilities | (36,000,000) | (41,000,000) | (25,000,000) |
Long-term liabilities | (37,000,000) | (118,000,000) | (70,000,000) |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | (229,000,000) | (180,000,000) | (139,000,000) |
Noncontrolling interests | (102,000,000) | (273,000,000) | (95,000,000) |
Cash paid, net of cash acquired | (224,000,000) | (234,000,000) | (1,220,000,000) |
Gains on consolidations | $ 16,000,000 | $ 0 | $ 23,000,000 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 healthcare_facility state | Jun. 30, 2022 USD ($) | Apr. 30, 2021 quarter | Mar. 31, 2021 | Dec. 31, 2023 state hospital surgery_center healthcare_facility segment | Dec. 31, 2022 segment | Jun. 29, 2022 | Apr. 01, 2021 imaging_center | |
Concentration Risk [Line Items] | ||||||||
Number of reportable segments | segment | 2 | 3 | ||||||
NextCare Arizona I JC, LLC | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of operational urgent care centers acquired | healthcare_facility | 41 | |||||||
NextCare Arizona II JC, LLC | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of operational urgent care centers acquired, noncontrolling interest | healthcare_facility | 15 | |||||||
Baylor University Medical Center | United Surgical Partners International | ||||||||
Concentration Risk [Line Items] | ||||||||
Share purchase agreement amount of payment | $ | $ 406 | |||||||
Hospital Operations | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of hospitals owned by subsidiaries | 61 | |||||||
Number of states in which entity operates | state | 9 | 9 | ||||||
Number of outpatient facilities operated | healthcare_facility | 164 | |||||||
Number of imaging centers transferred | imaging_center | 24 | |||||||
Hospital Operations | United Surgical Partners International | ||||||||
Concentration Risk [Line Items] | ||||||||
Percentage of assets transferred between segments | 1% | |||||||
Ambulatory Care | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of urgent care centers sold | quarter | 40 | |||||||
Ambulatory Care | United Surgical Partners International | ||||||||
Concentration Risk [Line Items] | ||||||||
Ownership percentage of subsidiary | 100% | 95% | ||||||
Ambulatory Care | United Surgical Partners International | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of states in which entity operates | state | 35 | 35 | ||||||
Number of ambulatory surgery centers | 461 | |||||||
Number of ambulatory surgery centers consolidated | surgery_center | 322 | |||||||
Number of surgical hospitals operated by subsidiaries | 24 | |||||||
Number of surgical hospitals consolidated | 8 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 28,312 | $ 27,156 | $ 27,579 |
Capital expenditures | 751 | 762 | 658 |
Net operating revenues | 20,548 | 19,174 | 19,485 |
Equity in earnings of unconsolidated affiliates | 228 | 216 | 218 |
Adjusted EBITDA | 3,541 | 3,469 | 3,483 |
Depreciation and amortization | 870 | 841 | 855 |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA | 3,541 | 3,469 | 3,483 |
Loss from divested and closed businesses | 0 | 0 | (1) |
Depreciation and amortization | (870) | (841) | (855) |
Impairment and restructuring charges, and acquisition-related costs | (137) | (226) | (85) |
Litigation and investigation costs | (47) | (70) | (116) |
Interest expense | (901) | (890) | (923) |
Loss from early extinguishment of debt | (11) | (109) | (74) |
Other non-operating income, net | 19 | 10 | 14 |
Gains on sales, consolidation and deconsolidation of facilities | 23 | 1 | 445 |
Income from continuing operations, before income taxes | 1,617 | 1,344 | 1,888 |
Hospital Operations | |||
Segment Reporting Information [Line Items] | |||
Assets | 17,268 | 16,599 | 18,106 |
Capital expenditures | 671 | 687 | 592 |
Equity in earnings of unconsolidated affiliates | 10 | 10 | 25 |
Adjusted EBITDA | 1,997 | 2,142 | 2,286 |
Depreciation and amortization | 750 | 729 | 760 |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA | 1,997 | 2,142 | 2,286 |
Depreciation and amortization | (750) | (729) | (760) |
Hospital Operations | Operating segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | 16,683 | 15,926 | 16,767 |
Ambulatory Care | |||
Segment Reporting Information [Line Items] | |||
Assets | 11,044 | 10,557 | 9,473 |
Capital expenditures | 80 | 75 | 66 |
Net operating revenues | 3,865 | 3,248 | 2,718 |
Equity in earnings of unconsolidated affiliates | 218 | 206 | 193 |
Adjusted EBITDA | 1,544 | 1,327 | 1,197 |
Depreciation and amortization | 120 | 112 | 95 |
Adjusted Segment EBITDA [Abstract] | |||
Adjusted EBITDA | 1,544 | 1,327 | 1,197 |
Depreciation and amortization | (120) | (112) | (95) |
Ambulatory Care | Operating segments | |||
Segment Reporting Information [Line Items] | |||
Net operating revenues | $ 3,865 | $ 3,248 | $ 2,718 |
SCHEDULE II-VALUATION AND QUA_2
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in valuation and qualifying accounts | |||
Balance at Beginning of Period | $ 177 | $ 57 | $ 55 |
Costs and Expenses | 71 | 120 | 2 |
Deductions | 0 | 0 | 0 |
Other Items | 0 | 0 | 0 |
Balance at End of Period | $ 248 | $ 177 | $ 57 |