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 September 30, 2024, our Hospital Operations segment was comprised of 49 acute care and specialty hospitals, a network of employed physicians and 142 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 520 ambulatory surgery centers and 24 surgical hospitals at September 30, 2024. USPI held noncontrolling interests in 161 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 USPI subsidiary. 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 and nine‑month periods ended September 30, 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 $4.094 billion and $1.228 billion at September 30, 2024 and December 31, 2023, respectively. At September 30, 2024 and December 31, 2023, our book overdrafts were $185 million and $187 million, respectively, which were classified as accounts payable. Also at September 30, 2024 and December 31, 2023, $110 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. In addition, at September 30, 2024 and December 31, 2023, we had $73 million and $154 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $55 million and $141 million, respectively, were included in accounts payable. During the nine months ended September 30, 2024 and 2023, we recorded right‑of‑use assets related to non‑cancellable finance leases of $51 million and $42 million, respectively, and related to non‑cancellable operating leases of $187 million and $116 million, respectively. Goodwill The following tables provide information on changes in the carrying amount of goodwill for each of our segments: Nine Months Ended 2024 2023 Hospital Operations: Goodwill at beginning of period, net of accumulated impairment losses $ 3,119 $ 3,411 Goodwill acquired during the year, net of purchase price allocation adjustments 42 — Goodwill related to assets held for sale and disposed (464) (30) Goodwill at end of period, net of accumulated impairment losses $ 2,697 $ 3,381 Nine Months Ended 2024 2023 Ambulatory Care: Goodwill at beginning of period $ 7,188 $ 6,712 Goodwill acquired during the year, net of purchase price allocation adjustments 824 326 Goodwill related to assets held for sale and disposed or deconsolidated facilities (121) (4) Goodwill at end of period $ 7,891 $ 7,034 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 September 30, 2024: Other intangible assets with finite useful lives: Capitalized software costs $ 1,505 $ (1,112) $ 393 Contracts 313 (131) 182 Other 105 (79) 26 Other intangible assets with finite lives 1,923 (1,322) 601 Other intangible assets with indefinite useful lives: Trade names 105 — 105 Contracts 663 — 663 Other 4 — 4 Other intangible assets with indefinite lives 772 — 772 Other intangible assets, net $ 2,695 $ (1,322) $ 1,373 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 September 30, 2024 was as follows: Three Years Ending Later Years December 31, Total 2024 2025 2026 2027 2028 Amortization of intangible assets $ 601 $ 59 $ 111 $ 98 $ 88 $ 67 $ 178 We recognized amortization expense of $136 million and $128 million in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024 and 2023, respectively. Other Current Assets and Other Current Liabilities The principal components of other current assets in the accompanying Condensed Consolidated Balance Sheets were as follows: September 30, 2024 December 31, 2023 Prepaid expenses $ 357 $ 391 Contract assets 185 208 California provider fee program receivables 293 329 Receivables from other government programs 235 282 Guarantees 227 274 Non-patient receivables 278 260 Other 116 95 Total other current assets $ 1,691 $ 1,839 At September 30, 2024, other current liabilities in the accompanying Condensed Consolidated Balance Sheet included $182 million of advances received from managed care payers designed to assist healthcare providers experiencing cash flow disruptions as a result of the February 2024 cyberattack on Change Healthcare, a clearinghouse for medical claims. There were no advances from managed care payers at December 31, 2023. Investments in Unconsolidated Affiliates As of September 30, 2024, we controlled 383 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 (161 of 544 at September 30, 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 Nine Months Ended 2024 2023 2024 2023 Net operating revenues $ 845 $ 818 $ 2,573 $ 2,431 Net income $ 212 $ 198 $ 677 $ 586 Net income available to the investees $ 112 $ 114 $ 388 $ 342 |