Cover Page
Cover Page - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-7293 | |
Entity Registrant Name | TENET HEALTHCARE CORP | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 95-2557091 | |
Entity Address, Address Line One | 14201 Dallas Parkway | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 469 | |
Local Phone Number | 893-2200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 97,683 | |
Entity Central Index Key | 0000070318 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common stock, $0.05 par value | New York Stock Exchange | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.05 par value | |
Trading Symbol | THC | |
Security Exchange Name | NYSE | |
6.875% Senior Notes due 2031 | New York Stock Exchange | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.875% Senior Notes due 2031 | |
Trading Symbol | THC31 | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,481 | $ 1,228 |
Accounts receivable | 3,148 | 2,914 |
Inventories of supplies, at cost | 395 | 411 |
Assets held for sale | 22 | 775 |
Other current assets | 1,775 | 1,839 |
Total current assets | 7,821 | 7,167 |
Investments and other assets | 3,244 | 3,157 |
Deferred income taxes | 20 | 77 |
Property and equipment, at cost, less accumulated depreciation and amortization ($5,908 at March 31, 2024 and $6,478 at December 31, 2023) | 5,855 | 6,236 |
Goodwill | 10,568 | 10,307 |
Other intangible assets, at cost, less accumulated amortization ($1,312 at March 31, 2024 and $1,447 at December 31, 2023) | 1,399 | 1,368 |
Total assets | 28,907 | 28,312 |
Current liabilities: | ||
Current portion of long-term debt | 107 | 120 |
Accounts payable | 1,335 | 1,408 |
Accrued compensation and benefits | 775 | 930 |
Professional and general liability reserves | 266 | 254 |
Accrued interest payable | 249 | 200 |
Liabilities held for sale | 11 | 69 |
Income tax payable | 805 | 23 |
Other current liabilities | 1,868 | 1,756 |
Total current liabilities | 5,416 | 4,760 |
Long-term debt, net of current portion | 12,772 | 14,882 |
Professional and general liability reserves | 794 | 792 |
Defined benefit plan obligations | 334 | 335 |
Deferred income taxes | 231 | 326 |
Other long-term liabilities | 1,689 | 1,709 |
Total liabilities | 21,236 | 22,804 |
Commitments and contingencies | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 2,728 | 2,391 |
Shareholders’ equity: | ||
Common stock, $0.05 par value; authorized 262,500 shares; 157,805 shares issued at March 31, 2024 and 157,271 shares issued at December 31, 2023 | 8 | 8 |
Additional paid-in capital | 4,806 | 4,834 |
Accumulated other comprehensive loss | (179) | (181) |
Retained earnings (accumulated deficit) | 1,959 | (192) |
Common stock in treasury, at cost, 60,132 shares at March 31, 2024 and 57,321 shares at December 31, 2023 | (3,141) | (2,861) |
Total shareholders’ equity | 3,453 | 1,608 |
Noncontrolling interests | 1,490 | 1,509 |
Total equity | 4,943 | 3,117 |
Total liabilities and equity | $ 28,907 | $ 28,312 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation and amortization | $ 5,908 | $ 6,478 |
Accumulated amortization | $ 1,312 | $ 1,447 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, authorized shares (in shares) | 262,500 | 262,500 |
Common stock, shares issued (in shares) | 157,805 | 157,271 |
Common stock in treasury (in shares) | 60,132 | 57,321 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net operating revenues | $ 5,368 | $ 5,021 |
Grant income | 0 | 3 |
Equity in earnings of unconsolidated affiliates | 59 | 50 |
Operating expenses: | ||
Salaries, wages and benefits | 2,321 | 2,258 |
Supplies | 928 | 891 |
Other operating expenses, net | 1,154 | 1,093 |
Depreciation and amortization | 208 | 217 |
Impairment and restructuring charges, and acquisition-related costs | 27 | 21 |
Litigation and investigation costs | 4 | 4 |
Net gains on sales, consolidation and deconsolidation of facilities | (2,500) | (13) |
Operating income | 3,285 | 603 |
Interest expense | (218) | (221) |
Other non-operating income (expense), net | 25 | (2) |
Loss from early extinguishment of debt | (8) | 0 |
Income before income taxes | 3,084 | 380 |
Income tax expense | (750) | (84) |
Net income | 2,334 | 296 |
Less: Net income available to noncontrolling interests | 183 | 153 |
Net income available to Tenet Healthcare Corporation common shareholders | $ 2,151 | $ 143 |
Earnings per share available to Tenet Healthcare Corporation common shareholders: | ||
Basic earnings per share ((in dollars per share) | $ 21.60 | $ 1.40 |
Diluted earnings per share (in dollars per share) | $ 21.38 | $ 1.32 |
Weighted average shares and dilutive securities outstanding (in thousands): | ||
Basic (in shares) | 99,581 | 102,289 |
Diluted (in shares) | 100,598 | 106,006 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 2,334 | $ 296 |
Other comprehensive income: | ||
Amortization of net actuarial loss included in other non-operating income (expense), net | 2 | 2 |
Foreign currency translation adjustments and other | 1 | 0 |
Other comprehensive income before income taxes | 3 | 2 |
Income tax expense related to items of other comprehensive income | (1) | 0 |
Total other comprehensive income, net of tax | 2 | 2 |
Comprehensive net income | 2,336 | 298 |
Less: Comprehensive income available to noncontrolling interests | 183 | 153 |
Comprehensive income available to Tenet Healthcare Corporation common shareholders | $ 2,153 | $ 145 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Cash Flows [Abstract] | ||
Net income | $ 2,334 | $ 296 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 208 | 217 |
Deferred income tax expense (benefit) | (38) | 8 |
Stock-based compensation expense | 17 | 14 |
Impairment and restructuring charges, and acquisition-related costs | 27 | 21 |
Litigation and investigation costs | 4 | 4 |
Net gains on sales, consolidation and deconsolidation of facilities | (2,500) | (13) |
Loss from early extinguishment of debt | 8 | 0 |
Equity in earnings of unconsolidated affiliates, net of distributions received | 3 | 11 |
Amortization of debt discount and debt issuance costs | 8 | 9 |
Net gains from the sale of investments and long-lived assets | 0 | (14) |
Other items, net | (5) | (2) |
Changes in cash from operating assets and liabilities: | ||
Accounts receivable | (263) | 35 |
Inventories and other current assets | (18) | 50 |
Income taxes | 783 | 76 |
Accounts payable, accrued expenses, contract liabilities and other current liabilities | 19 | (230) |
Other long-term liabilities | 24 | (9) |
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (25) | (24) |
Net cash provided by operating activities | 586 | 449 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (240) | (235) |
Purchases of businesses or joint venture interests, net of cash acquired | (449) | (48) |
Proceeds from sales of facilities and other assets | 4,030 | 13 |
Proceeds from sales of marketable securities and long-term investments | 7 | 9 |
Purchases of marketable securities and long-term investments | (10) | (18) |
Other items, net | (10) | (7) |
Net cash provided by (used in) investing activities | 3,328 | (286) |
Cash flows from financing activities: | ||
Repayments of borrowings | (2,141) | (45) |
Proceeds from borrowings | 2 | 12 |
Repurchases of common stock | (278) | (50) |
Distributions paid to noncontrolling interests | (162) | (134) |
Proceeds from the sale of noncontrolling interests | 5 | 25 |
Purchases of noncontrolling interests | (52) | (41) |
Other items, net | (35) | (22) |
Net cash used in financing activities | (2,661) | (255) |
Net increase (decrease) in cash and cash equivalents | 1,253 | (92) |
Cash and cash equivalents at beginning of period | 1,228 | 858 |
Cash and cash equivalents at end of period | 2,481 | 766 |
Supplemental disclosures: | ||
Interest paid, net of capitalized interest | (162) | (177) |
Income tax payments, net | $ (5) | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Description of Business and Basis of Presentation Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Prior to December 31, 2023, 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 March 31, 2024, our Hospital Operations segment was comprised of 52 acute care and specialty hospitals, a network of employed physicians and 151 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 512 ambulatory surgery centers and 25 surgical hospitals at March 31, 2024. USPI held noncontrolling interests in 157 of these facilities, which are recorded using the equity method of accounting. In addition, we operate a Global Business Center (“GBC”) in Manila, Philippines. This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2023 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all dollar amounts presented in our Condensed Consolidated Financial Statements and these accompanying notes are expressed in millions (except per‑share amounts), and all share amounts are expressed in thousands. Changes to prior-year presentation— As noted above, 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. This change was made to reflect 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, due to its increased significance, income tax payable is now presented separately from other current liabilities in the accompanying Condensed Consolidated Balance Sheets. Although our Condensed Consolidated Financial Statements and these related notes are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. The financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from the amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public. Operating results for the three‑month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: the impact of the demand for, and availability of, qualified medical personnel on compensation costs; overall revenue and cost trends, particularly the timing and magnitude of price changes; fluctuations in contractual allowances and cost report settlements and valuation allowances; managed care contract negotiations, settlements or terminations and payer consolidations; trends in patient accounts receivable collectability and associated implicit price concessions; the impact of cybersecurity incidents on our operations; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; impairment of long‑lived assets and goodwill; restructuring charges; losses, costs and insurance recoveries related to cybersecurity incidents, natural disasters and weather‑related occurrences; the future course and impact of COVID‑19, or the potential emergence and effects of a future pandemic, epidemic or outbreak of an infectious disease, on our operations, financial condition and liquidity; litigation and investigation costs; acquisitions and dispositions of facilities and other assets; gains (losses) on sales, consolidation and deconsolidation of facilities; income tax rates and deferred tax asset valuation allowance activity; changes in estimates of accruals for annual incentive compensation; the timing and amounts of stock option and restricted stock unit grants to employees and directors; gains (losses) from early extinguishment of debt; and changes in occupancy levels and patient volumes. Our hospitals and outpatient facilities are subject to various factors that affect our service mix, revenue mix and patient volumes and, thereby, impact our net patient service revenues and results of operations. These factors include, among others: changes in federal, state and local healthcare and business regulations; changes in general economic conditions nationally and regionally, including inflation and other factors; the number of uninsured and underinsured individuals in local communities treated at our facilities; disease hotspots and seasonal cycles of illness; climate and weather conditions; physician recruitment, satisfaction, retention and attrition; advances in technology and treatments that reduce length of stay or permit procedures to be performed in an outpatient rather than inpatient setting; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; performance data on quality measures and patient satisfaction, as well as standard charges for services; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; and changing consumer behavior, including with respect to the timing of elective procedures. These considerations apply to year‑to‑year comparisons as well. Cash and Cash Equivalents We treat highly liquid investments with original maturities of three months or less as cash equivalents. Cash and cash equivalents were $2.481 billion and $1.228 billion at March 31, 2024 and December 31, 2023, respectively. At March 31, 2024 and December 31, 2023, our book overdrafts were $214 million and $187 million, respectively, which were classified as accounts payable. At March 31, 2024 and December 31, 2023, $97 million and $100 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. Also at March 31, 2024 and December 31, 2023, we had $57 million and $154 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $44 million and $141 million, respectively, were included in accounts payable. During the three months ended March 31, 2024 and 2023, we recorded right‑of‑use assets related to non‑cancellable finance leases of $14 million and $19 million, respectively, and related to non‑cancellable operating leases of $41 million and $44 million, respectively, in each case excluding right‑of‑use assets obtained through business acquisitions. Goodwill The following tables provide information on changes in the carrying amount of goodwill: Three Months Ended March 31, 2024 2023 Hospital Operations: Goodwill at beginning of period, net of accumulated impairment losses $ 3,119 $ 3,411 Purchase price allocation adjustments (5) — Goodwill related to assets held for sale and disposed (281) (30) Goodwill at end of period, net of accumulated impairment losses $ 2,833 $ 3,381 Three Months Ended March 31, 2024 2023 Ambulatory Care: Goodwill at beginning of period $ 7,188 $ 6,712 Goodwill acquired during the year, net of purchase price allocation adjustments 607 167 Goodwill related to assets held for sale and disposed or deconsolidated facilities (60) (2) Goodwill at end of period $ 7,735 $ 6,877 Other Intangible Assets The following table provides information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets: Gross Accumulated Net Book Value At March 31, 2024: Other intangible assets with finite useful lives: Capitalized software costs $ 1,581 $ (1,110) $ 471 Contracts 323 (125) 198 Other 86 (77) 9 Other intangible assets with finite lives 1,990 (1,312) 678 Other intangible assets with indefinite useful lives: Trade names 105 — 105 Contracts 612 — 612 Other 4 — 4 Other intangible assets with indefinite lives 721 — 721 Other intangible assets, net $ 2,711 $ (1,312) $ 1,399 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 Estimated future amortization of intangible assets with finite useful lives at March 31, 2024 was as follows: Nine Months Ending Years Ending Later Years December 31, Total 2024 2025 2026 2027 2028 Amortization of intangible assets $ 678 $ 125 $ 111 $ 99 $ 88 $ 66 $ 189 We recognized amortization expense of $45 million and $42 million in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, respectively. Other Current Assets The principal components of other current assets in the accompanying Condensed Consolidated Balance Sheets were as follows: March 31, 2024 December 31, 2023 Prepaid expenses $ 375 $ 391 Contract assets 194 208 California provider fee program receivables 305 329 Receivables from other government programs 240 282 Guarantees 248 274 Non-patient receivables 315 260 Other 98 95 Total other current assets $ 1,775 $ 1,839 Investments in Unconsolidated Affiliates As of March 31, 2024, we controlled 380 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 (157 of 537 at March 31, 2024), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in our condensed consolidated statements of operations. Summarized financial information for these equity method investees is included in the following table. For investments acquired during the reported periods, amounts in the table include 100% of the investee’s results beginning on the date of our acquisition of the investment. Three Months Ended March 31, 2024 2023 Net operating revenues $ 835 $ 783 Net income $ 216 $ 185 Net income available to the investees $ 123 $ 107 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable Additional Disclosures [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The principal components of accounts receivable are presented in the table below: March 31, 2024 December 31, 2023 Patient accounts receivable $ 2,972 $ 2,719 Estimated future recoveries 140 148 Cost report settlements receivable, net of payables and valuation allowances 36 47 Accounts receivable, net $ 3,148 $ 2,914 We participate in various provider fee programs, which help reduce the amount of uncompensated care for indigent patients and those covered by Medicaid. The following table summarizes the amount and classification of assets and liabilities in the accompanying Condensed Consolidated Balance Sheets related to California’s provider fee program: March 31, 2024 December 31, 2023 Assets: Other current assets $ 305 $ 329 Investments and other assets $ 373 $ 334 Liabilities: Other current liabilities $ 203 $ 172 Other long-term liabilities $ 82 $ 135 Uninsured and Charity Patient Costs The following table presents our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our uninsured and charity patients: Three Months Ended March 31, 2024 2023 Estimated costs for: Uninsured patients $ 139 $ 123 Charity care patients 21 24 Total $ 160 $ 147 |
CONTRACT BALANCES
CONTRACT BALANCES | 3 Months Ended |
Mar. 31, 2024 | |
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; and (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. Our Hospital Operations segment’s contract assets were included in other current assets, and its contract liabilities were included in other current liabilities or other long‑term liabilities, depending upon when we expect to recognize the underlying revenue, in the accompanying Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023. Approximately 87% 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. 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, 2023 $ 21 $ 208 $ 59 $ 12 March 31, 2024 74 194 67 13 Increase (decrease) $ 53 $ (14) $ 8 $ 1 December 31, 2022 $ 37 $ 200 $ 110 $ 13 March 31, 2023 57 202 76 13 Increase (decrease) $ 20 $ 2 $ (34) $ — The difference between the opening and closing balances of our contract assets is primarily related to patients receiving ongoing inpatient care from one of our facilities at December 31, 2023 who have since been billed for the services provided. In the three months ended March 31, 2024 and 2023, we recognized revenue totaling $52 million and $64 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 —At March 31, 2024 and December 31, 2023, unamortized client contract setup costs were $21 million and $22 million, respectively, and were presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets. Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, and managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients and other uninsured discount and charity programs. Net operating revenues for our Hospital Operations segment also include 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: Three Months Ended March 31, 2024 2023 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 610 $ 613 Medicaid 411 280 Managed care 2,656 2,503 Uninsured 19 31 Indemnity and other 154 140 Total 3,850 3,567 Other revenues (1) 523 549 Total Hospital Operations 4,373 4,116 Ambulatory Care 995 905 Net operating revenues $ 5,368 $ 5,021 (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. Estimated cost report settlements receivable, net of payables and valuation allowances were included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from the 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: Three Months Ended March 31, 2024 2023 Net patient service revenues $ 954 $ 868 Management fees 33 30 Revenue from other sources 8 7 Net operating revenues $ 995 $ 905 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: Nine Months Ending Years Ending Later Years December 31, Total 2024 2025 2026 2027 2028 Performance obligations $ 5,854 $ 513 $ 684 $ 683 $ 683 $ 683 $ 2,608 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. |
DISPOSITION OF ASSETS AND LIABI
DISPOSITION OF ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
DISPOSITION OF ASSETS AND LIABILITIES | DISPOSITION OF ASSETS AND LIABILITIES 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 Condensed Consolidated Balance Sheet at December 31, 2023. We completed the sale of the SC Hospitals in January 2024, resulting in the recognition of a pre-tax gain on sale of $1.673 billion in the three months ended March 31, 2024. In January 2024, we entered into a definitive agreement for the sale of four hospitals and certain related operations located in Orange County and Los Angeles County, California (the “OCLA CA Hospitals”), including facilities from both our Hospital Operations and Ambulatory Care segments. We completed the sale of the OCLA CA Hospitals in March 2024, resulting in the recognition of a pre-tax gain on sale of $529 million in the three months ended March 31, 2024. In February 2024, we entered into a definitive agreement for the sale of two hospitals and certain related operations located in San Luis Obispo County, California (the “Central CA Hospitals”), all of which were held by our Hospital Operations segment. We completed the sale of the Central CA Hospitals in March 2024, resulting in the recognition of a pre-tax gain on sale of $278 million in the three months ended March 31, 2024. Also in March 2024, we completed the sale of two ambulatory surgery centers located in South Carolina and held by our Ambulatory Care segment. We recognized a pre-tax gain of $23 million from this sale. Gains recognized from the disposition of the assets described above are included in net gains on sales, consolidation and deconsolidation of facilities in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2024. Assets and liabilities classified as held for sale at March 31, 2024 were comprised of the following: Other current assets $ 6 Other intangible assets 16 Other current liabilities (11) Net assets held for sale $ 11 The following table presents amounts included in income before income taxes, related to significant components of our business that were recently disposed of: Three Months Ended March 31, 2024 2023 SC Hospitals (includes a $1.673 billion gain on sale in the 2024 period) $ 1,686 $ 28 OCLA CA Hospitals (includes a $529 million gain on sale in the 2024 period) 541 14 Central CA Hospitals (includes a $278 million gain on sale in the 2024 period) 289 10 Total $ 2,516 $ 52 |
IMPAIRMENT AND RESTRUCTURING CH
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring Costs and Asset Impairment Charges [Abstract] | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION ‑ RELATED COSTS Our impairment tests presume stable, improving or, in some cases, declining operating results in our facilities, which are based on programs and initiatives being implemented that are designed to achieve each facility’s most recent projections. If these projections are not met, or negative trends occur that impact our future outlook, future impairments of long‑lived assets and goodwill may occur, and we may incur additional restructuring charges, which could be material. We record costs associated with restructuring efforts in our statement of operations as they are incurred. Our restructuring plans typically focus on the alignment of our operations in the most strategic and cost‑effective structure, such as the establishment of support operations at our GBC, among other things. Certain restructuring and acquisition‑related costs are based on estimates. Changes in estimates are recognized as they occur. During the three months ended March 31, 2024, we recorded impairment and restructuring charges and acquisition‑related costs of $27 million, consisting of $14 million of restructuring charges, $12 million of acquisition‑related transaction costs and $1 million of impairment charges. Restructuring charges consisted of $7 million of legal costs related to the sale of certain businesses, $3 million related to the transition of various administrative functions to our GBC and $4 million of other restructuring costs. During the three months ended March 31, 2023, we recorded impairment and restructuring charges and acquisition‑related costs of $21 million, consisting of $18 million of restructuring charges, $2 million of acquisition‑related costs and $1 million of impairment charges. Restructuring charges consisted of $4 million of employee severance costs, $4 million related to the transition of various administrative functions to our GBC, $4 million of legal costs related to the sale of certain businesses, $3 million of contract and lease termination fees and $3 million of other restructuring costs. Acquisition‑related costs consisted of $2 million of transaction costs. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt and Lease Obligation [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The table below presents our long‑term debt included in the accompanying Condensed Consolidated Balance Sheets: March 31, 2024 December 31, 2023 Senior unsecured notes: 6.125% due 2028 $ 2,500 $ 2,500 6.875% due 2031 362 362 Senior secured first lien notes: 4.875% due 2026 — 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 1,350 Senior secured second lien notes: 6.250% due 2027 1,500 1,500 Finance leases, mortgages and other notes 324 361 Unamortized issue costs and note discounts (107) (121) Total long-term debt 12,879 15,002 Less: Current portion 107 120 Long-term debt, net of current portion $ 12,772 $ 14,882 Senior Unsecured Notes and Senior Secured Notes At March 31, 2024, we had senior unsecured notes and senior secured notes with aggregate principal amounts outstanding of $12.662 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 February 2027 through November 2031. In March 2024, we redeemed all $2.100 billion aggregate principal amount outstanding of our 4.875% senior secured first lien notes due 2026 in advance of their maturity date. We paid $2.100 billion using cash on hand to redeem the notes. In connection with the redemption, we recorded a loss from early extinguishment of debt of $8 million in the three months ended March 31, 2024, primarily related to the write-off of associated unamortized issuance costs. Credit Agreement We have a senior secured revolving credit facility (as amended, the “Credit Agreement”) that provides for revolving loans in an aggregate principal amount of up to $1.500 billion with a $200 million subfacility for standby letters of credit. 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. At March 31, 2024, we had no cash borrowings outstanding under the Credit Agreement, and we had less than $1 million of standby letters of credit outstanding. Based on our eligible receivables, $1.500 billion was available for borrowing under the Credit Agreement at March 31, 2024. 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 the London Interbank Offered Rate (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. At March 31, 2024, we had $110 million of standby letters of credit outstanding under the LC Facility. |
GUARANTEES
GUARANTEES | 3 Months Ended |
Mar. 31, 2024 | |
Guarantees [Abstract] | |
GUARANTEES | GUARANTEES At March 31, 2024, 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 $316 million. We had a total liability of $246 million recorded for these guarantees included in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at March 31, 2024. At March 31, 2024, 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 $86 million. Of the total, $20 million relates to the obligations of consolidated subsidiaries, which obligations were recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at March 31, 2024. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans The accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 include $17 million and $14 million, respectively, of pre-tax compensation costs related to our stock‑based compensation arrangements. Stock Options The following table provides information about our stock option activity during the three months ended March 31, 2024: Number of Options Weighted Average Aggregate Weighted Average (In Millions) Outstanding at December 31, 2023 384,440 $ 22.79 Exercised (94,560) $ 18.99 Outstanding at March 31, 2024 289,880 $ 24.02 $ 24 4.1 years The stock options exercised during the three months ended March 31, 2024 had an aggregate intrinsic value of $8 million. No stock options were exercised during the three months ended March 31, 2023, and we did not grant any stock options during either of the three-month periods in 2024 or 2023. The following table provides additional information about our outstanding stock options, all of which were vested and exercisable, at March 31, 2024: Options Outstanding and Exercisable Range of Exercise Prices Number of Weighted Average Weighted Average $18.99 to $20.609 161,285 3.5 years $ 19.99 $20.61 to $35.430 128,595 4.8 years $ 29.07 289,880 4.1 years $ 24.02 Restricted Stock Units The following table presents information about our restricted stock unit (“RSU”) activity during the three months ended March 31, 2024: Number of RSUs Weighted Average Grant Unvested at December 31, 2023 1,421,063 $ 66.46 Granted 527,897 $ 97.18 Performance-based adjustment 204,121 $ 66.42 Vested (642,865) $ 65.22 Forfeited (674) $ 67.77 Unvested at March 31, 2024 1,509,542 $ 79.84 We grant both time‑based RSUs that vest over a prescribed period and performance-based RSUs that vest subject to the achievement of specified performance goals within a pre‑established 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 RSUs that ultimately vest is also subject to adjustment based on the achievement of a market‑based condition. These adjustments range from 0% to a maximum of 250% of the number of RSUs initially granted for awards made in 2024, from 0% to a maximum of 225% for awards made in 2023 and from 0% to 200% for awards granted prior to 2023. The table below summarizes the time-based RSUs granted during the three months ended March 31, 2024: No. of RSUs Vesting Terms 247,136 RSUs will vest and be settled ratably over a three The table below summarizes the performance-based RSUs granted during the three months ended March 31, 2024: No. of RSUs Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 275,156 RSUs will vest and be settled on the third anniversary of the grant date 2024 to 2026 — % 250 % 204,121 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2021 5,605 RSUs will vest and be settled on the third anniversary of the grant date 2024 to 2026 — % 150 % The table below summarizes the time-based RSUs granted during the three months ended March 31, 2023: No. of RSUs Vesting Terms 301,268 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 33,586 RSUs vested and settled in December 2023 The table below summarizes the performance-based RSUs granted during the three months ended March 31, 2023: No. of RSUs Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 301,268 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 The fair value of an RSU is based on our share price on the grant date. The fair value of an RSU with a market‑based condition is estimated through the use of a Monte Carlo simulation. Significant inputs used in our valuation of these RSUs included the following: Three Months Ended March 31, 2024 2023 Expected volatility 34.9% - 52.1% 53.6% - 65.6% Risk-free interest rate 4.4% - 4.9% 4.5% - 4.8% At March 31, 2024, there were $79 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 2.4 years. 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 USPI Management Equity 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 three months ended March 31, 2024: Number of RSUs Weighted Average Grant Unvested at December 31, 2023 607,984 $ 34.13 Vested (605,987) $ 34.13 Forfeited (1,997) $ 34.13 Unvested at March 31, 2024 — $ 34.13 USPI did not make any grants under the USPI Management Equity Plan during the three months ended March 31, 2024 or 2023. At March 31, 2024, there were 453 thousand outstanding vested shares of non‑voting common stock eligible to be sold to USPI. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY The following tables present the changes in consolidated equity (dollars in millions, share amounts in thousands): Common Stock Additional Accumulated Retained Earnings Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2023 99,950 $ 8 $ 4,834 $ (181) $ (192) $ (2,861) $ 1,509 $ 3,117 Net income — — — — 2,151 — 82 2,233 Distributions paid to noncontrolling interests — — — — — — (78) (78) Other comprehensive income — — — 2 — — — 2 Sales of businesses and noncontrolling interests, net — — (5) — — — (23) (28) Repurchases of common stock (2,811) — — — — (280) — (280) Stock-based compensation expense and issuance of common stock 534 — (23) — — — — (23) Balances at March 31, 2024 97,673 $ 8 $ 4,806 $ (179) $ 1,959 $ (3,141) $ 1,490 $ 4,943 Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2022 102,247 $ 8 $ 4,778 $ (181) $ (803) $ (2,660) $ 1,317 $ 2,459 Net income — — — — 143 — 74 217 Distributions paid to noncontrolling interests — — — — — — (61) (61) Other comprehensive income — — — 2 — — — 2 Purchases of businesses and noncontrolling interests, net — — 2 — — — 17 19 Repurchases of common stock (906) — — — — (50) — (50) Stock-based compensation expense and issuance of common stock 571 — (6) — — — — (6) Balances at March 31, 2023 101,912 $ 8 $ 4,774 $ (179) $ (660) $ (2,710) $ 1,347 $ 2,580 Nonredeemable Noncontrolling Interests Our nonredeemable noncontrolling interests balances at March 31, 2024 and December 31, 2023 were comprised of $183 million and $185 million, respectively, from our Hospital Operations segment, and $1.307 billion and $1.324 billion, respectively, from our Ambulatory Care segment. Net income amounts available to nonredeemable noncontrolling interests for the three months ended March 31, 2024 and 2023 in the tables above were comprised of $9 million and $5 million, respectively, from our Hospital Operations segment and $73 million and $69 million, respectively, from our Ambulatory Care segment. Share Repurchase Program In October 2022, our board of directors authorized the repurchase of up to $1 billion of our common stock through a share repurchase program. Repurchases may be made in open‑market or privately negotiated transactions, at management’s discretion subject to market conditions and other factors, and in a manner consistent with applicable securities laws and regulations. The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be suspended for periods or discontinued at any time before its scheduled expiration date of December 31, 2024. The table below summarizes transactions completed under the repurchase program during the periods shown: 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) Three Months Ended March 31, 2024: January 1 through January 31, 2024 — $ — — $ 550 February 1 through February 29, 2024 — $ — — $ 550 March 1 through March 31, 2024 2,811 $ 98.86 2,811 $ 272 Three Months Ended March 31, 2023: 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 |
NET OPERATING REVENUES
NET OPERATING REVENUES | 3 Months Ended |
Mar. 31, 2024 | |
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; and (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. Our Hospital Operations segment’s contract assets were included in other current assets, and its contract liabilities were included in other current liabilities or other long‑term liabilities, depending upon when we expect to recognize the underlying revenue, in the accompanying Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023. Approximately 87% 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. 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, 2023 $ 21 $ 208 $ 59 $ 12 March 31, 2024 74 194 67 13 Increase (decrease) $ 53 $ (14) $ 8 $ 1 December 31, 2022 $ 37 $ 200 $ 110 $ 13 March 31, 2023 57 202 76 13 Increase (decrease) $ 20 $ 2 $ (34) $ — The difference between the opening and closing balances of our contract assets is primarily related to patients receiving ongoing inpatient care from one of our facilities at December 31, 2023 who have since been billed for the services provided. In the three months ended March 31, 2024 and 2023, we recognized revenue totaling $52 million and $64 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 —At March 31, 2024 and December 31, 2023, unamortized client contract setup costs were $21 million and $22 million, respectively, and were presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets. Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, and managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients and other uninsured discount and charity programs. Net operating revenues for our Hospital Operations segment also include 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: Three Months Ended March 31, 2024 2023 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 610 $ 613 Medicaid 411 280 Managed care 2,656 2,503 Uninsured 19 31 Indemnity and other 154 140 Total 3,850 3,567 Other revenues (1) 523 549 Total Hospital Operations 4,373 4,116 Ambulatory Care 995 905 Net operating revenues $ 5,368 $ 5,021 (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. Estimated cost report settlements receivable, net of payables and valuation allowances were included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from the 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: Three Months Ended March 31, 2024 2023 Net patient service revenues $ 954 $ 868 Management fees 33 30 Revenue from other sources 8 7 Net operating revenues $ 995 $ 905 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: Nine Months Ending Years Ending Later Years December 31, Total 2024 2025 2026 2027 2028 Performance obligations $ 5,854 $ 513 $ 684 $ 683 $ 683 $ 683 $ 2,608 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. |
INSURANCE
INSURANCE | 3 Months Ended |
Mar. 31, 2024 | |
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 both the policy periods of April 1, 2022 through March 31, 2023 and 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. During the three months ended March 31, 2023, we received $31 million of insurance recoveries related to a cybersecurity incident that occurred in 2022. Of the amounts received, we recorded $27 million as net operating revenues during the same three-month period in 2023. We did not receive any insurance recoveries or recognize additional recoveries in net operating revenues during the three months ended March 31, 2024. Professional and General Liability Reserves We are self‑insured for the majority of our professional and general liability claims, and we purchase insurance from third‑parties to cover catastrophic claims. At March 31, 2024 and December 31, 2023, the aggregate current and long‑term professional and general liability reserves in the accompanying Condensed Consolidated Balance Sheets were $1.060 billion and $1.046 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. Malpractice expense of $70 million and $91 million was included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, respectively. |
CLAIMS AND LAWSUITS
CLAIMS AND LAWSUITS | 3 Months Ended |
Mar. 31, 2024 | |
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 Three Months Ended March 31, 2024 $ 40 $ 4 $ (15) $ (1) $ 28 Three Months Ended March 31, 2023 $ 51 $ 4 $ (5) $ — $ 50 |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES Certain of our investees’ partnership and operating agreements contain terms that, upon the occurrence of specified events, could obligate us to purchase some or all of the noncontrolling interests related to our consolidated subsidiaries. The noncontrolling interests subject to these provisions, and the income attributable to those interests, are not included as part of our equity and are presented as redeemable noncontrolling interests in the accompanying Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023. The following table presents the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries for the periods presented: Three Months Ended March 31, 2024 2023 Balances at beginning of period $ 2,391 $ 2,149 Net income 101 79 Distributions paid to noncontrolling interests (84) (73) Purchases and sales of businesses and noncontrolling interests, net 320 70 Balances at end of period $ 2,728 $ 2,225 The following tables present the composition by segment of our redeemable noncontrolling interests balances, as well as our net income available to redeemable noncontrolling interests: March 31, 2024 December 31, 2023 Hospital Operations $ 879 $ 860 Ambulatory Care 1,849 1,531 Redeemable noncontrolling interests $ 2,728 $ 2,391 Three Months Ended March 31, 2024 2023 Hospital Operations $ 21 $ 22 Ambulatory Care 80 57 Net income available to redeemable noncontrolling interests $ 101 $ 79 In June 2022, we entered into a share purchase agreement to acquire the 5% ownership interest then-held by Baylor University Medical Center (“Baylor”) in USPI for $406 million. Under the share purchase agreement, we are obligated to make non-interest-bearing monthly payments of approximately $11 million through June 2025. At both March 31, 2024 and December 31, 2023, we had a liability of $135 million recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheets for the purchase of Baylor’s ownership interest. The long-term portion of this obligation was $31 million and $63 million at March 31, 2024 and December 31, 2023, respectively, which amounts were included in other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES During the three months ended March 31, 2024 and 2023, we recorded income tax expense of $750 million and $84 million on pre-tax income of $3.084 billion and $380 million, respectively. Our provision for income taxes during interim reporting periods is calculated by applying an estimate of the annual effective tax rate to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. In calculating “ordinary” income, non‑taxable income available to noncontrolling interests was deducted from pre-tax income. A reconciliation between the amount of reported income tax expense and the amount computed by multiplying income before income taxes by the statutory federal tax rate is presented below: Three Months Ended March 31, 2024 2023 Tax expense at statutory federal rate of 21% $ 648 $ 80 State income taxes, net of federal income tax benefit 203 16 Tax benefit attributable to noncontrolling interests (38) (32) Nondeductible goodwill 126 — Stock-based compensation tax benefit (5) (2) Changes in valuation allowance (185) 19 Other items 1 3 Income tax expense $ 750 $ 84 During the three months ended March 31, 2024, we recorded an income tax benefit of $185 million to decrease the valuation allowance for utilization of interest expense carryforwards primarily due to gains from sales of facilities. During the three months ended March 31, 2023, we recorded income tax expense of $19 million to increase the valuation allowance for interest expense carryforwards as a result of the limitation on business interest expense. The Inflation Reduction Act of 2022 implemented a corporate alternative minimum tax (“CAMT”) of 15% on book income of certain large corporations effective for tax years beginning after December 31, 2022. We are subject to the CAMT, however, we currently do not expect any material impact on our consolidated statement of operations. There were no adjustments to our estimated liabilities for uncertain tax positions during the three months ended March 31, 2024. The total amount of unrecognized tax benefits as of March 31, 2024 was $61 million, of which $59 million, if recognized, would affect our effective tax rate and income tax expense. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our condensed consolidated statements of operations. Approximately $1 million of interest and penalties related to accrued liabilities for uncertain tax positions are included for the three months ended March 31, 2024. Total accrued interest and penalties on unrecognized tax benefits at March 31, 2024 were $3 million. As of March 31, 2024, no significant changes in unrecognized federal and state tax benefits were expected in the next 12 months as a result of the settlement of audits, the filing of amended tax returns or the expiration of statutes of limitations. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE The following table reconciles the numerators and denominators of our basic and diluted earnings per common share calculations. Net income available to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Net Income Available to Common Shareholders (Numerator) Weighted Per-Share Amount Three Months Ended March 31, 2024 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 2,151 99,581 $ 21.60 Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock — 1,017 (0.22) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 2,151 100,598 $ 21.38 Three Months Ended March 31, 2023 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 143 102,289 $ 1.40 Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock (3) 3,717 (0.08) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 140 106,006 $ 1.32 During the three months ended March 31, 2024 and 2023, our convertible instruments consisted of RSUs issued under the USPI Management Equity Plan; however, during the three-month period in 2023, our convertible instruments also included an agreement related to the ownership interest in a Hospital Operations segment joint venture. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
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 on a non-recurring basis and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair values: Total Quoted Prices Significant Other Significant March 31, 2024 Long-lived assets held for sale $ 22 $ — $ 22 $ — December 31, 2023 Long-lived assets held for sale $ 775 $ — $ 775 $ — 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 March 31, 2024 and December 31, 2023, the estimated fair value of our long‑term debt was approximately 97.1% and 96.9%, respectively, of the carrying value of the debt. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the three months ended March 31, 2024 and 2023 are as follows: Three Months Ended March 31, 2024 2023 Current assets $ 65 $ 6 Property and equipment 37 4 Other intangible assets 86 2 Goodwill 613 165 Long-term operating lease assets 93 — Other long-term assets 1 4 Previously held investments in unconsolidated affiliates (4) (37) Current liabilities (58) (5) Long-term operating lease liabilities (83) — Other long-term liabilities (11) (8) Redeemable noncontrolling interests in equity of consolidated subsidiaries (302) (56) Noncontrolling interests (2) (14) Cash paid, net of cash acquired (439) (48) Gains (losses) on consolidations $ (4) $ 13 The goodwill generated from the 2024 transactions, the majority of which we believe will not be deductible for income tax purposes, can be attributed to the benefits that we expect to realize from operating efficiencies and growth strategies. The goodwill total of $613 million from acquisitions completed during the three months ended March 31, 2024 was recorded in our Ambulatory Care segment. Approximately $12 million and $2 million in transaction costs related to prospective and closed acquisitions were expensed during the three months ended March 31, 2024 and 2023, respectively, and were included in impairment and restructuring charges, and acquisition‑related costs in the accompanying Condensed Consolidated Statements of Operations. In December 2023, we acquired a 55% ownership interest in NextCare Arizona I JV, LLC and a minority ownership interest in NextCare Arizona II JV, LLC from NextCare, Inc. and certain of its affiliates (“NextCare”). Through these transactions, we acquired a controlling interest in 41 fully operational UCCs and a telehealth center, as well as a noncontrolling interest in an additional 15 fully operational UCCs, all located in Arizona. We retained $10 million of the purchase price in escrow pending NextCare’s compliance with certain conditions, which amount was remitted to NextCare during the three months ended March 31, 2024. 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 2024 and 2023 are preliminary. We are in the process of assessing working capital balances and lease and other agreements assumed, as well as obtaining and evaluating valuations of the acquired property and equipment, management contracts and other intangible assets, and noncontrolling interests. Therefore, those purchase price allocations, including goodwill, recorded in the accompanying Condensed Consolidated Financial Statements are subject to adjustment once the assessments and valuation work are completed and evaluated. Such adjustments will be recorded as soon as practical and within the measurement period as defined by the accounting literature. During the three months ended March 31, 2024, we adjusted the preliminary purchase allocations of certain acquisitions completed in 2023 based on the results of completed valuations. These adjustments resulted in a net decrease in goodwill of $11 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Prior to December 31, 2023, 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 March 31, 2024, our subsidiaries operated 52 hospitals, serving primarily urban and suburban communities in nine states, as well as 151 outpatient facilities, primarily imaging centers, UCCs, ancillary emergency facilities and micro-hospitals. 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 March 31, 2024, USPI had ownership interests in 512 ambulatory surgery centers (372 consolidated) and 25 surgical hospitals (eight consolidated) in 38 states. The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations, as applicable: March 31, 2024 December 31, 2023 Assets: Hospital Operations $ 17,095 $ 17,268 Ambulatory Care 11,812 11,044 Total $ 28,907 $ 28,312 Three Months Ended March 31, 2024 2023 Capital expenditures: Hospital Operations $ 222 $ 217 Ambulatory Care 18 18 Total $ 240 $ 235 Net operating revenues: Hospital Operations $ 4,373 $ 4,116 Ambulatory Care 995 905 Total $ 5,368 $ 5,021 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 3 $ 3 Ambulatory Care 56 47 Total $ 59 $ 50 Adjusted EBITDA: Hospital Operations $ 630 $ 492 Ambulatory Care 394 340 Total $ 1,024 $ 832 Three Months Ended March 31, 2024 2023 Depreciation and amortization: Hospital Operations $ 177 $ 190 Ambulatory Care 31 27 Total $ 208 $ 217 Adjusted EBITDA $ 1,024 $ 832 Depreciation and amortization (208) (217) Impairment and restructuring charges, and acquisition-related costs (27) (21) Litigation and investigation costs (4) (4) Interest expense (218) (221) Loss from early extinguishment of debt (8) — Other non-operating income (expense), net 25 (2) Net gains on sales, consolidation and deconsolidation of facilities 2,500 13 Income before income taxes $ 3,084 $ 380 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Prior to December 31, 2023, 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 March 31, 2024, our Hospital Operations segment was comprised of 52 acute care and specialty hospitals, a network of employed physicians and 151 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 512 ambulatory surgery centers and 25 surgical hospitals at March 31, 2024. USPI held noncontrolling interests in 157 of these facilities, which are recorded using the equity method of accounting. In addition, we operate a Global Business Center (“GBC”) in Manila, Philippines. This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2023 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all dollar amounts presented in our Condensed Consolidated Financial Statements and these accompanying notes are expressed in millions (except per‑share amounts), and all share amounts are expressed in thousands. Changes to prior-year presentation— As noted above, 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. This change was made to reflect 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, due to its increased significance, income tax payable is now presented separately from other current liabilities in the accompanying Condensed Consolidated Balance Sheets. Although our Condensed Consolidated Financial Statements and these related notes are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. The financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from the amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public. Operating results for the three‑month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: the impact of the demand for, and availability of, qualified medical personnel on compensation costs; overall revenue and cost trends, particularly the timing and magnitude of price changes; fluctuations in contractual allowances and cost report settlements and valuation allowances; managed care contract negotiations, settlements or terminations and payer consolidations; trends in patient accounts receivable collectability and associated implicit price concessions; the impact of cybersecurity incidents on our operations; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; impairment of long‑lived assets and goodwill; restructuring charges; losses, costs and insurance recoveries related to cybersecurity incidents, natural disasters and weather‑related occurrences; the future course and impact of COVID‑19, or the potential emergence and effects of a future pandemic, epidemic or outbreak of an infectious disease, on our operations, financial condition and liquidity; litigation and investigation costs; acquisitions and dispositions of facilities and other assets; gains (losses) on sales, consolidation and deconsolidation of facilities; income tax rates and deferred tax asset valuation allowance activity; changes in estimates of accruals for annual incentive compensation; the timing and amounts of stock option and restricted stock unit grants to employees and directors; gains (losses) from early extinguishment of debt; and changes in occupancy levels and patient volumes. Our hospitals and outpatient facilities are subject to various factors that affect our service mix, revenue mix and patient volumes and, thereby, impact our net patient service revenues and results of operations. These factors include, among others: changes in federal, state and local healthcare and business regulations; changes in general economic conditions nationally and regionally, including inflation and other factors; the number of uninsured and underinsured individuals in local communities treated at our facilities; disease hotspots and seasonal cycles of illness; climate and weather conditions; physician recruitment, satisfaction, retention and attrition; advances in technology and treatments that reduce length of stay or permit procedures to be performed in an outpatient rather than inpatient setting; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; performance data on quality measures and patient satisfaction, as well as standard charges for services; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; and changing consumer behavior, including with respect to the timing of elective procedures. These considerations apply to year‑to‑year comparisons as well. |
Cash and Cash Equivalents | We treat highly liquid investments with original maturities of three months or less as cash equivalents. Cash and cash equivalents were $2.481 billion and $1.228 billion at March 31, 2024 and December 31, 2023, respectively. At March 31, 2024 and December 31, 2023, our book overdrafts were $214 million and $187 million, respectively, which were classified as accounts payable. At March 31, 2024 and December 31, 2023, $97 million and $100 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. Also at March 31, 2024 and December 31, 2023, we had $57 million and $154 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $44 million and $141 million, respectively, were included in accounts payable. During the three months ended March 31, 2024 and 2023, we recorded right‑of‑use assets related to non‑cancellable finance leases of $14 million and $19 million, respectively, and related to non‑cancellable operating leases of $41 million and $44 million, respectively, in each case excluding right‑of‑use assets obtained through business acquisitions. |
Investments in Unconsolidated Affiliates | As of March 31, 2024, we controlled 380 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 (157 of 537 at March 31, 2024), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in our condensed consolidated statements of operations. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The following tables provide information on changes in the carrying amount of goodwill: Three Months Ended March 31, 2024 2023 Hospital Operations: Goodwill at beginning of period, net of accumulated impairment losses $ 3,119 $ 3,411 Purchase price allocation adjustments (5) — Goodwill related to assets held for sale and disposed (281) (30) Goodwill at end of period, net of accumulated impairment losses $ 2,833 $ 3,381 Three Months Ended March 31, 2024 2023 Ambulatory Care: Goodwill at beginning of period $ 7,188 $ 6,712 Goodwill acquired during the year, net of purchase price allocation adjustments 607 167 Goodwill related to assets held for sale and disposed or deconsolidated facilities (60) (2) Goodwill at end of period $ 7,735 $ 6,877 |
Schedule of Other Intangible Assets | The following table provides information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets: Gross Accumulated Net Book Value At March 31, 2024: Other intangible assets with finite useful lives: Capitalized software costs $ 1,581 $ (1,110) $ 471 Contracts 323 (125) 198 Other 86 (77) 9 Other intangible assets with finite lives 1,990 (1,312) 678 Other intangible assets with indefinite useful lives: Trade names 105 — 105 Contracts 612 — 612 Other 4 — 4 Other intangible assets with indefinite lives 721 — 721 Other intangible assets, net $ 2,711 $ (1,312) $ 1,399 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 |
Schedule of Indefinite-Lived Intangible Assets | The following table provides information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets: Gross Accumulated Net Book Value At March 31, 2024: Other intangible assets with finite useful lives: Capitalized software costs $ 1,581 $ (1,110) $ 471 Contracts 323 (125) 198 Other 86 (77) 9 Other intangible assets with finite lives 1,990 (1,312) 678 Other intangible assets with indefinite useful lives: Trade names 105 — 105 Contracts 612 — 612 Other 4 — 4 Other intangible assets with indefinite lives 721 — 721 Other intangible assets, net $ 2,711 $ (1,312) $ 1,399 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 |
Schedule of Estimated Future Amortization of Intangibles with Finite Useful Lives | Estimated future amortization of intangible assets with finite useful lives at March 31, 2024 was as follows: Nine Months Ending Years Ending Later Years December 31, Total 2024 2025 2026 2027 2028 Amortization of intangible assets $ 678 $ 125 $ 111 $ 99 $ 88 $ 66 $ 189 |
Schedule of Other Current Assets | The principal components of other current assets in the accompanying Condensed Consolidated Balance Sheets were as follows: March 31, 2024 December 31, 2023 Prepaid expenses $ 375 $ 391 Contract assets 194 208 California provider fee program receivables 305 329 Receivables from other government programs 240 282 Guarantees 248 274 Non-patient receivables 315 260 Other 98 95 Total other current assets $ 1,775 $ 1,839 |
Schedule of Equity Method Investments | Summarized financial information for these equity method investees is included in the following table. For investments acquired during the reported periods, amounts in the table include 100% of the investee’s results beginning on the date of our acquisition of the investment. Three Months Ended March 31, 2024 2023 Net operating revenues $ 835 $ 783 Net income $ 216 $ 185 Net income available to the investees $ 123 $ 107 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Schedule of Components of Accounts Receivable | The principal components of accounts receivable are presented in the table below: March 31, 2024 December 31, 2023 Patient accounts receivable $ 2,972 $ 2,719 Estimated future recoveries 140 148 Cost report settlements receivable, net of payables and valuation allowances 36 47 Accounts receivable, net $ 3,148 $ 2,914 |
Schedule of Location of Assets and Liabilities | The following table summarizes the amount and classification of assets and liabilities in the accompanying Condensed Consolidated Balance Sheets related to California’s provider fee program: March 31, 2024 December 31, 2023 Assets: Other current assets $ 305 $ 329 Investments and other assets $ 373 $ 334 Liabilities: Other current liabilities $ 203 $ 172 Other long-term liabilities $ 82 $ 135 |
Schedule of Estimated Costs for Charity Care and Self-Pay Patients | The following table presents our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our uninsured and charity patients: Three Months Ended March 31, 2024 2023 Estimated costs for: Uninsured patients $ 139 $ 123 Charity care patients 21 24 Total $ 160 $ 147 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule Of Opening And Closing Balances Of Company's Contract Assets | 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, 2023 $ 21 $ 208 $ 59 $ 12 March 31, 2024 74 194 67 13 Increase (decrease) $ 53 $ (14) $ 8 $ 1 December 31, 2022 $ 37 $ 200 $ 110 $ 13 March 31, 2023 57 202 76 13 Increase (decrease) $ 20 $ 2 $ (34) $ — |
DISPOSITION OF ASSETS AND LIA_2
DISPOSITION OF ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Schedule of Assets and Liabilities Classified As Held for Sale | Assets and liabilities classified as held for sale at March 31, 2024 were comprised of the following: Other current assets $ 6 Other intangible assets 16 Other current liabilities (11) Net assets held for sale $ 11 The following table presents amounts included in income before income taxes, related to significant components of our business that were recently disposed of: Three Months Ended March 31, 2024 2023 SC Hospitals (includes a $1.673 billion gain on sale in the 2024 period) $ 1,686 $ 28 OCLA CA Hospitals (includes a $529 million gain on sale in the 2024 period) 541 14 Central CA Hospitals (includes a $278 million gain on sale in the 2024 period) 289 10 Total $ 2,516 $ 52 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt and Lease Obligation [Abstract] | |
Schedule of Long-Term Debt | The table below presents our long‑term debt included in the accompanying Condensed Consolidated Balance Sheets: March 31, 2024 December 31, 2023 Senior unsecured notes: 6.125% due 2028 $ 2,500 $ 2,500 6.875% due 2031 362 362 Senior secured first lien notes: 4.875% due 2026 — 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 1,350 Senior secured second lien notes: 6.250% due 2027 1,500 1,500 Finance leases, mortgages and other notes 324 361 Unamortized issue costs and note discounts (107) (121) Total long-term debt 12,879 15,002 Less: Current portion 107 120 Long-term debt, net of current portion $ 12,772 $ 14,882 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table provides information about our stock option activity during the three months ended March 31, 2024: Number of Options Weighted Average Aggregate Weighted Average (In Millions) Outstanding at December 31, 2023 384,440 $ 22.79 Exercised (94,560) $ 18.99 Outstanding at March 31, 2024 289,880 $ 24.02 $ 24 4.1 years |
Schedule of Information about Outstanding Stock Options | The following table provides additional information about our outstanding stock options, all of which were vested and exercisable, at March 31, 2024: Options Outstanding and Exercisable Range of Exercise Prices Number of Weighted Average Weighted Average $18.99 to $20.609 161,285 3.5 years $ 19.99 $20.61 to $35.430 128,595 4.8 years $ 29.07 289,880 4.1 years $ 24.02 |
Schedule of Restricted Stock Unit Activity | The following table presents information about our restricted stock unit (“RSU”) activity during the three months ended March 31, 2024: Number of RSUs Weighted Average Grant Unvested at December 31, 2023 1,421,063 $ 66.46 Granted 527,897 $ 97.18 Performance-based adjustment 204,121 $ 66.42 Vested (642,865) $ 65.22 Forfeited (674) $ 67.77 Unvested at March 31, 2024 1,509,542 $ 79.84 The table below summarizes the time-based RSUs granted during the three months ended March 31, 2024: No. of RSUs Vesting Terms 247,136 RSUs will vest and be settled ratably over a three The table below summarizes the performance-based RSUs granted during the three months ended March 31, 2024: No. of RSUs Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 275,156 RSUs will vest and be settled on the third anniversary of the grant date 2024 to 2026 — % 250 % 204,121 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2021 5,605 RSUs will vest and be settled on the third anniversary of the grant date 2024 to 2026 — % 150 % The table below summarizes the time-based RSUs granted during the three months ended March 31, 2023: No. of RSUs Vesting Terms 301,268 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 33,586 RSUs vested and settled in December 2023 The table below summarizes the performance-based RSUs granted during the three months ended March 31, 2023: No. of RSUs Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 301,268 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 The following table summarizes RSU activity under the USPI Management Equity Plan during the three months ended March 31, 2024: Number of RSUs Weighted Average Grant Unvested at December 31, 2023 607,984 $ 34.13 Vested (605,987) $ 34.13 Forfeited (1,997) $ 34.13 Unvested at March 31, 2024 — $ 34.13 |
Schedule of Significant Inputs used in Valuation of RSUs | Significant inputs used in our valuation of these RSUs included the following: Three Months Ended March 31, 2024 2023 Expected volatility 34.9% - 52.1% 53.6% - 65.6% Risk-free interest rate 4.4% - 4.9% 4.5% - 4.8% |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes In Consolidated Equity | The following tables present the changes in consolidated equity (dollars in millions, share amounts in thousands): Common Stock Additional Accumulated Retained Earnings Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2023 99,950 $ 8 $ 4,834 $ (181) $ (192) $ (2,861) $ 1,509 $ 3,117 Net income — — — — 2,151 — 82 2,233 Distributions paid to noncontrolling interests — — — — — — (78) (78) Other comprehensive income — — — 2 — — — 2 Sales of businesses and noncontrolling interests, net — — (5) — — — (23) (28) Repurchases of common stock (2,811) — — — — (280) — (280) Stock-based compensation expense and issuance of common stock 534 — (23) — — — — (23) Balances at March 31, 2024 97,673 $ 8 $ 4,806 $ (179) $ 1,959 $ (3,141) $ 1,490 $ 4,943 Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2022 102,247 $ 8 $ 4,778 $ (181) $ (803) $ (2,660) $ 1,317 $ 2,459 Net income — — — — 143 — 74 217 Distributions paid to noncontrolling interests — — — — — — (61) (61) Other comprehensive income — — — 2 — — — 2 Purchases of businesses and noncontrolling interests, net — — 2 — — — 17 19 Repurchases of common stock (906) — — — — (50) — (50) Stock-based compensation expense and issuance of common stock 571 — (6) — — — — (6) Balances at March 31, 2023 101,912 $ 8 $ 4,774 $ (179) $ (660) $ (2,710) $ 1,347 $ 2,580 |
Schedule of Share Repurchase Activity | The table below summarizes transactions completed under the repurchase program during the periods shown: 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) Three Months Ended March 31, 2024: January 1 through January 31, 2024 — $ — — $ 550 February 1 through February 29, 2024 — $ — — $ 550 March 1 through March 31, 2024 2,811 $ 98.86 2,811 $ 272 Three Months Ended March 31, 2023: 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 |
NET OPERATING REVENUES (Tables)
NET OPERATING REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Operating Revenues Less Provision for Doubtful Accounts and Implicit Price Concessions | The table below presents our sources of net operating revenues: Three Months Ended March 31, 2024 2023 Hospital Operations: Net patient service revenues from hospitals and related outpatient facilities: Medicare $ 610 $ 613 Medicaid 411 280 Managed care 2,656 2,503 Uninsured 19 31 Indemnity and other 154 140 Total 3,850 3,567 Other revenues (1) 523 549 Total Hospital Operations 4,373 4,116 Ambulatory Care 995 905 Net operating revenues $ 5,368 $ 5,021 (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: Three Months Ended March 31, 2024 2023 Net patient service revenues $ 954 $ 868 Management fees 33 30 Revenue from other sources 8 7 Net operating revenues $ 995 $ 905 |
Schedule of Performance Obligation, Expected Timing of Satisfaction | 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: Nine Months Ending Years Ending Later Years December 31, Total 2024 2025 2026 2027 2028 Performance obligations $ 5,854 $ 513 $ 684 $ 683 $ 683 $ 683 $ 2,608 |
CLAIMS AND LAWSUITS (Tables)
CLAIMS AND LAWSUITS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Three Months Ended March 31, 2024 $ 40 $ 4 $ (15) $ (1) $ 28 Three Months Ended March 31, 2023 $ 51 $ 4 $ (5) $ — $ 50 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule of Changes in Redeemable Noncontrolling Interests in Equity of Consolidated Subsidiaries | The following table presents the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries for the periods presented: Three Months Ended March 31, 2024 2023 Balances at beginning of period $ 2,391 $ 2,149 Net income 101 79 Distributions paid to noncontrolling interests (84) (73) Purchases and sales of businesses and noncontrolling interests, net 320 70 Balances at end of period $ 2,728 $ 2,225 The following tables present the composition by segment of our redeemable noncontrolling interests balances, as well as our net income available to redeemable noncontrolling interests: March 31, 2024 December 31, 2023 Hospital Operations $ 879 $ 860 Ambulatory Care 1,849 1,531 Redeemable noncontrolling interests $ 2,728 $ 2,391 Three Months Ended March 31, 2024 2023 Hospital Operations $ 21 $ 22 Ambulatory Care 80 57 Net income available to redeemable noncontrolling interests $ 101 $ 79 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation Between Reported Income Tax Expense 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 before income taxes by the statutory federal tax rate is presented below: Three Months Ended March 31, 2024 2023 Tax expense at statutory federal rate of 21% $ 648 $ 80 State income taxes, net of federal income tax benefit 203 16 Tax benefit attributable to noncontrolling interests (38) (32) Nondeductible goodwill 126 — Stock-based compensation tax benefit (5) (2) Changes in valuation allowance (185) 19 Other items 1 3 Income tax expense $ 750 $ 84 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Reconcile of Numerators and Denominators of Our Basic and Diluted Earnings Per Common Share | The following table reconciles the numerators and denominators of our basic and diluted earnings per common share calculations. Net income available to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Net Income Available to Common Shareholders (Numerator) Weighted Per-Share Amount Three Months Ended March 31, 2024 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 2,151 99,581 $ 21.60 Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock — 1,017 (0.22) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 2,151 100,598 $ 21.38 Three Months Ended March 31, 2023 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 143 102,289 $ 1.40 Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock (3) 3,717 (0.08) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 140 106,006 $ 1.32 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets on a Nonrecurring Basis | The following table presents this information about assets measured at fair value on a non-recurring basis and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair values: Total Quoted Prices Significant Other Significant March 31, 2024 Long-lived assets held for sale $ 22 $ — $ 22 $ — December 31, 2023 Long-lived assets held for sale $ 775 $ — $ 775 $ — |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the three months ended March 31, 2024 and 2023 are as follows: Three Months Ended March 31, 2024 2023 Current assets $ 65 $ 6 Property and equipment 37 4 Other intangible assets 86 2 Goodwill 613 165 Long-term operating lease assets 93 — Other long-term assets 1 4 Previously held investments in unconsolidated affiliates (4) (37) Current liabilities (58) (5) Long-term operating lease liabilities (83) — Other long-term liabilities (11) (8) Redeemable noncontrolling interests in equity of consolidated subsidiaries (302) (56) Noncontrolling interests (2) (14) Cash paid, net of cash acquired (439) (48) Gains (losses) on consolidations $ (4) $ 13 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Assets by Reportable Segment to Consolidated Assets | The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations, as applicable: March 31, 2024 December 31, 2023 Assets: Hospital Operations $ 17,095 $ 17,268 Ambulatory Care 11,812 11,044 Total $ 28,907 $ 28,312 |
Schedule of Reconciliation of Other Significant Reconciling Items From Segments to Consolidated | Three Months Ended March 31, 2024 2023 Capital expenditures: Hospital Operations $ 222 $ 217 Ambulatory Care 18 18 Total $ 240 $ 235 Net operating revenues: Hospital Operations $ 4,373 $ 4,116 Ambulatory Care 995 905 Total $ 5,368 $ 5,021 Equity in earnings of unconsolidated affiliates: Hospital Operations $ 3 $ 3 Ambulatory Care 56 47 Total $ 59 $ 50 Adjusted EBITDA: Hospital Operations $ 630 $ 492 Ambulatory Care 394 340 Total $ 1,024 $ 832 Three Months Ended March 31, 2024 2023 Depreciation and amortization: Hospital Operations $ 177 $ 190 Ambulatory Care 31 27 Total $ 208 $ 217 Adjusted EBITDA $ 1,024 $ 832 Depreciation and amortization (208) (217) Impairment and restructuring charges, and acquisition-related costs (27) (21) Litigation and investigation costs (4) (4) Interest expense (218) (221) Loss from early extinguishment of debt (8) — Other non-operating income (expense), net 25 (2) Net gains on sales, consolidation and deconsolidation of facilities 2,500 13 Income before income taxes $ 3,084 $ 380 |
BASIS OF PRESENTATION - Descrip
BASIS OF PRESENTATION - Description of Business and Basis of Presentation (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 hospital | Mar. 31, 2024 healthcare_facility | Dec. 31, 2023 segment | Dec. 31, 2022 segment | |
Business Acquisition [Line Items] | ||||
Number of reportable segments | segment | 2 | 3 | ||
Hospital Operations | ||||
Business Acquisition [Line Items] | ||||
Number of acute care and specialty hospitals operated | 52 | |||
Number of outpatient facilities operated | healthcare_facility | 151 | |||
United Surgical Partners International | Ambulatory Care | ||||
Business Acquisition [Line Items] | ||||
Number of ambulatory surgery centers | 512 | |||
Number of surgical hospitals operated by subsidiaries | 25 | |||
Number of outpatient centers recorded using equity method | 157 | 157 |
BASIS OF PRESENTATION - Cash an
BASIS OF PRESENTATION - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash and Cash Equivalents | |||
Cash and cash equivalents | $ 2,481 | $ 1,228 | |
Accrued property and equipment purchases for items received but not yet paid | 57 | 154 | |
Non-cancellable finance leases entered into | 14 | $ 19 | |
Non-cancellable operating leases liability entered into | 41 | $ 44 | |
Captive Insurance Subsidiaries | |||
Cash and Cash Equivalents | |||
Cash and cash equivalents | 97 | 100 | |
Accounts Payable | |||
Cash and Cash Equivalents | |||
Book overdrafts classified as accounts payable | 214 | 187 | |
Accrued property and equipment purchases for items received but not yet paid | $ 44 | $ 141 |
BASIS OF PRESENTATION - Goodwil
BASIS OF PRESENTATION - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill [Roll Forward] | ||
Goodwill at beginning of period, net of accumulated impairment losses | $ 10,307 | |
Purchase price allocation adjustments | (11) | |
Goodwill at end of period, net of accumulated impairment losses | 10,568 | |
Hospital Operations: | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of period, net of accumulated impairment losses | 3,119 | $ 3,411 |
Purchase price allocation adjustments | (5) | 0 |
Goodwill related to assets held for sale and disposed | (281) | (30) |
Goodwill at end of period, net of accumulated impairment losses | 2,833 | 3,381 |
Ambulatory Care: | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of period, net of accumulated impairment losses | 7,188 | 6,712 |
Goodwill related to assets held for sale and disposed | (60) | (2) |
Goodwill acquired during the year, net of purchase price allocation adjustments | 607 | 167 |
Goodwill at end of period, net of accumulated impairment losses | $ 7,735 | $ 6,877 |
BASIS OF PRESENTATION - Other I
BASIS OF PRESENTATION - Other Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,990 | $ 2,097 |
Accumulated Amortization | (1,312) | (1,447) |
Net Book Value | 678 | 650 |
Other intangible assets with indefinite lives | 721 | 718 |
Gross Carrying Amount | 2,711 | 2,815 |
Net Book Value | 1,399 | 1,368 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets with indefinite lives | 105 | 105 |
Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets with indefinite lives | 612 | 609 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets with indefinite lives | 4 | 4 |
Capitalized software costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,581 | 1,712 |
Accumulated Amortization | (1,110) | (1,205) |
Net Book Value | 471 | 507 |
Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 323 | 294 |
Accumulated Amortization | (125) | (164) |
Net Book Value | 198 | 130 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 86 | 91 |
Accumulated Amortization | (77) | (78) |
Net Book Value | $ 9 | $ 13 |
BASIS OF PRESENTATION - Amortiz
BASIS OF PRESENTATION - Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Net Book Value | $ 678 | $ 650 | |
2024 | 125 | ||
2025 | 111 | ||
2026 | 99 | ||
2027 | 88 | ||
2028 | 66 | ||
Later Years | 189 | ||
Amortization expense | $ 45 | $ 42 |
BASIS OF PRESENTATION - Other C
BASIS OF PRESENTATION - Other Current Asset (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable and allowance for doubtful accounts | ||
Prepaid expenses | $ 375 | $ 391 |
Contract assets | 194 | 208 |
California provider fee program receivables | 3,148 | 2,914 |
Receivables from other government programs | 240 | 282 |
Guarantees | 248 | 274 |
Non-patient receivables | 315 | 260 |
Other | 98 | 95 |
Total other current assets | 1,775 | 1,839 |
California's Provider Fee Program | ||
Accounts receivable and allowance for doubtful accounts | ||
California provider fee program receivables | $ 305 | $ 329 |
BASIS OF PRESENTATION - Investm
BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) hospital | Mar. 31, 2023 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Investee results reflected (percent) | 1 | |
Net operating revenues | $ 5,368 | $ 5,021 |
Net income | 2,334 | 296 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Schedule of Equity Method Investments [Line Items] | ||
Net operating revenues | 835 | 783 |
Net income | 216 | 185 |
Net income available to the investees | $ 123 | 107 |
Ambulatory Care | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of outpatient centers operated | hospital | 380 | |
Number of outpatient centers | hospital | 537 | |
Net operating revenues | $ 995 | $ 905 |
ACCOUNTS RECEIVABLE - Component
ACCOUNTS RECEIVABLE - Components (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 3,148 | $ 2,914 |
Continuing Operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Patient accounts receivable | 2,972 | 2,719 |
Estimated future recoveries | 140 | 148 |
Cost report settlements receivable, net of payables and valuation allowances | 36 | 47 |
Accounts receivable, net | $ 3,148 | $ 2,914 |
ACCOUNTS RECEIVABLE - Location
ACCOUNTS RECEIVABLE - Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Other current assets | $ 3,148 | $ 2,914 |
Liabilities: | ||
Other current liabilities | 1,335 | 1,408 |
California's Provider Fee Program | ||
Assets: | ||
Other current assets | 305 | 329 |
Investments and other assets | 373 | 334 |
Liabilities: | ||
Other current liabilities | 203 | 172 |
Other long-term liabilities | $ 82 | $ 135 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts receivable and allowance for doubtful accounts | ||
Estimated costs of caring | $ 160 | $ 147 |
Uninsured patients | ||
Accounts receivable and allowance for doubtful accounts | ||
Estimated costs of caring | 139 | 123 |
Charity care patients | ||
Accounts receivable and allowance for doubtful accounts | ||
Estimated costs of caring | $ 21 | $ 24 |
CONTRACT BALANCES - Hospital Op
CONTRACT BALANCES - Hospital Operations and Ambulatory Care Segments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Percentage of contract assets that meet the conditions for unconditional right to payment (percentage) | 87% | 87% | |
Contract Assets – Unbilled Revenue | |||
Balance at beginning of period | $ 208 | ||
Balance at end of period | 194 | ||
Hospital Operations | |||
Receivables | |||
Balance at beginning of period | 21 | $ 37 | |
Balance at end of period | 74 | 57 | |
Increase (decrease) | 53 | 20 | |
Contract Assets – Unbilled Revenue | |||
Balance at beginning of period | 208 | 200 | |
Balance at end of period | 194 | 202 | |
Increase (decrease) | (14) | 2 | |
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | |||
Balance at beginning of period | 59 | 110 | |
Balance at end of period | 67 | 76 | |
Contract Liabilities – Long-Term Deferred Revenue | |||
Balance at beginning of period | 12 | 13 | |
Balance at end of period | 13 | 13 | |
Hospital Operations | Short-term Contract with Customer | |||
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | |||
Increase (decrease) | 8 | (34) | |
Contract Liabilities – Long-Term Deferred Revenue | |||
Increase (decrease) | 8 | (34) | |
Hospital Operations | Long-term Contract with Customer | |||
Contract Liabilities – Current Deferred Revenue and Advances from Medicare | |||
Increase (decrease) | 1 | 0 | |
Contract Liabilities – Long-Term Deferred Revenue | |||
Increase (decrease) | $ 1 | $ 0 |
CONTRACT BALANCES - Narrative (
CONTRACT BALANCES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Amount of revenue recognized included in current deferred revenue liability | $ 52 | $ 64 |
CONTRACT BALANCES - Contract Co
CONTRACT BALANCES - Contract Costs (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Unamortized deferred contract setup costs | $ 21 | $ 22 |
DISPOSITION OF ASSETS AND LIA_3
DISPOSITION OF ASSETS AND LIABILITIES - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2024 USD ($) | Feb. 29, 2024 hospital | Jan. 31, 2024 hospital | Nov. 30, 2023 hospital | Mar. 31, 2024 USD ($) | |
SC Hospitals | Discontinued Operations, Held-for-sale | |||||
Current Assets and Liabilities Held for Sale | |||||
Number of hospitals for sale | hospital | 3 | ||||
SC Hospitals | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Current Assets and Liabilities Held for Sale | |||||
Gain on sale of properties | $ | $ 1,673 | ||||
OCLA CA Hospitals | Discontinued Operations, Held-for-sale | |||||
Current Assets and Liabilities Held for Sale | |||||
Number of hospitals for sale | hospital | 4 | ||||
Gain on sale of properties | $ | 529 | ||||
Central CA Hospitals | Discontinued Operations, Held-for-sale | |||||
Current Assets and Liabilities Held for Sale | |||||
Number of hospitals for sale | hospital | 2 | ||||
Gain on sale of properties | $ | $ 278 | ||||
Ambulatory Surgery Centers | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Current Assets and Liabilities Held for Sale | |||||
Number of hospitals for sale | hospital | 2 | ||||
Gain on sale of properties | $ | $ 23 |
DISPOSITION OF ASSETS AND LIA_4
DISPOSITION OF ASSETS AND LIABILITIES - Schedule of Assets and Liabilities Held for Sale (Details) - Discontinued Operations, Held-for-sale $ in Millions | Mar. 31, 2024 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Other current assets | $ 6 |
Other intangible assets | 16 |
Other current liabilities | (11) |
Net assets held for sale | $ 11 |
DISPOSITION OF ASSETS AND LIA_5
DISPOSITION OF ASSETS AND LIABILITIES - Schedule of Significant Components (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from continuing operations, before income taxes: | $ 2,516 | $ 52 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SC Hospitals | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from continuing operations, before income taxes: | 1,686 | 28 |
Gain on sale of properties | 1,673 | |
Discontinued Operations, Held-for-sale | OCLA CA Hospitals | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from continuing operations, before income taxes: | 541 | 14 |
Gain on sale of properties | 529 | |
Discontinued Operations, Held-for-sale | Central CA Hospitals | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from continuing operations, before income taxes: | 289 | $ 10 |
Gain on sale of properties | $ 278 |
IMPAIRMENT AND RESTRUCTURING _2
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment and restructuring charges, and acquisition-related costs | $ 27 | $ 21 |
Restructuring charges | 14 | 18 |
Acquisition costs | 12 | 2 |
Impairment charges | 1 | 1 |
Other restructuring costs | 4 | 3 |
Contract and lease termination costs | 3 | |
Transaction costs | 12 | 2 |
Legal Costs Related to the Sale of Certain Facilities | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 7 | 4 |
Global Business Center in the Republic of Philippines | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | $ 3 | 4 |
Employee Severance | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | $ 4 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Finance leases, mortgages and other notes | $ 324 | $ 361 |
Unamortized issue costs and note discounts | (107) | (121) |
Total long-term debt | 12,879 | 15,002 |
Less: Current portion | 107 | 120 |
Long-term debt, net of current portion | $ 12,772 | 14,882 |
Senior Notes | 6.125% due 2028 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 6.125% | |
Carrying amount | $ 2,500 | 2,500 |
Senior Notes | 6.875% due 2031 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 6.875% | |
Carrying amount | $ 362 | 362 |
Senior Notes | 4.875% due 2026 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 4.875% | |
Carrying amount | $ 0 | 2,100 |
Senior Notes | 5.125% due 2027 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 5.125% | |
Carrying amount | $ 1,500 | 1,500 |
Senior Notes | 4.625% due 2028 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 4.625% | |
Carrying amount | $ 600 | 600 |
Senior Notes | 4.250% due 2029 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 4.25% | |
Carrying amount | $ 1,400 | 1,400 |
Senior Notes | 4.375% due 2030 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 4.375% | |
Carrying amount | $ 1,450 | 1,450 |
Senior Notes | 6.125% due 2030 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 6.125% | |
Carrying amount | $ 2,000 | 2,000 |
Senior Notes | 6.750% due 2031 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 6.75% | |
Carrying amount | $ 1,350 | 1,350 |
Senior Notes | 6.250% due 2027 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 6.25% | |
Carrying amount | $ 1,500 | $ 1,500 |
LONG-TERM DEBT - Senior Unsecur
LONG-TERM DEBT - Senior Unsecured and Senior Secured Notes (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Loss from early extinguishment of debt | $ 8,000,000 | $ 0 |
Senior Notes | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Long term debt, face amount | 12,662,000,000 | |
Loss from early extinguishment of debt | $ 8,000,000 | |
Senior Notes | 4.875% due 2026 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 4.875% | |
Repurchased face amount | $ 2,100,000,000 | |
Senior Notes | Minimum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 4.25% | |
Senior Notes | Maximum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Stated interest rate, percentage | 6.875% |
LONG-TERM DEBT - Credit Agreeme
LONG-TERM DEBT - Credit Agreement (Narrative) (Details) - Credit Agreement - Credit Agreement | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Cash borrowings outstanding | $ 0 |
Standby letters of credit outstanding (less than) | 1,000,000 |
Amount available for borrowing under revolving credit facility | 1,500,000,000 |
Revolving Credit Facility | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Revolving credit facility, maximum borrowing capacity (up to) | $ 1,500,000,000 |
Revolving Credit Facility | Minimum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Unused commitment fee (percentage) | 0.25% |
Revolving Credit Facility | Maximum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Unused commitment fee (percentage) | 0.375% |
Revolving Credit Facility | Base rate | Minimum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate (percentage) | 0.25% |
Revolving Credit Facility | Base rate | Maximum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate (percentage) | 0.75% |
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% |
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate (percentage) | 1.25% |
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate (percentage) | 1.75% |
Letter of Credit | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Revolving credit facility, maximum borrowing capacity (up to) | $ 200,000,000 |
LONG-TERM DEBT - Letter of Cred
LONG-TERM DEBT - Letter of Credit Facility (Narrative) (Details) - Credit Agreement - Letter of Credit Facility - Letter of Credit | 1 Months Ended | |
Sep. 30, 2023 USD ($) day | Mar. 31, 2024 USD ($) | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Revolving credit facility, maximum borrowing capacity (up to) | $ 200,000,000 | |
Secured debt to EBITDA ratio | 3 | |
Interest rate on issued but undrawn letters of credit | 1.50% | |
Issuance fee, based on face amount (percentage) | 0.125% | |
Maximum secured debt covenant ratio | 4.25 | |
Standby letters of credit outstanding (less than) | $ 110,000,000 | |
Minimum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Unused commitment fee (percentage) | 0.25% | |
Maximum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Number of business days after notice, for reimbursement of amount drawn | day | 3 | |
Unused commitment fee (percentage) | 0.375% | |
Federal Funds Rate | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Margin on variable rate (percentage) | 0.50% |
GUARANTEES (Details)
GUARANTEES (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Income and Revenue Collection Guarantee | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | $ 316 |
Income and Revenue Collection Guarantee | Other current liabilities | |
GUARANTEES | |
Liability for the fair value of guarantees | 246 |
Guaranteed Investees of Third Parties | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | 86 |
Guaranteed Investees of Third Parties | Other current liabilities | |
GUARANTEES | |
Guarantee obligations for consolidated subsidiaries | $ 20 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation costs, pretax | $ 17 | $ 14 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate Intrinsic value of awards exercised | $ 8 | |
Exercised (in shares) | 94,560 | 0 |
Granted (in shares) | 0 | 0 |
EMPLOYEE BENEFIT PLANS - Stock
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Number of Options | ||
Outstanding at the beginning of the period (in shares) | 384,440 | |
Exercised (in shares) | (94,560) | 0 |
Outstanding at the end of the period (in shares) | 289,880 | |
Weighted Average Exercise Price Per Share | ||
Outstanding at the beginning of the period (in dollars per share) | $ 22.79 | |
Exercised (in dollars per share) | 18.99 | |
Outstanding at the end of the period (in dollars per share) | $ 24.02 | |
Aggregate Intrinsic Value | ||
Outstanding at the end of the period | $ 24 | |
Weighted Average Remaining Life | ||
Outstanding at the end of the period | 4 years 1 month 6 days |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Information about Outstanding Stock Options (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Options | |
Number of Options (in shares) | shares | 289,880 |
Weighted Average Remaining Contractual Life | 4 years 1 month 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 24.02 |
$18.99 to $20.609 | |
Number of Options | |
Number of Options (in shares) | shares | 161,285 |
Weighted Average Remaining Contractual Life | 3 years 6 months |
Weighted Average Exercise Price (in dollars per share) | $ 19.99 |
$18.99 to $20.609 | |
Number of Options | |
Number of Options (in shares) | shares | 128,595 |
Weighted Average Remaining Contractual Life | 4 years 9 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 29.07 |
Minimum | $18.99 to $20.609 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, low end of the range (in dollars per share) | 18.99 |
Minimum | $18.99 to $20.609 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, low end of the range (in dollars per share) | 20.61 |
Maximum | $18.99 to $20.609 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, high end of the range (in dollars per share) | 20.609 |
Maximum | $18.99 to $20.609 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price per share, high end of the range (in dollars per share) | $ 35.430 |
EMPLOYEE BENEFIT PLANS - Restri
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units | ||
Number of RSUs | ||
Unvested at the beginning of the period (in shares) | 1,421,063 | |
Granted (in shares) | 527,897 | |
Vested (in shares) | (642,865) | |
Forfeited (in shares) | (674) | |
Unvested at the end of the period (in shares) | 1,509,542 | |
Weighted Average Grant Date Fair Value Per RSU | ||
Unvested at the beginning of the period (in dollars per share) | $ 66.46 | |
Granted (in dollars per share) | 97.18 | |
Vested (in dollars per share) | 65.22 | |
Forfeited (in dollars per share) | 67.77 | |
Unvested at the end of the period (in dollars per share) | $ 79.84 | |
Other Disclosures | ||
Awards granted in the period (in shares) | 527,897 | |
Unrecognized compensation costs | $ 79 | |
Period for recognition of unrecognized compensation costs | 2 years 4 months 24 days | |
Performance Based Restricted Stock Unit | ||
Number of RSUs | ||
Granted (in shares) | 204,121 | |
Weighted Average Grant Date Fair Value Per RSU | ||
Granted (in dollars per share) | $ 66.42 | |
Other Disclosures | ||
Awards granted in the period (in shares) | 204,121 | |
Performance Based Restricted Stock Unit | Performance Based Vesting, 0 to 250% | ||
Number of RSUs | ||
Granted (in shares) | 275,156 | |
Other Disclosures | ||
Awards granted in the period (in shares) | 275,156 | |
Performance Based Restricted Stock Unit | Performance Based Vesting, 0 to 250% | Minimum | ||
Other Disclosures | ||
Vesting percentage | 0% | |
Performance Based Restricted Stock Unit | Performance Based Vesting, 0 to 250% | Minimum | Awards Granted In 2024 | ||
Other Disclosures | ||
Vesting percentage | 0% | |
Performance Based Restricted Stock Unit | Performance Based Vesting, 0 to 250% | Maximum | ||
Other Disclosures | ||
Vesting percentage | 250% | |
Performance Based Restricted Stock Unit | Performance Based Vesting, 0 to 250% | Maximum | Awards Granted In 2024 | ||
Other Disclosures | ||
Vesting percentage | 250% | |
Performance Based Restricted Stock Unit | Performance based vesting, 0 to 225% | Minimum | Awards Granted In 2023 | ||
Other Disclosures | ||
Vesting percentage | 0% | |
Performance Based Restricted Stock Unit | Performance based vesting, 0 to 225% | Maximum | Awards Granted In 2023 | ||
Other Disclosures | ||
Vesting percentage | 225% | |
Performance Based Restricted Stock Unit | Performance based vesting, 0 to 200% | Minimum | Awards Granted Before 2023 | ||
Other Disclosures | ||
Vesting percentage | 0% | |
Performance Based Restricted Stock Unit | Performance based vesting, 0 to 200% | Maximum | Awards Granted Before 2023 | ||
Other Disclosures | ||
Vesting percentage | 200% | |
Performance Based Restricted Stock Unit | Performance Based Vesting and Settled Immediately | ||
Number of RSUs | ||
Granted (in shares) | 204,121 | 185,901 |
Other Disclosures | ||
Awards granted in the period (in shares) | 204,121 | 185,901 |
Performance Based Restricted Stock Unit | Performance Based Vesting, Three Year Period, Zero to Two Hundred Percent | ||
Number of RSUs | ||
Granted (in shares) | 5,605 | |
Other Disclosures | ||
Awards granted in the period (in shares) | 5,605 | |
Performance Based Restricted Stock Unit | Performance Based Vesting, Three Year Period, Zero to Two Hundred Percent | Minimum | ||
Other Disclosures | ||
Vesting percentage | 0% | |
Performance Based Restricted Stock Unit | Performance Based Vesting, Three Year Period, Zero to Two Hundred Percent | Maximum | ||
Other Disclosures | ||
Vesting percentage | 150% | |
Performance Based Restricted Stock Unit | Performance Based Vesting, Three Year Period, Zero to Two Hundred Twenty-Five Percent | ||
Number of RSUs | ||
Granted (in shares) | 301,268 | |
Other Disclosures | ||
Awards granted in the period (in shares) | 301,268 | |
Performance Based Restricted Stock Unit | Performance Based Vesting, Three Year Period, Zero to Two Hundred Twenty-Five Percent | Minimum | ||
Other Disclosures | ||
Vesting percentage | 0% | |
Performance Based Restricted Stock Unit | Performance Based Vesting, Three Year Period, Zero to Two Hundred Twenty-Five Percent | Maximum | ||
Other Disclosures | ||
Vesting percentage | 225% | |
Time Based Restricted Stock Units | Vest Ratably Over Three Year Period from Grant Date | ||
Number of RSUs | ||
Granted (in shares) | 247,136 | 301,268 |
Other Disclosures | ||
Awards granted in the period (in shares) | 247,136 | 301,268 |
Vesting period | 3 years | 3 years |
Time Based Restricted Stock Units | Vest and Settled on Fifth Anniversary | ||
Number of RSUs | ||
Granted (in shares) | 42,626 | |
Other Disclosures | ||
Awards granted in the period (in shares) | 42,626 | |
Time Based Restricted Stock Units | Vest on December 31, 2023 | ||
Number of RSUs | ||
Granted (in shares) | 33,586 | |
Other Disclosures | ||
Awards granted in the period (in shares) | 33,586 |
EMPLOYEE BENEFIT PLANS - Sche_2
EMPLOYEE BENEFIT PLANS - Schedule of Significant Inputs used in Valuation of RSUs (Details) - Restricted Stock Units | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 34.90% | 53.60% |
Expected volatility, maximum | 52.10% | 65.60% |
Risk-free interest rate, minimum | 4.40% | 4.50% |
Risk-free interest rate, maximum | 4.90% | 4.80% |
EMPLOYEE BENEFIT PLANS - USPI M
EMPLOYEE BENEFIT PLANS - USPI Management Equity Plan (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units | ||
Number of RSUs | ||
Unvested at the beginning of the period (in shares) | 1,421,063 | |
Vested (in shares) | (642,865) | |
Forfeited (in shares) | (674) | |
Unvested at the end of the period (in shares) | 1,509,542 | |
Weighted Average Grant Date Fair Value Per RSU | ||
Unvested at the beginning of the period (in dollars per share) | $ 66.46 | |
Vested (in dollars per share) | 65.22 | |
Forfeited (in dollars per share) | 67.77 | |
Unvested at the end of the period (in dollars per share) | $ 79.84 | |
Awards granted in the period (in shares) | 527,897 | |
USPI Management Equity Plan | 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 | |
Number of RSUs | ||
Unvested at the beginning of the period (in shares) | 607,984 | |
Vested (in shares) | (605,987) | |
Forfeited (in shares) | (1,997) | |
Unvested at the end of the period (in shares) | 0 | |
Weighted Average Grant Date Fair Value Per RSU | ||
Unvested at the beginning of the period (in dollars per share) | $ 34.13 | |
Vested (in dollars per share) | 34.13 | |
Forfeited (in dollars per share) | 34.13 | |
Unvested at the end of the period (in dollars per share) | $ 34.13 | |
Awards granted in the period (in shares) | 0 | 0 |
USPI Management Equity Plan | Nonvoting Common Stock | ||
Weighted Average Grant Date Fair Value Per RSU | ||
Outstanding vested shares eligible to be sold (in shares) | 453,000 |
EQUITY - Changes in Shareholder
EQUITY - Changes in Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Changes in Shareholders' Equity | ||
Balances, beginning of period | $ 3,117 | $ 2,459 |
Net income | 2,233 | 217 |
Distributions paid to noncontrolling interests | (78) | (61) |
Other comprehensive income | 2 | 2 |
Purchases (sales) of businesses and noncontrolling interests, net | (28) | 19 |
Repurchases of common stock | (280) | (50) |
Stock-based compensation expense and issuance of common stock | (23) | (6) |
Balances, end of period | $ 4,943 | $ 2,580 |
Common Stock | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period (in shares) | 99,950 | 102,247 |
Balances, beginning of period | $ 8 | $ 8 |
Repurchases of common stock (in shares) | (2,811) | (906) |
Stock-based compensation expense and issuance of common stock (in shares) | 534 | 571 |
Balances, end of period (in shares) | 97,673 | 101,912 |
Balances, end of period | $ 8 | $ 8 |
Additional Paid-In Capital | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | 4,834 | 4,778 |
Purchases (sales) of businesses and noncontrolling interests, net | (5) | 2 |
Stock-based compensation expense and issuance of common stock | (23) | (6) |
Balances, end of period | 4,806 | 4,774 |
Accumulated Other Comprehensive Loss | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | (181) | (181) |
Other comprehensive income | 2 | 2 |
Balances, end of period | (179) | (179) |
Retained Earnings (Accumulated Deficit) | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | (192) | (803) |
Net income | 2,151 | 143 |
Balances, end of period | 1,959 | (660) |
Treasury Stock | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | (2,861) | (2,660) |
Repurchases of common stock | (280) | (50) |
Balances, end of period | (3,141) | (2,710) |
Noncontrolling Interests | ||
Changes in Shareholders' Equity | ||
Balances, beginning of period | 1,509 | 1,317 |
Net income | 82 | 74 |
Distributions paid to noncontrolling interests | (78) | (61) |
Purchases (sales) of businesses and noncontrolling interests, net | (23) | 17 |
Balances, end of period | $ 1,490 | $ 1,347 |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders equity balance | $ 4,943 | $ 2,580 | $ 3,117 | $ 2,459 | |
Net income | 2,233 | 217 | |||
Amount of common stock authorized to be repurchased | $ 1,000 | ||||
Noncontrolling Interests | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders equity balance | 1,490 | 1,347 | 1,509 | $ 1,317 | |
Net income | 82 | 74 | |||
Noncontrolling Interests | Hospital Operations | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders equity balance | 183 | 185 | |||
Net income | 9 | 5 | |||
Noncontrolling Interests | Ambulatory Care | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders equity balance | 1,307 | $ 1,324 | |||
Net income | $ 73 | $ 69 |
EQUITY - Share Repurchase Progr
EQUITY - Share Repurchase Programs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 1 Months Ended | |||||
Mar. 31, 2024 | Feb. 29, 2024 | Jan. 31, 2024 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Total Number of Shares Purchased (in shares) | 2,811 | 0 | 0 | 906 | 0 | 0 |
Average Price Paid per Share (in dollars per shares) | $ 98.86 | $ 0 | $ 0 | $ 55.03 | $ 0 | $ 0 |
Maximum Dollar Value of Shares That May Yet be Purchased Under the Program | $ 272 | $ 550 | $ 550 | $ 700 | $ 750 | $ 750 |
Publicly Announced Share Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Total Number of Shares Purchased (in shares) | 2,811 | 0 | 0 | 906 | 0 | 0 |
NET OPERATING REVENUES - Net Op
NET OPERATING REVENUES - Net Operating Revenue By Source (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 5,368 | $ 5,021 |
Ambulatory Care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 995 | 905 |
Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 5,368 | 5,021 |
Operating Segments | Hospital Operations | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 4,373 | 4,116 |
Operating Segments | Ambulatory Care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 995 | 905 |
Continuing Operations | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 5,368 | 5,021 |
Continuing Operations | Operating Segments | Hospital Operations | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 4,373 | 4,116 |
Continuing Operations | Operating Segments | Hospital Operations | Other Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 523 | 549 |
Continuing Operations | Operating Segments | Ambulatory Care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 995 | 905 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Medicare | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 610 | 613 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 411 | 280 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Managed care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 2,656 | 2,503 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Uninsured | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 19 | 31 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Indemnity and other | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 154 | 140 |
Continuing Operations | Acute Care Hospitals and Related Outpatient Facilities | Operating Segments | Hospital Operations | Total | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 3,850 | $ 3,567 |
NET OPERATING REVENUES - Net _2
NET OPERATING REVENUES - Net Operating Revenue Composition, Ambulatory and Conifer Segments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 5,368 | $ 5,021 |
Ambulatory Care | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 995 | 905 |
Ambulatory Care | Net patient service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 954 | 868 |
Ambulatory Care | Management fees | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | 33 | 30 |
Ambulatory Care | Revenue from other sources | ||
Disaggregation of Revenue [Line Items] | ||
Net operating revenues | $ 8 | $ 7 |
NET OPERATING REVENUES - Perfor
NET OPERATING REVENUES - Performance Obligations (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 5,854 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 513 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations | $ 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] | |
Performance obligations | $ 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] | |
Performance obligations | $ 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] | |
Performance obligations | $ 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] | |
Performance obligations | $ 2,608 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
INSURANCE - Insurance (Details)
INSURANCE - Insurance (Details) - USD ($) | 3 Months Ended | 24 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Insurance coverage | ||||
Insurance, annual coverage limit | $ 850,000,000 | |||
Insurance recoveries | $ 31,000,000 | |||
Net operating revenues | $ 5,368,000,000 | 5,021,000,000 | ||
Insurance Recoveries | ||||
Insurance coverage | ||||
Net operating revenues | 0 | 27,000,000 | ||
Other Operating Expense, Net | ||||
Insurance coverage | ||||
Malpractice expense | 70,000,000 | $ 91,000,000 | ||
Professional and General Liability Reserves | ||||
Insurance coverage | ||||
Self insurance reserve | $ 1,060,000,000 | 1,060,000,000 | $ 1,046,000,000 | |
Floods | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | 100,000,000 | |||
Earthquake | California | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | 200,000,000 | |||
Earthquake | Other Geographic Areas | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | 200,000,000 | |||
Windstorms | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | 200,000,000 | |||
Fire and other perils | ||||
Insurance coverage | ||||
Insurance, maximum coverage per incident | $ 850,000,000 | |||
California Earthquakes And Named Windstorms | ||||
Insurance coverage | ||||
Insurance deductible as a percent | 5% | |||
New Madrid Fault Earthquakes | ||||
Insurance coverage | ||||
Insurance deductible as a percent | 2% | |||
Insurance, maximum deductible per incident | $ 25,000,000 | |||
Other Catastrophic Events | ||||
Insurance coverage | ||||
Insurance, deductible | $ 5,000,000 |
CLAIMS AND LAWSUITS - Reconcili
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Loss Contingency Accrual [Roll Forward] | ||
Litigation and investigation costs | $ 4 | $ 4 |
Claims, Lawsuits, and Regulatory Proceedings | ||
Loss Contingency Accrual [Roll Forward] | ||
Litigation reserve, balance at beginning of period | 40 | 51 |
Litigation and investigation costs | 4 | 4 |
Cash Payments | (15) | (5) |
Other | (1) | 0 |
Litigation reserve, balance at end of period | $ 28 | $ 50 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balances at beginning of period | $ 2,391 | |
Net income | 101 | $ 79 |
Distributions paid to noncontrolling interests | (78) | (61) |
Balances at end of period | 2,728 | |
Redeemable Noncontrolling Interests | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balances at beginning of period | 2,391 | 2,149 |
Net income | 101 | 79 |
Distributions paid to noncontrolling interests | (84) | (73) |
Purchases and sales of businesses and noncontrolling interests, net | 320 | 70 |
Balances at end of period | $ 2,728 | $ 2,225 |
REDEEMABLE NONCONTROLLING INT_4
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | $ 2,728 | $ 2,391 | |
Net income available to redeemable noncontrolling interests | 101 | $ 79 | |
Hospital Operations | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | 879 | 860 | |
Net income available to redeemable noncontrolling interests | 21 | 22 | |
Ambulatory Care | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | 1,849 | $ 1,531 | |
Net income available to redeemable noncontrolling interests | $ 80 | $ 57 |
REDEEMABLE NONCONTROLLING INT_5
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Other current liabilities | $ 1,868 | $ 1,756 | |
Other long-term liabilities | 1,689 | 1,709 | |
United Surgical Partners International | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Other current liabilities | 135 | 135 | |
Other long-term liabilities | 31 | $ 63 | |
Baylor University Medical Center | United Surgical Partners International | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Share purchase agreement amount of payment | $ 406 | ||
Payment on execution of share purchase agreement | $ 11 | ||
Put Option | Baylor University Medical Center | United Surgical Partners International | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Ownership percentage | 5% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 750 | $ 84 |
Income before income taxes | 3,084 | 380 |
Change in valuation allowance for interest expense carryforwards | (185) | $ 19 |
Unrecognized tax benefits | 61 | |
Unrecognized tax benefits which, if recognized, would impact effective tax rate | 59 | |
Interest and penalties related to accrued liabilities for uncertain tax positions, recognized | 1 | |
Interest and penalties related to accrued liabilities for uncertain tax positions, recognized | $ 3 |
INCOME TAXES - Federal Tax Reco
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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% | $ 648 | $ 80 |
State income taxes, net of federal income tax benefit | 203 | 16 |
Tax benefit attributable to noncontrolling interests | (38) | (32) |
Nondeductible goodwill | 126 | 0 |
Stock-based compensation tax benefit | (5) | (2) |
Changes in valuation allowance | (185) | 19 |
Other items | 1 | 3 |
Income tax expense | $ 750 | $ 84 |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Income Available to Common Shareholders (Numerator) | ||
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share | $ 2,151 | $ 143 |
Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock | 0 | (3) |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share | $ 2,151 | $ 140 |
Weighted Average Shares (Denominator) | ||
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share (in shares) | 99,581 | 102,289 |
Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock (in shares) | 1,017 | 3,717 |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in shares) | 100,598 | 106,006 |
Per-Share Amount | ||
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share (in dollars per share) | $ 21.60 | $ 1.40 |
Effect of dilutive stock options, restricted stock units, deferred compensation units, convertible instruments and dividends on preferred stock (in dollars per share) | (0.22) | (0.08) |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share (in dollars per share) | $ 21.38 | $ 1.32 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Nonrecurring | ||
Fair value of assets and liabilities measured on recurring basis | ||
Long-lived assets held for sale | $ 22 | |
Long-lived assets held for sale | $ 775 | |
Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Long-lived assets held for sale | 0 | |
Long-lived assets held for sale | 0 | |
Nonrecurring | Significant Other Observable Inputs (Level 2) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Long-lived assets held for sale | 22 | |
Long-lived assets held for sale | 775 | |
Nonrecurring | Significant Unobservable Inputs (Level 3) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Long-lived assets held for sale | $ 0 | |
Long-lived assets held for sale | $ 0 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Estimated fair value of debt instrument as percentage of carrying value (percent) | 97.10% | 96.90% |
ACQUISITIONS - Preliminary Purc
ACQUISITIONS - Preliminary Purchase Price Allocations (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Final purchase price allocations | |||
Goodwill | $ 10,568 | $ 10,307 | |
Cash paid, net of cash acquired | (449) | $ (48) | |
Gains (losses) on consolidations | (4) | 13 | |
Series of Individual Business Acquisitions | |||
Final purchase price allocations | |||
Current assets | 65 | 6 | |
Property and equipment | 37 | 4 | |
Other intangible assets | 86 | 2 | |
Goodwill | 613 | 165 | |
Long-term operating lease assets | 93 | 0 | |
Other long-term assets | 1 | 4 | |
Previously held investments in unconsolidated affiliates | (4) | (37) | |
Current liabilities | (58) | (5) | |
Long-term operating lease liabilities | (83) | 0 | |
Other long-term liabilities | (11) | (8) | |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | (302) | (56) | |
Noncontrolling interests | (2) | (14) | |
Cash paid, net of cash acquired | $ (439) | $ (48) |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2023 USD ($) healthcare_facility | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||
Goodwill | $ 10,307 | $ 10,568 | |
Transaction costs related to prospective and closed acquisitions | 12 | $ 2 | |
Purchase price allocation adjustments | (11) | ||
SurgeCenter Development | |||
Business Acquisition [Line Items] | |||
Goodwill | 613 | $ 165 | |
NextCare Arizona I JV, LLC | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 55% | ||
Number of operational urgent care centers acquired | healthcare_facility | 41 | ||
Purchase price in escrow | $ 10 | ||
NextCare Arizona II JV, LLC | |||
Business Acquisition [Line Items] | |||
Number of operational urgent care centers acquired, noncontrolling interest | healthcare_facility | 15 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 surgery_center state hospital healthcare_facility | Dec. 31, 2023 segment | Dec. 31, 2022 segment | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | 3 | |
Hospital Operations | |||
Segment Reporting Information [Line Items] | |||
Number of hospitals operated by subsidiaries | 52 | ||
Number of states where operations occur | state | 9 | ||
Number of outpatient facilities operated | healthcare_facility | 151 | ||
Ambulatory Care | United Surgical Partners International | |||
Segment Reporting Information [Line Items] | |||
Number of states where operations occur | state | 38 | ||
Number of ambulatory surgery centers | 512 | ||
Number of ambulatory surgery centers consolidated | surgery_center | 372 | ||
Number of surgical hospitals operated by subsidiaries | 25 | ||
Number of surgical hospitals consolidated | 8 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 28,907 | $ 28,312 | |
Net operating revenues | 5,368 | $ 5,021 | |
Equity in earnings of unconsolidated affiliates: | 59 | 50 | |
Adjusted EBITDA: | |||
Adjusted EBITDA | 1,024 | 832 | |
Depreciation and amortization | (208) | (217) | |
Impairment and restructuring charges, and acquisition-related costs | (27) | (21) | |
Litigation and investigation costs | (4) | (4) | |
Interest expense | (218) | (221) | |
Loss from early extinguishment of debt | (8) | 0 | |
Other non-operating income (expense), net | 25 | (2) | |
Net gains on sales, consolidation and deconsolidation of facilities | 2,500 | 13 | |
Income before income taxes | 3,084 | 380 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures: | 240 | 235 | |
Net operating revenues | 5,368 | 5,021 | |
Equity in earnings of unconsolidated affiliates: | 59 | 50 | |
Adjusted EBITDA: | |||
Adjusted EBITDA | 1,024 | 832 | |
Depreciation and amortization | (208) | (217) | |
Hospital Operations | |||
Segment Reporting Information [Line Items] | |||
Assets | 17,095 | 17,268 | |
Hospital Operations | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures: | 222 | 217 | |
Net operating revenues | 4,373 | 4,116 | |
Equity in earnings of unconsolidated affiliates: | 3 | 3 | |
Adjusted EBITDA: | |||
Adjusted EBITDA | 630 | 492 | |
Depreciation and amortization | (177) | (190) | |
Ambulatory Care | |||
Segment Reporting Information [Line Items] | |||
Assets | 11,812 | $ 11,044 | |
Net operating revenues | 995 | 905 | |
Ambulatory Care | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures: | 18 | 18 | |
Net operating revenues | 995 | 905 | |
Equity in earnings of unconsolidated affiliates: | 56 | 47 | |
Adjusted EBITDA: | |||
Adjusted EBITDA | 394 | 340 | |
Depreciation and amortization | $ (31) | $ (27) |