Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 29, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | TENET HEALTHCARE CORP | |
Entity Central Index Key | 70,318 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 99,669,208 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 450 | $ 193 |
Accounts receivable, less allowance for doubtful accounts ($913 at September 30, 2015 and $852 at December 31, 2014) | 2,525 | 2,404 |
Inventories of supplies, at cost | 275 | 276 |
Income tax receivable | 33 | 2 |
Current portion of deferred income taxes | 625 | 747 |
Assets held for sale | 1,186 | 2 |
Other current assets | 1,202 | 1,093 |
Total current assets | 6,296 | 4,717 |
Investments and other assets | 1,029 | 384 |
Deferred income taxes, net of current portion | 82 | 116 |
Property and equipment, at cost, less accumulated depreciation and amortization ($4,145 at September 30, 2015 and $4,478 at December 31, 2014 | 7,330 | 7,733 |
Goodwill | 6,606 | 3,913 |
Other intangible assets, at cost, less accumulated amortization ($699 at September 30, 2015 and $671 at December 31, 2014) | 1,830 | 1,278 |
Total assets | 23,173 | 18,141 |
Current liabilities: | ||
Current portion of long-term debt | 112 | 112 |
Accounts payable | 1,206 | 1,179 |
Accrued compensation and benefits | 821 | 852 |
Professional and general liability reserves | 185 | 189 |
Accrued interest payable | 307 | 194 |
Liabilities held for sale | 226 | |
Other current liabilities | 1,236 | 1,051 |
Total current liabilities | 4,093 | 3,577 |
Long-term debt, net of current portion | 14,642 | 11,695 |
Professional and general liability reserves | 566 | 492 |
Defined benefit plan obligations | 621 | 633 |
Other long-term liabilities | 551 | 558 |
Total liabilities | $ 20,473 | $ 16,955 |
Commitments and contingencies | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | $ 1,682 | $ 401 |
Shareholders' equity: | ||
Common stock, $0.05 par value; authorized 262,500,000 shares; 146,774,768 shares issued at September 30, 2015 and 145,578,735 shares issued at December 31, 2014 | 7 | 7 |
Additional paid-in capital | 4,798 | 4,614 |
Accumulated other comprehensive loss | (173) | (182) |
Accumulated deficit | (1,453) | (1,410) |
Common stock in treasury, at cost, 47,182,492 shares at September 30, 2015 and 47,196,902 shares at December 31, 2014 | (2,377) | (2,378) |
Total shareholders' equity | 802 | 651 |
Noncontrolling interests | 216 | 134 |
Total equity | 1,018 | 785 |
Total liabilities and equity | $ 23,173 | $ 18,141 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 913 | $ 852 |
Property and equipment, accumulated depreciation and amortization (in dollars) | 4,145 | 4,478 |
Other intangible assets, accumulated amortization (in dollars) | $ 699 | $ 671 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, authorized shares | 262,500,000 | 262,500,000 |
Common stock, shares issued | 146,774,768 | 145,578,735 |
Common stock in treasury, shares | 47,182,492 | 47,196,902 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net operating revenues: | ||||
Net operating revenues before provision for doubtful accounts | $ 5,063 | $ 4,424 | $ 14,694 | $ 13,087 |
Less: Provision for doubtful accounts | 371 | 249 | 1,086 | 949 |
Net operating revenues | 4,692 | 4,175 | 13,608 | 12,138 |
Equity in earnings of unconsolidated affiliates | 28 | 4 | 48 | 9 |
Operating expenses: | ||||
Salaries, wages and benefits | 2,258 | 2,028 | 6,568 | 5,905 |
Supplies | 752 | 665 | 2,146 | 1,942 |
Other operating expenses, net | 1,151 | 1,032 | 3,325 | 3,066 |
Electronic health record incentives | (7) | (5) | (46) | (72) |
Depreciation and amortization | 185 | 207 | 589 | 609 |
Impairment and restructuring charges, and acquisition-related costs | 44 | 37 | 266 | 90 |
Litigation and investigation costs | 50 | 4 | 67 | 19 |
Operating income | 287 | 211 | 741 | 588 |
Interest expense | (248) | (186) | (664) | (558) |
Loss from early extinguishment of debt | (24) | (24) | ||
Investment earnings | 1 | |||
Net income from continuing operations, before income taxes | 40 | 1 | 77 | 6 |
Income tax benefit (expense) | (11) | 18 | 11 | |
Net income from continuing operations, before discontinued operations | 29 | 19 | 77 | 17 |
Discontinued operations: | ||||
Loss from operations | (1) | (2) | (4) | (17) |
Litigation and investigation costs | 3 | (18) | ||
Income tax benefit | 1 | 13 | ||
Net loss from discontinued operations | (1) | (1) | (1) | (22) |
Net income (loss) | 28 | 18 | 76 | (5) |
Less: Net income attributable to noncontrolling interests | 57 | 9 | 119 | 44 |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | (29) | 9 | (43) | (49) |
Amounts available (attributable) to Tenet Healthcare Corporation common shareholders | ||||
Net income (loss) from continuing operations, net of tax | (28) | 10 | (42) | (27) |
Net loss from discontinued operations, net of tax | (1) | (1) | (1) | (22) |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ (29) | $ 9 | $ (43) | $ (49) |
Basic | ||||
Continuing operations (in dollars per share) | $ (0.28) | $ 0.10 | $ (0.42) | $ (0.27) |
Discontinued operations (in dollars per share) | (0.01) | (0.01) | (0.01) | (0.23) |
Total loss per share, Basic (in dollars per share) | (0.29) | 0.09 | (0.43) | (0.50) |
Diluted | ||||
Continuing operations (in dollars per share) | (0.28) | 0.10 | (0.42) | (0.27) |
Discontinued operations (in dollars per share) | (0.01) | (0.01) | (0.01) | (0.23) |
Total loss per share, Diluted (in dollars per share) | $ (0.29) | $ 0.09 | $ (0.43) | $ (0.50) |
Weighted average shares and dilutive securities outstanding (in thousands): | ||||
Basic (in shares) | 99,537 | 98,036 | 99,160 | 97,625 |
Diluted (in shares) | 99,537 | 100,926 | 99,160 | 97,625 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Net income (loss) | $ 28 | $ 18 | $ 76 | $ (5) |
Other comprehensive income: | ||||
Amortization of prior-year service costs included in net periodic benefit costs | 3 | 1 | 8 | 4 |
Unrealized gains (losses) on securities held as available-for-sale | (2) | (1) | (1) | 2 |
Foreign currency translation adjustments | 3 | 3 | ||
Other comprehensive income before income taxes | 4 | 10 | 6 | |
Income tax expense related to items of other comprehensive income | (1) | (2) | ||
Total other comprehensive income, net of tax | 4 | 9 | 4 | |
Comprehensive net income (loss) | 32 | 18 | 85 | (1) |
Less: Comprehensive income attributable to noncontrolling interests | 57 | 9 | 119 | 44 |
Comprehensive net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ (25) | $ 9 | $ (34) | $ (45) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Net income (loss) | $ 76 | $ (5) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 589 | 609 |
Provision for doubtful accounts | 1,086 | 949 |
Deferred income tax benefit | (10) | (22) |
Stock-based compensation expense | 50 | 41 |
Impairment and restructuring charges, and acquisition-related costs | 266 | 90 |
Litigation and investigation costs | 67 | 19 |
Loss from early extinguishment of debt | 24 | |
Amortization of debt discount and debt issuance costs | 32 | 21 |
Pre-tax loss from discontinued operations | 1 | 35 |
Other items, net | (26) | (16) |
Changes in cash from operating assets and liabilities: | ||
Accounts receivable | (1,124) | (1,309) |
Inventories and other current assets | (62) | 12 |
Income taxes | (5) | (7) |
Accounts payable, accrued expenses and other current liabilities | 39 | 120 |
Other long-term liabilities | 31 | 38 |
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (157) | (115) |
Net cash used in operating activities from discontinued operations, excluding income taxes | (18) | (16) |
Net cash provided by operating activities | 835 | 468 |
Cash flows from investing activities: | ||
Purchases of property and equipment - continuing operations | (566) | (734) |
Purchases of businesses or joint venture interests, net of cash acquired | (720) | (185) |
Proceeds from sales of facilities and other assets | 28 | 4 |
Proceeds from sales of marketable securities, long-term investments and other assets | 18 | 8 |
Purchases of equity investments | (18) | (6) |
Other long-term assets | (6) | (4) |
Other items, net | (8) | 3 |
Net cash used in investing activities | (1,272) | (914) |
Cash flows from financing activities: | ||
Repayments of borrowings under credit facility | (1,880) | (1,965) |
Proceeds from borrowings under credit facility | 1,770 | 1,560 |
Repayments of other borrowings | (2,011) | (655) |
Proceeds from other borrowings | 3,208 | 1,608 |
Debt issuance costs | (76) | (26) |
Distributions paid to noncontrolling interests | (65) | (30) |
Contributions from noncontrolling interests | 3 | 15 |
Purchase of noncontrolling interest | (254) | |
Proceeds from exercise of stock options | 15 | 23 |
Other items, net | (16) | 3 |
Net cash provided by financing activities | 694 | 533 |
Net increase in cash and cash equivalents | 257 | 87 |
Cash and cash equivalents at beginning of period | 193 | 113 |
Cash and cash equivalents at end of period | 450 | 200 |
Supplemental disclosures: | ||
Interest paid, net of capitalized interest | (519) | (487) |
Income tax refunds (payments), net | $ (6) | $ (5) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1. 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. At September 30, 2015 , we operated 83 hospitals ( one of which is temporarily closed for repairs), 19 short-stay surgical hospitals, over 4 25 outpatient centers and nine facilities in the United Kingdom through our subsidiaries, partnership s and joint ventures, including USPI Holding Company, Inc. (“USPI joint venture”). The results of 164 of these facilities, in which we hold noncontrolling interests, are recorded using the equity method of accounting. Our Conifer Holdings, Inc. (“Conifer”) subsidiary provides healthcare business process services in the areas of revenue cycle management and technology-enabled performance improvement and health management solutions to hospitals, health systems, integrated delivery networks, self-insured organizations and health plans. Effective June 16, 2015, we completed the transaction that combined our interests in 49 freestanding ambulatory surgery centers and 20 freestanding imaging centers with all of the short-stay surgery center assets held by United Surgical Partners International, Inc. (“USPI”) into our new USPI joint venture. We also refinanced approximately $1.5 billion of existing USPI debt and paid approximately $424 million to align the respective valuations of the assets contributed to the joint venture. We currently own 50.1% of the USPI joint venture. In addition, we completed the acquisition of European Surgical Partners Ltd. (“Aspen”) for approximately $226 million on June 16, 2015. Aspen has nine private hospitals and clinics in the United Kingdom. This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2014 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all financial and statistical data included in these notes to our Condensed Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per-share amounts). Certain prior-year amounts have been adjusted to conform to the current-year presentation, primarily due to the USPI joint venture, acquisition of Aspen and the formation of our new Ambulatory Care separate reportable business segment. Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), we are required to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. Financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: 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; changes in Medicare and Medicaid regulations; Medicaid and other supplemental funding levels set by the states in which we operate; the timing of approval by the Centers for Medicare and Medicaid Services of Medicaid provider fee revenue programs; trends in patient accounts receivable collectability and associated provisions for doubtful accounts; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; the number of covered lives managed by our health plans and the plans’ ability to effectively manage medical costs; the timing of when we meet the criteria to recognize electronic health record incentives; impairment of long-lived assets and goodwill; restructuring charges; acquisition-related costs; losses, costs and insurance recoveries related to natural disasters; litigation and investigation costs; acquisitions and dispositions of facilities and other assets; 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 or losses from early extinguishment of debt; and changes in occupancy levels and patient volumes. Factors that affect patient volumes and, thereby, the results of operations at our hospitals and related healthcare facilities include, but are not limited to: the business environment, economic conditions and demographics of local communities in which we operate; the number of uninsured and underinsured individuals in local communities treated at our hospitals; seasonal cycles of illness; climate and weather conditions; physician recruitment, retention and attrition; advances in technology and treatments that reduce length of stay; local healthcare competitors; managed care contract negotiations or terminations; the number of patients with high-deductible health insurance plans; any unfavorable publicity about us, which impacts our relationships with physicians and patients; changes in healthcare regulations and the participation of individual states in federal programs; and the timing of elective procedures. These considerations apply to year-to-year comparisons as well. Translation of Foreign Currencies The accounts of Aspen were measured in its local currency (the pound sterling) and then translated into U.S. dollars. All assets and liabilities were translated using the current rate of exchange at the balance sheet date. Results of operations were translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. Net Operating Revenues Before Provision for Doubtful Accounts We recognize net operating revenues before provision for doubtful accounts in the period in which our services are performed. Net operating revenues before provision for doubtful accounts primarily consist of net patient service revenues that are recorded based on established billing rates (i.e., gross charges), less estimated discounts for contractual and other allowances, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients (“Compact”) and other uninsured discount and charity programs . The table below shows the sources of net operating revenues before provision for doubtful accounts from continuing operations: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 General Hospitals: Medicare $ $ $ $ Medicaid Managed care Indemnity, self-pay and other Acute care hospitals — other revenue Other: Other operations Net operating revenues before provision for doubtful accounts $ $ $ $ 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 approximately $450 million and $193 million at September 30, 2015 and December 31, 2014 , respectively. At September 30, 2015 and December 31, 2014 , our book overdrafts were approximately $254 million and $264 million, respectively, which were classified as accounts payable. At September 30, 2015 and December 31, 2014 , approximately $206 million and $157 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our captive insurance subsidiaries and our health plans . Also at September 30, 2015 and December 31, 2014 , we had $101 million and $150 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $60 million and $112 million, respectively, were included in accounts payable. During the nine months ended September 30, 2015 and 2014 , we entered into non-cancellable capital leases excluding those of acquired businesses of approximately $113 million and $112 million, respectively, primarily for buildings and equipment. Other Intangible Assets The following tables provide information regarding other intangible assets, which are included in the accompanying Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014: Gross Carrying Accumulated Net Book Amount Amortization Value At September 30, 2015: Capitalized software costs $ $ $ Long-term debt issuance costs Trade names — Contracts Other Total $ $ $ Gross Carrying Accumulated Net Book Amount Amortization Value At December 31, 2014: Capitalized software costs $ $ $ Long-term debt issuance costs Trade names — Contracts Other Total $ $ $ Estimated future amortization of intangibles with finite useful lives at September 30, 2015 was as follows: Years Ending December 31, Later Total 2015 2016 2017 2018 2019 Years Amortization of intangible assets $ $ $ $ $ $ $ Investments in Unconsolidated Affiliates We control 143 of the facilities operated by our Ambulatory Care segment and , therefore , consolidate their results ( 141 are consolidated within our Ambulatory Care segment and two are consolidated within our Hospital Operations and other segment) . However, we account for a majority of the facilities our Ambulatory Care segment operates ( 157 of 300 at September 30, 2015) under the equity method as investments in unc onsolidated affiliates and report only our share of net income attributable to the investee as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations. Summarized financial information for our most significant equity method investee is included in the following table . Amounts reflect 100% of the investee’s results beginning on June 16, 2015 (the date of our acquisition of the investment) . Three Months Ended Nine Months Ended September 30, September 30, 2015 2015 Net operating revenues $ $ Net income $ $ Net income attributable to the investee $ $ |
ACCOUNTS RECEIVABLE AND ALLOWAN
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | 9 Months Ended |
Sep. 30, 2015 | |
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | |
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | NOTE 2. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS The principal components of accounts receivable are shown in the table below: September 30, December 31, 2015 2014 Continuing operations: Patient accounts receivable $ $ Allowance for doubtful accounts Estimated future recoveries from accounts assigned to our Conifer subsidiary Net cost reports and settlements payable and valuation allowances Discontinued operations Accounts receivable, net $ $ At September 30, 2015 and December 31, 2014 , our allowance for doubtful accounts was 27.2% and 26.8% , respectively, of our patient accounts receivable. Accounts that are pursued for collection through Conifer’s regional business offices are maintained on our hospitals’ books and reflected in patient accounts receivable with an allowance for doubtful accounts established to reduce the carrying value of such receivables to their estimated net realizable value. Generally, we estimate this allowance based on the aging of our accounts receivable by hospital, our historical collection experience by hospital and for each type of payer, and other relevant factors. At September 30, 2015 and December 31, 2014 , our allowance for doubtful accounts for self-pay was 80.6% and 78.0% , respectively, of our self-pay patient accounts receivable, including co-pays and deductibles owed by patients with insurance. At September 30, 2015 and December 31, 2014 , our allowance for doubtful accounts for managed care was 6.4% and 6.5% , respectively, of our managed care patient accounts receivable. We also provide charity care to patients who are financially unable to pay for the healthcare services they receive. Most patients who qualify for charity care are charged a per-diem amount for services received, subject to a cap. Except for the per-diem amounts, our policy is not to pursue collection of amounts determined to qualify as charity care; therefore, we do not report these amounts in net operating revenues. Most states include an estimate of the cost of charity care in the determination of a hospital’s eligibility for Medicaid disproportionate share hospital (“DSH”) payments. These payments are intended to mitigate our cost of uncompensated care, as well as reduced Medicaid funding levels. The table below shows our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our self-pay patients and charity care patients, as well as revenues attributable to DSH and other supplemental revenues we recognized in the three and nine months ended September 30, 2015 and 2014 . Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Estimated costs for: Self-pay patients $ $ $ $ Charity care patients $ $ $ $ DSH and other supplemental revenues $ $ $ $ At September 30, 2015 and December 31, 2014 , we had approximately $352 million and $399 million, respectively, of receivables recorded in other current assets and approximately $131 million and $212 million, respectively, of payables recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheets related to California’s provider fee program. |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 9 Months Ended |
Sep. 30, 2015 | |
ASSETS AND LIABILITIES HELD FOR SALE | |
ASSETS AND LIABILITIES HELD FOR SALE | NOTE 3. ASSETS AND LIABILITIES HELD FOR SALE In the three months ended June 30, 2015, we entered into a definitive agreement for the sale of the assets of our Saint Louis University Hospital (“SLUH”) to Saint Louis University. In accordance with the guidance in the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment,” we classified SLUH’s assets as “assets held for sale” in current assets and SLUH’s liabilities as “liabilities held for sale” in current liabilities in our Condensed Consolidated Balance Sheet at June 30, 2015. These assets and liabilities were recorded at the lower of their carrying amount or their fair value less estimated costs to sell. As a result of this anticipated transaction, we recorded an impairment charge of $147 million for the write-down of assets held for sale to their estimated fair value, less estimated costs to sell, in the three months ended June 30, 2015. We completed the sale of SLUH on August 31, 2015 at a transaction price of approximately $32 million, excluding working capital and subject to customary purchase price adjustments. Because we did not sell SLUH’s accounts receivable related to the pre-closing period, net receivables of approximately $51 million are included in accounts receivable, less allowance for doubtful accounts, in the accompanying Condensed Consolidated Balance Sheet at September 30, 2015. Our hospitals, physician practices and related assets in Georgia and North Carolina also met the criteria to be classified as assets held for sale in the three months ended June 30, 2015. In accordance with the guidance in ASC 360, w e have classified $554 million and $274 million of our assets in Georgia and North Carolina, respectively, as “assets held for sale” in current assets and $103 million and $83 million of our liabilities in Georgia and North Carolina, respectively, as “liabilities held for sale” in current liabilities in the accompanying Condensed Consolidated Balance Sheet at September 30, 2015 . These assets and liabilities were recorded at the lower of their carrying amount or their fair value less estimated costs to sell. There were no impairment charges recorded as a result of these anticipated transactions. These t ransactions are subject to the execution of definitive asset sales agreements and customary closing conditions, including regulatory approvals. During the three months ended March 31, 2015, we entered into a definitive agreement to form a joint venture with Baylor Scott & White Health involving the ownership and operation of Centennial Medical Center, Doctors Hospital at White Rock Lake, Lake Pointe Medical Center and Texas Regional Medical Center at Sunnyvale (collectively, “our North Texas hospitals”) – which are currently operated by certain of our subsidiaries – and Baylor Medical Center at Garland – which is currently owned and operated by Baylor Scott & White Health, which will hold a majority ownership interest in the joint venture. In accordance with the guidance in ASC 360, w e have classified $358 million of assets of our North Texas hospitals as “assets held for sale” in current assets and $40 million of liabilities of our North Texas hospitals as “liabilities held for sale” in current liabilities in the accompanying Condensed Consolidated Balance Sheet at September 30, 2015 . These assets and liabilities were recorded at the lower of their carrying amount or their fair value less estimated costs to sell. There were no impairment charges recorded as a result of this anticipated transaction, which is subject to customary closing conditions. Assets and liabilities classified as held for sale at September 30, 2015 , all of which were in the Hospital Operations and other segment, were comprised of the following: Accounts receivable $ Other current assets Property and equipment Goodwill Other long-term assets Current liabilities Long-term liabilities Net assets held for sale $ |
IMPAIRMENT AND RESTRUCTURING CH
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | 9 Months Ended |
Sep. 30, 2015 | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | NOTE 4. IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS During the nine months ended September 30, 2015 , we recorded impairment and restructuring charges and acquisition-related costs of $266 million, consisting of a $147 million charge to write-down assets held for sale to their estimated fair value, less estimated costs to sell, as a result of us entering into a definitive agreement for the sale of SLUH during the three months ended June 30, 2015, as further described in Note 3, $ 16 million of employee severance costs, $5 million of restructuring costs, $15 million of contract and lease termination fees, and $83 million in acquisition-related costs, which include $48 million of transaction costs and $35 million of acquisition integration charges. During the nine months ended September 30, 2014 , we recorded impairment and restructuring charges and acquisition-related costs of $90 million, consisting of $14 million of employee severance costs, $6 million of contract and lease termination fees, $19 million of restructuring costs, and $51 million in acquisition-related costs, which include $7 million of transaction costs and $44 million of acquisition integration charges. 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 the facility’s most recent projections. If these projections are not met, or if in the future negative trends occur that impact our future outlook, impairments of long-lived assets and goodwill may occur, and we may incur additional restructuring charges, which could be material. At September 30, 2015 , our continuing operations consisted of t hree reportable segments, Hospital Operations and other, Conifer and Ambulatory Care. Within our Hospital Operations and other segment, our regions and markets are reporting units used to perform our goodwill impairment analysis and are one level below our reportable business segment level. Our Ambulatory Care segment consists of the operations of our USPI joint venture and our Aspen facilities. During the three months ended June 30, 2015, within our Hospital Operations and other segment , we combined our Central region with our Resolute Health, San Antonio and South Texas markets to create our new Texas region, and we moved our hospitals and other operations in Tennessee from our Texas region to our Southern region. Our Hospital Operations and other segment was structured as follows at September 30, 2015: · Our Texas region included all of our hospitals and other operations in Missouri, New Mexico and Texas; · Our Florida region included all of our hospitals and other operations in Florida; · Our Northeast region included all of our hospitals and other operations in Illinois, Massachusetts and Pennsylvania; · Our Southern region included all of our hospitals and other operations in Alabama, Georgia, North Carolina, South Carolina and Tennessee; · Our Western region included all of our hospitals and other operations in Arizona and California; and · Our Detroit market included all of our hospitals and other operations in the Detroit, Michigan area. We periodically incur costs to implement restructuring efforts for specific operations, which are recorded in our statement of operations as they are incurred. Our restructuring plans focus on various aspects of operations, including aligning our operations in the most strategic and cost-effective structure. Certain restructuring and acquisition-related costs are based on estimates. Changes in estimates are recognized as they occur. |
SHORT-TERM BORROWINGS AND LONG-
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS | 9 Months Ended |
Sep. 30, 2015 | |
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS | |
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS | NOTE 5. SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS Interim Loan Agreement During the three months ended March 31, 2015, we entered into a new interim loan agreement (the “Interim Loan Agreement”) providing for a 364 -day secured term loan facility in the aggregate principal amount of $400 million. On June 16, 2015, we repaid the $400 million aggregate principal amount of the term loan (plus accrued interest of $1 million) outstanding under the Interim Loan Agreement as of that day. We had used the proceeds of the term loan (i) to repay outstanding obligations under our Credit Agreement (defined below), and (ii) to pay certain costs, fees and expenses incurred in connection with entering into the Interim Loan Agreement. Amounts borrowed under the Interim Loan Agreement and repaid or prepaid may not be reborrowed. As a result, the Interim Loan Agreement was terminated as of June 16, 2015. Long-Term Debt and Lease Obligations The table below shows our long-term debt at September 30, 2015 and December 31, 2014 : September 30, December 31, 2015 2014 Senior notes: 5%, due 2019 $ $ 5 1 / 2 %, due 2019 6 3 / 4 %, due 2020 8%, due 2020 8 1 / 8 %, due 2022 6 3 / 4 %, due 2023 — 6 7 / 8 %, due 2031 Senior secured notes: 6 1 / 4 %, due 2018 4 3 / 4 %, due 2020 6%, due 2020 Floating % due 2020 — 4 1 / 2 %, due 2021 4 3 / 8 %, due 2021 Credit facility due 2016 Capital leases and mortgage notes Unamortized note discounts and premium Total long-term debt Less current portion Long-term debt, net of current portion $ $ Credit Agreement We have a senior secured revolving credit facility (as amended, “Credit Agreement”) that provides, subject to borrowing availability, for revolving loans in an aggregate principal amount of up to $1 billion, with a $300 million subfacility for standby letters of credit. The Credit Agreement, which has a scheduled maturity date of November 29, 2016, is collateralized by patient accounts receivable of all of our wholly owned acute care and specialty hospitals. In addition, borrowings under the Credit Agreement are guaranteed by our wholly owned domestic hospital subsidiaries. Outstanding revolving loans accrue interest at a base rate plus a margin ranging from 1.00% to 1.50% or the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 2.00% to 2.50% per annum based on available credit. An unused commitment fee payable on the undrawn portion of the revolving loans ranges from 0.375% to 0.500% per annum based on available credit. Our borrowing availability is based on a specified percentage of eligible accounts receivable, including self-pay accounts. At September 30, 2015 , we had $110 million of cash borrowings outstanding under the Credit Agreement subject to an interest rate of 2.16% , and we had approximately $5 million of standby letters of credit outstanding. Based on our eligible receivables, approximately $885 million was available for borrowing under the Credit Agreement at September 30, 2015 . Letter of Credit Facility On March 7, 2014, we entered into a letter of credit facility agreement (“LC Facility”) that provides for the issuance of standby and documentary letters of credit (including certain letters of credit originally issued under our Credit Agreement, which we transferred to the LC Facility (the “Existing Letters of Credit” ) ), from time to time, in an aggregate principal amount of up to $180 million (subject to increase to up to $200 million). The LC Facility has a scheduled maturity date of March 7, 2017, and obligations thereunder are guaranteed by and secured by a first priority pledge of the capital stock and other ownership interests of certain of our domestic hospital subsidiaries on an equal ranking basis with our existing senior secured notes. Drawings under any letter of credit issued under the LC Facility (including the Existing Letters of Credit) that we have not reimbursed within three business days after notice thereof will accrue interest at a base rate plus a margin equal to 0.875% per annum. An unused commitment fee is payable at an initial rate of 0.50% per annum with a step down to 0.375% per annum based on the secured debt to EBITDA ratio of 3.00 to 1.00. A per annum fee on the aggregate outstanding amount of issued but undrawn letters of credit (including Existing Letters of Credit) will accrue at a rate of 1.875% 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. At September 30, 2015 , we had approximately $105 million of standby letters of credit outstanding under the LC Facility. Senior Secured Notes and Senior Unsecured Notes In June 2015, we sold $900 million aggregate principal amount of floating rate senior secured notes, which will mature on June 15, 2020 (the “Secured Notes”), and assumed $1 .9 billion aggregate principal amount of 6 3 / 4 % senior notes, which will mature on June 15, 2023 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”), issued by THC Escrow Corporation II. We will pay interest on the Secured Notes quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, which payments commenced on September 15, 2015. The Secured Notes accrue interest at a rate per annum, reset quarterly, equal to LIBOR plus 3 1 / 2 % . We will pay interest on the Unsecured Notes semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2015. The proceeds from the sale of the Notes were used to repay borrowings outstanding under our Interim Loan Agreement and Credit Agreement, as well as to refinance the debt of USPI and to pay the cash consideration in respect of our USPI joint venture and Aspen acquisition. Secured Notes. The indenture governing the Secured Notes contains covenants and terms (including terms regarding mandatory redemption) that are similar to those in the indentures governing our existing senior secured notes as described in our Annual Report, except we are permitted under the indenture governing the Secured Notes to incur secured debt so long as, at the time of and after giving effect to the incurrence of such debt, the aggregate amount of all such secured debt (including the aggregate principal amount of Secured Notes outstanding at such time) does not exceed the greater of (i) $ 8.5 billion or (ii) the amount that would cause the secured debt ratio (as defined in the indenture) to exceed 4.0 to 1.0 and, provided further, that the aggregate amount of all such debt secured by a lien on par to the lien securing the Secured Notes does not exceed the greater of (a) $6.4 billion or (b) the amount that would cause the secured debt ratio to exceed 3.0 to 1.0. In addition, pursuant to the Secured Notes indenture, we may, at our option, redeem the Secured Notes, in whole or in part, at any time prior to June 15, 2016 at a redemption price equal to 100% of the principal amount of the notes being redeemed plus the make-whole premium set forth in the Secured Notes indenture, together with accrued and unpaid interest thereon, if any, to the redemption date. From and after June 15, 2016, we may, at our option, redeem the Secured Notes in whole or in part at the redemption prices specified in the Secured Notes indenture. All of our senior secured notes are guaranteed by certain of our domestic hospital company subsidiaries and secured by a first-priority pledge of the capital stock and other ownership interests of those subsidiaries. All of our senior secured notes and the related subsidiary guarantees are our and the subsidiary guarantors’ senior secured obligations. All of our senior secured notes rank equally in right of payment with all of our other senior secured indebtedness. Our senior secured notes rank senior to any subordinated indebtedness that we or such subsidiary guarantors may incur; they are effectively senior to our and such subsidiary guarantors’ existing and future unsecured indebtedness and other liabilities to the extent of the value of the collateral securing the notes and the subsidiary guarantees; they are effectively subordinated to our and such subsidiary guarantors’ obligations under our Credit Agreement and the LC Facility to the extent of the value of the collateral securing borrowings thereunder; and they are structurally subordinated to all obligations of our nonguarantor subsidiaries. Unsecured Notes . The indenture governing the Unsecured Notes contains covenants and terms (including terms regarding mandatory and optional redemption) that are similar to those in the indentures governing our existing unsecured senior notes as described in our Annual Report. All of our senior unsecured notes are general unsecured senior debt obligations that rank equally in right of payment with all of our other unsecured senior indebtedness, but are effectively subordinated to our senior secured notes described above, the obligations of our subsidiaries, and any obligations under our Credit Agreement and the LC Facility to the extent of the collateral. |
GUARANTEES
GUARANTEES | 9 Months Ended |
Sep. 30, 2015 | |
GUARANTEES | |
GUARANTEES | NOTE 6. GUARANTEES At September 30, 2015 , 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 $100 million . We had a total liability of $80 million recorded for these guarantees, $24 million in other current liabilities and $56 million in liabilities held for sale, at September 30, 2015 . At September 30, 2015 , 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 $36 million. Of the total, $9 million relates to the obligations of consolidated subsidiaries, which obligations are recorded in the accompanying Condensed Consolidated Balance Sheet at September 30, 2015 . |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2015 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 7. EMPLOYEE BENEFIT PLANS At September 30, 2015 , approximately 3.3 million shares of common stock were available under our 2008 Stock Incentive Plan for future stock option grants and other incentive awards, including restricted stock units. Options have an exercise price equal to the fair market value of the shares on the date of grant and generally expire 10 years from the date of grant. A restricted stock unit is a contractual right to receive one share of our common stock or the equivalent value in cash in the future. Options and restricted stock units typically vest one -third on each of the first three anniversary dates of the grant; however, certain special retention awards may have longer vesting periods. In addition, from time to time, we grant performance-based options and restricted stock units that vest subject to the achievement of specified performance goals within a specified timeframe. Our income from continuing operations for the nine months ended September 30, 2015 and 2014 includes $52 million and $38 million, respectively, of pretax compensation costs related to our stock-based compensation arrangements recorded in salaries, wages and benefits in the accompanying Condensed Consolidated Statements of Operations. Stock Options The following table summarizes stock option activity during the nine months ended September 30, 2015 : Weighted Average Exercise Price Aggregate Weighted Average Options Per Share Intrinsic Value Remaining Life (In Millions) Outstanding at December 31, 2014 $ Granted — — Exercised Forfeited/Expired Outstanding at September 30, 2015 $ $ years Vested and expected to vest at September 30, 2015 $ $ years Exercisable at September 30, 2015 $ $ years There were 321,619 stock options exercised during the nine months ended September 30, 2015 with an aggregate intrinsic value of $8 million, and 691,050 stock options exercised during the same period in 2014 with a $13 million aggregate intrinsic value. At September 30, 2015 , there were less than $1 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of four months. There were no stock options granted in the nine months ended September 30, 2015 or 2014. The following table summarizes information about our outstanding stock options at September 30, 2015 : Options Outstanding Options Exercisable Weighted Average Number of Remaining Weighted Average Number of Weighted Average Range of Exercise Prices Options Contractual Life Exercise Price Options Exercise Price $0.00 to $4.569 years $ $ $4.57 to $25.089 years $25.09 to $32.569 years $32.57 to $42.089 years — — years $ $ Restricted Stock Units The following table summarizes restricted stock unit activity during the nine months ended September 30, 2015 : Restricted Stock Weighted Average Grant Units Date Fair Value Per Unit Unvested at December 31, 2014 $ Granted Vested Forfeited Unvested at September 30, 2015 $ In the nine months ended September 30, 2015, we granted 1,142,230 restricted stock units subject to time-vesting, of which 1,067,383 will vest and be settled ratably over a three -year period from the date of the grant and 31,000 will vest 100% on the fifth anniversary of the grant date. In addition, in May 2015, we made an annual grant of 43,847 restricted stock units to our non-employee directors for the 2015-2016 board service year, which units vested immediately and will settle in shares of our common stock on the third anniversary of the date of the grant. In March 2015, following the appointment of a new member of our Board of Directors, we made an initial grant of 1,311 restricted stock units to that director, which units vested immediately, but will not settle until her separation from the Board, as well as a prorated annual grant of 526 restricted stock units for the 2014-2015 board service year, which units vested immediately, but will not settle until the earlier of three years from the date of grant or her separation from the board. Also, we granted 306,968 performance-based restricted stock units to certain of our senior officers; the vesting of these restricted stock units is contingent on our achievement of a specified one -year performance goal for the year ending December 31, 2015 . Provided the goal is achieved, the performance-based restricted stock units will vest ratably over a three -year period from the grant date. The actual number of performance-based restricted stock units that could vest will range from 0% to 200% of the 306,968 units granted, depending on our level of achievement with respect to the performance goal. In the nine months ended September 30, 2014 , we granted 1,045,750 restricted stock units subject to time-vesting, of which 944,249 will vest and be settled ratably over a three -year period from the grant date, 23,435 will vest 100% on the tenth anniversary of the grant date, 63,623 will vest 100% on the fifth anniversary of the grant date and 14,443 will vest 100% on the third anniversary of the grant date. We also granted 450,943 special retention restricted stock units to a select group of officers: two -thirds of the award will vest contingent on our achievement of a performance goal of which one -half will vest based on performance over one -year period ending in December 2015 and the remaining one -half will vest based on performance over a four -year period ending in December 2018. The remaining one -third of this special retention award will vest in full on the fifth anniversary of the grant date. In addition, we granted 271,815 performance-based restricted stock units to certain of our senior officers. Based on our level of achievement with respect to the target performance goal for the year ended December 31, 2014, a total of 538,837 performance-based restricted stock units (or 200% of the initial grant) will vest ratably over a three -year period from the grant date. At September 30, 2015 , there were $121 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 2.4 years. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
EQUITY | |
EQUITY | NOTE 8. EQUITY Changes in Shareholders’ Equity The following table shows the changes in consolidated equity during the nine months ended September 30, 2015 and 2014 (dollars in millions, share amounts in thousands): Tenet Healthcare Corporation Shareholders’ Equity Accumulated Common Stock Additional Other Shares Issued Par Paid-in Comprehensive Accumulated Treasury Noncontrolling Outstanding Amount Capital Loss Deficit Stock Interests Total Equity Balances at December 31, 2014 $ $ $ $ $ $ $ Net income — — — — — Distributions paid to noncontrolling interests — — — — — — Contributions from noncontrolling interests — — — — — — Other comprehensive income — — — — — — Purchases (sales) of businesses and noncontrolling interests — — — — — Stock-based compensation expense and issuance of common stock — — — — Balances at September 30, 2015 $ $ $ $ $ $ $ Balances at December 31, 2013 $ $ $ $ $ $ $ Net income (loss) — — — — — Distributions paid to noncontrolling interests — — — — — — Contributions from noncontrolling interests — — — — — — Other comprehensive income — — — — — — Purchases (sales) of businesses and noncontrolling interests — — — — — Stock-based compensation expense and issuance of common stock — — — — — Balances at September 30, 2014 $ $ $ $ $ $ $ Changes in Redeemable Noncontrolling Interests in Equity of Consolidated Subsidiaries In August 2015, we formed a joint venture with Dignity Health and Ascension Health to own and operate Carondelet Health Network (the “Carondelet JV”) based in Tucson, Arizona. We own a 60% controlling interest in the new joint venture and manage the operations of the network. Affiliates of Dignity Health and Ascension Health (the “minority owners”) own the remaining 40% non-controlling interest in the Carondelet JV. The joint venture’s operating agreement includes a put option that the minority owners may exercise on their respective non-controlling interest on September 1, 2025. The redemption value is calculated using a fair market value analysis that may be verified through an independent valuation process. As a result of this transaction, w e recorded approximately $68 m illion of redeemable noncontrolling interests. In June 2015, we formed a new joint venture by combining our interests in 49 freestanding ambulatory surgery centers and 20 freestanding imaging centers with the short-stay surgery center assets of USPI. We currently own 50.1% of the USPI joint venture. In connection with the formation of the USPI joint venture, we entered into a stockholders agreement pursuant to which we and our joint venture partners agreed to certain rights and obligations with respect to the governance of the joint venture. In addition, we entered into a put/call agreement (the “Put/Call Agreement”) that contains put and call options with respect to the equity interests in the joint venture held by our joint venture partners. Each year starting in 2016, our joint venture partners must put to us at least 12.5% , and may put up to 25% , of the equity held by them in the joint venture immediately after the closing. In each year that our joint venture partners are to deliver a put and do not put the full 25% of the USPI joint venture’s shares allowable, we may call the difference between the number of shares our joint venture partners put and the maximum number of shares they could have put that year. In addition, the Put/Call Agreement contains certain other call options pursuant to which we will have the ability to acquire up to 100% of the voting common stock of the USPI joint venture by 2020. In the event of a put by our joint venture partners, we will have the ability to choose whether to settle the purchase price in cash or shares of our common stock and, in the event of a call by us, our joint venture partners will have the ability to choose whether to settle the purchase price in cash or shares of our common stock. Based on the nature of this put/call structure, the minority shareholder’s interest in the USPI joint venture is classified as redeemable noncontrolling interests in our Condensed Consolidated Balance Sheet at September 30, 2015. As a result of this transaction, we recorded approximately $1.33 billion of redeemable noncontrolling interests. When we acquired Vanguard Health Systems, Inc. (“Vanguard”) in October 2013, we obtained a 51% controlling interest in a limited liability company that held the assets and liabilities of Valley Baptist Health System (“Valley Baptist”), which consists of two hospitals in Brownsville and Harlingen, Texas. The remaining 49% noncontrolling interest in the joint venture was held by the former owner of Valley Baptist (the “seller”). The joint venture operating agreement included a put option that would allow the seller to require us to purchase all or a portion of the seller’s remaining noncontrolling interest in the limited liability company at certain specified time periods. In connection with the seller’s exercise and the settlement of the put option, we acquired the remaining 49% noncontrolling interest from the seller on February 11, 2015 in exchange for approximately $254 million in cash, which was applied to and reduced our redeemable noncontrolling interests, with the difference between the payment and the carrying value of approximately $270 million recorded as additional paid-in capital. The redemption value of the put option was calculated pursuant to the terms of the operating agreement based on the operating results and the debt of the joint venture. As a result, we now own 100% of Valley Baptist. In January 2015, Conifer announced a 10 -year extension and expansion of its agreement with Catholic Health Initiatives (“CHI”) to provide patient access, revenue integrity and patient financial services to 92 CHI hospitals through 2032. At that time and as a result of CHI’s relationship with Tenet, CHI received an increase in its minority ownership position in Conifer Health Solutions, LLC to approximately 23.8% , resulting in an increase in our redeemable noncontrolling interests of approximately $47 million. The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries during the nine months ended September 30, 2015 and 2014 : Nine Months Ended September 30, 2015 2014 Balances at beginning of period $ $ Net income Distributions paid to noncontrolling interests Contributions from noncontrolling interests Purchases and sales of businesses and noncontrolling interests, net Balances at end of period $ $ |
PROPERTY AND PROFESSIONAL AND G
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | 9 Months Ended |
Sep. 30, 2015 | |
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | |
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | NOTE 9. PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE Property Insurance We have property, business interruption and related insurance coverage to mitigate the financial impact of catastrophic events or perils that is subject to deductible provisions based on the terms of the policies. These policies are on an occurrence basis. Professional and General Liability Reserves At September 30, 2015 and December 31, 2014 , the aggregate current and long-term professional and general liability reserves in our accompanying Condensed Consolidated Balance Sheets were approximately $751 million and $681 million, respectively. These reserves include the reserves recorded by our captive insurance subsidiaries and our self-insured retention reserves recorded based on actuarial 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. We estimated the reserves for losses and related expenses using expected loss-reporting patterns discounted to their present value under a risk-free rate approach using a Federal Reserve seven -year maturity rate of 1.75% at September 30, 2015 and 1.97% at December 31, 2014 . If the aggregate limit of any of our professional and general liability policies is exhausted, in whole or in part, it could deplete or reduce the limits available to pay any other material claims applicable to that policy period. Included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations is malpractice expense of $202 million and $170 million for the nine months ended September 30, 2015 and 2014 , respectively. |
CLAIMS AND LAWSUITS
CLAIMS AND LAWSUITS | 9 Months Ended |
Sep. 30, 2015 | |
CLAIMS AND LAWSUITS | |
CLAIMS AND LAWSUITS | NOTE 10. CLAIMS AND LAWSUITS We operate in a highly regulated and litigious industry. As a result, we commonly become involved in disputes, litigation and regulatory matters incidental to our operations, including governmental investigations, personal injury lawsuits, employment claims and other matters arising out of the normal conduct of our 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. If a loss on a material matter is reasonably possible and estimable, we disclose an estimate of the loss or a range of loss. In cases where we have not disclosed an estimate, we have concluded that the loss is either not reasonably possible or the loss, or a range of loss, is not reasonably estimable, based on available information. Governmental Reviews and Lawsuits 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. The following matters are pending. · Clinica de la Mama Investigations and Qui Tam Action —As previously disclosed, we and four of our hospital subsidiaries are defendants in civil litigation ( United States of America, ex rel. Ralph D. Williams v. Health Management Associates, Inc., et al. ) that alleges that our hospital subsidiaries’ contractual arrangements with Hispanic Medical Management, Inc. (“HMM”) violated the federal and state anti-kickback statutes and false claims acts. HMM owned and operated clinics that provided, among other things, prenatal care predominantly to uninsured patients. The hospital subsidiaries contracted with HMM for translation, marketing, management and Medicaid eligibility determination services. The civil litigation originated as a qui tam lawsuit. Subsequently, the Georgia Attorne y General’s Office and the U.S. Attorney’s Office intervened in the qui tam action. The four hospitals that are defendants in the proceeding are: Atlanta Medical Center, North Fulton Hospital, Spaldi ng Regional Hospital and Sylvan Grove Hospital. In addition to the litigation, the civil and criminal divisions of the U.S. Department of Justice (“DOJ”) are conducting civil and criminal investigations of us, certain of our subsidiaries, and current and former employees with respect to the contractual arrangements between HMM and the four hospitals. We believe that the investigations focus on various time periods for each hospital (ranging from three months to 13 years) during which the respective hospital provided care to HMM patients. We are cooperating in the investigations and have responded, and continue to respond, to document and other requests pursuant to subpoenas issued to us and the four subsidiaries. Additional information regarding the procedural history of these investigations and the related qui tam action is contained in our Quarterly Report on Form 10-Q for the period ended June 30, 2015. Although we intend to vigorously contest any allegations that we or our four hospital subsidiaries violated the law, it is not possible at this time to predict the ultimate outcome of the pending litigation, which has not yet proceeded to trial, nor the ultimate outcome of the government’s ongoing civil and criminal investigations. However, if the plaintiffs in the pending civil litigation were to prevail, the potential sanctions could include reimbursement of relevant government program payments received by the four hospital subsidiaries for uninsured HMM patients treated at the hospitals, the assessment of civil monetary penalties, including treble damages, and potential exclusion from participation in federal healthcare programs. In addition, if we or our subsidiaries were determined in any potential criminal proceeding to have violated the federal anti-kickback statute, the sanctions would also include fines, which could be significant, mandatory exclusion from participation in federal healthcare programs, or criminal sanctions against current or former employees. To the extent that either the civil or the criminal matter discussed above is determined adversely to our interests, such determination could have a material adverse effect on our business , financial condition or cash flows. The following previously reported matters have recently been resolved. · Implantable Cardioverter Defibrillators (“ICDs”) — Fifty-six of our hospitals were subject to a DOJ review that was commenced in March 2010 to determine whether ICD procedures performed at the hospitals from 2002 to 2010 complied with Medicare coverage requirements. In July 2015, we reached final agreement with the DOJ to resolve the investigation for approximately $12 million, which was fully reserved as of June 30, 2015 and paid on August 3, 2015. · Review of Conifer’s Debt Collection Activities —In order to resolve allegations that it had not fully complied in limited instances with debt validation and dispute resolution requirements under federal consumer protection laws, in June 2015, a Conifer subsidiary paid a civil penalty of less than $1 million and stipulated to a Consent Order issued by the U.S. Consumer Financial Protection Bureau (“CFPB”). The Consent Order requires the Conifer subsidiary to: (i) improve its consumer protection compliance program; (ii) make periodic reports to the CFPB over five years; (iii) forgive approximately $1 million in consumer debt; and (iv) pay approximately $5 million in consumer redress. Management has established a reserve for this matter of approximately $6 million as of September 30, 2015. Antitrust Class Action Lawsuits Filed by Registered Nurses in Detroit and San Antonio On September 15, 2015, the court granted preliminary approval of a settlement between the parties in Cason-Merenda, et al. v. VHS of Michigan, Inc. d/b/a Detroit Medical Center, et al. , which was filed in December 2006 in the U.S. District Court for the Eastern District of Michigan. In that matter, a certified class composed of the registered nurses (exclusive of supervisory, managerial and advanced practical nurses) employed by eight unaffiliated Detroit-area hospital systems allege those hospital systems, including Detroit Medical Center (“DMC”), violated Section §1 of the federal Sherman Act by exchanging compensation-related information among themselves in a manner that reduced competition and suppressed the wages paid to such nurses. A subsidiary of Vanguard acquired DMC in January 2011, and we acquired Vanguard in October 2013. All of the defendant hospital systems other than DMC settled prior to our acquisition of Vanguard. We expect to make the $42 million settlement payment, which was fully reserved at September 30, 2015, in the three months ending March 31, 2016. In Maderazo, et al. v. VHS San Antonio Partners, L.P. d/b/a Baptist Health Systems, et al. , filed in June 2006 in the U.S. District Court for the Western District of Texas, a purported class of registered nurses employed by three unaffiliated San Antonio-area hospital systems allege those hospital systems, including Baptist Health System, and other unidentified San Antonio regional hospitals violated Section §1 of the federal Sherman Act by conspiring to depress nurses’ compensation and exchanging compensation-related information among themselves in a manner that reduced competition and suppressed the wages paid to such nurses. The suit seeks unspecified damages (subject to trebling under federal law), interest, costs and attorneys’ fees. The case had been stayed since 2008; however, in July 2015, the court lifted the stay and re-opened discovery. Because these proceedings are at an early stage, it is impossible at this time to predict their outcome with any certainty; however, we believe that the ultimate resolution of this matter will not have a material effect on our business, financial condition or results of operations. We will continue to seek to defeat class certification and vigorously defend ourselves against the plaintiffs’ allegations. Ordinary Course Matters We are also subject to other claims and lawsuits arising in the ordinary course of business, including potential claims related to, among other things, the care and treatment provided at our hospitals and outpatient facilities, the application of various federal and state labor laws, tax audits and other matters. Although the results of these claims and lawsuits cannot be predicted with certainty, we believe that the ultimate resolution of these ordinary course claims and lawsuits will not have a material effect on our business or financial condition. In addition, as previously reported, in the nine months ended September 30, 2015, we paid a total of approximately $14 million to settle a class action lawsuit filed in Louisiana in March 1997 alleging tortious invasion of privacy as a result of the potential disclosure of patient identifying records. We had made an initial deposit of approximately $6 million into an escrow account in late November 2014 and, based on low class participation as of March 31, 2015 (the end of the claims period), management reduced the reserve for this matter from approximately $12 million at December 31, 2014 to $8 million, recorded in discontinued operations, to reflect its then-current estimate of probable remaining liability. The case is now closed. 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. The table below presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded during the nine months ended September 30, 2015 and 2014 : Balances at Litigation and Balances at Beginning Investigation Cash End of of Period Costs Payments Other Period Nine Months Ended September 30, 2015 Continuing operations $ $ $ $ $ Discontinued operations — $ $ $ $ $ Nine Months Ended September 30, 2014 Continuing operations $ $ $ $ — $ Discontinued operations — $ $ $ $ — $ For the nine months ended September 30, 2015 and 2014 , we recorded costs of $67 million and $19 million, respectively, in continuing operations, primarily related to costs associated with various legal proceedings and governmental reviews. During the nine months ended September 30, 2015 , we reduced a previously established reserve for a legal matter in discontinued operations by approximately $3 million based on updated claims information. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
INCOME TAXES | |
INCOME TAXES | NOTE 11. INCOME TAXES During the nine months ended September 30, 2015, we recorded no income tax in continuing operations on pre-tax earnings of $77 million. The recorded income tax differs from taxes calculated at the statutory rate primarily due to state income tax expense of approximately $11 million, tax benefits of $ 33 million related to net income attributable to noncontrolling partnership interests, which is excluded from the computation of the provision for income taxes, discrete tax benefits of $17 million related to the amendment of certain prior- year tax returns and tax expense of approximately $12 million related to other permanent tax differences. During the nine months ended September 30, 2015 , we increased our estimated liabilities for uncertain tax positions by $1 million, net of related deferred tax assets. The total amount of unrecognized tax benefits at September 30, 2015 was $ 36 million, of which $34 million, if recognized, would impact our effective tax rate and income tax expense (benefit) from continuing operations. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. Total accrued interest and penalties on unrecognized tax benefits at September 30, 2015 were $4 million, all of which related to continuing operations. At September 30, 2015 , approximately $ 5 million of unrecognized federal and state tax benefits, as well as reserves for interest and penalties, may decrease in the next 12 months as a result of the settlement of audits, the filing of amended tax returns or the expiration of statutes of limitations. At September 30, 2015, our federal net operating loss carryforwards as of December 31, 2014 and available to offset future taxable income were approximately $2.0 billion pretax expiring in 2024 to 2034. |
EARNINGS (LOSS) PER COMMON SHAR
EARNINGS (LOSS) PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2015 | |
EARNINGS (LOSS) PER COMMON SHARE | |
EARNINGS (LOSS) PER COMMON SHARE | NOTE 12. EARNINGS (LOSS) PER COMMON SHARE The table below is a reconciliation of the numerators and denominators of our basic and diluted earnings (loss) per common share calculations for our continuing operations for the three and nine months ended September 30, 2015 and 2014 . Net income available (loss attributable) to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Net Income Available ( Loss Attributable) to Common Weighted Shareholders Average Shares Per-Share (Numerator) (Denominator) Amount Three Months Ended September 30, 2015 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ $ Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ $ Three Months Ended September 30, 2014 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ $ Effect of dilutive stock options, restricted stock units and deferred compensation units — — Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ $ Nine Months Ended September 30, 2015 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ $ Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ $ Nine Months Ended September 30, 2014 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ $ Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ $ All potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2015 and the nine months ended September 30, 2014 because we did not report income from continuing operations in those periods. In circumstances where we do not have income from continuing operations, the effect of stock options and other potentially dilutive securities is anti-dilutive, that is, a loss from continuing operations has the effect of making the diluted loss per share less than the basic loss per share. Had we generated income from continuing operations in those periods, the effect (in thousands) of employee stock options, restricted stock units and deferred compensation units on the diluted shares calculation would have been an increase in shares of 2,500 and 2,449 for the three and nine months ended September 30, 2015, respectively, and 2,332 for the nine months ended September 30, 2014. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 13. FAIR VALUE MEASUREMENTS Our financial assets and liabilities recorded at fair value on a recurring basis primarily relate to investments in available-for-sale securities held by our captive insurance subsidiaries. The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis. The following tables also indicate the fair value hierarchy of the valuation techniques we utilized to determine such fair values. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. We consider a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Quoted Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Investments September 30, 2015 (Level 1) (Level 2) (Level 3) Marketable securities — current $ — $ — $ — $ — Investments in Reserve Yield Plus Fund — — Marketable debt securities — noncurrent $ $ $ $ Quoted Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Investments December 31, 2014 (Level 1) (Level 2) (Level 3) Marketable securities — current $ $ $ — $ — Investments in Reserve Yield Plus Fund — — Marketable debt securities — noncurrent $ $ $ $ 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 b e Level 2 inputs, which include inputs other than quoted prices included in Level 1 that are obse rvable , either directly or indirectly. At September 30, 2015 and December 31, 2014 , the estimated fair value of our long-term debt was approximately 102.6% and 105.0% , respectively, of the carrying value of the debt. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2015 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 14. ACQUISITIONS During the nine months ended September 30, 2015 , we completed the transaction that combined our freestanding ambulatory surgery and imaging center assets with USPI’s short-stay surgery center assets into a new joint venture. We also completed the acquisition of Aspen, a network of nine private hospitals and clinics in the United Kingdom. In addition, we began operating Hi-Desert Medical Center, which is a 59 -bed acute care hospital in Joshua Tree, California , and its related healthcare facilities, including a 120 -bed skilled nursing facility , an ambulatory surgery center and an imaging center, under a long-term lease agreement. Furthermore, we f ormed a new joint venture with Dignity Health and Ascension Health to own and operate Carondelet Health Network, which is comprised of three hospitals with over 900 licensed beds, related physician practices, ambulatory surgery, imaging and urgent care centers, and other affiliated businesses, in Tucson and Nogales, Arizona. Additionally, we acquired majority interests in n ine ambulatory surgery centers ( all of which are owned by our USPI joint venture) and various physician practice entities. The fair value of the consideration conveyed in all acquisitions (the “purchase price”) was $720 million. We are required to allocate the purchase prices of the acquired businesses to assets acquired or liabilities assumed and, if applicable, noncontrolling interests based on their fair values. The excess of the purchase price allocation over those fair values is recorded as goodwill. We are in process of finalizing the purchase price allocations, including valuations of the acquired property and equipment, other intangible assets, investments in affiliates and noncontrolling interests for our recent acquisitions; therefore, those purchase price allocations are subject to adjustment once the valuations are completed. Preliminary purchase price allocations for all acquisitions made during the nine months ended September 30, 2015 are as follows: Current assets $ Property and equipment Other intangible assets Goodwill Other long-term assets Current liabilities Deferred taxes — long term Other long-term liabilities Redeemable noncontrolling interests in equity of consolidated subsidiaries Noncontrolling interests Cash paid, net of cash acquired $ The goodwill generated from these transactions, the majority of which 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. Approximately $48 million in transaction costs related to prospective and closed acquisitions were expensed during the nine months ended September 30, 2015 , and are included in impairment and restructuring charges, and acquisition-related costs in the accompanying Condensed Consolidated Statement of Operations. USPI Joint Venture and Acquisition of Aspen Effective June 16, 2015, we entered into the USPI joint venture, of which we own 50.1% . On the date of acquisition , the joint venture had interests in 249 ambulatory surgery centers, 18 short-stay surgical hospitals and 20 imaging centers in 29 states. We refinanced approximately $1.5 billion of existing USPI debt, which was allocated to the joint venture through an intercompany loan, and paid approximately $424 million in cash to align the respective valuations of the assets contributed to the joint venture. We also completed the Aspen acquisition for approximately $226 million. The preliminary purchase price allocations for our USPI joint venture and Aspen acquisition , which are also included in the table above, are as follows: Current assets $ Property and equipment Other intangible assets Goodwill Other long-term assets Current liabilities Deferred taxes — long term Other long-term liabilities Redeemable noncontrolling interests in equity of consolidated subsidiaries Noncontrolling interests Cash paid, net of cash acquired $ Pro Forma Information – Unaudited The following table provides certain pro forma information for Tenet as if the USPI joint venture and Aspen acquisition had occurred at the beginning of the year ended December 31, 2014. The net income of USPI for the nine months ended September 30, 2015 was adjusted by $30 million to remove a nonrecurring loss on extinguishment of debt. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net operating revenues $ $ $ $ Equity in earnings of unconsolidated affiliates $ $ $ $ Net income available ( loss attributable ) to common shareholders $ $ $ $ Net earnings ( loss ) per share available ( attributable ) to common shareholders $ $ $ $ |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | NOTE 15. SEGMENT INFORMATION In the three months ended June 30, 2015, we began reporting Ambulatory Care as a separate reportable business segment. Previously, our business consisted of our Hospital Operations and other segment and our Conifer segment. Effective June 16, 2015, we completed the joint venture transaction that combined our freestanding ambulatory surgery and imaging center assets with USPI’s short-stay surgery center assets. We contributed our interests in 49 ambulatory surgery centers and 20 imaging centers, which had previously been included in our Hospital Operations and other segment, to the joint venture. At September 30, 2015, the USPI joint venture had interests in 252 ambulatory surgery centers, 19 short-stay surgical hospitals and 20 imaging centers in 29 states. We also completed the acquisition of Aspen effective June 16, 2015, which includes nine private hospitals and clinics in the United Kingdom. Our Ambulatory Care segment is comprised of the operations of our USPI joint venture and Aspen facilities. The factors for determining the reportable segments include the manner in which management evaluates operating performance combined with the nature of the individual business activities. Our core business is Hospital Operations and other, which is focused on operating acute care hospitals, ancillary outpatient f acilities, urgent care center s, freestanding emergency departments, physician practices and health plans. We also own various related healthcare businesses. At September 30, 2015 , our subsidiaries operated 83 hospitals ( one of which is temporarily closed for repairs), with a total of 21,527 licensed beds, primarily serving urban and suburban communities in 14 states, and six health plans, as well as hospital-based outpatient centers, freestanding emergency departments and freestanding urgent care centers. We provide healthcare business process services in the areas of revenue cycle management and technology-enabled performance improvement and health management solutions to hospitals, health systems, integrated delivery networks, self-insured organizations and health plans under our Conifer subsidiary. At September 30, 2015 , Conifer pr ovided services to more than 800 Tenet and non-Tenet hospitals and other clients nationwide. 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: September 30, December 31, 2015 2014 Assets: Hospital Operations and other $ $ Conifer Ambulatory Care Total $ $ Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Capital expenditures: Hospital Operations and other $ $ $ $ Conifer Ambulatory Care Total $ $ $ $ Net Operating revenues: Hospital Operations and other $ $ $ $ Conifer Tenet Other customers Total Conifer revenues Ambulatory Care Intercompany eliminations Total $ $ $ $ Adjusted EBITDA: Hospital Operations and other $ $ $ $ Conifer Ambulatory Care Total $ $ $ $ Depreciation and amortization: Hospital Operations and other $ $ $ $ Conifer Ambulatory Care Total $ $ $ $ Adjusted EBITDA $ $ $ $ Depreciation and amortization Impairment and restructuring charges, and acquisition-related costs Litigation and investigation costs Interest expense Loss from early extinguishment of debt — — Investment earnings — — — Net income from continuing operations before income taxes $ $ $ $ |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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. At September 30, 2015 , we operated 83 hospitals ( one of which is temporarily closed for repairs), 19 short-stay surgical hospitals, over 4 25 outpatient centers and nine facilities in the United Kingdom through our subsidiaries, partnership s and joint ventures, including USPI Holding Company, Inc. (“USPI joint venture”). The results of 164 of these facilities, in which we hold noncontrolling interests, are recorded using the equity method of accounting. Our Conifer Holdings, Inc. (“Conifer”) subsidiary provides healthcare business process services in the areas of revenue cycle management and technology-enabled performance improvement and health management solutions to hospitals, health systems, integrated delivery networks, self-insured organizations and health plans. Effective June 16, 2015, we completed the transaction that combined our interests in 49 freestanding ambulatory surgery centers and 20 freestanding imaging centers with all of the short-stay surgery center assets held by United Surgical Partners International, Inc. (“USPI”) into our new USPI joint venture. We also refinanced approximately $1.5 billion of existing USPI debt and paid approximately $424 million to align the respective valuations of the assets contributed to the joint venture. We currently own 50.1% of the USPI joint venture. In addition, we completed the acquisition of European Surgical Partners Ltd. (“Aspen”) for approximately $226 million on June 16, 2015. Aspen has nine private hospitals and clinics in the United Kingdom. This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2014 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all financial and statistical data included in these notes to our Condensed Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per-share amounts). Certain prior-year amounts have been adjusted to conform to the current-year presentation, primarily due to the USPI joint venture, acquisition of Aspen and the formation of our new Ambulatory Care separate reportable business segment. Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), we are required to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. Financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: 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; changes in Medicare and Medicaid regulations; Medicaid and other supplemental funding levels set by the states in which we operate; the timing of approval by the Centers for Medicare and Medicaid Services of Medicaid provider fee revenue programs; trends in patient accounts receivable collectability and associated provisions for doubtful accounts; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; the number of covered lives managed by our health plans and the plans’ ability to effectively manage medical costs; the timing of when we meet the criteria to recognize electronic health record incentives; impairment of long-lived assets and goodwill; restructuring charges; acquisition-related costs; losses, costs and insurance recoveries related to natural disasters; litigation and investigation costs; acquisitions and dispositions of facilities and other assets; 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 or losses from early extinguishment of debt; and changes in occupancy levels and patient volumes. Factors that affect patient volumes and, thereby, the results of operations at our hospitals and related healthcare facilities include, but are not limited to: the business environment, economic conditions and demographics of local communities in which we operate; the number of uninsured and underinsured individuals in local communities treated at our hospitals; seasonal cycles of illness; climate and weather conditions; physician recruitment, retention and attrition; advances in technology and treatments that reduce length of stay; local healthcare competitors; managed care contract negotiations or terminations; the number of patients with high-deductible health insurance plans; any unfavorable publicity about us, which impacts our relationships with physicians and patients; changes in healthcare regulations and the participation of individual states in federal programs; and the timing of elective procedures. These considerations apply to year-to-year comparisons as well. |
Foreign Currency Transactions and Translations Policy | Translation of Foreign Currencies The accounts of Aspen were measured in its local currency (the pound sterling) and then translated into U.S. dollars. All assets and liabilities were translated using the current rate of exchange at the balance sheet date. Results of operations were translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. |
Net Operating Revenues before Provision for Doubtful Accounts | Net Operating Revenues Before Provision for Doubtful Accounts We recognize net operating revenues before provision for doubtful accounts in the period in which our services are performed. Net operating revenues before provision for doubtful accounts primarily consist of net patient service revenues that are recorded based on established billing rates (i.e., gross charges), less estimated discounts for contractual and other allowances, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients (“Compact”) and other uninsured discount and charity programs . |
Cash and Cash Equivalents | 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 approximately $450 million and $193 million at September 30, 2015 and December 31, 2014 , respectively. At September 30, 2015 and December 31, 2014 , our book overdrafts were approximately $254 million and $264 million, respectively, which were classified as accounts payable. At September 30, 2015 and December 31, 2014 , approximately $206 million and $157 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our captive insurance subsidiaries and our health plans . Also at September 30, 2015 and December 31, 2014 , we had $101 million and $150 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $60 million and $112 million, respectively, were included in accounts payable. During the nine months ended September 30, 2015 and 2014 , we entered into non-cancellable capital leases excluding those of acquired businesses of approximately $113 million and $112 million, respectively, primarily for buildings and equipment. |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates We control 143 of the facilities operated by our Ambulatory Care segment and , therefore , consolidate their results ( 141 are consolidated within our Ambulatory Care segment and two are consolidated within our Hospital Operations and other segment) . However, we account for a majority of the facilities our Ambulatory Care segment operates ( 157 of 300 at September 30, 2015) under the equity method as investments in unc onsolidated affiliates and report only our share of net income attributable to the investee as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations. Summarized financial information for our most significant equity method investee is included in the following table . Amounts reflect 100% of the investee’s results beginning on June 16, 2015 (the date of our acquisition of the investment) |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
BASIS OF PRESENTATION | |
Schedule of sources of net operating revenues before provision for doubtful accounts | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 General Hospitals: Medicare $ $ $ $ Medicaid Managed care Indemnity, self-pay and other Acute care hospitals — other revenue Other: Other operations Net operating revenues before provision for doubtful accounts $ $ $ $ |
Schedule of other intangible assets | Gross Carrying Accumulated Net Book Amount Amortization Value At September 30, 2015: Capitalized software costs $ $ $ Long-term debt issuance costs Trade names — Contracts Other Total $ $ $ Gross Carrying Accumulated Net Book Amount Amortization Value At December 31, 2014: Capitalized software costs $ $ $ Long-term debt issuance costs Trade names — Contracts Other Total $ $ $ |
Schedule of estimated future amortization of intangibles with finite useful lives | Years Ending December 31, Later Total 2015 2016 2017 2018 2019 Years Amortization of intangible assets $ $ $ $ $ $ $ |
Schedule of equity method investments | Three Months Ended Nine Months Ended September 30, September 30, 2015 2015 Net operating revenues $ $ Net income $ $ Net income attributable to the investee $ $ |
ACCOUNTS RECEIVABLE AND ALLOW24
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | |
Schedule Of Components Of Accounts Receivable | September 30, December 31, 2015 2014 Continuing operations: Patient accounts receivable $ $ Allowance for doubtful accounts Estimated future recoveries from accounts assigned to our Conifer subsidiary Net cost reports and settlements payable and valuation allowances Discontinued operations Accounts receivable, net $ $ |
Schedule of estimated costs for charity care and self-pay patients | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Estimated costs for: Self-pay patients $ $ $ $ Charity care patients $ $ $ $ DSH and other supplemental revenues $ $ $ $ |
ASSETS AND LIABILITIES HELD F25
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
ASSETS AND LIABILITIES HELD FOR SALE | |
Schedule of assets and liabilities classified as held for sale | Accounts receivable $ Other current assets Property and equipment Goodwill Other long-term assets Current liabilities Long-term liabilities Net assets held for sale $ |
SHORT-TERM BORROWINGS AND LON26
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Summary of long-term debt | September 30, December 31, 2015 2014 Senior notes: 5%, due 2019 $ $ 5 1 / 2 %, due 2019 6 3 / 4 %, due 2020 8%, due 2020 8 1 / 8 %, due 2022 6 3 / 4 %, due 2023 — 6 7 / 8 %, due 2031 Senior secured notes: 6 1 / 4 %, due 2018 4 3 / 4 %, due 2020 6%, due 2020 Floating % due 2020 — 4 1 / 2 %, due 2021 4 3 / 8 %, due 2021 Credit facility due 2016 Capital leases and mortgage notes Unamortized note discounts and premium Total long-term debt Less current portion Long-term debt, net of current portion $ $ |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
EMPLOYEE BENEFIT PLANS | |
Summary of stock option activity | Weighted Average Exercise Price Aggregate Weighted Average Options Per Share Intrinsic Value Remaining Life (In Millions) Outstanding at December 31, 2014 $ Granted — — Exercised Forfeited/Expired Outstanding at September 30, 2015 $ $ years Vested and expected to vest at September 30, 2015 $ $ years Exercisable at September 30, 2015 $ $ years |
Summary of information about stock options by range of exercise prices | Options Outstanding Options Exercisable Weighted Average Number of Remaining Weighted Average Number of Weighted Average Range of Exercise Prices Options Contractual Life Exercise Price Options Exercise Price $0.00 to $4.569 years $ $ $4.57 to $25.089 years $25.09 to $32.569 years $32.57 to $42.089 years — — years $ $ |
Summary of restricted stock unit activity | Restricted Stock Weighted Average Grant Units Date Fair Value Per Unit Unvested at December 31, 2014 $ Granted Vested Forfeited Unvested at September 30, 2015 $ |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
EQUITY | |
Schedule Of Changes In Consolidated Equity | Tenet Healthcare Corporation Shareholders’ Equity Accumulated Common Stock Additional Other Shares Issued Par Paid-in Comprehensive Accumulated Treasury Noncontrolling Outstanding Amount Capital Loss Deficit Stock Interests Total Equity Balances at December 31, 2014 $ $ $ $ $ $ $ Net income — — — — — Distributions paid to noncontrolling interests — — — — — — Contributions from noncontrolling interests — — — — — — Other comprehensive income — — — — — — Purchases (sales) of businesses and noncontrolling interests — — — — — Stock-based compensation expense and issuance of common stock — — — — Balances at September 30, 2015 $ $ $ $ $ $ $ Balances at December 31, 2013 $ $ $ $ $ $ $ Net income (loss) — — — — — Distributions paid to noncontrolling interests — — — — — — Contributions from noncontrolling interests — — — — — — Other comprehensive income — — — — — — Purchases (sales) of businesses and noncontrolling interests — — — — — Stock-based compensation expense and issuance of common stock — — — — — Balances at September 30, 2014 $ $ $ $ $ $ $ |
Schedule of changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | Nine Months Ended September 30, 2015 2014 Balances at beginning of period $ $ Net income Distributions paid to noncontrolling interests Contributions from noncontrolling interests Purchases and sales of businesses and noncontrolling interests, net Balances at end of period $ $ |
CLAIMS AND LAWSUITS (Tables)
CLAIMS AND LAWSUITS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
CLAIMS AND LAWSUITS | |
Reconciliations Of Legal Settlements And Related Costs | Balances at Litigation and Balances at Beginning Investigation Cash End of of Period Costs Payments Other Period Nine Months Ended September 30, 2015 Continuing operations $ $ $ $ $ Discontinued operations — $ $ $ $ $ Nine Months Ended September 30, 2014 Continuing operations $ $ $ $ — $ Discontinued operations — $ $ $ $ — $ |
EARNINGS (LOSS) PER COMMON SH30
EARNINGS (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
EARNINGS (LOSS) PER COMMON SHARE | |
Schedule of reconciliation of numerators and denominators of our basic and diluted loss per common share | Net Income Available ( Loss Attributable) to Common Weighted Shareholders Average Shares Per-Share (Numerator) (Denominator) Amount Three Months Ended September 30, 2015 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ $ Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ $ Three Months Ended September 30, 2014 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ $ Effect of dilutive stock options, restricted stock units and deferred compensation units — — Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ $ Nine Months Ended September 30, 2015 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ $ Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ $ Nine Months Ended September 30, 2014 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ $ Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ $ |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Quoted Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Investments September 30, 2015 (Level 1) (Level 2) (Level 3) Marketable securities — current $ — $ — $ — $ — Investments in Reserve Yield Plus Fund — — Marketable debt securities — noncurrent $ $ $ $ Quoted Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Investments December 31, 2014 (Level 1) (Level 2) (Level 3) Marketable securities — current $ $ $ — $ — Investments in Reserve Yield Plus Fund — — Marketable debt securities — noncurrent $ $ $ $ |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Acquisition | |
Schedule of pro forma financial information as if USPI joint venture and Aspen acquisition had occurred at the beginning of the year | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net operating revenues $ $ $ $ Equity in earnings of unconsolidated affiliates $ $ $ $ Net income available ( loss attributable ) to common shareholders $ $ $ $ Net earnings ( loss ) per share available ( attributable ) to common shareholders $ $ $ $ |
Series of individual business acquisitions | |
Business Acquisition | |
Schedule of Preliminary purchase price allocation | Current assets $ Property and equipment Other intangible assets Goodwill Other long-term assets Current liabilities Deferred taxes — long term Other long-term liabilities Redeemable noncontrolling interests in equity of consolidated subsidiaries Noncontrolling interests Cash paid, net of cash acquired $ |
European Surgical Partners Ltd | United Surgical Partners International | |
Business Acquisition | |
Schedule of Preliminary purchase price allocation | Current assets $ Property and equipment Other intangible assets Goodwill Other long-term assets Current liabilities Deferred taxes — long term Other long-term liabilities Redeemable noncontrolling interests in equity of consolidated subsidiaries Noncontrolling interests Cash paid, net of cash acquired $ |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SEGMENT INFORMATION | |
Reconciliation of assets by reportable segment to consolidated assets | September 30, December 31, 2015 2014 Assets: Hospital Operations and other $ $ Conifer Ambulatory Care Total $ $ |
Reconciliation of other significant reconciling items from segments to consolidated | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Capital expenditures: Hospital Operations and other $ $ $ $ Conifer Ambulatory Care Total $ $ $ $ Net Operating revenues: Hospital Operations and other $ $ $ $ Conifer Tenet Other customers Total Conifer revenues Ambulatory Care Intercompany eliminations Total $ $ $ $ Adjusted EBITDA: Hospital Operations and other $ $ $ $ Conifer Ambulatory Care Total $ $ $ $ Depreciation and amortization: Hospital Operations and other $ $ $ $ Conifer Ambulatory Care Total $ $ $ $ Adjusted EBITDA $ $ $ $ Depreciation and amortization Impairment and restructuring charges, and acquisition-related costs Litigation and investigation costs Interest expense Loss from early extinguishment of debt — — Investment earnings — — — Net income from continuing operations before income taxes $ $ $ $ |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2015Institution | |
BASIS OF PRESENTATION | |
Number of acute care hospitals operated by subsidiaries | 83 |
Number of hospitals temporarily closed for repairs | 1 |
Number of short-stay surgical hospitals | 19 |
Number of outpatient centers | 425 |
Number of outpatient centers recorded using equity method | 164 |
Number of facilities owned by subsidiaries | 9 |
BASIS OF PRESENTATION - Joint V
BASIS OF PRESENTATION - Joint Venture (Details) $ in Millions | Jun. 16, 2015USD ($)itemInstitution | Jun. 30, 2015Institution | Jun. 30, 2015Institution | Sep. 30, 2015itemInstitution |
Business Acquisition | ||||
Controlling interest acquired (as a percent) | 50.10% | 50.10% | ||
Number of ambulatory surgery centers | 49 | |||
Number of diagnostic imaging centers | 20 | |||
United Surgical Partners International | ||||
Business Acquisition | ||||
Payment contributed to joint venture | $ | $ 424 | |||
Controlling interest acquired (as a percent) | 50.10% | |||
Number of ambulatory surgery centers | 49 | 49 | 9 | |
Number of diagnostic imaging centers | 20 | 20 | ||
Assumed debt | $ | $ 1,500 | |||
European Surgical Partners Ltd | ||||
Business Acquisition | ||||
Purchase price | $ | $ 226 | |||
Number of private hospitals | 9 | 9 | ||
USPI Entity | ||||
Business Acquisition | ||||
Number of ambulatory surgery centers | 249 | 252 | ||
Number of diagnostic imaging centers | 20 | 20 |
BASIS OF PRESENTATION - Revenue
BASIS OF PRESENTATION - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | $ 5,063 | $ 4,424 | $ 14,694 | $ 13,087 |
Medicare | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 817 | 824 | 2,565 | 2,517 |
Medicaid | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 361 | 340 | 1,095 | 1,010 |
Managed care | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 2,514 | 2,308 | 7,420 | 6,634 |
Indemnity, self-pay and other | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 426 | 349 | 1,247 | 1,137 |
Acute care hospitals - other revenue | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 11 | 10 | 39 | 47 |
Other operations | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | $ 934 | $ 593 | $ 2,328 | $ 1,742 |
BASIS OF PRESENTATION - Cash an
BASIS OF PRESENTATION - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash and Cash Equivalents | ||||
Cash and cash equivalents | $ 450 | $ 200 | $ 193 | $ 113 |
Accrued property and equipment purchases for items received but not yet paid | 101 | 150 | ||
Non-cancellable capital leases primarily for buildings and equipment | 113 | $ 112 | ||
Accounts payable | ||||
Cash and Cash Equivalents | ||||
Book overdrafts classified as accounts payable | 254 | 264 | ||
Accrued property and equipment purchases for items received but not yet paid | 60 | 112 | ||
Captive insurance subsidiaries | ||||
Cash and Cash Equivalents | ||||
Cash and cash equivalents | $ 206 | $ 157 |
BASIS OF PRESENTATION - Intangi
BASIS OF PRESENTATION - Intangible Assets Summary (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other intangible assets | ||
Gross Carrying Amount | $ 2,529 | $ 1,949 |
Accumulated Amortization | (699) | (671) |
Net Book Value | 1,830 | 1,278 |
Capitalized software costs | ||
Other intangible assets | ||
Gross Carrying Amount | 1,344 | 1,412 |
Accumulated Amortization | (570) | (586) |
Net Book Value | 774 | 826 |
Long-term debt issuance costs | ||
Other intangible assets | ||
Gross Carrying Amount | 319 | 245 |
Accumulated Amortization | (74) | (49) |
Net Book Value | 245 | 196 |
Trade names | ||
Other intangible assets | ||
Gross Carrying Amount | 106 | 106 |
Net Book Value | 106 | 106 |
Contracts | ||
Other intangible assets | ||
Gross Carrying Amount | 653 | 57 |
Accumulated Amortization | (19) | (6) |
Net Book Value | 634 | 51 |
Other | ||
Other intangible assets | ||
Gross Carrying Amount | 107 | 129 |
Accumulated Amortization | (36) | (30) |
Net Book Value | $ 71 | $ 99 |
BASIS OF PRESENTATION - Amortiz
BASIS OF PRESENTATION - Amortization of Intangible Assets (Details) $ in Millions | Sep. 30, 2015USD ($) |
Estimated future amortization of intangibles with finite useful lives | |
Total | $ 1,367 |
2,015 | 70 |
2,016 | 226 |
2,017 | 201 |
2,018 | 177 |
2,019 | 140 |
Later Years | $ 553 |
BASIS OF PRESENTATION - Investm
BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)Institution | |
Schedule of Equity Method Investments [Line Items] | ||
Net operating revenues | $ | $ 206 | $ 241 |
Net Income | $ | 52 | 61 |
Net income attributable to the investee | $ | $ 24 | $ 28 |
Number of outpatient centers | 425 | |
Number of outpatient centers recorded using equity method | 164 | |
Investee results reflected (as a percentage) | 100 | |
Ambulatory Care | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of outpatient centers | 300 | |
Number of outpatient centers recorded using equity method | 157 | |
Number of outpatient centers recorded not using equity method | 141 | |
Hospital operations and other | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of outpatient centers recorded not using equity method | 2 |
ACCOUNTS RECEIVABLE AND ALLOW41
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Components (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 2,525 | $ 2,404 |
Continuing operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Patient accounts receivable | 3,354 | 3,178 |
Allowance for doubtful accounts | (913) | (851) |
Estimated future recoveries from accounts assigned to our Conifer subsidiary | 140 | 125 |
Net cost reports and settlements payable and valuation allowances | (59) | (51) |
Accounts receivable, net | 2,522 | 2,401 |
Discontinued operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 3 | $ 3 |
ACCOUNTS RECEIVABLE AND ALLOW42
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Allowance (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Accounts receivable and allowance for doubtful accounts | |||||
Allowance for doubtful accounts as a percent of patients accounts receivable | 27.20% | 26.80% | |||
Self-Pay Patients | |||||
Accounts receivable and allowance for doubtful accounts | |||||
Allowance for doubtful accounts as a percent of patients accounts receivable | 80.60% | 78.00% | |||
Estimated costs of caring | $ 171 | $ 135 | $ 503 | $ 488 | |
Managed Care Patients | |||||
Accounts receivable and allowance for doubtful accounts | |||||
Allowance for doubtful accounts as a percent of patients accounts receivable | 6.40% | 6.50% | |||
Charity Care Patients | |||||
Accounts receivable and allowance for doubtful accounts | |||||
Estimated costs of caring | 50 | 42 | $ 123 | 137 | |
DSH and other supplemental revenues | |||||
Accounts receivable and allowance for doubtful accounts | |||||
Estimated costs of caring | $ 208 | $ 178 | $ 675 | $ 493 |
ACCOUNTS RECEIVABLE AND ALLOW43
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Other Receivables (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable and allowance for doubtful accounts | ||
Receivables | $ 2,525 | $ 2,404 |
Payables | 1,206 | 1,179 |
California's Provider Fee Program | Other current assets | ||
Accounts receivable and allowance for doubtful accounts | ||
Receivables | 352 | 399 |
California's Provider Fee Program | Other current liabilities | ||
Accounts receivable and allowance for doubtful accounts | ||
Payables | $ 131 | $ 212 |
ASSETS AND LIABILITIES HELD F44
ASSETS AND LIABILITIES HELD FOR SALE (Details) - USD ($) | Aug. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Current Assets and Liabilities Held for Sale | ||||||
Assets held for sale | $ 1,186,000,000 | $ 1,186,000,000 | $ 2,000,000 | |||
Proceeds from sales of facilities and other assets | 28,000,000 | $ 4,000,000 | ||||
Net receivables | 2,525,000,000 | 2,525,000,000 | $ 2,404,000,000 | |||
Liabilities held for sale | 226,000,000 | 226,000,000 | ||||
Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Assets and liabilities classified as held for sale | ||||||
Accounts receivable | 58,000,000 | 58,000,000 | ||||
Other current assets | 63,000,000 | 63,000,000 | ||||
Property and equipment | 778,000,000 | 778,000,000 | ||||
Goodwill | 206,000,000 | 206,000,000 | ||||
Other long-term assets | 81,000,000 | 81,000,000 | ||||
Current liabilities | (53,000,000) | (53,000,000) | ||||
Long-term liabilities | (173,000,000) | (173,000,000) | ||||
Net assets held for sale | 960,000,000 | 960,000,000 | ||||
North Texas hospitals | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Assets held for sale | 358,000,000 | 358,000,000 | ||||
Liabilities held for sale | 40,000,000 | 40,000,000 | ||||
Impairment charges | 0 | |||||
Saint Louis University Hospital | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Impairment charges | 147,000,000 | |||||
Saint Louis University Hospital | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Proceeds from sales of facilities and other assets | $ 32,000,000 | |||||
Net receivables | 51,000,000 | 51,000,000 | ||||
Impairment charges | $ 147,000,000 | |||||
Georgia Facilities [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Assets held for sale | 554,000,000 | 554,000,000 | ||||
Liabilities held for sale | 103,000,000 | 103,000,000 | ||||
Impairment charges | 0 | |||||
North Carolina Facilities [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Current Assets and Liabilities Held for Sale | ||||||
Assets held for sale | 274,000,000 | 274,000,000 | ||||
Liabilities held for sale | 83,000,000 | $ 83,000,000 | ||||
Impairment charges | $ 0 |
IMPAIRMENT AND RESTRUCTURING 45
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Net impairment and restructuring charges and acquisition-related costs | $ 266 | $ 90 |
Employee severance costs | 16 | 14 |
Restructuring costs | 5 | 19 |
Lease termination costs | 15 | 6 |
Acquisition costs | 83 | 51 |
Acquisition-related transaction costs | 48 | 7 |
Acquisition integration charges | $ 35 | $ 44 |
Number of continuing operating segments | segment | 3 | |
Saint Louis University Hospital | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Impairment charges | $ 147 |
SHORT-TERM BORROWINGS AND LON46
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS - Interim Loan Agreement (Details) - Interim Loan Agreement - USD ($) | Jun. 16, 2015 | Mar. 31, 2015 |
Interim Loan Agreement | ||
Term of facility | 364 days | |
Aggregate principal amount | $ 400,000,000 | |
Amount paid for debt repayment | $ 400,000,000 | |
Accrued interested on debt | $ 1,000,000 |
SHORT-TERM BORROWINGS AND LON47
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS - Schedule of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Capital leases and mortgage notes | $ 758 | $ 487 |
Unamortized note discounts and premium | (35) | (21) |
Total long-term debt | 14,754 | 11,807 |
Less current portion | 112 | 112 |
Long-term debt, net of current portion | $ 14,642 | $ 11,695 |
5%, due 2019 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 5.00% | 5.00% |
Carrying amount | $ 1,100 | $ 1,100 |
5 1/2%, due 2019 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 5.50% | 5.50% |
Carrying amount | $ 500 | $ 500 |
6 3/4%, due 2020 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 6.75% | 6.75% |
Carrying amount | $ 300 | $ 300 |
8%, due 2020 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 8.00% | 8.00% |
Carrying amount | $ 750 | $ 750 |
8 1/8%, due 2022 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 8.125% | 8.125% |
Carrying amount | $ 2,800 | $ 2,800 |
6 3/4%, due 2023 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 6.75% | |
Carrying amount | $ 1,900 | |
6 7/8%, due 2031 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 6.875% | 6.875% |
Carrying amount | $ 430 | $ 430 |
6 1/4%, due 2018 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 6.25% | 6.25% |
Carrying amount | $ 1,041 | $ 1,041 |
4 3/4%, due 2020 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 4.75% | 4.75% |
Carrying amount | $ 500 | $ 500 |
6%, due 2020 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 6.00% | 6.00% |
Carrying amount | $ 1,800 | $ 1,800 |
Floating % due 2020 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Carrying amount | $ 900 | |
4 1/2%, due 2021 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 4.50% | 4.50% |
Carrying amount | $ 850 | $ 850 |
4 3/8%, due 2021 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Interest rate, stated percentage | 4.375% | 4.375% |
Carrying amount | $ 1,050 | $ 1,050 |
Credit Facility due 2016 | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Carrying amount | $ 110 | $ 220 |
SHORT-TERM BORROWINGS AND LON48
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS - Credit Agreement (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($) | Mar. 07, 2014USD ($) | |
Credit Agreement | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Revolving credit facility, maximum borrowing capacity | $ 1,000 | |
Line of credit facility, subfacility maximum available capacity | 300 | |
Carrying amount | $ 110 | |
Interest rate on borrowings (as a percent) | 2.16% | |
Standby letters of credit outstanding | $ 5 | |
Amount available for borrowing under revolving credit facility | $ 885 | |
Credit Agreement | Minimum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Unused commitment fee (as a percent) | 0.375% | |
Credit Agreement | Maximum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Unused commitment fee (as a percent) | 0.50% | |
Credit Agreement | Base rate | Minimum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Margin on variable rate (as a percent) | 1.00% | |
Credit Agreement | Base rate | Maximum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Margin on variable rate (as a percent) | 1.50% | |
Credit Agreement | LIBOR | Minimum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Margin on variable rate (as a percent) | 2.00% | |
Credit Agreement | LIBOR | Maximum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Margin on variable rate (as a percent) | 2.50% | |
Letter of Credit Facility | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Revolving credit facility, maximum borrowing capacity | $ 180 | |
Unused commitment fee (as a percent) | 0.50% | |
Standby letters of credit outstanding | $ 105 | |
Borrowing capacity after increase subject to certain conditions | $ 200 | |
Secured debt to EBITDA ratio | 3 | |
Issuance fee (percentage) | 1.875% | |
Issuance fee, based on face amount (percentage) | 0.125% | |
Letter of Credit Facility | Maximum | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Number of business days after notice, for reimbursement of amount drawn. | 3 days | |
Unused commitment fee after step down | 0.375% | |
Letter of Credit Facility | Base rate | ||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||
Margin on variable rate (as a percent) | 0.875% |
SHORT-TERM BORROWINGS AND LON49
SHORT-TERM BORROWINGS AND LONG-TERM DEBT AND LEASE OBLIGATIONS - Senior Notes (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014 | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||
Loss from early extinguishment of debt | $ 24 | $ 24 | |||
Redemption price as a percentage of principal | 100.00% | ||||
Senior Secured Notes | |||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||
Threshold limit for secured debt | $ 8,500 | ||||
Threshold limit for debt secured by a lien on par to the lien securing senior secured notes | $ 6,400 | ||||
Senior Secured Notes | Maximum | |||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||
Secured debt ratio | 4 | ||||
Secured debt ratio for debt secured by a lien on par to the lien securing senior secured notes | 3 | ||||
5%, due 2019 | |||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||
Interest rate, stated percentage | 5.00% | 5.00% | |||
Floating % due 2020 | Senior Notes | |||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||
Debt sold | $ 900 | ||||
6 3/4%, due 2020 | |||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||
Interest rate, stated percentage | 6.75% | 6.75% | |||
6 3/4%, due 2020 | LIBOR | |||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||
Margin on variable rate (as a percent) | 3.50% | ||||
6 3/4%, due 2020 | Senior Notes | |||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||
Aggregate principal amount | $ 1,900 |
GUARANTEES (Details)
GUARANTEES (Details) $ in Millions | Sep. 30, 2015USD ($) |
Income and Revenue Collection Guarantee | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | $ 100 |
Liability for the fair value of guarantees | 80 |
Income and Revenue Collection Guarantee | Other current liabilities | |
GUARANTEES | |
Guarantee obligations for recorded liabilities, current | 24 |
Income and Revenue Collection Guarantee | Liabilities Held-for-Sale | |
GUARANTEES | |
Guarantee obligations for recorded liabilities, current | 56 |
Guaranteed Investees Of Third Parties | |
GUARANTEES | |
Liability for the fair value of guarantees | 36 |
Guaranteed Investees Of Third Parties | Other current liabilities | |
GUARANTEES | |
Guarantee obligations for consoldiated subsidiaries | $ 9 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
EMPLOYEE BENEFIT PLANS | ||
Stock-based compensation costs, pretax | $ 52 | $ 38 |
2008 Stock Incentive Plan | ||
EMPLOYEE BENEFIT PLANS | ||
Shares available for issuance under the plan | 3,300,000 | |
2008 Stock Incentive Plan | Stock Options | ||
EMPLOYEE BENEFIT PLANS | ||
Expiration period from the date of grant | 10 years | |
Portion of awards vesting on each of the first three anniversary dates of the grant (as a percent) | 33.30% | |
Vesting period | 3 years | |
2008 Stock Incentive Plan | Restricted Stock Units | ||
EMPLOYEE BENEFIT PLANS | ||
Contractual right to receive shares of common stock for a stock based award | 1 | |
Portion of awards vesting on each of the first three anniversary dates of the grant (as a percent) | 33.30% | |
Vesting period | 3 years |
EMPLOYEE BENEFIT PLANS - Stock
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Stock option activity | ||
Outstanding at the beginning of the period (in shares) | 1,984,149 | |
Granted (in shares) | 0 | 0 |
Exercised (in shares) | (321,619) | (691,050) |
Forfeited/Expired (in shares) | (36,438) | |
Outstanding at the end of the period (in shares) | 1,626,092 | |
Vested and expected to vest at the end of the period (in shares) | 1,609,942 | |
Exercisable at the end of the period (in shares) | 1,347,641 | |
Weighted Average Exercise Price Per Share | ||
Outstanding at the beginning of the period (in dollars per share) | $ 24.42 | |
Exercised (in dollars per share) | 31.36 | |
Forfeited/Expired (in dollars per share) | 42.08 | |
Outstanding at the end of the period (in dollars per share) | 22.65 | |
Vested and expected to vest at the end of the period (in dollars per share) | 22.48 | |
Exercisable at the end of the period (in dollars per share) | $ 19.21 | |
Aggregate Intrinsic Value | ||
Outstanding at the end of the period | $ 24 | |
Vested and expected to vest at the end of the period | 24 | |
Exercisable at the end of the period | $ 24 | |
Weighted Average Remaining Life | ||
Outstanding at the end of the period | 3 years 10 months 24 days | |
Vested and expected to vest at the end of the period | 3 years 10 months 24 days | |
Exercisable at the end of the period | 3 years 8 months 12 days | |
Other Disclosures | ||
Aggregate Intrinsic value of awards exercised | $ 8 | $ 13 |
Period for recognition of unrecognized compensation costs | 4 months | |
Maximum | ||
Other Disclosures | ||
Unrecognized compensation costs | $ 1 |
EMPLOYEE BENEFIT PLANS - Range
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 1,626,092 |
Weighted Average Remaining Contractual life | 3 years 4 months 24 days |
Weighted Average Exercise Price (in dollars per share) | $ 22.65 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 1,347,641 |
Weighted Average Exercise Price (in dollars per share) | $ 19.21 |
Range of Exercise Prices, $0.00 to $4.569 | |
Summary information about outstanding stock options | |
Exercise price per share, low end of the range (in dollars per share) | 0 |
Exercise price per share, high end of the range (in dollars per share) | $ 4.569 |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 225,352 |
Weighted Average Remaining Contractual life | 3 years 2 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.56 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 225,352 |
Weighted Average Exercise Price (in dollars per share) | $ 4.56 |
Range of Exercise Prices, $4.57 to $25.089 | |
Summary information about outstanding stock options | |
Exercise price per share, low end of the range (in dollars per share) | 4.57 |
Exercise price per share, high end of the range (in dollars per share) | $ 25.089 |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 910,897 |
Weighted Average Remaining Contractual life | 4 years 3 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 20.99 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 910,897 |
Weighted Average Exercise Price (in dollars per share) | $ 20.99 |
Range of Exercise Prices, $25.09 to $32.569 | |
Summary information about outstanding stock options | |
Exercise price per share, low end of the range (in dollars per share) | 25.09 |
Exercise price per share, high end of the range (in dollars per share) | $ 32.569 |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 211,392 |
Weighted Average Remaining Contractual life | 1 year 3 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 27.14 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 211,392 |
Weighted Average Exercise Price (in dollars per share) | $ 27.14 |
Range of Exercise Prices, $32.57 to $42.089 | |
Summary information about outstanding stock options | |
Exercise price per share, low end of the range (in dollars per share) | 32.57 |
Exercise price per share, high end of the range (in dollars per share) | $ 42.089 |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 278,451 |
Weighted Average Remaining Contractual life | 2 years 4 months 24 days |
Weighted Average Exercise Price (in dollars per share) | $ 39.31 |
EMPLOYEE BENEFIT PLANS - Restri
EMPLOYEE BENEFIT PLANS - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Performance-based - 3 year vesting | ||||||
Other Disclosures | ||||||
Percentage of restricted stock units, which will vest three years from the grant date | 200.00% | |||||
Restricted Stock Units | ||||||
Restricted stock unit activity | ||||||
Unvested at the beginning of the period (in shares) | 3,299,720 | 3,299,720 | ||||
Granted (in shares) | 1,718,057 | |||||
Vested (in shares) | (1,112,855) | |||||
Forfeited (in shares) | (167,700) | |||||
Unvested at the end of the period (in shares) | 3,737,222 | 3,299,720 | ||||
Weighted Average Grant Date Fair Value Per Unit | ||||||
Unvested at the beginning of the period (in dollars per share) | $ 40.99 | $ 40.99 | ||||
Granted (in dollars per share) | 45.51 | |||||
Vested (in dollars per share) | 37.78 | |||||
Forfeited (in dollars per share) | 42.15 | |||||
Unvested at the end of the period (in dollars per share) | $ 44.71 | $ 40.99 | ||||
Other Disclosures | ||||||
Unrecognized compensation costs | $ 121 | |||||
Period for recognition of unrecognized compensation costs | 2 years 4 months 24 days | |||||
Restricted Stock Units | Newest Director | ||||||
Other Disclosures | ||||||
Initial grant received (in shares) | 1,311 | |||||
Pro-rated annual grant (in shares) | 526 | |||||
Vesting period | 3 years | |||||
Restricted Stock Units | Non Employee Directors | ||||||
Other Disclosures | ||||||
Restricted stock that will vest and be settled on the third anniversary of the grant date (in shares) | 43,847 | |||||
Restricted Stock Units | Time-vesting | ||||||
Restricted stock unit activity | ||||||
Granted (in shares) | 1,142,230 | 1,045,750 | ||||
Other Disclosures | ||||||
Restricted stock that will vest and be settled over a three-year period from the grant date (in shares) | 1,067,383 | 944,249 | ||||
Restricted stock that will vest and be settled on the tenth anniversary of the grant date (in shares) | 23,435 | |||||
Percentage of restricted stock units which will vest on the tenth anniversary of the grant date | 100.00% | |||||
Restricted stock that will vest and be settled on the fifth anniversary of the grant date (in shares) | 31,000 | 63,623 | ||||
Percentage of restricted stock units, which will vest on the fifth anniversary of the grant date | 100.00% | 100.00% | ||||
Restricted stock that will vest and be settled on the third anniversary of the grant date (in shares) | 14,443 | |||||
Percentage of restricted stock units, which will vest three years from the grant date | 100.00% | |||||
Vesting period | 3 years | 3 years | ||||
Restricted Stock Units | Performance-based vesting | ||||||
Restricted stock unit activity | ||||||
Granted (in shares) | 306,968 | 271,815 | ||||
Other Disclosures | ||||||
Term for achievement of specified performance goal | 1 year | |||||
Vesting period | 3 years | |||||
Restricted Stock Units | Performance-based vesting | Minimum | ||||||
Other Disclosures | ||||||
Awards vesting (as a percent) | 0.00% | |||||
Restricted Stock Units | Performance-based vesting | Maximum | ||||||
Other Disclosures | ||||||
Awards vesting (as a percent) | 200.00% | |||||
Restricted Stock Units | Performance-based - 3 year vesting | ||||||
Other Disclosures | ||||||
Restricted stock that will vest and be settled over a three-year period from the grant date (in shares) | 538,837 | |||||
Vesting period | 3 years | |||||
Special Retention Restricted Stock Units | ||||||
Restricted stock unit activity | ||||||
Granted (in shares) | 450,943 | |||||
Special Retention Restricted Stock Units | Performance-based vesting | ||||||
Other Disclosures | ||||||
Awards vesting (as a percent) | 66.70% | |||||
Special Retention Restricted Stock Units | Performance-based - 1 year vesting | ||||||
Other Disclosures | ||||||
Vesting period | 1 year | |||||
Awards vesting (as a percent) | 50.00% | |||||
Special Retention Restricted Stock Units | Performance-based - 4 year vesting | ||||||
Other Disclosures | ||||||
Vesting period | 4 years | |||||
Awards vesting (as a percent) | 50.00% | |||||
Special Retention Restricted Stock Units | Performance-based - 5 year vesting | ||||||
Other Disclosures | ||||||
Awards vesting (as a percent) | 33.30% |
EQUITY - Changes in Shareholder
EQUITY - Changes in Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Changes in Shareholders' Equity | |||
Balances | $ 785 | $ 878 | |
Net income (loss) | (10) | (29) | |
Distributions paid to noncontrolling interests | (35) | (27) | |
Contributions from noncontrolling interests | 2 | 5 | |
Other comprehensive income | $ 4 | 9 | 4 |
Purchases (sales) of businesses and noncontrolling interests | 212 | (12) | |
Stock-based compensation expense and issuance of common stock | 55 | 47 | |
Balances | 1,018 | 1,018 | 866 |
Common Stock | |||
Changes in Shareholders' Equity | |||
Balances | $ 7 | $ 7 | |
Balances (in shares) | 98,382 | 96,860 | |
Net income (loss) | |||
Stock-based compensation expense and issuance of common stock (in shares) | 1,210 | 1,364 | |
Balances | $ 7 | $ 7 | $ 7 |
Balances (in shares) | 99,592 | 99,592 | 98,224 |
Additional Paid-in Capital | |||
Changes in Shareholders' Equity | |||
Balances | $ 4,614 | $ 4,572 | |
Purchases (sales) of businesses and noncontrolling interests | 130 | (22) | |
Stock-based compensation expense and issuance of common stock | 54 | 47 | |
Balances | $ 4,798 | 4,798 | 4,597 |
Accumulated Other Comprehensive Loss | |||
Changes in Shareholders' Equity | |||
Balances | (182) | (24) | |
Other comprehensive income | 9 | 4 | |
Balances | (173) | (173) | (20) |
Accumulated Deficit | |||
Changes in Shareholders' Equity | |||
Balances | (1,410) | (1,422) | |
Net income (loss) | (43) | (49) | |
Balances | (1,453) | (1,453) | (1,471) |
Treasury Stock | |||
Changes in Shareholders' Equity | |||
Balances | (2,378) | $ (2,378) | |
Net income (loss) | |||
Stock-based compensation expense and issuance of common stock | 1 | ||
Balances | (2,377) | (2,377) | $ (2,378) |
Noncontrolling Interests | |||
Changes in Shareholders' Equity | |||
Balances | 134 | 123 | |
Net income (loss) | 33 | 20 | |
Distributions paid to noncontrolling interests | (35) | (27) | |
Contributions from noncontrolling interests | 2 | 5 | |
Purchases (sales) of businesses and noncontrolling interests | 82 | 10 | |
Balances | $ 216 | $ 216 | $ 131 |
EQUITY - Redeemable Noncontroll
EQUITY - Redeemable Noncontrolling Interests - Carondelet JV (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Feb. 11, 2015 | Dec. 31, 2014 | Oct. 31, 2013 |
Interests acquired and other disclosures | ||||||
Controlling interest acquired (as a percent) | 50.10% | |||||
Redeemable noncontrolling interest | $ 1,682 | $ 401 | ||||
Valley Baptist Health System | ||||||
Interests acquired and other disclosures | ||||||
Controlling interest acquired (as a percent) | 51.00% | |||||
Redeemable noncontrolling interests | Valley Baptist Health System | Seller | ||||||
Interests acquired and other disclosures | ||||||
Non-controlling interest (as a percent) | 49.00% | |||||
Noncontrolling interest acquired during the period (as a percent) | 49.00% | |||||
Redeemable noncontrolling interests | Carondelet JV [Member] | ||||||
Interests acquired and other disclosures | ||||||
Controlling interest acquired (as a percent) | 60.00% | |||||
Non-controlling interest (as a percent) | 40.00% | |||||
Redeemable noncontrolling interest | $ 68 |
EQUITY - Redeemable Noncontro57
EQUITY - Redeemable Noncontrolling Interests - CHI (Details) - Conifer $ in Millions | 1 Months Ended |
Jan. 31, 2015USD ($)Institution | |
Redeemable noncontrolling interests | |
Interests acquired and other disclosures | |
Increase in redeemable noncontrolling interest | $ 47 |
Catholic Health Initiatives | |
Interests acquired and other disclosures | |
Term of extension and expansion agreement | 10 years |
Number of hospitals | Institution | 92 |
Catholic Health Initiatives | Redeemable noncontrolling interests | |
Interests acquired and other disclosures | |
Non-controlling interest (as a percent) | 23.80% |
EQUITY - Redeemable Noncontro58
EQUITY - Redeemable Noncontrolling Interests - Vanguard (Details) $ in Millions | Feb. 11, 2015USD ($) | Oct. 31, 2013Institution | Sep. 30, 2015USD ($) | Jun. 30, 2015 |
Interests acquired and other disclosures | ||||
Controlling interest acquired (as a percent) | 50.10% | |||
Purchase of noncontrolling interest | $ 254 | |||
Valley Baptist Health System | ||||
Interests acquired and other disclosures | ||||
Controlling interest acquired (as a percent) | 51.00% | |||
Number of hospitals | Institution | 2 | |||
Additional paid-in capital recorded | $ 270 | |||
Ownership interest after acquisition (as a percent) | 100.00% | |||
Redeemable noncontrolling interests | Valley Baptist Health System | ||||
Interests acquired and other disclosures | ||||
Purchase of noncontrolling interest | $ 254 | |||
Redeemable noncontrolling interests | Valley Baptist Health System | Seller | ||||
Interests acquired and other disclosures | ||||
Non-controlling interest (as a percent) | 49.00% | |||
Noncontrolling interest acquired during the period (as a percent) | 49.00% |
EQUITY - Changes in Redeemable
EQUITY - Changes in Redeemable Noncontrolling Interests (Details) $ in Millions | Jun. 16, 2015Institution | Jun. 30, 2015Institution | Jun. 30, 2015Institution | Sep. 30, 2015USD ($)item | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||||||
Distributions paid to noncontrolling interests | $ (35) | $ (27) | ||||
Contributions from noncontrolling interests | 2 | 5 | ||||
Number of ambulatory surgery centers | Institution | 49 | |||||
Number of diagnostic imaging centers | Institution | 20 | |||||
Controlling interest acquired (as a percent) | 50.10% | 50.10% | ||||
Redeemable noncontrolling interest | $ 1,682 | $ 401 | ||||
United Surgical Partners International | ||||||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||||||
Number of ambulatory surgery centers | 49 | 49 | 9 | |||
Number of diagnostic imaging centers | Institution | 20 | 20 | ||||
Controlling interest acquired (as a percent) | 50.10% | |||||
Redeemable noncontrolling interest | $ 1,330 | |||||
United Surgical Partners International | Minimum | ||||||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||||||
Equity necessary for joint venture (as a percent) | 12.50% | |||||
United Surgical Partners International | Maximum | ||||||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||||||
Equity necessary for joint venture (as a percent) | 25.00% | |||||
United Surgical Partners International | Maximum | Call Option | ||||||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||||||
Controlling interest acquired (as a percent) | 100.00% | |||||
Redeemable noncontrolling interests | ||||||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||||||
Balances at beginning of period | $ 401 | 340 | ||||
Net income | 86 | 24 | ||||
Distributions paid to noncontrolling interests | (30) | (3) | ||||
Contributions from noncontrolling interests | 1 | 10 | ||||
Purchases and sales of businesses and noncontrolling interests, net | 1,224 | 25 | ||||
Balances at end of period | $ 1,682 | $ 396 |
PROPERTY AND PROFESSIONAL AND60
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Other operating expense, net | |||
Insurance coverage | |||
Malpractice expense | $ 202 | $ 170 | |
Professional and General Liability Insurance | |||
Insurance coverage | |||
Self insurance reserve | $ 751 | $ 681 | |
Loss contingency discount rate, maturity rate period | 7 years | 7 years | |
Risk-free discount rate (as a percent) | 1.75% | 1.97% |
CLAIMS AND LAWSUITS (Details)
CLAIMS AND LAWSUITS (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Nov. 30, 2014USD ($) | Dec. 31, 2006defendant | Jun. 30, 2006defendant | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($)defendantitem | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Clinica de la Mama Investigations and Qui Tam Action | |||||||||
Loss Contingencies | |||||||||
Number of defendants | defendant | 4 | ||||||||
Number of hospitals whose contractual arrangements with HMM is under civil and criminal investigations | defendant | 4 | ||||||||
Number of hospitals which could reimburse government program payments if the plaintiffs in the pending civil litigation were to prevail | defendant | 4 | ||||||||
Clinica de la Mama Investigations and Qui Tam Action | Minimum | |||||||||
Loss Contingencies | |||||||||
Time period for which the investigation is focused. | 3 months | ||||||||
Clinica de la Mama Investigations and Qui Tam Action | Maximum | |||||||||
Loss Contingencies | |||||||||
Time period for which the investigation is focused. | 13 years | ||||||||
ICDs | |||||||||
Loss Contingencies | |||||||||
Number of hospitals under governmental review | item | 56 | ||||||||
Settlement amount | $ 12 | ||||||||
Debt Collection Activities Review | Conifer | |||||||||
Loss Contingencies | |||||||||
Litigation reserve | $ 6 | ||||||||
Settlement amount | 5 | ||||||||
Consumer debt forgiveness amount | $ 1 | ||||||||
Number of years periodic reports are required | 5 years | ||||||||
Debt Collection Activities Review | Conifer | Maximum | |||||||||
Loss Contingencies | |||||||||
Civil penalty paid | $ 1 | ||||||||
Ordinary Course Matters | |||||||||
Loss Contingencies | |||||||||
Escrow deposits | $ 6 | ||||||||
Settlement amount | $ 14 | ||||||||
Ordinary Course Matters | Discontinued operations | |||||||||
Loss Contingencies | |||||||||
Litigation reserve | $ 8 | $ 12 | |||||||
Antitrust Class Action Lawsuit | |||||||||
Loss Contingencies | |||||||||
Number of defendants | defendant | 8 | 3 | |||||||
Antitrust Class Action Lawsuit | Forecast | |||||||||
Loss Contingencies | |||||||||
Settlement amount | $ 42 |
CLAIMS AND LAWSUITS - Reconcili
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Loss Contingencies | ||
Other | $ 3 | |
Continuing operations | ||
Loss Contingencies | ||
Other | 2 | |
Discontinued operations | ||
Loss Contingencies | ||
Other | 1 | |
Claims, lawsuits, and regulatory proceedings | ||
Loss Contingencies | ||
Litigation reserve, Balances at Beginning of Period | 83 | $ 70 |
Litigation and Investigation costs | (64) | (37) |
Cash Payments | (57) | (16) |
Litigation reserve, Balances at End of Period | 93 | 91 |
Claims, lawsuits, and regulatory proceedings | Continuing operations | ||
Loss Contingencies | ||
Litigation reserve, Balances at Beginning of Period | 73 | 64 |
Litigation and Investigation costs | (67) | (19) |
Cash Payments | (49) | (10) |
Litigation reserve, Balances at End of Period | 93 | 73 |
Claims, lawsuits, and regulatory proceedings | Discontinued operations | ||
Loss Contingencies | ||
Litigation reserve, Balances at Beginning of Period | 10 | 6 |
Litigation and Investigation costs | 3 | (18) |
Cash Payments | $ (8) | (6) |
Litigation reserve, Balances at End of Period | $ 18 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes | ||||
Income tax benefit (expense) | $ (11) | $ 18 | $ 11 | |
State income tax expense | $ 11 | |||
Tax benefits related to net income of noncontrolling interests | (33) | |||
Continued operations pre-tax earnings | 40 | $ 1 | 77 | $ 6 |
Tax benefit, amended state tax returns | 17 | |||
Other tax expense | 12 | |||
Increase in estimated liabilities for uncertain tax positions | 1 | |||
Unrecognized tax benefits | 36 | 36 | ||
Unrecognized tax benefits which, if recognized, would impact effective tax rate | 34 | 34 | ||
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months | 5 | 5 | ||
Net operating loss carryforwards subject to expiration | $ 2,000 | 2,000 | ||
Continuing operations | ||||
Income Taxes | ||||
Interest and penalties related to accrued liabilities for uncertain tax positions, recognized | $ 4 |
EARNINGS (LOSS) PER COMMON SH64
EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net Income Available (Loss Attributable) to Common Shareholders (Numerator) | ||||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share | $ (28) | $ 10 | $ (42) | $ (27) |
Effect of dilutive stock options and restricted stock units | ||||
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share | $ (28) | $ 10 | $ (42) | $ (27) |
Weighted Average Shares (Denominator) | ||||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share | 99,537 | 98,036 | 99,160 | 97,625 |
Effect of dilutive stock options, restricted stock units and deferred compensation units on the diluted shares (in weighted average shares) | 2,890 | |||
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share | 99,537 | 100,926 | 99,160 | 97,625 |
Per-Share Amount | ||||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share | $ (0.28) | $ 0.10 | $ (0.42) | $ (0.27) |
Effect of dilutive stock options and restricted stock units (Per-Share) | ||||
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share | $ (0.28) | $ 0.10 | $ (0.42) | $ (0.27) |
EARNINGS (LOSS) PER COMMON SH65
EARNINGS (LOSS) PER COMMON SHARE - Antidilutive securities (Details) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee stock options, restricted stock units and deferred compensation units | |||
Antidilutive securities | |||
Anti-dilutive securities excluded from computation of earnings per share | 2,500 | 2,449 | 2,332 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Recurring basis - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair value of assets and liabilities measured on recurring basis | ||
Marketable securities-current | $ 2 | |
Investments in Reserve Yield Plus Fund | $ 2 | 2 |
Marketable debt securities-noncurrent | 61 | 60 |
Investments | 63 | 64 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Marketable securities-current | 2 | |
Marketable debt securities-noncurrent | 24 | 54 |
Investments | $ 24 | $ 56 |
Estimated fair value of the long-term debt instrument as a percentage of carrying value | 102.60% | 105.00% |
Significant Other Observable Inputs (Level 2) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Investments in Reserve Yield Plus Fund | $ 2 | $ 2 |
Marketable debt securities-noncurrent | 36 | 5 |
Investments | 38 | 7 |
Significant Unobservable Inputs (Level 3) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Marketable debt securities-noncurrent | 1 | 1 |
Investments | $ 1 | $ 1 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ / shares in Units, $ in Millions | Jun. 16, 2015USD ($)stateitemInstitution | Jun. 30, 2015Institution | Sep. 30, 2015USD ($)state$ / shares | Jun. 30, 2015Institution | Sep. 30, 2014USD ($)$ / shares | Sep. 30, 2015USD ($)stateitemInstitution$ / shares | Sep. 30, 2014USD ($)$ / shares | Dec. 31, 2014USD ($) |
Business Acquisition | ||||||||
Number of ambulatory surgery centers | Institution | 49 | |||||||
Number of states | state | 14 | 14 | ||||||
Number of short-stay surgical hospitals | Institution | 19 | |||||||
Controlling interest acquired (as a percent) | 50.10% | 50.10% | ||||||
Number of diagnostic imaging centers | Institution | 20 | |||||||
Loss from early extinguishment of debt | $ (24) | $ (24) | ||||||
Preliminary purchase price allocations | ||||||||
Goodwill | $ 6,606 | $ 6,606 | $ 3,913 | |||||
Pro Forma Information - Unaudited | ||||||||
Net operating revenues | 4,692 | 4,378 | 13,992 | 12,738 | ||||
Equity in earnings of unconsolidated affiliates | 28 | 4 | 48 | 9 | ||||
Net income available (loss attributable) to common shareholders | $ (29) | $ 1 | $ (74) | $ (72) | ||||
Net earnings (loss) per share available (attributable) to common shareholders | $ / shares | $ (0.29) | $ 0.01 | $ (0.75) | $ (0.74) | ||||
Pro Forma | ||||||||
Pro Forma Information - Unaudited | ||||||||
Equity in earnings of unconsolidated affiliates | $ 28 | $ 32 | $ 91 | $ 83 | ||||
United Surgical Partners International | ||||||||
Business Acquisition | ||||||||
Number of ambulatory surgery centers | 49 | 49 | 9 | |||||
Payment contributed to joint venture | $ 424 | |||||||
Controlling interest acquired (as a percent) | 50.10% | |||||||
Number of diagnostic imaging centers | Institution | 20 | 20 | ||||||
Assumed debt | $ 1,500 | |||||||
United Surgical Partners International | Pro Forma | ||||||||
Business Acquisition | ||||||||
Loss from early extinguishment of debt | $ 30 | |||||||
Series of individual business acquisitions | ||||||||
Preliminary purchase price allocations | ||||||||
Current assets | 319 | 319 | ||||||
Property and equipment | 503 | 503 | ||||||
Other intangible assets | 359 | 359 | ||||||
Goodwill | 2,913 | 2,913 | ||||||
Other long-term assets | 657 | 657 | ||||||
Current liabilities | (353) | (353) | ||||||
Deferred taxes - long term | (128) | (128) | ||||||
Other long-term liabilities | (2,025) | (2,025) | ||||||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | (1,443) | (1,443) | ||||||
Noncontrolling interests | (82) | (82) | ||||||
Net cash paid | 720 | 720 | ||||||
Transaction costs related to prospective and closed acquisitions | $ 48 | |||||||
European Surgical Partners Ltd | ||||||||
Business Acquisition | ||||||||
Purchase price | $ 226 | |||||||
Number of private hospitals | Institution | 9 | 9 | ||||||
European Surgical Partners Ltd | United Surgical Partners International | ||||||||
Preliminary purchase price allocations | ||||||||
Current assets | 238 | $ 238 | ||||||
Property and equipment | 347 | 347 | ||||||
Other intangible assets | 359 | 359 | ||||||
Goodwill | 2,781 | 2,781 | ||||||
Other long-term assets | 657 | 657 | ||||||
Current liabilities | (303) | (303) | ||||||
Deferred taxes - long term | (128) | (128) | ||||||
Other long-term liabilities | (1,989) | (1,989) | ||||||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | (1,332) | (1,332) | ||||||
Noncontrolling interests | (64) | (64) | ||||||
Net cash paid | $ 566 | $ 566 | ||||||
Carondelet JV [Member] | ||||||||
Business Acquisition | ||||||||
Number of hospitals | Institution | 3 | |||||||
Number of licensed beds | item | 900 | |||||||
Hi Desert Medical Center [Member] | ||||||||
Business Acquisition | ||||||||
Number of licensed beds | item | 59 | |||||||
Hi Desert Medical Center [Member] | Nursing facility | ||||||||
Business Acquisition | ||||||||
Number of licensed beds | item | 120 | |||||||
USPI Entity | ||||||||
Business Acquisition | ||||||||
Number of ambulatory surgery centers | 249 | 252 | ||||||
Number of states | state | 29 | 29 | 29 | |||||
Number of short-stay surgical hospitals | 18 | 19 | ||||||
Number of diagnostic imaging centers | 20 | 20 |
SEGMENT INFORMATION - General I
SEGMENT INFORMATION - General Information and Customer Concentration (Details) | Jun. 16, 2015stateitemInstitution | Jun. 30, 2015Institution | Jun. 30, 2015Institution | Sep. 30, 2015stateplanitemInstitution |
SEGMENT INFORMATION | ||||
Number of hospitals owned by subsidiaries | 83 | |||
Number of short-stay surgical hospitals | 19 | |||
Number of ambulatory surgery centers | 49 | |||
Number of diagnostic imaging centers | 20 | |||
Number of hospitals temporarily closed for repairs | 1 | |||
Number of licensed beds in hospitals operated by subsidiaries | item | 21,527 | |||
Number of states where subsidiaries had operations | state | 14 | |||
Number of provider-based outpatient centers operated by subsidiaries | 425 | |||
Number of health plans | plan | 6 | |||
United Surgical Partners International | ||||
SEGMENT INFORMATION | ||||
Number of ambulatory surgery centers | 49 | 49 | 9 | |
Number of diagnostic imaging centers | 20 | 20 | ||
European Surgical Partners Ltd | ||||
SEGMENT INFORMATION | ||||
Number of private hospitals | 9 | 9 | ||
USPI Entity | ||||
SEGMENT INFORMATION | ||||
Number of short-stay surgical hospitals | 18 | 19 | ||
Number of ambulatory surgery centers | 249 | 252 | ||
Number of diagnostic imaging centers | 20 | 20 | ||
Number of states where subsidiaries had operations | state | 29 | 29 | ||
Minimum | Conifer | ||||
SEGMENT INFORMATION | ||||
Number of Tenet and non-Tenet Hospitals and other health care organizations to which Conifer provided revenue cycle services | 800 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
SEGMENT INFORMATION | |||||
Assets | $ 23,173 | $ 23,173 | $ 18,141 | ||
Capital expenditures: | 207 | $ 211 | 566 | $ 734 | |
Net operating revenues | 4,692 | 4,175 | 13,608 | 12,138 | |
Adjusted EBITDA | 566 | 459 | 1,663 | 1,306 | |
Depreciation and amortization | 185 | 207 | 589 | 609 | |
Adjusted EBITDA and other reconciling items | |||||
Adjusted EBITDA | 566 | 459 | 1,663 | 1,306 | |
Depreciation and amortization | (185) | (207) | (589) | (609) | |
Impairment and restructuring charges, and acquisition-related costs | (44) | (37) | (266) | (90) | |
Litigation and investigation costs | (50) | (4) | (67) | (19) | |
Interest expense | (248) | (186) | (664) | (558) | |
Loss from early extinguishment of debt | (24) | (24) | |||
Investment earnings | 1 | ||||
Net income from continuing operations, before income taxes | 40 | 1 | 77 | 6 | |
Hospital operations and other | |||||
SEGMENT INFORMATION | |||||
Assets | 17,027 | 17,027 | 17,008 | ||
Conifer | |||||
SEGMENT INFORMATION | |||||
Assets | 1,167 | 1,167 | 929 | ||
Ambulatory Care | |||||
SEGMENT INFORMATION | |||||
Assets | 4,979 | 4,979 | $ 204 | ||
Operating segments | Hospital operations and other | |||||
SEGMENT INFORMATION | |||||
Capital expenditures: | 194 | 205 | 536 | 711 | |
Net operating revenues | 4,179 | 3,945 | 12,505 | 11,468 | |
Adjusted EBITDA | 383 | 386 | 1,259 | 1,098 | |
Depreciation and amortization | 156 | 199 | 525 | 583 | |
Adjusted EBITDA and other reconciling items | |||||
Adjusted EBITDA | 383 | 386 | 1,259 | 1,098 | |
Depreciation and amortization | (156) | (199) | (525) | (583) | |
Operating segments | Conifer | |||||
SEGMENT INFORMATION | |||||
Capital expenditures: | 6 | 4 | 16 | 17 | |
Net operating revenues | 347 | 296 | 1,029 | 866 | |
Adjusted EBITDA | 61 | 47 | 204 | 139 | |
Depreciation and amortization | 12 | 5 | 36 | 15 | |
Adjusted EBITDA and other reconciling items | |||||
Adjusted EBITDA | 61 | 47 | 204 | 139 | |
Depreciation and amortization | (12) | (5) | (36) | (15) | |
Operating segments | Conifer | Tenet | |||||
SEGMENT INFORMATION | |||||
Net operating revenues | 163 | 148 | 488 | 426 | |
Operating segments | Conifer | Other customers | |||||
SEGMENT INFORMATION | |||||
Net operating revenues | 184 | 148 | 541 | 440 | |
Operating segments | Ambulatory Care | |||||
SEGMENT INFORMATION | |||||
Capital expenditures: | 7 | 2 | 14 | 6 | |
Net operating revenues | 329 | 82 | 562 | 230 | |
Adjusted EBITDA | 122 | 26 | 200 | 69 | |
Depreciation and amortization | 17 | 3 | 28 | 11 | |
Adjusted EBITDA and other reconciling items | |||||
Adjusted EBITDA | 122 | 26 | 200 | 69 | |
Depreciation and amortization | (17) | (3) | (28) | (11) | |
Intercompany eliminations | |||||
SEGMENT INFORMATION | |||||
Net operating revenues | $ (163) | $ (148) | $ (488) | $ (426) |