Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 28, 2019 | |
Entity Information [Line Items] | |||
Entity Interactive Data Current | Yes | ||
Entity Address, Address Line One | 14201 Dallas Parkway | ||
Entity Registrant Name | TENET HEALTHCARE CORP | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Central Index Key | 0000070318 | ||
Document Type | 10-K | ||
Document Quarterly Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1.2 | ||
Entity Common Stock, Shares Outstanding (in shares) | 104,288,796 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Tax Identification Number | 95-2557091 | ||
Document Transition Report | false | ||
Entity File Number | 1-7293 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75254 | ||
City Area Code | 469 | ||
Local Phone Number | 893-2200 | ||
Common Stock | New York Stock Exchange | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common stock, | ||
Security Exchange Name | NYSE | ||
Trading Symbol | THC | ||
6.875% Senior Notes due 2031 | New York Stock Exchange | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 6.875% Senior Notes due 2031 | ||
Security Exchange Name | NYSE | ||
Trading Symbol | THC31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 262 | $ 411 |
Accounts receivable | 2,743 | 2,595 |
Inventories of supplies, at cost | 310 | 305 |
Income tax receivable | 10 | 21 |
Assets held for sale | 387 | 107 |
Other current assets | 1,369 | 1,197 |
Total current assets | 5,081 | 4,636 |
Investments and other assets | 2,369 | 1,456 |
Deferred income taxes | 169 | 312 |
Property and equipment, at cost, less accumulated depreciation and amortization ($5,498 at December 31, 2019 and $5,221 at December 31, 2018) | 6,878 | |
Property and equipment, at cost, less accumulated depreciation and amortization ($5,498 at December 31, 2019 and $5,221 at December 31, 2018) | 6,993 | |
Goodwill | 7,252 | 7,281 |
Other intangible assets, at cost, less accumulated amortization ($1,092 at December 31, 2019 and $1,013 at December 31, 2018) | 1,602 | 1,731 |
Total assets | 23,351 | 22,409 |
Current liabilities: | ||
Current portion of long-term debt | 171 | 182 |
Accounts payable | 1,204 | 1,207 |
Accrued compensation and benefits | 877 | 838 |
Professional and general liability reserves | 330 | 216 |
Accrued interest payable | 245 | 240 |
Liabilities held for sale | 44 | 43 |
Other current liabilities | 1,334 | 1,131 |
Total current liabilities | 4,205 | 3,857 |
Long-term debt, net of current portion | 14,580 | 14,644 |
Professional and general liability reserves | 585 | 666 |
Defined benefit plan obligations | 560 | 521 |
Deferred income taxes | 27 | 36 |
Other long-term liabilities | 1,405 | 578 |
Total liabilities | 21,362 | 20,302 |
Commitments and contingencies | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 1,506 | 1,420 |
Shareholders’ equity: | ||
Common stock, $0.05 par value; authorized 262,500,000 shares; 152,540,815 shares issued at December 31, 2019 and 150,897,143 shares issued at December 31, 2018 | 7 | 7 |
Additional paid-in capital | 4,760 | 4,747 |
Accumulated other comprehensive loss | (257) | (223) |
Accumulated deficit | (2,467) | (2,236) |
Common stock in treasury, at cost, 48,344,195 shares at December 31, 2019 and 48,359,705 shares at December 31, 2018 | (2,414) | (2,414) |
Total shareholders’ deficit | (371) | (119) |
Noncontrolling interests | 854 | 806 |
Total equity | 483 | 687 |
Total liabilities and equity | $ 23,351 | $ 22,409 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation and amortization | $ 5,498 | $ 5,221 |
Other intangible assets, accumulated amortization | $ 1,092 | $ 1,013 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, number of shares authorized (in shares) | 262,500,000 | 262,500,000 |
Common stock, number of shares issued (in shares) | 152,540,815 | 150,897,143 |
Common stock, number of shares held in treasury (in shares) | 48,344,195 | 48,359,705 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net operating revenues before provision for doubtful accounts | $ 20,613 | ||
Provision for doubtful accounts | 1,434 | ||
Net operating revenues | $ 18,479 | $ 18,313 | 19,179 |
Equity in earnings of unconsolidated affiliates | 175 | 150 | 144 |
Operating expenses: | |||
Salaries, wages and benefits | 8,704 | 8,634 | 9,274 |
Supplies | 3,057 | 3,004 | 3,085 |
Other operating expenses, net | 4,189 | 4,256 | 4,561 |
Depreciation and amortization | 850 | 802 | 870 |
Impairment and restructuring charges, and acquisition-related costs | 185 | 209 | 541 |
Litigation and investigation costs | 141 | 38 | 23 |
Net losses (gains) on sales, consolidation and deconsolidation of facilities | 15 | (127) | (144) |
Operating income | 1,513 | 1,647 | 1,113 |
Interest expense | (985) | (1,004) | (1,028) |
Other non-operating expense, net | (5) | (5) | (22) |
Gain (loss) from early extinguishment of debt | (227) | 1 | (164) |
Income (loss) from continuing operations, before income taxes | 296 | 639 | (101) |
Income tax expense | (153) | (176) | (219) |
Income (loss) from continuing operations, before discontinued operations | 143 | 463 | (320) |
Discontinued operations: | |||
Income from operations | 15 | 4 | 0 |
Income tax expense | (4) | (1) | 0 |
Income from discontinued operations | 11 | 3 | 0 |
Net income (loss) | 154 | 466 | (320) |
Less: Net income available to noncontrolling interests | 386 | 355 | 384 |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | (232) | 111 | (704) |
Amounts available (attributable) to Tenet Healthcare Corporation common shareholders | |||
Income (loss) from continuing operations, net of tax | (243) | 108 | (704) |
Income from discontinued operations, net of tax | 11 | 3 | 0 |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ (232) | $ 111 | $ (704) |
Basic | |||
Continuing operations (in usd per share) | $ (2.35) | $ 1.06 | $ (7) |
Discontinued operations (in usd per share) | 0.11 | 0.03 | 0 |
Total loss per share, Basic (in usd per share) | (2.24) | 1.09 | (7) |
Diluted | |||
Continuing operations (in usd per share) | (2.35) | 1.04 | (7) |
Discontinued operations (in usd per share) | 0.11 | 0.03 | 0 |
Total loss per share, Diluted (in usd per share) | $ (2.24) | $ 1.07 | $ (7) |
Weighted average shares and dilutive securities outstanding (in thousands): | |||
Basic (in shares) | 103,398 | 102,110 | 100,592 |
Diluted (in shares) | 103,398 | 103,881 | 100,592 |
CONSOLIDATED STATEMENTS OF OTHE
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 154 | $ 466 | $ (320) |
Other comprehensive income (loss): | |||
Adjustments for defined benefit plans | (52) | (29) | 42 |
Amortization of net actuarial loss included in other non-operating expense, net | 10 | 14 | 14 |
Unrealized gains (losses) on debt securities held as available-for-sale | 0 | 0 | 6 |
Sale of foreign subsidiary | 0 | 37 | 0 |
Foreign currency translation adjustments | 0 | (4) | 15 |
Other comprehensive income (loss) before income taxes | (42) | 18 | 77 |
Income tax benefit (expense) related to items of other comprehensive income (loss) | 8 | 6 | (23) |
Total other comprehensive income (loss), net of tax | (34) | 24 | 54 |
Comprehensive net income (loss) | 120 | 490 | (266) |
Less: Comprehensive income attributable to noncontrolling interests | 386 | 355 | 384 |
Comprehensive income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ (266) | $ 135 | $ (650) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2016 | 99,686 | ||||||
Beginning balance at Dec. 31, 2016 | $ 1,082 | $ 7 | $ 4,827 | $ (258) | $ (1,742) | $ (2,417) | $ 665 |
Changes in Shareholders' Equity | |||||||
Net income (loss) | (559) | (704) | 145 | ||||
Distributions paid to noncontrolling interests | (123) | (123) | |||||
Other comprehensive income (loss) | 54 | 54 | |||||
Accretion of redeemable noncontrolling interests | (33) | (33) | |||||
Purchases (sales) of businesses and noncontrolling interests | 3 | 4 | (1) | ||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 1,286 | ||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 59 | 61 | (2) | ||||
Ending balance (in shares) at Dec. 31, 2017 | 100,972 | ||||||
Ending balance at Dec. 31, 2017 | 539 | $ 7 | 4,859 | (204) | (2,390) | (2,419) | 686 |
Changes in Shareholders' Equity | |||||||
Net income (loss) | 276 | 111 | 165 | ||||
Distributions paid to noncontrolling interests | (148) | (148) | |||||
Other comprehensive income (loss) | 24 | 24 | |||||
Accretion of redeemable noncontrolling interests | (173) | (173) | |||||
Purchases (sales) of businesses and noncontrolling interests | 106 | 3 | 103 | ||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 1,565 | ||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 63 | 58 | 5 | ||||
Ending balance (in shares) at Dec. 31, 2018 | 102,537 | ||||||
Ending balance at Dec. 31, 2018 | 687 | $ 7 | 4,747 | (223) | (2,236) | (2,414) | 806 |
Changes in Shareholders' Equity | |||||||
Net income (loss) | (38) | (232) | 194 | ||||
Distributions paid to noncontrolling interests | (162) | (162) | |||||
Other comprehensive income (loss) | (34) | (34) | |||||
Accretion of redeemable noncontrolling interests | (18) | (18) | |||||
Purchases (sales) of businesses and noncontrolling interests | 9 | (7) | 16 | ||||
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) | 1,660 | ||||||
Stock-based compensation expense, tax benefit and issuance of common stock | 38 | 38 | |||||
Ending balance (in shares) at Dec. 31, 2019 | 104,197 | ||||||
Ending balance at Dec. 31, 2019 | $ 483 | $ 7 | $ 4,760 | $ (257) | $ (2,467) | $ (2,414) | $ 854 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | |||
Net income (loss) | $ 154 | $ 466 | $ (320) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 850 | 802 | 870 |
Provision for doubtful accounts | 1,434 | ||
Deferred income tax expense | 137 | 150 | 200 |
Stock-based compensation expense | 42 | 46 | 59 |
Impairment and restructuring charges, and acquisition-related costs | 185 | 209 | 541 |
Litigation and investigation costs | 141 | 38 | 23 |
Net losses (gains) on sales, consolidation and deconsolidation of facilities | 15 | (127) | (144) |
Loss (gain) from early extinguishment of debt | 227 | (1) | 164 |
Equity in earnings of unconsolidated affiliates, net of distributions received | (32) | (12) | (18) |
Amortization of debt discount and debt issuance costs | 35 | 45 | 44 |
Pre-tax income from discontinued operations | (15) | (4) | 0 |
Other items, net | (15) | (21) | (18) |
Changes in cash from operating assets and liabilities: | |||
Accounts receivable | (247) | (134) | (1,448) |
Inventories and other current assets | (94) | 17 | (35) |
Income taxes | 8 | (3) | (38) |
Accounts payable, accrued expenses and other current liabilities | 36 | (152) | (10) |
Other long-term liabilities | 3 | (102) | 26 |
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (192) | (163) | (125) |
Net cash used in operating activities from discontinued operations, excluding income taxes | (5) | (5) | (5) |
Net cash provided by operating activities | 1,233 | 1,049 | 1,200 |
Cash flows from investing activities: | |||
Purchases of property and equipment — continuing operations | (670) | (617) | (707) |
Purchases of businesses or joint venture interests, net of cash acquired | (25) | (113) | (50) |
Proceeds from sales of facilities and other assets — continuing operations | 63 | 543 | 827 |
Proceeds from sales of facilities and other assets — discontinued operations | 17 | 0 | 0 |
Proceeds from sales of marketable securities, long-term investments and other assets | 82 | 199 | 36 |
Purchases of marketable securities and equity investments | (62) | (148) | (81) |
Other long-term assets | (24) | 15 | (10) |
Other items, net | 0 | 6 | 6 |
Net cash provided by (used in) investing activities | (619) | (115) | 21 |
Cash flows from financing activities: | |||
Repayments of borrowings under credit facility | (2,640) | (950) | (970) |
Proceeds from borrowings under credit facility | 2,640 | 950 | 970 |
Repayments of other borrowings | (6,131) | (312) | (4,139) |
Proceeds from other borrowings | 5,719 | 23 | 3,795 |
Debt issuance costs | (70) | 0 | (62) |
Distributions paid to noncontrolling interests | (307) | (288) | (258) |
Proceeds from sale of noncontrolling interests | 21 | 20 | 31 |
Purchases of noncontrolling interests | (11) | (647) | (729) |
Proceeds from exercise of stock options and employee stock purchase plan | 12 | 16 | 7 |
Other items, net | 4 | 54 | 29 |
Net cash used in financing activities | (763) | (1,134) | (1,326) |
Net decrease in cash and cash equivalents | (149) | (200) | (105) |
Cash and cash equivalents at beginning of period | 411 | 611 | 716 |
Cash and cash equivalents at end of period | 262 | 411 | 611 |
Supplemental disclosures: | |||
Interest paid, net of capitalized interest | (946) | (976) | (939) |
Income tax payments, net | $ (12) | $ (25) | $ (56) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Description of Business Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Through an expansive care network that includes USPI Holding Company, Inc. (“USPI”), at December 31, 2019 , we operated 65 hospitals and over 500 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, urgent care and imaging centers, and other care sites and clinics. We hold noncontrolling interests in 109 of these facilities, which are recorded using the equity method of accounting. We also operate Conifer Health Solutions, through our Conifer Holdings, Inc. (“Conifer”) subsidiary, which provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other customers . Effective June 16, 2015, we completed a transaction that combined our freestanding ambulatory surgery and imaging center assets with the surgical facility assets of United Surgical Partners International, Inc. into our joint venture, USPI. In April 2016, we paid $127 million to purchase additional shares, which increased our ownership interest in USPI from 50.1% to approximately 56.3% . In July 2017, we paid $716 million for the purchase of additional shares and the final adjustment to the 2016 purchase price, which increased our ownership interest in USPI to 80.0% . In April 2018, we paid approximately $630 million for the purchase of an additional 15% ownership interest in USPI and the final adjustment to the 2017 purchase price, which increased our ownership interest in USPI to 95% . Basis of Presentation Our Consolidated Financial Statements include the accounts of Tenet and its wholly owned and majority-owned subsidiaries. We eliminate intercompany accounts and transactions in consolidation, and we include the results of operations of businesses that are newly acquired in purchase transactions from their dates of acquisition. We account for significant investments in other affiliated companies using the equity method. Unless otherwise indicated, all financial and statistical data included in these notes to our Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per-share amounts). Effective January 1, 2019, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) using the modified retrospective transition approach as of the period of adoption. Our financial statements for periods prior to January 1, 2019 were not modified for the application of the new lease accounting standard. The main difference between the guidance in ASU 2016-02 and previous accounting principles generally accepted in the United States of America (“GAAP”) is the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under previous GAAP. Upon adoption of ASU 2016-02, we recorded $822 million of right-of-use assets, net of deferred rent, associated with operating leases in investments and other assets in our consolidated balance sheet, $147 million of current liabilities associated with operating leases in other current liabilities in our consolidated balance sheet and $715 million of long-term liabilities associated with operating leases in other long-term liabilities in our consolidated balance sheet. We also recognized $1 million of cumulative effect adjustment that decreased accumulated deficit at January 1, 2019. Effective January 1, 2018, we adopted the FASB ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) using a modified retrospective method of application to all contracts existing on January 1, 2018. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For our Hospital Operations and other and Ambulatory Care segments, the adoption of ASU 2014-09 resulted in changes to our presentation and disclosure of revenue primarily related to uninsured or underinsured patients. Prior to the adoption of ASU 2014-09, a significant portion of our provision for doubtful accounts related to uninsured patients, as well as co-pays, co-insurance amounts and deductibles owed to us by patients with insurance. Under ASU 2014-09, the estimated uncollectable amounts due from these patients are generally considered implicit price concessions that are a direct reduction to net operating revenues, with a corresponding material reduction in the amounts presented separately as provision for doubtful accounts. For the year ended December 31, 2018, we recorded approximately $1.422 billion of implicit price concessions as a direct reduction of net operating revenues that would have been recorded as provision for doubtful accounts prior to the adoption of ASU 2014-09. At January 1, 2018, we reclassified $171 million of revenues related to patients who were still receiving inpatient care in our facilities at that date from accounts receivable, less allowance for doubtful accounts, to contract assets, which are included in other current assets in the accompanying Consolidated Balance Sheet at December 31, 2018. The adoption of ASU 2014-09 also resulted in changes to our presentation and disclosure of customer contract assets and liabilities and the assessment of variable consideration under customer contracts, which are further discussed in Note 4. Also effective January 1, 2018, we early adopted ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220)” (“ASU 2018-02”), which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded income tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) and requires certain disclosures about stranded income tax effects. We applied the amendments in ASU 2018-02 in the period of adoption, resulting in a reclassification that decreased accumulated deficit and increased accumulated other comprehensive loss by $36 million of stranded income tax effects in the year ended December 31, 2018. In addition, we adopted ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”) effective January 1, 2018, which supersedes the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and require equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures and limited liability companies) to be measured at fair value with changes in the fair value recognized through net income. Upon adoption of ASU 2016-01 on January 1, 2018, we recorded a cumulative effect adjustment to decrease accumulated deficit by $7 million for unrealized gains on equity securities. Certain prior-year amounts have been reclassified to conform to current year presentation. In our accompanying Consolidated Statements of Operations, electronic health record incentives have been reclassified to other operating expenses, net, as they are no longer significant enough to present separately. In our accompanying Consolidated Statements of Cash Flows, purchases of marketable securities have been reclassified from other items, net within cash flows from investing activities to purchases of marketable securities and equity investments. Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Although we believe all adjustments considered necessary for a fair presentation have been included, actual results may vary from those estimates. 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. Translation of Foreign Currencies During the year ended December 31, 2019, we formed our Global Business Center (“GBC”) in the Republic of the Philippines. The GBC’s accounts are measured in its local currency (the Philippine peso) and then translated into U.S. dollars. We divested European Surgical Partners Limited (“Aspen”) in August 2018; prior to that time, Aspen’s accounts were measured in its local currency (the pound sterling) and then translated into U.S. dollars. All assets and liabilities denominated in foreign currency are translated using the current rate of exchange at the balance sheet date. Results of operations denominated in foreign currency are translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. Net Operating Revenues ASU 2014-09 was issued to clarify the principles for recognizing revenue, to remove inconsistencies and weaknesses in revenue recognition requirements, and to provide a more robust framework for addressing revenue issues. Our adoption of ASU 2014-09 was accomplished using a modified retrospective method of application, and our accounting policies related to revenues were revised accordingly effective January 1, 2018, as discussed below. We recognize net operating revenues in the period in which we satisfy our performance obligations under contracts by transferring services to our customers. Net operating revenues are recognized in the amounts we expect to be entitled to, which are the transaction prices allocated for the distinct services. Net operating revenues for our Hospital Operations and other and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients (“ Compact ”) and other uninsured discount and charity programs. Net operating revenues for our Conifer segment primarily consist of revenues from providing revenue cycle management services to healthcare systems, as well as individual hospitals, physician practices, self-insured organizations, health plans and other entities. Net Patient Service Revenues— We report net patient service revenues at the amounts that reflect the consideration we expect to be entitled to in exchange for providing patient care. These amounts are due from patients, third-party payers (including managed care payers and government programs) and others, and they include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews and investigations. Generally, we bill our patients and third-party payers several days after the services are performed or shortly after discharge. Revenues are recognized as performance obligations are satisfied. We determine performance obligations based on the nature of the services we provide. We recognize revenues for performance obligations satisfied over time based on actual charges incurred in relation to total expected charges. We believe that this method provides a faithful depiction of the transfer of services over the term of performance obligations based on the inputs needed to satisfy the obligations. Generally, performance obligations satisfied over time relate to patients in our hospitals receiving inpatient acute care services. We measure performance obligations from admission to the point when there are no further services required for the patient, which is generally the time of discharge. We recognize revenues for performance obligations satisfied at a point in time, which generally relate to patients receiving outpatient services, when: (1) services are provided; and (2) we do not believe the patient requires additional services. Because our patient service performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in ASC 606-10-50-14(a) and, therefore, we are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above are primarily related to inpatient acute care services at the end of the reporting period. The performance obligations for these contracts are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period. We determine the transaction price based on gross charges for services provided, reduced by contractual adjustments provided to third-party payers, discounts provided to uninsured patients in accordance with our Compact , and implicit price concessions provided primarily to uninsured patients. We determine our estimates of contractual adjustments and discounts based on contractual agreements, our discount policies and historical experience. We determine our estimate of implicit price concessions based on our historical collection experience with these classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Gross charges are retail charges. They are not the same as actual pricing, and they generally do not reflect what a hospital is ultimately paid and, therefore, are not displayed in our consolidated statements of operations. Hospitals are typically paid amounts that are negotiated with insurance companies or are set by the government. Gross charges are used to calculate Medicare outlier payments and to determine certain elements of payment under managed care contracts (such as stop-loss payments). Because Medicare requires that a hospital’s gross charges be the same for all patients (regardless of payer category), gross charges are what hospitals charge all patients prior to the application of discounts and allowances. Revenues under the traditional fee-for-service Medicare and Medicaid programs are based primarily on prospective payment systems. Retrospectively determined cost-based revenues under these programs, which were more prevalent in earlier periods, and certain other payments, such as Indirect Medical Education, Direct Graduate Medical Education, disproportionate share hospital and bad debt expense reimbursement, which are based on our hospitals’ cost reports, are estimated using historical trends and current factors. Cost report settlements under these programs are subject to audit by Medicare and Medicaid auditors and administrative and judicial review, and it can take several years until final settlement of such matters is determined and completely resolved. Because the laws, regulations, instructions and rule interpretations governing Medicare and Medicaid reimbursement are complex and change frequently, the estimates we record could change by material amounts. We have a system and estimation process for recording Medicare net patient service revenue and estimated cost report settlements. As a result, we record accruals to reflect the expected final settlements on our cost reports. For filed cost reports, we record the accrual based on those cost reports and subsequent activity, and record a valuation allowance against those cost reports based on historical settlement trends. The accrual for periods for which a cost report is yet to be filed is recorded based on estimates of what we expect to report on the filed cost reports, and a corresponding valuation allowance is recorded as previously described. Cost reports generally must be filed within five months after the end of the annual cost reporting period. After the cost report is filed, the accrual and corresponding valuation allowance may need to be adjusted. Settlements with third-party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care using the most likely outcome method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. Revenues under managed care plans are based primarily on payment terms involving predetermined rates per diagnosis, per-diem rates, discounted fee-for-service rates and/or other similar contractual arrangements. These revenues are also subject to review and possible audit by the payers, which can take several years before they are completely resolved. The payers are billed for patient services on an individual patient basis. An individual patient’s bill is subject to adjustment on a patient-by-patient basis in the ordinary course of business by the payers following their review and adjudication of each particular bill. We estimate the discounts for contractual allowances at the individual hospital level utilizing billing data on an individual patient basis. At the end of each month, on an individual hospital basis, we estimate our expected reimbursement for patients of managed care plans based on the applicable contract terms. Contractual allowance estimates are periodically reviewed for accuracy by taking into consideration known contract terms, as well as payment history. We believe our estimation and review process enables us to identify instances on a timely basis where such estimates need to be revised. We do not believe there were any adjustments to estimates of patient bills that were material to our revenues. In addition, on a corporate-wide basis, we do not record any general provision for adjustments to estimated contractual allowances for managed care plans. Managed care accounts, net of contractual allowances recorded, are further reduced to their net realizable value through implicit price concessions based on historical collection trends for these payers and other factors that affect the estimation process. We know of no claims, disputes or unsettled matters with any payer that would materially affect our revenues for which we have not adequately provided in the accompanying Consolidated Financial Statements. Generally, patients who are covered by third-party payers are responsible for related co-pays, co-insurance and deductibles, which vary in amount. We also provide services to uninsured patients and offer uninsured patients a discount from standard charges. We estimate the transaction price for patients with co-pays, co-insurance and deductibles and for those who are uninsured based on historical collection experience and current market conditions. Under our Compact and other uninsured discount programs, the discount offered to certain uninsured patients is recognized as a contractual allowance, which reduces net operating revenues at the time the self-pay accounts are recorded. The uninsured patient accounts, net of contractual allowances recorded, are further reduced to their net realizable value at the time they are recorded through implicit price concessions based on historical collection trends for self-pay accounts and other factors that affect the estimation process. There are various factors that can impact collection trends, such as changes in the economy, which in turn have an impact on unemployment rates and the number of uninsured and underinsured patients, the volume of patients through our emergency departments, the increased burden of co-pays, co-insurance amounts and deductibles to be made by patients with insurance, and business practices related to collection efforts. These factors continuously change and can have an impact on collection trends and our estimation process. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to net patient service revenues in the period of the change. We have provided implicit price concessions, primarily to uninsured patients and patients with co-pays, co-insurance and deductibles. The implicit price concessions included in estimating the transaction price represent the difference between amounts billed to patients and the amounts we expect to collect based on our collection history with similar patients. Although outcomes vary, our policy is to attempt to collect amounts due from patients, including co-pays, co-insurance and deductibles due from patients with insurance, at the time of service while complying with all federal and state statutes and regulations, including, but not limited to, the Emergency Medical Treatment and Active Labor Act (“EMTALA”). Generally, as required by EMTALA, patients may not be denied emergency treatment due to inability to pay. Therefore, services, including the legally required medical screening examination and stabilization of the patient, are performed without delaying to obtain insurance information. In non-emergency circumstances or for elective procedures and services, it is our policy to verify insurance prior to a patient being treated; however, there are various exceptions that can occur. Such exceptions can include, for example, instances where (1) we are unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, (2) a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid or Victims of Crime, and it takes several days or weeks before qualification for such benefits is confirmed or denied, and (3) under physician orders we provide services to patients that require immediate treatment. We also provide charity care to patients who are financially unable to pay for the healthcare services they receive. Most patients who qualify for charity care are charged a per-diem amount for services received, subject to a cap. Except for the per-diem amounts, our policy is not to pursue collection of amounts determined to qualify as charity care; therefore, we do not report these amounts in net operating revenues. Patient advocates from Conifer’s Medical Eligibility Program screen patients in the hospital to determine whether those patients meet eligibility requirements for financial assistance programs. They also expedite the process of applying for these government programs. Conifer Revenues— Our Conifer segment recognizes revenue from its contracts when Conifer’s performance obligations are satisfied, which is generally as services are rendered. Revenue is recognized in an amount that reflects the consideration to which Conifer expects to be entitled. At contract inception, Conifer assesses the services specified in its contracts with customers and identifies a performance obligation for each distinct contracted service. Conifer identifies the performance obligations and considers all the services provided under the contract. Conifer generally considers the following distinct services as separate performance obligations: • revenue cycle management services; • value-based care services; • patient communication and engagement services; • consulting services; and • other client-defined projects. Conifer’s contracts generally consist of fixed-price, volume-based or contingency-based fees. Conifer’s long-term contracts typically provide for Conifer to deliver recurring monthly services over a multi-year period. The contracts are typically priced such that Conifer’s monthly fee to its customer represents the value obtained by the customer in the month for those services. Such multi-year service contracts may have upfront fees related to transition or integration work performed by Conifer to set up the delivery for the ongoing services. Such transition or integration work typically does not result in a separately identifiable obligation; thus, the fees and expenses related to such work are deferred and recognized over the life of the related contractual service period. Revenue for fixed-priced contracts is typically recognized at the time of billing unless evidence suggests that the revenue is earned or Conifer’s obligations are fulfilled in a different pattern. Revenue for volume-based contracts is typically recognized as the services are being performed at the contractually billable rate, which is generally a percentage of collections or a percentage of client net patient revenue. 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 $262 million and $411 million at December 31, 2019 and 2018 , respectively. At December 31, 2019 and 2018 , our book overdrafts were $246 million and $288 million , respectively, which were classified as accounts payable. At December 31, 2019 and 2018 , $176 million and $177 million , respectively, of total cash and cash equivalents in the accompanying Consolidated Balance Sheets were intended for the operations of our captive insurance subsidiaries, and $2 million and $8 million , respectively, of total cash and cash equivalents in the accompanying Consolidated Balance Sheets were intended for the operations of our health plan-related businesses. At December 31, 2019 , 2018 and 2017 , we had $136 million , $135 million and $117 million , respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $119 million , $114 million and $79 million , respectively, were included in accounts payable. During the years ended December 31, 2019 , 2018 and 2017 , we recorded non-cancellable capital (finance) leases of $141 million , $149 million and $162 million , respectively, primarily for equipment. Investments in Debt and Equity Securities Prior to the adoption of ASU 2016-01 on January 1, 2018, we classified investments in debt and equity securities as either available-for-sale, held-to-maturity or as part of a trading portfolio. We carried securities classified as available-for-sale at fair value. We reported their unrealized gains and losses, net of taxes, as accumulated other comprehensive income (loss) unless we determined that a loss was other-than-temporary, at which point we would record a loss in our consolidated statements of operations. We included realized gains or losses in our consolidated statements of operations based on the specific identification method. Subsequent to the adoption of ASU 2016-01 on January 1, 2018, we classify investments in debt securities as either available-for-sale, held-to-maturity or as part of a trading portfolio, but these classifications are no longer applicable to equity securities. At December 31, 2019 , we had no significant investments in debt securities classified as either held-to-maturity or trading. We carry debt securities classified as available-for-sale at fair value. We report their unrealized gains and losses, net of taxes, as accumulated other comprehensive income (loss) unless we determine that a loss is other-than-temporary, at which point we would record a loss in our consolidated statements of operations. We carry equity securities at fair value, and we report their unrealized gains and losses in other non-operating expense, net, in our consolidated statements of operations. We include realized gains or losses in our consolidated statements of operations based on the specific identification method. Investments in Unconsolidated Affiliates We control 238 of the facilities within our Ambulatory Care segment and, therefore, consolidate their results. We account for many of the facilities our Ambulatory Care segment operates ( 108 of 346 at December 31, 2019 ), as well as additional companies in which our Hospital Operations and other segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Consolidated Statements of Operations. Summarized financial information for these equity method investees is included in the following table; among the equity method investees are four North Texas hospitals in which we held minority interests and that were operated by our Hospital Operations and other segment through the divestiture of these investments effective March 1, 2018. We recorded a gain of $11 million in the year ended December 31, 2018 due to the sales of our minority interest in these hospitals. For investments acquired during the reported periods, amounts reflect 100% of the investee’s results beginning on the date of our acquisition of the investment. December 31, 2019 December 31, 2018 December 31, 2017 Current assets $ 1,180 $ 842 $ 805 Noncurrent assets $ 1,042 $ 662 $ 1,223 Current liabilities $ (372 ) $ (313 ) $ (354 ) Noncurrent liabilities $ (739 ) $ (430 ) $ (389 ) Noncontrolling interests $ (579 ) $ (530 ) $ (490 ) Years Ended December 31, 2019 2018 2017 Net operating revenues $ 2,680 $ 2,469 $ 2,907 Net income $ 765 $ 599 $ 558 Net income attributable to the investees $ 499 $ 372 $ 363 Our equity method investment that contributes the most to our equity in earnings of unconsolidated affiliates is Texas Health Ventures Group, LLC (“THVG”), which is operated by USPI. THVG represented $79 million of the total $175 million equity in earnings of unconsolidated affiliates we recognized for the year ended December 31, 2019 , $70 million of the total $150 million equity in earnings of unconsolidated affiliates we recognized for the year ended December 31, 2018 and $69 million of the total $144 million equity in earnings of unconsolidated affiliates we recognized for the year ended December 31, 2017 . Property and Equipment Additions and improvements to property and equipment exceeding established minimum amounts with a useful life greater than one year are capitalized at cost. Expenditures for maintenance and repairs are charged to expense as incurred. We use the straight-line method of depreciation for buildings, building improvements and equipment. The estimated useful life for buildings and improvements is primarily 15 to 40 years , and for equipment three to 15 years . Newly constructed hospitals are usually depreciated over 50 years . Interest costs related to construction projects are capitalized. In the years ended December 31, 2019 , 2018 and 2017 , capitalized interest was $11 million , $7 million and $15 million , respectively. We evaluate our long-lived assets for possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future undiscounted cash flows. If the estimated future undiscounted cash flows are less than the carrying value of the assets, we calculate the amount of an impairment if the carrying value of the long-lived assets exceeds the fair value of the assets. The fair value of the assets is estimated based on appraisals, established market values of comparable assets or internal estimates of future net cash flows expected to result from the use and ultimate d |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Noncontrolling Interests Our noncontrolling interests balances at December 31, 2019 and 2018 in the accompanying Consolidated Statements of Changes in Equity were comprised of $114 million and $112 million , respectively, from our Hospital Operations and other segment, and $740 million and $694 million , respectively, from our Ambulatory Care segment. Our net income attributable to noncontrolling interests for the years ended December 31, 2019 , 2018 and 2017 were comprised of $16 million , $8 million and $11 million , respectively, from our Hospital Operations and other segment, and $178 million , $157 million and $134 million , respectively, from our Ambulatory Care segment. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable Additional Disclosures [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The principal components of accounts receivable are shown in the table below: December 31, 2019 December 31, 2018 Continuing operations: Patient accounts receivable $ 2,567 $ 2,427 Estimated future recoveries 162 148 Net cost reports and settlements receivable and valuation allowances 12 18 2,741 2,593 Discontinued operations 2 2 Accounts receivable, net $ 2,743 $ 2,595 Accounts that are pursued for collection through Conifer’s business offices are maintained on our hospitals’ books and reflected in patient accounts receivable. Patient accounts receivable, including billed accounts and certain unbilled accounts, as well as estimated amounts due from third-party payers for retroactive adjustments, are receivables if our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. Estimated uncollectable amounts are generally considered implicit price concessions that are a direct reduction to patient accounts receivable rather than allowance for doubtful accounts. We had $316 million and $213 million of receivables recorded in other current assets and investments and other assets, respectively, and $115 million and $57 million of payables recorded in other current liabilities and other long-term liabilities, respectively, in the accompanying Consolidated Balance Sheet at December 31, 2019 related to California’s provider fee program. We had $278 million and $231 million of receivables recorded in other current assets and investments and other assets, respectively, and $100 million and $42 million of payables recorded in other current liabilities and other long-term liabilities, respectively, in the accompanying Consolidated Balance Sheet at December 31, 2018 related to California’s provider fee program. We also provide financial assistance through our charity and uninsured discount programs to uninsured patients who are unable to pay for the healthcare services they receive. Our policy is not to pursue collection of amounts determined to qualify for financial assistance; therefore, we do not report these amounts in net operating revenues. Most states include an estimate of the cost of charity care in the determination of a hospital’s eligibility for Medicaid disproportionate share hospital (“DSH”) payments. These payments are intended to mitigate our cost of uncompensated care. Some states have also developed provider fee or other supplemental payment programs to mitigate the shortfall of Medicaid reimbursement compared to the cost of caring for Medicaid patients. The following table shows our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses and which exclude the costs of our health plan businesses) of caring for our uninsured and charity patients in the years ended December 31, 2019 , 2018 and 2017 . Years Ended December 31, 2019 2018 2017 Estimated costs for: Uninsured patients $ 666 $ 640 $ 648 Charity care patients 156 124 121 Total $ 822 $ 764 $ 769 |
CONTRACT BALANCES
CONTRACT BALANCES | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | CONTRACT BALANCES Hospital Operations and Other Segment Amounts related to services provided to patients for which we have not billed and that do not meet the conditions of unconditional right to payment at the end of the reporting period are contract assets. For our Hospital Operations and other segment, our contract assets consist primarily of services that we have provided to patients who are still receiving inpatient care in our facilities at the end of the reporting period. Our Hospital Operations and other segment’s contract assets are included in other current assets in the accompanying Consolidated Balance Sheet at December 31, 2019. The opening and closing balances of contract assets for our Hospital Operations and other segment are as follows: December 31, 2018 $ 169 December 31, 2019 170 Increase/(decrease) $ 1 January 1, 2018 $ 171 December 31, 2018 169 Increase/(decrease) $ (2 ) Approximately 85% of our Hospital Operations and other segment’s contract assets meet the conditions for unconditional right to payment and are reclassified to patient receivables within 90 days. Conifer Segment Conifer enters into contracts with customers to sell revenue cycle management and other services, such as value-based care, consulting and project services. The payment terms and conditions in our customer contracts vary. In some cases, customers are invoiced in advance and (for other than fixed-price fee arrangements) a true-up to the actual fee is included on a subsequent invoice. In other cases, payment is due in arrears. In addition, some contracts contain performance incentives, penalties and other forms of variable consideration. When the timing of Conifer’s delivery of services is different from the timing of payments made by the customers, Conifer recognizes either unbilled revenue (performance precedes contractual right to invoice the customer) or deferred revenue (customer payment precedes Conifer service performance). In the following table, customers that prepay prior to obtaining control/benefit of the service are represented by deferred contract revenue until the performance obligations are satisfied. Unbilled revenue represents arrangements in which Conifer has provided services to and the customer has obtained control/benefit of services prior to the contractual invoice date. Contracts with payment in arrears are recognized as receivables in the month the service is performed. The opening and closing balances of Conifer’s receivables, contract asset, and current and long-term contract liabilities are as follows: Contract Liability- Contract Liability- Contract Asset- Current Long-Term Receivables Unbilled Revenue Deferred Revenue Deferred Revenue December 31, 2018 $ 42 $ 11 $ 61 $ 20 December 31, 2019 26 11 61 18 Increase/(decrease) $ (16 ) $ — $ — $ (2 ) January 1, 2018 $ 89 $ 10 $ 80 $ 21 December 31, 2018 42 11 61 20 Increase/(decrease) $ (47 ) $ 1 $ (19 ) $ (1 ) The difference between the opening and closing balances of Conifer’s contract assets and contract liabilities are primarily related to prepayments for those customers who are billed in advance, changes in estimates related to metric-based services, and up-front integration services that are typically not distinct and are, therefore, recognized over the performance obligation period to which they relate. Our Conifer segment’s receivables and contract assets are reported as part of other current assets in our accompanying Consolidated Balance Sheets, and our Conifer segment’s current and long-term contract liabilities are reported as part of other current liabilities and other long-term liabilities, respectively, in our accompanying Consolidated Balance Sheets. The amount of revenue Conifer recognized in the years ended December 31, 2019 and 2018 that was included in the opening current deferred revenue liability was $61 million and $72 million , respectively. This revenue consists primarily of prepayments for those customers who are billed in advance, changes in estimates related to metric-based services, and up-front integration services that are recognized over the services period. Contract Costs We have elected to apply the practical expedient provided by FASB Accounting Standards Codification 340-40-25-4 and expense as incurred the incremental customer contract acquisition costs for contracts in which the amortization period of the asset is one year or less. However, incremental costs incurred to obtain and fulfill customer contracts for which the amortization period of the asset is longer than one year, which consist primarily of Conifer deferred contract setup costs, are capitalized and amortized on a straight-line basis over the lesser of their estimated useful lives or the term of the related contract. During the years ended December 31, 2019 , 2018 and 2017 , we recognized amortization expense of $5 million , $11 million and 10 million , respectively. At December 31, 2019 and 2018 , the unamortized customer contract costs were $25 million and $28 million Net operating revenues for our Hospital Operations and other and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact and other uninsured discount and charity programs. Net operating revenues for our Conifer segment primarily consist of revenues from providing revenue cycle management services to healthcare systems, as well as individual hospitals, physician practices, self-insured organizations, health plans and other entities. The table below shows our sources of net operating revenues less provision for doubtful accounts and implicit price concessions from continuing operations: Years Ended December 31, 2019 2018 2017 Hospital Operations and other: Net patient service revenues from hospitals and related Medicare $ 2,888 $ 2,882 $ 3,243 Medicaid 1,193 1,294 1,304 Managed care 9,516 9,213 9,583 Uninsured 92 96 91 Indemnity and other 679 596 608 Total 14,368 14,081 14,829 Other revenues (1) 1,154 1,204 1,431 Hospital Operations and other total prior to 15,522 15,285 16,260 Ambulatory Care 2,158 2,085 1,940 Conifer 1,372 1,533 1,597 Inter-segment eliminations (573 ) (590 ) (618 ) Net operating revenues $ 18,479 $ 18,313 $ 19,179 (1) Primarily physician practices revenues. Adjustments for prior-year cost reports and related valuation allowances, principally related to Medicare and Medicaid, increased revenues in the years ended December 31, 2019 , 2018 and 2017 by $27 million , $24 million and $35 million , respectively. Estimated cost report settlements and valuation allowances are included in accounts receivable in the accompanying Consolidated Balance Sheets (see Note 3). We believe that we have made adequate provision for any adjustments that may result from final determination of amounts earned under all the above arrangements with Medicare and Medicaid. The table below shows the composition of net operating revenues for our Ambulatory Care segment: Years Ended December 31, 2019 2018 2017 Net patient service revenues $ 2,040 $ 1,965 $ 1,816 Management fees 95 92 93 Revenue from other sources 23 28 31 Net operating revenues $ 2,158 $ 2,085 $ 1,940 The table below shows the composition of net operating revenues for our Conifer segment: Years Ended December 31, 2019 2018 2017 Revenue cycle services – Tenet $ 556 $ 568 $ 583 Revenue cycle services – other customers 713 855 891 Other services – Tenet 17 22 35 Other services – other customers 86 88 88 Net operating revenues $ 1,372 $ 1,533 $ 1,597 Other services represent approximately 8% of Conifer’s revenue and include value-based care services, consulting services and other client-defined projects. Performance Obligations The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume or contingency based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed-fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Years Ending December 31, Later Years Total 2020 2021 2022 2023 2024 Performance obligations $ 7,347 $ 601 $ 598 $ 598 $ 597 $ 550 $ 4,403 |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE In the three months ended December 31, 2019 , two of our hospitals and other operations in the Memphis area met the criteria to be classified as held for sale. As a result, we have classified these assets totaling $387 million as “assets held for sale” in current assets and the related liabilities of $44 million as “liabilities held for sale” in current liabilities in the accompanying Consolidated Balance Sheet at December 31, 2019. We recorded impairment charges of $26 million in the year ended December 31, 2019 for the write-down of the assets held for sale to their estimated fair value, less estimated costs to sell, as a result of the planned divestiture of these assets. Assets and liabilities classified as held for sale at December 31, 2019 were comprised of the following: Accounts receivable $ 108 Other current assets 24 Investments and other long-term assets 6 Property and equipment 184 Other intangible assets 23 Goodwill 42 Current liabilities (35 ) Long-term liabilities (9 ) Net assets held for sale $ 343 In the three months ended March 31, 2019, we completed the sale of three of our hospitals in the Chicago area, as well as other operations affiliated with the hospitals; these assets and liabilities were classified as held for sale beginning in the three months ended December 31, 2017. Related to this transaction, we recorded a loss on sale of $14 million in the year ended December 31, 2019 , and impairment charges of $24 million and $73 million in the years ended December 31, 2018 and December 31, 2017 , respectively, for the write-down of the assets held for sale to their estimated fair value, less estimated costs to sell. The following table provides information on significant components of our business that have been recently disposed of or are classified as held for sale at December 31, 2019 : Years Ended December 31, 2019 2018 2017 Significant disposals: Loss from continuing operations, before income taxes Chicago area (includes a $14 million loss on sale in the 2019 period, $24 million of impairment charges in the 2018 period and $73 million of impairment charges in the 2017 period) $ (19 ) $ (41 ) $ (82 ) Total $ (19 ) $ (41 ) $ (82 ) Significant planned divestitures classified as held for sale: Income from continuing operations, before income taxes Memphis area (includes $26 million of impairment charges in the 2019 period) $ 8 $ 23 $ 33 Total $ 8 $ 23 $ 33 |
IMPAIRMENT AND RESTRUCTURING CH
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring Costs and Asset Impairment Charges [Abstract] | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS We recognized impairment charges on long-lived assets in 2019 , 2018 and 2017 because the fair values of those assets or groups of assets indicated that the carrying amount was not recoverable. The fair value estimates were derived from appraisals, established market values of comparable assets, or internal estimates of future net cash flows. These fair value estimates can change by material amounts in subsequent periods. Many factors and assumptions can impact the estimates, including the future financial results of the hospitals, how the hospitals are operated in the future, changes in healthcare industry trends and regulations, and the nature of the ultimate disposition of the assets. In certain cases, these fair value estimates assume the highest and best use of hospital assets in the future to a market place participant is other than as a hospital. In these cases, the estimates are based on the fair value of the real property and equipment if utilized other than as a hospital. The impairment recognized does not include the costs of closing the hospitals or other future operating costs, which could be substantial. Accordingly, the ultimate net cash realized from the hospitals, should we choose to sell them, could be significantly less than their impaired value. Our impairment tests presume stable, improving or, in some cases, declining operating results in our facilities, which are based on programs and initiatives being implemented that are designed to achieve 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 December 31, 2019 , our continuing operations consisted of three reportable segments, Hospital Operations and other, Ambulatory Care and Conifer. Our segments are reporting units used to perform our goodwill impairment analysis. We completed our annual impairment tests for goodwill as of October 1, 2019. We periodically incur costs to implement restructuring efforts for specific operations, which are recorded in our statement of operations as they are incurred. Our restructuring plans focus on various aspects of operations, including aligning our operations in the most strategic and cost-effective structure, such as the establishment of offshore support operations at our GBC in the Republic of the Philippines that we began in the year ended December 31, 2019 . Certain restructuring and acquisition-related costs are based on estimates. Changes in estimates are recognized as they occur. Year Ended December 31, 2019 During the year ended December 31, 2019 , we recorded impairment and restructuring charges and acquisition-related costs of $185 million , consisting of $42 million of impairment charges , $137 million of restructuring charges and $6 million of acquisition-related costs . Impairment charges consisted of $26 million of charges to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for certain of our Memphis-area facilities and $16 million of other impairment charges. Of the total impairment charges recognized for the year ended December 31, 2019 , $31 million related to our Hospital Operations and other segment, $6 million related to our Ambulatory Care segment, and $5 million related to our Conifer segment . Restructuring charges consisted of $57 million of employee severance costs, $28 million related to our GBC in the Republic of the Philippines, $6 million of contract and lease termination fees, and $46 million of other restructuring costs. Acquisition-related costs consisted of $6 million of transaction costs. Year Ended December 31, 2018 During the year ended December 31, 2018 , we recorded impairment and restructuring charges and acquisition-related costs of $209 million , consisting of $77 million of impairment charges , $115 million of restructuring charges and $17 million of acquisition-related costs. Impairment charges included $40 million for the write-down of buildings and other long-lived assets to their estimated fair values at two hospitals. Material adverse trends in our then recent estimates of future undiscounted cash flows of the hospitals indicated the carrying value of the hospitals’ long-lived assets was not recoverable from the estimated future cash flows. We believe the most significant factors contributing to the adverse financial trends included reductions in volumes of insured patients, shifts in payer mix from commercial to governmental payers combined with reductions in reimbursement rates from governmental payers, and high levels of uninsured patients. As a result, we updated the estimate of the fair value of the hospitals’ long-lived assets and compared the fair value estimate to the carrying value of the hospitals’ long-lived assets. Because the fair value estimates were lower than the carrying value of the long-lived assets, an impairment charge was recorded for the difference in the amounts. The aggregate carrying value of assets held and used of the hospitals for which impairment charges were recorded was $130 million at December 31, 2018 after recording the impairment charges. We also recorded $24 million of charges to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for certain of our Chicago-area facilities , $9 million of charges to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for Aspen and $4 million of other impairment charges. Of the total impairment charges recognized for the year ended December 31, 2018 , $67 million related to our Hospital Operations and other segment, $9 million related to our Ambulatory Care segment, and $1 million related to our Conifer segment. Restructuring charges consisted of $68 million of employee severance costs , $17 million of contract and lease termination fees , and $30 million of other restructuring costs . Acquisition-related costs consisted of $10 million of transaction costs and $7 million of acquisition integration charges . Year Ended December 31, 2017 During the year ended December 31, 2017 , we recorded impairment and restructuring charges and acquisition-related costs of $541 million , consisting of $402 million of impairment charges, $117 million of restructuring charges and $22 million of acquisition-related costs. Impairment charges consisted of $364 million of charges to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for Aspen, our Philadelphia-area facilities and certain of our Chicago-area facilities, $31 million for the impairment of two equity method investments and $7 million to write-down intangible assets. Of the total impairment charges recognized for the year ended December 31, 2017 , $337 million related to our Hospital Operations and other segment, $63 million related to our Ambulatory Care segment, and $2 million related to our Conifer segment. Restructuring charges consisted of $82 million of employee severance costs, $15 million of contract and lease termination fees, and $20 million of other restructuring costs. Acquisition-related costs consisted of $6 million of transaction costs and $16 million of acquisition integration charges. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The following table presents the components of our right-of-use assets and liabilities related to leases and their classification in our Consolidated Balance Sheet at December 31, 2019 : Component of Lease Balances Classification in Consolidated Balance Sheet December 31, 2019 Assets: Operating lease assets Investments and other assets $ 912 Finance lease assets Property and equipment, at cost, less 407 Total leased assets $ 1,319 Liabilities: Operating lease liabilities: Current Other current liabilities $ 159 Long-term Other long-term liabilities 858 Total operating lease liabilities 1,017 Finance lease liabilities: Current Current portion of long-term debt 143 Long-term Long-term debt, net of current portion 182 Total finance lease liabilities 325 Total lease liabilities $ 1,342 The following table presents the components of our lease expense and their classification in our Consolidated Statement of Operations for the year ended December 31, 2019 : Year Ended Component of Lease Expense Classification on Consolidated Statements of Operations December 31, 2019 Operating lease expense Other operating expenses, net $ 211 Finance lease expense: Amortization of leased assets Depreciation and amortization 85 Interest on lease liabilities Interest expense 15 Total finance lease expense 100 Variable and short term-lease expense Other operating expenses, net 133 Total lease expense $ 444 The weighted-average lease terms and discount rates for operating and finance leases are presented in the following table: December 31, 2019 Weighted-average remaining lease term (years) Operating leases 7.8 Finance leases 5.4 Weighted-average discount rate Operating leases 5.6 % Finance leases 5.5 % Cash flow and other information related to leases is included in the following table: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 197 Operating cash outflows from finance leases $ 18 Financing cash outflows from finance leases $ 151 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 249 Finance leases $ 141 Future maturities of lease liabilities at December 31, 2019 are presented in the following table: Operating Leases Finance Leases Total 2020 $ 159 $ 143 $ 302 2021 180 96 276 2022 160 38 198 2023 140 10 150 2024 121 9 130 Later years 504 91 595 Total lease payments 1,264 387 1,651 Less: Imputed interest 247 62 309 Total lease obligations 1,017 325 1,342 Less: Current obligations 159 143 302 Long-term lease obligations $ 858 $ 182 $ 1,040 Future maturities of lease liabilities at December 31, 2018, prior to our adoption of ASU 2016-02, are presented in the following table: Years Ending December 31, Later Years Total 2019 2020 2021 2022 2023 Capital lease obligations $ 425 $ 140 $ 95 $ 57 $ 37 $ 21 $ 75 Long-term non-cancelable operating leases $ 932 $ 171 $ 151 $ 133 $ 113 $ 92 $ 272 Rental expense under operating leases, including short-term leases, was $326 million and $340 million in the years ended December 31, 2018 and 2017 , respectively. Included in rental expense for each of these periods was sublease income of $11 million and $14 million , respectively, which was recorded as a reduction of rental expense. |
LEASES | LEASES The following table presents the components of our right-of-use assets and liabilities related to leases and their classification in our Consolidated Balance Sheet at December 31, 2019 : Component of Lease Balances Classification in Consolidated Balance Sheet December 31, 2019 Assets: Operating lease assets Investments and other assets $ 912 Finance lease assets Property and equipment, at cost, less 407 Total leased assets $ 1,319 Liabilities: Operating lease liabilities: Current Other current liabilities $ 159 Long-term Other long-term liabilities 858 Total operating lease liabilities 1,017 Finance lease liabilities: Current Current portion of long-term debt 143 Long-term Long-term debt, net of current portion 182 Total finance lease liabilities 325 Total lease liabilities $ 1,342 The following table presents the components of our lease expense and their classification in our Consolidated Statement of Operations for the year ended December 31, 2019 : Year Ended Component of Lease Expense Classification on Consolidated Statements of Operations December 31, 2019 Operating lease expense Other operating expenses, net $ 211 Finance lease expense: Amortization of leased assets Depreciation and amortization 85 Interest on lease liabilities Interest expense 15 Total finance lease expense 100 Variable and short term-lease expense Other operating expenses, net 133 Total lease expense $ 444 The weighted-average lease terms and discount rates for operating and finance leases are presented in the following table: December 31, 2019 Weighted-average remaining lease term (years) Operating leases 7.8 Finance leases 5.4 Weighted-average discount rate Operating leases 5.6 % Finance leases 5.5 % Cash flow and other information related to leases is included in the following table: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 197 Operating cash outflows from finance leases $ 18 Financing cash outflows from finance leases $ 151 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 249 Finance leases $ 141 Future maturities of lease liabilities at December 31, 2019 are presented in the following table: Operating Leases Finance Leases Total 2020 $ 159 $ 143 $ 302 2021 180 96 276 2022 160 38 198 2023 140 10 150 2024 121 9 130 Later years 504 91 595 Total lease payments 1,264 387 1,651 Less: Imputed interest 247 62 309 Total lease obligations 1,017 325 1,342 Less: Current obligations 159 143 302 Long-term lease obligations $ 858 $ 182 $ 1,040 Future maturities of lease liabilities at December 31, 2018, prior to our adoption of ASU 2016-02, are presented in the following table: Years Ending December 31, Later Years Total 2019 2020 2021 2022 2023 Capital lease obligations $ 425 $ 140 $ 95 $ 57 $ 37 $ 21 $ 75 Long-term non-cancelable operating leases $ 932 $ 171 $ 151 $ 133 $ 113 $ 92 $ 272 Rental expense under operating leases, including short-term leases, was $326 million and $340 million in the years ended December 31, 2018 and 2017 , respectively. Included in rental expense for each of these periods was sublease income of $11 million and $14 million , respectively, which was recorded as a reduction of rental expense. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Debt and Lease Obligation [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The table below shows our long-term debt as of December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Senior unsecured notes: 5.500% due 2019 $ — $ 468 6.750% due 2020 — 300 8.125% due 2022 2,800 2,800 6.750% due 2023 1,872 1,872 7.000% due 2025 478 478 6.875% due 2031 362 362 Senior secured first lien notes: 4.750% due 2020 — 500 6.000% due 2020 — 1,800 4.500% due 2021 — 850 4.375% due 2021 — 1,050 4.625% due 2024 1,870 1,870 4.625% due 2024 600 — 4.875% due 2026 2,100 — 5.125% due 2027 1,500 — Senior secured second lien notes: 7.500% due 2022 — 750 5.125% due 2025 1,410 1,410 6.250% due 2027 1,500 — Finance leases and mortgage notes 445 500 Unamortized issue costs and note discounts (186 ) (184 ) Total long-term debt 14,751 14,826 Less current portion 171 182 Long-term debt, net of current portion $ 14,580 $ 14,644 Credit Agreement We amended our senior secured revolving credit facility in September 2019 (as amended, the “Credit Agreement”) to provide, subject to borrowing availability, for revolving loans in an aggregate principal amount of up to $1.5 billion , (from a previous limit of $1.0 billion ), with a $200 million subfacility for standby letters of credit. Obligations under the Credit Agreement, which now has a scheduled maturity date of September 12, 2024, are guaranteed by substantially all of our domestic wholly owned hospital subsidiaries and are secured by a first-priority lien on the eligible inventory and accounts receivable owned by us and the subsidiary guarantors, including receivables for Medicaid supplemental payments as of the most recent amendment. Outstanding revolving loans accrue interest at a base rate plus a margin ranging from 0.25% to 0.75% per annum or the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.25% to 1.75% per annum, in each case based on available credit. An unused commitment fee payable on the undrawn portion of the revolving loans ranges from 0.25% to 0.375% per annum based on available credit. Our borrowing availability is based on a specified percentage of eligible inventory and accounts receivable, including self-pay accounts . At December 31, 2019 , we were in compliance with all covenants and conditions in our Credit Agreement. At December 31, 2019 , we had no cash borrowings outstanding under the Credit Agreement, and we had $1 million of standby letters of credit outstanding. Based on our eligible receivables, $1.499 billion was available for borrowing under the Credit Agreement at December 31, 2019 . Letter of Credit Facility We have a letter of credit facility (as amended, the “LC Facility”) that provides for the issuance of standby and documentary 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 maturity date of the LC Facility is March 7, 2021. Obligations under the LC Facility are guaranteed and secured by a first-priority pledge of the capital stock and other ownership interests of certain of our wholly owned domestic hospital subsidiaries on an equal ranking basis with our senior secured first lien notes. Drawings under any letter of credit issued under the LC Facility that we have not reimbursed within three business days after notice thereof accrue interest at a base rate plus a margin equal to 0.50% per annum. An unused commitment fee is payable at an initial rate of 0.25% per annum with a step up to 0.375% per annum should our secured debt-to-EBITDA ratio equal or exceed 3.00 to 1.00 at the end of any fiscal quarter. A fee on the aggregate outstanding amount of issued but undrawn letters of credit accrues at a rate of 1.50% per annum. An issuance fee equal to 0.125% per annum of the aggregate face amount of each outstanding letter of credit is payable to the account of the issuer of the related letter of credit. At December 31, 2019 , we were in compliance with all covenants and conditions in our LC Facility. At December 31, 2019 , we had $92 million of standby letters of credit outstanding under the LC Facility. Senior Secured Notes and Senior Unsecured Notes On August 26, 2019, we sold $600 million aggregate principal amount of 4.625% senior secured first lien notes, which will mature on September 1, 2024 (the “2024 Senior Secured First Lien Notes”), $2.1 billion aggregate principal amount of 4.875% senior secured first lien notes, which will mature on January 1, 2026 (the “2026 Senior Secured First Lien Notes”) and $1.5 billion aggregate principal amount of 5.125% senior secured first lien notes, which will mature on November 1, 2027 (the “2027 Senior Secured First Lien Notes”). We will pay interest on the 2024 Senior Secured First Lien Notes semi-annually in arrears on March 1 and September 1 of each year, which payments will commence on March 1, 2020. We will pay interest on the 2026 Senior Secured First Lien Notes semi-annually in arrears on January 1 and July 1 of each year, which payments will commence on January 1, 2020. We will pay interest on the 2027 Senior Secured First Lien Notes semi-annually in arrears on May 1 and November 1 of each year, which payments will commence on May 1, 2020. The proceeds from the sales of these notes were used, after payment of fees and expenses, together with cash on hand and borrowings under our senior secured revolving credit facility, to fund the redemptions of all $500 million aggregate principal amount of our outstanding 4.750% senior secured first lien notes due 2020, all $1.8 billion aggregate principal amount of our outstanding 6.000% senior secured first lien notes due 2020, all $850 million aggregate principal amount of our outstanding 4.500% senior secured first lien notes due 2021 and all $1.05 billion aggregate principal amount of our outstanding 4.375% senior secured first lien notes due 2021. In connection with the redemptions, we recorded a loss from early extinguishment of debt of approximately $180 million in the three months ended September 30, 2019, primarily related to the difference between the redemption prices and the par values of the notes, as well as the write-off of the associated unamortized issuance costs. On February 5, 2019, we sold $1.5 billion aggregate principal amount of 6.250% senior secured second lien notes, which will mature on February 1, 2027 (the “2027 Senior Secured Second Lien Notes”). We will pay interest on the 2027 Senior Secured Second Lien Notes semi-annually in arrears on February 1 and August 1 of each year, which payments commenced on August 1, 2019. The proceeds from the sale of the 2027 Senior Secured Second Lien Notes were used, after payment of fees and expenses, together with cash on hand and borrowings under our senior secured revolving credit facility, to fund the redemption of all $300 million aggregate principal amount of our outstanding 6.750% senior notes due 2020 and all $750 million aggregate principal amount of our outstanding 7.500% senior secured second lien notes due 2022, as well as the repayment upon maturity of all $468 million aggregate principal amount of our outstanding 5.500% senior unsecured notes due March 1, 2019. In connection with the redemptions, we recorded a loss from early extinguishment of debt of approximately $47 million in the three months ended March 31, 2019, primarily related to the difference between the redemption prices and the par values of the notes, as well as the write-off of the associated unamortized issuance costs. In December 2018 and November 2018, we purchased $22 million and $10 million , respectively, of aggregate principal amount of our 5.500% senior unsecured notes due 2019 for $22 million and $10 million , respectively. In August 2018, we purchased $38 million aggregate principal amount of our 6.875% senior unsecured notes due 2031 for $36 million , including $1 million in accrued and unpaid interest through the dates of purchase. In May 2018, we purchased $30 million aggregate principal amount of our 6.875% senior unsecured notes due 2031 for $28 million . In connection with the purchase, we recorded a loss from early extinguishment of debt of $1 million in the three months ended June 30, 2018, primarily related to the write-off of associated unamortized note discount and issuance costs, partially offset by the difference between the purchase price and the par value of the notes. In March 2018, we purchased $28 million aggregate principal amount of our 6.750% senior unsecured notes due 2023 and $22 million aggregate principal amount of our 7.000% senior unsecured notes due 2025 for $51 million , including $1 million in accrued and unpaid interest through the dates of purchase. In connection with these purchases, we recorded a loss from early extinguishment of debt of $1 million in the three months ended March 31, 2018, primarily related to the write-off of associated unamortized issuance costs. On June 14, 2017, we sold $830 million aggregate principal amount of our 4.625% senior secured first lien notes, which will mature on July 15, 2024 (the “2024 Secured First Lien Notes”). The proceeds from the sale of the 2024 Secured First Lien Notes were used, after payment of fees and expenses, together with cash on hand, to deposit with the trustee an amount sufficient to fund the redemption of all $900 million in aggregate principal amount of our outstanding floating rate senior secured notes due 2020 (the “2020 Floating Rate Notes”) on July 14, 2017, thereby fully discharging the 2020 Floating Rate Notes as of June 14, 2017. In connection with the redemption, we recorded a loss from early extinguishment of debt of $26 million in the three months ended June 30, 2017, primarily related to the difference between the redemption price and the par value of the notes, as well as the write-off of associated unamortized note discounts and issuance costs. Also on June 14, 2017, THC Escrow Corporation III (“Escrow Corp.”), a Delaware corporation established for the purpose of issuing the securities referred to in this paragraph, issued $1.040 billion in aggregate principal amount of 4.625% senior secured first lien notes due 2024 (the “Escrow Secured First Lien Notes”), $1.410 billion in aggregate principal amount of 5.125% senior secured second lien notes due 2025 (the “Escrow Secured Second Lien Notes”) and $500 million in aggregate principal amount of 7.000% senior unsecured notes due 2025 (the “Escrow Unsecured Notes”). On July 14, 2017, we (i) assumed Escrow Corp.’s obligations with respect to the Escrow Secured Second Lien Notes and (ii) effected a mandatory exchange of all outstanding Escrow Secured First Lien Notes for a like principal amount of our newly issued 2024 Secured First Lien Notes. The proceeds from the sale of the Escrow Secured Second Lien Notes and Escrow Secured First Lien Notes were released from escrow on July 14, 2017 and were used, after payment of fees and expenses, to finance our redemption on July 14, 2017 of $1.041 billion aggregate principal amount of our outstanding 6.250% senior secured notes due 2018 and $1.100 billion aggregate principal amount of our outstanding 5.000% senior unsecured notes due 2019. On August 1, 2017, we assumed Escrow Corp.’s obligations with respect to the Escrow Unsecured Notes. The proceeds from the sale of the Escrow Unsecured Notes were released from escrow on August 1, 2017 and were used, after payment of fees and expenses, to finance our redemption on August 1, 2017 of $500 million aggregate principal amount of our outstanding 8.000% senior unsecured notes due 2020. On September 11, 2017, we redeemed the remaining $250 million aggregate principal amount of our outstanding 8.000% senior unsecured notes due 2020 using cash on hand. As a result of the redemption activities in the three months ended September 30, 2017 discussed above, we recorded a loss from early extinguishment of debt of $138 million in the period, primarily related to the difference between the redemption price and the par value of the notes, as well as the write-off of associated unamortized note discounts and issuance costs. All of our senior secured notes are guaranteed by certain of our wholly owned domestic hospital company subsidiaries and secured by a pledge of the capital stock and other ownership interests of those subsidiaries on either a first lien or second lien basis, as indicated in the table above. All of our senior secured notes and the related subsidiary guarantees are our and the subsidiary guarantors’ senior secured obligations. All of our senior secured notes rank equally in right of payment with all of our other senior secured indebtedness. Our senior secured notes rank senior to any subordinated indebtedness that we or such subsidiary guarantors may incur; they are effectively senior to our and such subsidiary guarantors’ existing and future unsecured indebtedness and other liabilities to the extent of the value of the collateral securing the notes and the subsidiary guarantees; they are effectively subordinated to our and such subsidiary guarantors’ obligations under our Credit Agreement to the extent of the value of the collateral securing borrowings thereunder; and they are structurally subordinated to all obligations of our non-guarantor subsidiaries. The indentures setting forth the terms of our senior secured notes contain provisions governing our ability to redeem the notes and the terms by which we may do so. At our option, we may redeem our senior secured notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the notes redeemed plus the make-whole premium set forth in the related indenture, together with accrued and unpaid interest thereon, if any, to the redemption date. Certain series of the senior secured notes may also be redeemed, in whole or in part, at certain redemption prices set forth in the applicable indentures, together with accrued and unpaid interest. In addition, we may be required to purchase for cash all or any part of each series of our senior secured notes upon the occurrence of a change of control (as defined in the applicable indentures) for a cash purchase price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest. All of our senior unsecured notes are general unsecured senior debt obligations that rank equally in right of payment with all of our other unsecured senior indebtedness, but are effectively subordinated to our senior secured notes described above, the obligations of our subsidiaries and any obligations under our Credit Agreement to the extent of the value of the collateral. We may redeem any series of our senior unsecured notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a make-whole premium specified in the applicable indenture, if any, together with accrued and unpaid interest to the redemption date. Covenants Credit Agreement. Our Credit Agreement contains customary covenants for an asset-backed facility, including a minimum fixed charge coverage ratio to be met if the designated excess availability under the revolving credit facility falls below $150 million , as well as limits on debt, asset sales and prepayments of certain other debt. The Credit Agreement also includes a provision, which we believe is customary in receivables-backed credit facilities, that gives our lenders the right to require that proceeds of collections of substantially all of our consolidated accounts receivable be applied directly to repay outstanding loans and other amounts that are due and payable under the Credit Agreement at any time that unused borrowing availability under the revolving credit facility is less than $150 million for three consecutive business days or if an event of default has occurred and is continuing thereunder. In that event, we would seek to re-borrow under the Credit Agreement to satisfy our operating cash requirements. Our ability to borrow under the Credit Agreement is subject to conditions that we believe are customary in revolving credit facilities, including that no events of default then exist. Senior Secured Notes. The indentures governing our senior secured notes contain covenants that, among other things, restrict our ability and the ability of our subsidiaries to incur liens, consummate asset sales, enter into sale and lease-back transactions or consolidate, merge or sell all or substantially all of our or their assets, other than in certain transactions between one or more of our wholly owned subsidiaries. These restrictions, however, are subject to a number of exceptions and qualifications. In particular, there are no restrictions on our ability or the ability of our subsidiaries to incur additional indebtedness, make restricted payments, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, enter into transactions with affiliates or make advances to, or invest in, other entities (including unaffiliated entities). In addition, the indentures governing our senior secured notes contain a covenant that neither we nor any of our subsidiaries will incur secured debt, unless at the time of and after giving effect to the incurrence of such debt, the aggregate amount of all such secured debt (including the aggregate principal amount of senior secured notes outstanding and any outstanding borrowings under our Credit Agreement at such time) does not exceed the amount that would cause the secured debt ratio (as defined in the indentures) to exceed 4.0 to 1.0. Senior Unsecured Notes. The indentures governing our senior unsecured notes contain covenants and conditions that have, among other requirements, limitations on (1) liens on “principal properties” and (2) sale and lease-back transactions with respect to principal properties. A principal property is defined in the senior unsecured notes indentures as a hospital that has an asset value on our books in excess of 5% of our consolidated net tangible assets, as defined in such indentures. The above limitations do not apply, however, to (1) debt that is not secured by principal properties or (2) debt that is secured by principal properties if the aggregate of such secured debt does not exceed 15% of our consolidated net tangible assets, as further described in the indentures. The senior unsecured notes indentures also prohibit the consolidation, merger or sale of all or substantially all assets unless no event of default would result after giving effect to such transaction. Future Maturities Future long-term debt maturities, including finance lease obligations, as of December 31, 2019 are as follows: Years Ending December 31, Later Years Total 2020 2021 2022 2023 2024 Long-term debt, including finance lease obligations $ 14,937 $ 171 $ 112 $ 2,851 $ 1,903 $ 2,486 $ 7,414 |
GUARANTEES
GUARANTEES | 12 Months Ended |
Dec. 31, 2019 | |
Guarantees [Abstract] | |
GUARANTEES | GUARANTEES Consistent with our policy on physician relocation and recruitment, we provide income guarantee agreements to certain physicians who agree to relocate to fill a community need in the service area of one of our hospitals and commit to remain in practice in the area for a specified period of time. Under such agreements, we are required to make payments to the physicians in excess of the amounts they earn in their practices up to the amount of the income guarantee. The income guarantee periods are typically 12 months . If a physician does not fulfill his or her commitment period to the community, which is typically three years subsequent to the guarantee period, we seek recovery of the income guarantee payments from the physician on a prorated basis. We also provide revenue collection guarantees to hospital-based physician groups providing certain services at our hospitals with terms generally ranging from one to three years . At December 31, 2019 , 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 $133 million . We had a total liability of $107 million recorded for these guarantees included in other current liabilities at December 31, 2019 . At December 31, 2019 , 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 $25 million . Of the total, $8 million relates to the obligations of consolidated subsidiaries, which obligations are recorded in the accompanying Consolidated Balance Sheet at December 31, 2019 . |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans In recent years, we have granted options and restricted stock units to certain of our employees and directors pursuant to our stock incentive plans. 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 in the future, and the fair value of the restricted stock unit is based on our share price on the grant date. Typically, options and time-based restricted stock units vest one-third on each of the first three anniversary dates of the grant; however, certain special retention awards may have different vesting terms. In addition, we grant performance-based options and performance-based restricted stock units that vest subject to the achievement of specified performance goals within a specified time frame. At December 31, 2019 , assuming outstanding performance-based restricted stock units and options for which performance has not yet been determined will achieve target performance, approximately 8.2 million shares of common stock were available under our 2019 Stock Incentive Plan for future stock option grants and other equity incentive awards, including restricted stock units. The accompanying Consolidated Statements of Operations for the years ended December 31, 2019 , 2018 and 2017 include $42 million , $46 million and $59 million , respectively, of pre-tax compensation costs related to our stock-based compensation arrangements. The table below shows certain stock option and restricted stock unit grants and other awards that comprise the stock-based compensation expense recorded in the year ended December 31, 2019 . Compensation cost is measured by the fair value of the awards on their grant dates and is recognized over the requisite service period of the awards, whether or not the awards had any intrinsic value during the period. Grant Date Awards Exercise Price Per Share Fair Value Per Share at Grant Date Stock-Based Compensation Expense for Year Ended December 31, 2019 (In Thousands) (In Millions) Stock Options: February 27, 2019 210 $ 28.26 $ 12.49 $ 1 February 28, 2018 442 $ 20.60 $ 8.83 1 March 1, 2017 821 $ 18.99 $ 8.52 1 Restricted Stock Units: July 9, 2019 94 $ 18.55 1 May 3, 2019 100 $ 16.18 2 February 27, 2019 800 $ 28.26 9 January 31, 2019 318 $ 21.99 2 June 28, 2018 51 $ 34.61 1 March 29, 2018 293 $ 24.25 4 February 28, 2018 204 $ 20.60 2 March 1, 2017 383 $ 18.99 2 August 25, 2014 456 $ 59.90 3 Other grants 2 USPI Management Equity Plan 11 $ 42 Pursuant to the terms of our stock-based compensation plans, awards granted under the plan vest and may be exercised as determined by the human resources committee of our board of directors. In the event of a change in control, the human resources committee of our board of directors may, at its sole discretion without obtaining shareholder approval, accelerate the vesting or performance periods of the awards. Stock Options The following table summarizes stock option activity during the years ended December 31, 2019 , 2018 and 2017 : Options Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Weighted Average Remaining Life (In Millions) Outstanding at December 31, 2016 1,435,921 $ 22.87 Granted 1,396,307 18.24 Exercised (20,400 ) 4.56 Forfeited/Expired (247,006 ) 24.37 Outstanding at December 31, 2017 2,564,822 $ 20.35 Granted 635,196 21.33 Exercised (619,849 ) 18.19 Forfeited/Expired (317,426 ) 35.30 Outstanding at December 31, 2018 2,262,743 $ 19.12 Granted 230,713 28.28 Exercised (306,427 ) 18.05 Forfeited/Expired (226,037 ) 20.21 Outstanding at December 31, 2019 1,960,992 $ 20.24 $ 35 6.1 years Vested and expected to vest at December 31, 2019 1,960,992 $ 20.24 $ 35 6.1 years Exercisable at December 31, 2019 454,360 $ 17.26 $ 9 2.7 years There were 306,427 stock options exercised during the year ended December 31, 2019 with an aggregated intrinsic value of approximately $3 million , and 619,849 stock options exercised in 2018 with an aggregate intrinsic value of approximately $4 million . There were 230,713 performance-based stock options granted in the year ended December 31, 2019 , and 635,196 performance-based stock options granted in the year ended 2018 . On March 29, 2019 , we granted an aggregate of 7,862 performance-based stock options to a senior officer. The options will all vest on the third anniversary of the grant date, subject to the achievement of a closing stock price of at least $36.05 (a 25% premium above the March 29, 2019 grant-date closing stock price of $28.84 ) for at least 20 consecutive trading days within three years of the grant date, and will expire on the tenth anniversary of the grant date. On February 27, 2019 , we granted to certain of our senior officers an aggregate of 222,851 performance-based stock options. The options will all vest on the third anniversary of the grant date, subject to the achievement of a closing stock price of at least $35.33 (a 25% premium above the February 27, 2019 grant-date closing stock price of $28.26 ) for at least 20 consecutive trading days within three years of the grant date, and will expire on the tenth anniversary of the grant date. On May 31, 2018 , we granted new senior officers 31,184 performance-based stock options. The options will all vest on the third anniversary of the grant date, subject to achieving a closing stock price of at least $44.29 (a 25% premium above the May 31, 2018 grant-date closing stock price of $35.43 ) for at least 20 consecutive trading days within three years of the grant date, and will expire on the tenth anniversary of the grant date. On February 28, 2018 , we granted to certain of our senior officers an aggregate of 604,012 performance-based stock options. The stock options will all vest on the third anniversary of the grant date because, in the three months ended June 30, 2018, the requirement that our stock close at a price of at least $25.75 (a 25% premium above the February 28, 2018 grant-date closing stock price of $20.60 ) for at least 20 consecutive trading days within three years of the grant date was met; these options will expire on the tenth anniversary of the grant date. At December 31, 2019 , there were $4 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 1.6 years . The weighted average estimated fair value of stock options we granted during the years ended December 31, 2019 and 2018 was $12.50 and $9.16 per share, respectively. These fair values were calculated based on each grant date, using a Monte Carlo simulation with the following assumptions: February 27, February 28, 2019 2018 Expected volatility 48% 46% Expected dividend yield 0% 0% Expected life 6.2 years 6.2 years Expected forfeiture rate 0% 0% Risk-free interest rate 2.53% 2.72% The expected volatility used for the 2019 and 2018 Monte Carlo simulations incorporates historical volatility based on an analysis of historical prices of our stock. The expected volatility reflects the historical volatility for a duration consistent with the expected life of the options; it does not consider the implied volatility from open-market exchanged options due to the limited trading activity and the transient nature of factors impacting our stock price volatility. The historical share-price volatility for 2019 and 2018 excludes the movements in our stock price for the period from August 15, 2017 through November 30, 2017 due to impact that the announcement of the departure of certain board members and officers, as well as reports that we were exploring a potential sale of the company, had on our stock price during that time. The risk-free interest rates are based on zero-coupon United States Treasury yields in effect at the date of grant consistent with the expected exercise time frames. The following table summarizes information about our outstanding stock options at December 31, 2019 : Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Weighted Average Exercise Price $16.43 to $19.759 1,224,289 5.2 years $ 18.14 408,526 $ 16.43 $19.76 to $35.430 736,703 7.5 years 23.74 45,834 24.63 1,960,992 6.1 years $ 20.24 454,360 $ 17.26 As of December 31, 2019 , 61.2% of all our outstanding options were held by current employees and 38.8% were held by former employees. Of our outstanding options, 100% were in-the-money, that is, they had exercise price less than the $38.03 market price of our common stock on December 31, 2019 . There were no options out-of-the-money. In-the-Money Options Out-of-the-Money Options All Options Outstanding % of Total Outstanding % of Total Outstanding % of Total Current employees 1,199,274 61.2 % — — % 1,199,274 61.2 % Former employees 761,718 38.8 % — — % 761,718 38.8 % Totals 1,960,992 100.0 % — — % 1,960,992 100.0 % % of all outstanding options 100.0 % — % 100.0 % Restricted Stock Units The following table summarizes restricted stock unit activity during the years ended December 31, 2019 , 2018 and 2017 : Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Unvested at December 31, 2016 3,174,533 $ 38.75 Granted 714,018 18.25 Vested (1,397,953 ) 35.50 Forfeited (236,610 ) 32.13 Unvested at December 31, 2017 2,253,988 $ 35.20 Granted 765,184 24.74 Vested (995,331 ) 32.63 Forfeited (139,711 ) 36.01 Unvested at December 31, 2018 1,884,130 $ 32.25 Granted 1,481,021 27.87 Vested (1,562,191 ) 36.45 Forfeited (339,461 ) 24.74 Unvested at December 31, 2019 1,463,499 $ 25.08 In the year ended December 31, 2019 , we granted an aggregate of 1,481,021 restricted stock units. Of these, 337,848 will vest and be settled ratably over a three -year period from the grant date, 566,172 will vest and be settled ratably over 9 quarterly periods from the grant date, and 353,354 will vest and be settled on the third anniversary of the grant date. In addition, in May 2019, we made an annual grant of 100,444 restricted stock units to our non-employee directors for the 2019-2020 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. The board of directors appointed two new members, one in August 2019 and one in October 2019. We made initial grants totaling 5,569 restricted stock units to these directors, as well as prorated annual grants totaling 13,257 restricted stock units. Both the initial grants and the annual grants vested immediately, however, the initial grants settle upon separation from the board, while the annual grants settle on the third anniversary of the grant date. We also granted 7,427 additional restricted stock units that vested and settled immediately as a result of our level of achievement with respect to a performance goal on a 2013 grant and 96,950 additional restricted stock units as a result of our level of achievement with respect to a performance goal on 2014 grants. In the year ended December 31, 2018 , we granted 765,184 restricted stock units, of which 288,325 will vest and be settled ratably over a three -year period from the grant date, 339,806 will vest and be settled ratably over two-year period from the grant date, and 60,963 will vest and be settled on the third anniversary of the grant date. In addition, in May 2018, we made an annual grant of 54,198 restricted stock units to our non-employee directors for the 2018-2019 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. Because the board of directors appointed two new members in May 2018, we made initial grants totaling 3,670 restricted stock units to these directors, as well as prorated annual grants totaling 12,154 restricted stock units. Both the initial grants and the annual grants vested immediately, however, the initial grants will not settle until the directors’ separation from the board, while the annual grants settle on the third anniversary of the grant date. In addition, we granted 6,068 performance-based restricted stock units to certain of our senior officers; the vesting of these restricted stock units is contingent on our achievement of specified three-year performance goals for the years 2018 to 2020. Provided the goals are achieved, the performance-based restricted stock units will vest and settle on the third anniversary of the grant date. The actual number of performance-based restricted stock units that could vest will range from 0% to 200% of the 6,068 units granted, depending on our level of achievement with respect to the performance goals. As of December 31, 2019 , there were $25 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 1.6 years . USPI Management Equity Plan As described in Note 25, USPI’s prior equity compensation plan was terminated in February 2020, and in accordance with the terms of that plan, all vested options or shares of USPI stock acquired upon exercise of an option will be repurchased by USPI at their estimated fair value. At December 31, 2019 , USPI maintained a separate management equity plan whereby it had granted non-qualified options to purchase nonvoting shares of USPI’s outstanding common stock to eligible plan participants, allowing the recipient to participate in incremental growth in the value of USPI from the applicable grant date. Under this plan, the total pool of options consisted of approximately 10% of USPI’s fully diluted outstanding common stock. Options had an exercise price equal to the estimated fair market value of USPI’s common stock on the date of grant. The option awards were structured such that they had a three or four year vesting period in which half of the award vested in equal pro-rata amounts over the applicable vesting period and the remaining half vested at the end of the applicable three or four year period. Any unvested awards were forfeited upon the participant’s termination of service with USPI, and vested options were required to have been exercised within 90 days of termination. Once an award was exercised and the requisite holding period met, the participant was eligible to sell the underlying shares to USPI at their estimated fair market value. Payment for USPI’s purchase of any eligible nonvoting common shares could be made in cash or in shares of Tenet’s common stock. The accompanying Consolidated Statement of Operations for the years ended December 2019 , 2018 and 2017 includes $11 million , $18 million and $13 million , respectively, of pre-tax compensation costs related to USPI’s management equity plan. Employee Stock Purchase Plan We have an employee stock purchase plan under which we are currently authorized to issue up to 5,062,500 shares of common stock to our eligible employees. As of December 31, 2019 , there were approximately 3.0 million shares available for issuance under our employee stock purchase plan. Under the terms of the plan, eligible employees may elect to have between 1% and 10% of their base earnings withheld each quarter to purchase shares of our common stock. Shares are purchased at a price equal to 95% of the closing price on the last day of the quarter. The plan requires a one-year holding period for all shares issued. The holding period does not apply upon termination of employment. Under the plan, no individual may purchase, in any year, shares with a fair market value in excess of $25,000 . The plan is currently not considered to be compensatory. We sold the following numbers of shares under our employee stock purchase plan in the years ended December 31, 2019 , 2018 and 2017 : Years Ended December 31, 2019 2018 2017 Number of shares 215,422 228,045 395,957 Weighted average price $ 24.44 $ 22.96 $ 17.28 Employee Retirement Plans Substantially all of our employees, upon qualification, are eligible to participate in one of our defined contribution 401(k) plans. Under the plans, employees may contribute a portion of their eligible compensation, and we match such contributions annually up to a maximum percentage for participants actively employed, as defined by the plan documents. Employer matching contributions will vary by plan. Plan expenses, primarily related to our contributions to the plans, were $127 million , $99 million and $128 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Such amounts are reflected in salaries, wages and benefits in the accompanying Consolidated Statements of Operations. We maintain three frozen non-qualified defined benefit pension plans (“SERPs”) that provide supplemental retirement benefits to certain of our current and former executives. These plans are not funded, and plan obligations for these plans are paid from our working capital. Pension benefits are generally based on years of service and compensation. Upon completing the acquisition of Vanguard Health Systems, Inc. on October 1, 2013, we assumed a frozen qualified defined benefit plan (“DMC Pension Plan”) covering substantially all of the employees of our Detroit market that were hired prior to June 1, 2003. The benefits paid under the DMC Pension Plan are primarily based on years of service and final average earnings. During the year ended December 31, 2019 , the Society of Actuaries issued a new mortality base table (Pri-2012), which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2019 . During the years ended December 31, 2019 and 2018 , the Society of Actuaries issued new mortality improvement scales (MP-2019 and MP‑2018, respectively), which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2019 and 2018 . These changes to our mortality assumptions decreased our projected benefit obligations as of December 31, 2019 and 2018 by approximately $14 million and $4 million , respectively. The following tables summarize the balance sheet impact, as well as the benefit obligations, funded status and rate assumptions associated with the SERPs and the DMC Pension Plan based on actuarial valuations prepared as of December 31, 2019 and 2018 : December 31, 2019 2018 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,301 ) $ (1,455 ) Service cost — (2 ) Interest cost (58 ) (56 ) Actuarial gain (loss) (132 ) 90 Benefits paid 123 122 Special termination benefit costs (1 ) — Ending obligations (1,369 ) (1,301 ) Fair value of plans assets Beginning plan assets 731 850 Gain (loss) on plan assets 128 (65 ) Employer contribution 33 47 Benefits paid (102 ) (101 ) Ending plan assets 790 731 Funded status of plans $ (579 ) $ (570 ) Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (19 ) $ (49 ) Other long-term liability $ (560 ) $ (521 ) Accumulated other comprehensive loss $ 323 $ 281 SERP Assumptions: Discount rate 3.50 % 4.50 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2019 December 31, 2018 DMC Pension Plan Assumptions: Discount rate 3.60 % 4.62 % Compensation increase rate Frozen Frozen Measurement date December 31, 2019 December 31, 2018 (1) The accumulated benefit obligation at December 31, 2019 and 2018 was approximately $1.367 billion and $1.299 billion , respectively. The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2019 2018 2017 Service costs $ — $ 2 $ 2 Interest costs 58 56 62 Expected return on plan assets (46 ) (54 ) (50 ) Amortization of net actuarial loss 10 14 14 Special termination benefit costs 1 — — Net periodic benefit cost $ 23 $ 18 $ 28 SERP Assumptions: Discount rate 4.50 % 3.75 % 4.25 % Long-term rate of return on assets n/a n/a n/a Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2019 January 1, 2018 January 1, 2017 Census date January 1, 2019 January 1, 2018 January 1, 2017 DMC Pension Plan Assumptions: Discount rate 4.62 % 4.00 % 4.42 % Long-term rate of return on assets 6.50 % 6.50 % 6.50 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2019 January 1, 2018 January 1, 2017 Census date January 1, 2019 January 1, 2018 January 1, 2017 Net periodic benefit costs for the current year are based on assumptions determined at the valuation date of the prior year for the SERPs and the DMC Pension Plan. As a result of the adoption of ASU 2017-07 discussed in Note 1, we recognized service costs in salaries, wages and benefits expense, and recognized other components of net periodic benefit cost in other non-operating expense, net, in the accompanying Consolidated Statements of Operations. We recorded gain (loss) adjustments of $(42) million , $(15) million and $56 million in other comprehensive income (loss) in the years ended December 31, 2019 , 2018 and 2017 , respectively, to recognize changes in the funded status of our SERPs and the DMC Pension Plan. Changes in the funded status are recorded as a direct increase or decrease to shareholders’ equity through accumulated other comprehensive loss. Net actuarial gains (losses) of $(52) million , $(29) million and $42 million were recognized during the years ended December 31, 2019 , 2018 and 2017 , respectively, and the amortization of net actuarial loss of $10 million , $14 million and $14 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, were recognized in other comprehensive income (loss). Cumulative net actuarial losses of $323 million , $281 million and $266 million as of December 31, 2019 , 2018 and 2017 , respectively, and unrecognized prior service costs of less than $1 million as of each of the years ended December 31, 2019 , 2018 and 2017 have not yet been recognized as components of net periodic benefit cost. To develop the expected long-term rate of return on plan assets assumption, the DMC Pension Plan considers the current level of expected returns on risk-free investments (primarily government bonds), the historical level of risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns on each asset class. The expected return for each asset class is then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio. The weighted-average asset allocations by asset category as of December 31, 2019 , were as follows: Asset Category Target Actual Cash and cash equivalents 2 % 2 % U.S. government obligations — % 2 % Equity securities 65 % 64 % Debt securities 33 % 32 % Alternative investments — % — % The DMC Pension Plan assets are invested in separately managed portfolios using investment management firms. The objective for all asset categories is to maximize total return without assuming undue risk exposure. The DMC Pension Plan maintains a well-diversified asset allocation that best meets these objectives. The DMC Pension Plan assets are largely comprised of equity securities, which include companies with various market capitalization sizes in addition to international and convertible securities. Cash and cash equivalents are comprised of money market funds. Debt securities include domestic and foreign government obligations, corporate bonds, and mortgage-backed securities. Under the investment policy of the DMC Pension Plan, investments in derivative securities are not permitted for the sole purpose of speculating on the direction of market interest rates. Included in this prohibition are leveraging, shorting, swaps, futures, options, forwards and similar strategies. In each investment account, the DMC Pension Plan investment managers are responsible for monitoring and reacting to economic indicators, such as gross domestic product, consumer price index and U.S. monetary policy that may affect the performance of their account. The performance of all managers and the aggregate asset allocation are formally reviewed on a quarterly basis, with a rebalancing of the asset allocation occurring at least once per year. The current asset allocation objective is to maintain a certain percentage with each class allowing for a 10% deviation from the target. The following tables summarize the DMC Pension Plan assets measured at fair value on a recurring basis as of December 31, 2019 and 2018 , aggregated by the level in the fair value hierarchy within which those measurements are determined. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. We consider a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices for similar assets, interest rates and yield curves. Fair values determined by Level 3 inputs 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. December 31, 2019 Level 1 Level 2 Level 3 Cash and cash equivalents $ 37 $ 37 $ — $ — U.S. government obligations 9 9 — — Equity securities 461 461 — — Fixed income funds 283 283 — — Futures contracts — — — — $ 790 $ 790 $ — $ — December 31, 2018 Level 1 Level 2 Level 3 Cash and cash equivalents $ 33 $ 33 $ — $ — U.S. government obligations 9 9 — — Equity securities 423 423 — — Fixed income funds 262 262 — — Futures contracts $ 4 $ 4 $ 731 $ 731 $ — $ — The following table presents the estimated future benefit payments to be made from the SERPs and the DMC Pension Plan, a portion of which will be funded from plan assets, for the next five years and in the aggregate for the five years thereafter: Years Ending December 31, Five Years Total 2020 2021 2022 2023 2024 Thereafter Estimated benefit payments $ 876 $ 85 $ 87 $ 89 $ 89 $ 90 $ 436 The SERP and DMC Pension Plan obligations of $579 million at December 31, 2019 are classified in the accompanying Consolidated Balance Sheet as an other current liability ( $19 million ) and defined benefit plan obligations ( $560 million ) based on an estimate of the expected payment patterns. We expect to make total contributions to the plans of approximately $19 million for the year ending December 31, 2020 . |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The principal components of property and equipment are shown in the following table. Prior to the adoption of ASU 2016-02 effective January 1, 2019, assets under capital leases were included with buildings and improvements and with equipment in the following table. December 31, 2019 2018 Land $ 602 $ 613 Buildings and improvements 6,856 6,920 Construction in progress 184 199 Equipment 4,173 4,482 Finance lease assets 561 — 12,376 12,214 Accumulated depreciation and amortization (5,498 ) (5,221 ) Net property and equipment $ 6,878 $ 6,993 Property and equipment is stated at cost, less accumulated depreciation and amortization and impairment write-downs related to assets held and used. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The following table provides information on changes in the carrying amount of goodwill, which is included in the accompanying Consolidated Balance Sheets as of 2019 and 2018 : 2019 2018 Hospital Operations and other As of January 1: Goodwill $ 5,410 $ 5,406 Accumulated impairment losses (2,430 ) (2,430 ) Total 2,980 2,976 Goodwill acquired during the year and purchase price allocation adjustments — 1 Goodwill related to assets held for sale and disposed or deconsolidated facilities (72 ) 3 Total $ 2,908 $ 2,980 As of December 31: Goodwill $ 5,338 $ 5,410 Accumulated impairment losses (2,430 ) (2,430 ) Total $ 2,908 $ 2,980 2019 2018 Ambulatory Care As of January 1: Goodwill $ 3,696 $ 3,437 Accumulated impairment losses — — Total 3,696 3,437 Goodwill acquired during the year and purchase price allocation adjustments 43 219 Goodwill related to assets held for sale and disposed or deconsolidated facilities — 40 Total $ 3,739 $ 3,696 As of December 31: Goodwill $ 3,739 $ 3,696 Accumulated impairment losses — — Total $ 3,739 $ 3,696 2019 2018 Conifer As of January 1: Goodwill $ 605 $ 605 Accumulated impairment losses — — Total 605 605 Goodwill acquired during the year and purchase price allocation adjustments — — Total $ 605 $ 605 As of December 31: Goodwill $ 605 $ 605 Accumulated impairment losses — — Total $ 605 $ 605 The following table provides information regarding other intangible assets, which are included in the accompanying Consolidated Balance Sheets as of 2019 and 2018 : Gross Carrying Amount Accumulated Amortization Net Book Value At December 31, 2019: Capitalized software costs $ 1,616 $ (912 ) $ 704 Trade names 102 — 102 Contracts 869 (94 ) 775 Other 107 (86 ) 21 Total $ 2,694 $ (1,092 ) $ 1,602 At December 31, 2018: Capitalized software costs $ 1,667 $ (858 ) $ 809 Trade Names 102 — 102 Contracts 871 (76 ) 795 Other 104 (79 ) 25 Total $ 2,744 $ (1,013 ) $ 1,731 Estimated future amortization of intangibles with finite useful lives as of December 31, 2019 is as follows: Total Years Ending December 31, Later Years 2020 2021 2022 2023 2024 Amortization of intangible assets $ 1,037 $ 156 $ 142 $ 130 $ 122 $ 104 $ 383 We recognized amortization expense of $188 million , $185 million and $172 million in the accompanying Consolidated Statements of Operations for the years ended December 31, 2019 , 2018 and 2017 |
INVESTMENTS AND OTHER ASSETS
INVESTMENTS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS AND OTHER ASSETS | INVESTMENTS AND OTHER ASSETS The principal components of investments and other assets in the accompanying Consolidated Balance Sheets are as follows: December 31, 2019 2018 Marketable securities $ 2 $ 40 Equity investments in unconsolidated healthcare entities 978 956 Total investments 980 996 Cash surrender value of life insurance policies 36 30 Long-term deposits 59 44 California provider fee program receivables 213 231 Operating lease assets 912 — Land held for expansion, other long-term receivables and other assets 169 155 Investments and other assets $ 2,369 $ 1,456 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Our accumulated other comprehensive loss is comprised of the following: December 31, 2019 2018 Adjustments for defined benefit plans $ (257 ) $ (223 ) Accumulated other comprehensive loss $ (257 ) $ (223 ) The tax benefits allocated to the adjustments for our defined benefit plans was approximately $8 million for the year ended December 31, 2019 , and the tax benefits allocated to the adjustments for our defined benefit plans and foreign currency translation adjustments were approximately $3 million and $3 million , respectively, for the year ended December 31, 2018 . As discussed in Note 1, we recorded cumulative effect adjustments of $36 million and $7 million upon the adoptions of ASU 2018-02 and ASU 2016-01 , respectively, effective January 1, 2018. |
NET OPERATING REVENUES
NET OPERATING REVENUES | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
NET OPERATING REVENUES | CONTRACT BALANCES Hospital Operations and Other Segment Amounts related to services provided to patients for which we have not billed and that do not meet the conditions of unconditional right to payment at the end of the reporting period are contract assets. For our Hospital Operations and other segment, our contract assets consist primarily of services that we have provided to patients who are still receiving inpatient care in our facilities at the end of the reporting period. Our Hospital Operations and other segment’s contract assets are included in other current assets in the accompanying Consolidated Balance Sheet at December 31, 2019. The opening and closing balances of contract assets for our Hospital Operations and other segment are as follows: December 31, 2018 $ 169 December 31, 2019 170 Increase/(decrease) $ 1 January 1, 2018 $ 171 December 31, 2018 169 Increase/(decrease) $ (2 ) Approximately 85% of our Hospital Operations and other segment’s contract assets meet the conditions for unconditional right to payment and are reclassified to patient receivables within 90 days. Conifer Segment Conifer enters into contracts with customers to sell revenue cycle management and other services, such as value-based care, consulting and project services. The payment terms and conditions in our customer contracts vary. In some cases, customers are invoiced in advance and (for other than fixed-price fee arrangements) a true-up to the actual fee is included on a subsequent invoice. In other cases, payment is due in arrears. In addition, some contracts contain performance incentives, penalties and other forms of variable consideration. When the timing of Conifer’s delivery of services is different from the timing of payments made by the customers, Conifer recognizes either unbilled revenue (performance precedes contractual right to invoice the customer) or deferred revenue (customer payment precedes Conifer service performance). In the following table, customers that prepay prior to obtaining control/benefit of the service are represented by deferred contract revenue until the performance obligations are satisfied. Unbilled revenue represents arrangements in which Conifer has provided services to and the customer has obtained control/benefit of services prior to the contractual invoice date. Contracts with payment in arrears are recognized as receivables in the month the service is performed. The opening and closing balances of Conifer’s receivables, contract asset, and current and long-term contract liabilities are as follows: Contract Liability- Contract Liability- Contract Asset- Current Long-Term Receivables Unbilled Revenue Deferred Revenue Deferred Revenue December 31, 2018 $ 42 $ 11 $ 61 $ 20 December 31, 2019 26 11 61 18 Increase/(decrease) $ (16 ) $ — $ — $ (2 ) January 1, 2018 $ 89 $ 10 $ 80 $ 21 December 31, 2018 42 11 61 20 Increase/(decrease) $ (47 ) $ 1 $ (19 ) $ (1 ) The difference between the opening and closing balances of Conifer’s contract assets and contract liabilities are primarily related to prepayments for those customers who are billed in advance, changes in estimates related to metric-based services, and up-front integration services that are typically not distinct and are, therefore, recognized over the performance obligation period to which they relate. Our Conifer segment’s receivables and contract assets are reported as part of other current assets in our accompanying Consolidated Balance Sheets, and our Conifer segment’s current and long-term contract liabilities are reported as part of other current liabilities and other long-term liabilities, respectively, in our accompanying Consolidated Balance Sheets. The amount of revenue Conifer recognized in the years ended December 31, 2019 and 2018 that was included in the opening current deferred revenue liability was $61 million and $72 million , respectively. This revenue consists primarily of prepayments for those customers who are billed in advance, changes in estimates related to metric-based services, and up-front integration services that are recognized over the services period. Contract Costs We have elected to apply the practical expedient provided by FASB Accounting Standards Codification 340-40-25-4 and expense as incurred the incremental customer contract acquisition costs for contracts in which the amortization period of the asset is one year or less. However, incremental costs incurred to obtain and fulfill customer contracts for which the amortization period of the asset is longer than one year, which consist primarily of Conifer deferred contract setup costs, are capitalized and amortized on a straight-line basis over the lesser of their estimated useful lives or the term of the related contract. During the years ended December 31, 2019 , 2018 and 2017 , we recognized amortization expense of $5 million , $11 million and 10 million , respectively. At December 31, 2019 and 2018 , the unamortized customer contract costs were $25 million and $28 million Net operating revenues for our Hospital Operations and other and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact and other uninsured discount and charity programs. Net operating revenues for our Conifer segment primarily consist of revenues from providing revenue cycle management services to healthcare systems, as well as individual hospitals, physician practices, self-insured organizations, health plans and other entities. The table below shows our sources of net operating revenues less provision for doubtful accounts and implicit price concessions from continuing operations: Years Ended December 31, 2019 2018 2017 Hospital Operations and other: Net patient service revenues from hospitals and related Medicare $ 2,888 $ 2,882 $ 3,243 Medicaid 1,193 1,294 1,304 Managed care 9,516 9,213 9,583 Uninsured 92 96 91 Indemnity and other 679 596 608 Total 14,368 14,081 14,829 Other revenues (1) 1,154 1,204 1,431 Hospital Operations and other total prior to 15,522 15,285 16,260 Ambulatory Care 2,158 2,085 1,940 Conifer 1,372 1,533 1,597 Inter-segment eliminations (573 ) (590 ) (618 ) Net operating revenues $ 18,479 $ 18,313 $ 19,179 (1) Primarily physician practices revenues. Adjustments for prior-year cost reports and related valuation allowances, principally related to Medicare and Medicaid, increased revenues in the years ended December 31, 2019 , 2018 and 2017 by $27 million , $24 million and $35 million , respectively. Estimated cost report settlements and valuation allowances are included in accounts receivable in the accompanying Consolidated Balance Sheets (see Note 3). We believe that we have made adequate provision for any adjustments that may result from final determination of amounts earned under all the above arrangements with Medicare and Medicaid. The table below shows the composition of net operating revenues for our Ambulatory Care segment: Years Ended December 31, 2019 2018 2017 Net patient service revenues $ 2,040 $ 1,965 $ 1,816 Management fees 95 92 93 Revenue from other sources 23 28 31 Net operating revenues $ 2,158 $ 2,085 $ 1,940 The table below shows the composition of net operating revenues for our Conifer segment: Years Ended December 31, 2019 2018 2017 Revenue cycle services – Tenet $ 556 $ 568 $ 583 Revenue cycle services – other customers 713 855 891 Other services – Tenet 17 22 35 Other services – other customers 86 88 88 Net operating revenues $ 1,372 $ 1,533 $ 1,597 Other services represent approximately 8% of Conifer’s revenue and include value-based care services, consulting services and other client-defined projects. Performance Obligations The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume or contingency based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed-fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Years Ending December 31, Later Years Total 2020 2021 2022 2023 2024 Performance obligations $ 7,347 $ 601 $ 598 $ 598 $ 597 $ 550 $ 4,403 |
PROPERTY AND PROFESSIONAL AND G
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | 12 Months Ended |
Dec. 31, 2019 | |
Property and Professional and General Liablity Insurance [Abstract] | |
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | 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. For the policy period April 1, 2019 through March 31, 2020, we have coverage totaling $850 million per occurrence, after deductibles and exclusions, with annual aggregate sub-limits of $100 million for floods, $200 million for earthquakes and a per-occurrence sub-limit of $200 million for named windstorms with no annual aggregate. With respect to fires and other perils, excluding floods, earthquakes and named windstorms, the total $850 million limit of coverage per occurrence applies. Deductibles are 5% of insured values up to a maximum of $40 million for California earthquakes, $25 million for floods and named windstorms, and 2% of insured values for New Madrid fault earthquakes, with a maximum per claim deductible of $25 million . Floods and certain other covered losses, including fires and other perils, have a minimum deductible of $1 million . Professional and General Liability Reserves We are self-insured for the majority of our professional and general liability claims and purchase insurance from third-parties to cover catastrophic claims. At December 31, 2019 and 2018 , the aggregate current and long-term professional and general liability reserves in the accompanying Consolidated Balance Sheets were $915 million and $882 million , respectively. These reserves include the reserves recorded by our captive insurance subsidiaries and our self-insured retention reserves recorded based on modeled estimates for the portion of our professional and general liability risks, including incurred but not reported claims, for which we do not have insurance coverage. 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 1.83% , 2.59% and 2.33% at December 31, 2019 , 2018 and 2017 , respectively. 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 Consolidated Statements of Operations is malpractice expense of $374 million , $388 million and $303 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, of which $155 million , $176 million and $61 million , respectively, related to adverse development for prior years. |
CLAIMS AND LAWSUITS
CLAIMS AND LAWSUITS | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CLAIMS AND LAWSUITS | CLAIMS AND LAWSUITS We operate in a highly regulated and litigious industry. Healthcare companies are subject to numerous investigations by various governmental agencies. Further, private parties have the right to bring qui tam or “whistleblower” lawsuits against companies that allegedly submit false claims for payments to, or improperly retain overpayments from, the government and, in some states, private payers. We and our subsidiaries have received inquiries in recent years from government agencies, and we may receive similar inquiries in future periods. We are also subject to class action lawsuits, employment-related claims and other legal actions in the ordinary course of business. Some of these actions may involve large demands, as well as substantial defense costs. We cannot predict the outcome of current or future legal actions against us or the effect that judgments or settlements in such matters may have on us. We are also subject to a non-prosecution agreement (“NPA”). If we fail to comply with this agreement, we could be subject to criminal prosecution, substantial penalties and exclusion from participation in federal healthcare programs, any of which could adversely impact our business, financial condition, results of operations or cash flows. We record accruals for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and we can reasonably estimate the amount of the loss or a range of loss. Significant judgment is required in both the determination of the probability of a loss and the determination as to whether a loss is reasonably estimable. These determinations are updated at least quarterly and are adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and technical experts, and other information and events pertaining to a particular matter, but are subject to significant uncertainty regarding numerous factors that could affect the ultimate loss levels. If a loss on a material matter is reasonably possible and estimable, we disclose an estimate of the loss or a range of loss. 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. Given the inherent uncertainties involved in these matters, especially those involving governmental agencies, and the indeterminate damages sought in some of these matters, there is significant uncertainty as to the ultimate liability we may incur from these matters, and an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period. Shareholder Derivative Litigation In January 2017, the Dallas County District Court consolidated two previously disclosed shareholder derivative lawsuits filed on behalf of the Company by purported shareholders of the Company’s common stock against current and former officers and directors into a single matter captioned In re Tenet Healthcare Corporation Shareholder Derivative Litigation . The plaintiffs filed a consolidated shareholder derivative petition in February 2017. The consolidated shareholder derivative petition alleged that false or misleading statements or omissions concerning the Company’s financial performance and compliance policies, specifically with respect to the previously disclosed civil qui tam litigation and parallel criminal investigation of the Company and certain of its subsidiaries (together, the “Clinica de la Mama matters”), caused the price of the Company’s common stock to be artificially inflated. In addition, the plaintiffs alleged that the defendants violated GAAP by failing to disclose an estimate of the possible loss or a range of loss related to the Clinica de la Mama matters. The plaintiffs claimed that they did not make demand on the Company’s board of directors to bring the lawsuit because such a demand would have been futile. In May 2018, the judge in the consolidated shareholder derivative litigation entered an order lifting the previous year-long stay of the matter and, in July 2018, the defendants filed pleadings seeking dismissal of the lawsuit. In October 2018, the judge granted defendants’ motion to dismiss, but also agreed to give the plaintiffs 30 days to replead their complaint. In January 2019, the court issued a final judgment and order of dismissal after the plaintiffs elected not to replead. In February 2019, the plaintiffs filed an appeal of the court’s ruling that dismissal was appropriate because the plaintiffs failed to adequately plead that a pre-suit demand on the Company’s board of directors, a precondition to their action, should be excused as futile. The parties’ appellate briefs have been filed, and oral arguments were held on February 5, 2020. The parties are awaiting the court’s ruling. The defendants intend to continue to vigorously contest the plaintiffs’ allegations in this matter. Antitrust Class Action Lawsuit Filed by Registered Nurses in San Antonio 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 alleged those hospital systems, including our 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 sought unspecified damages (subject to trebling under federal law), interest, costs and attorneys’ fees. In January 2019, the district court issued an opinion denying the plaintiffs’ motion for class certification. The plaintiffs’ subsequent appeal of the district court’s decision to the U.S. Court of Appeals for the Fifth Circuit was denied in March 2019. In April 2019, the appellate court denied the plaintiffs’ request for additional review of the district court’s ruling, and we learned in August 2019 that the plaintiffs did not request further review by the U.S. Supreme Court. The plaintiffs advised the court that they were proceeding on behalf of the three named individuals. On November 20, 2019, at court-ordered mediation, the parties entered into a confidential settlement to resolve the three plaintiffs’ individual claims for an immaterial amount. In January 2020, the parties executed a settlement agreement, which the court approved, and the case was dismissed. Government Investigation of Detroit Medical Center Detroit Medical Center (“DMC”) is subject to an ongoing investigation by the U.S. Attorney’s Office for the Eastern District of Michigan and the U.S. Department of Justice (“DOJ”) for potential violations of the Stark law, the Medicare and Medicaid anti-kickback and anti-fraud and abuse amendments codified under Section 1128B(b) of the Social Security Act (the “Anti-kickback Statute”), and the federal False Claims Act (“FCA”) related to DMC’s employment of nurse practitioners and physician assistants (“Mid-Level Practitioners”) from 2006 through 2017. As previously disclosed, a media report was published in August 2017 alleging that 14 Mid-Level Practitioners were terminated by DMC earlier in 2017 due to compliance concerns. We are cooperating with the investigation and continue to produce documents on a schedule agreed upon with the DOJ. Because the government’s review is in its preliminary stages, we are unable to determine the potential exposure, if any, at this time. Oklahoma Surgical Hospital Qui Tam Action In May 2016, a relator filed a qui tam lawsuit under seal in the Western District of Oklahoma against, among other parties, (i) Oklahoma Center for Orthopaedic & Multispecialty Surgery (“OCOM”), a surgical hospital jointly owned by USPI, a healthcare system partner and physicians, (ii) Southwest Orthopaedic Specialists, an independent physician practice group, (iii) Tenet, and (iv) other related entities and individuals. The complaint alleges various violations of the FCA, the Anti-kickback Statute, the Stark law and the Oklahoma Medicaid False Claims Act. In May 2018, Tenet and its affiliates learned that they were parties to the suit when the court unsealed the complaint and the DOJ declined to intervene with respect to the issues involving Tenet, USPI, OCOM and individually named employees. In June 2018, the relator filed an amended complaint more fully describing the claims and adding additional defendants. Tenet, USPI, OCOM and individually named employees filed motions to dismiss the case in October 2018, but the court has not yet ruled on the motions. The litigation is currently stayed while the parties work to finalize the resolution described below. Pursuant to the obligations under our NPA, we reported the unsealed qui tam action to the DOJ and began investigating the claims contained in the amended complaint and cooperating fully with the DOJ. We began discussing potential resolution of these matters with the DOJ and the Office of Inspector General of the U.S. Department of Health and Human Services (“OIG”) during the three months ended September 30, 2019. In October 2019, we reached an agreement in principle with the DOJ to resolve the qui tam lawsuit and related investigations for approximately $66 million , subject to further approvals by the DOJ and other government agencies. In the three months ended September 30, 2019, we established a reserve of $68 million for this matter, which includes an estimate of the relator’s attorney’s fees and certain other costs to be paid by us. In the three months ended December 31, 2019, we increased the reserve for this matter by an additional $1 million to reflect updated information on the other costs to be paid by us. Any final resolution remains subject to negotiation and final approval of a settlement agreement with the DOJ and any other definitive documentation required by OIG or other government agencies. We believe this could be completed as early as the second quarter of 2020, at which time the monetary component of the resolution would be paid. Other Matters On July 1, 2019, certain of the entities that purchased the operations of Hahnemann University Hospital and St. Christopher’s Hospital for Children in Philadelphia from us commenced Chapter 11 bankruptcy proceedings. As previously disclosed in our Form 8-K filed September 1, 2017, the purchasers assumed our funding obligations under the Pension Fund for Hospital and Health Care Employees of Philadelphia and Vicinity (the “Fund”), a pension plan related to the operations at Hahnemann University Hospital and, pursuant to rules under the Employee Retirement Income Security Act of 1974, as amended, under certain circumstances we could become liable for withdrawal liability in the event a withdrawal is triggered with respect to the Fund. In July 2019, the Fund notified us of a withdrawal liability assessment of approximately $63 million . We dispute and are contesting this assessment in accordance with applicable law. We are also subject to 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. 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 following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded in continuing operations during the years ended December 31, 2019 , 2018 and 2017 . No amounts were recorded in discontinued operations in the 2019, 2018 and 2017 periods. Balances at Beginning of Period Litigation and Investigation Costs Cash Payments Other Balances at End of Period Year Ended December 31, 2019 $ 8 $ 141 $ (55 ) $ (8 ) $ 86 Year Ended December 31, 2018 $ 12 $ 38 $ (41 ) $ (1 ) $ 8 Year Ended December 31, 2017 $ 12 $ 23 $ (23 ) $ — $ 12 For the years ended December 31, 2019 , 2018 and 2017 , we recorded net costs of $141 million , $38 million and $23 million , respectively, in connection with significant legal proceedings and governmental investigations. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES As part of the acquisition of United Surgical Partners International, Inc., we entered into a put/call agreement (the “Put/Call Agreement”) with respect to the equity interests in USPI held by our joint venture partners. In April 2016, we paid $127 million to purchase shares put to us according to the Put/Call Agreement, which increased our ownership interest in USPI to approximately 56.3% . On May 1, 2017, we amended and restated the Put/Call Agreement to provide for, among other things, the acceleration of our acquisition of certain shares of USPI. Under the terms of the amendment, we paid Welsh Carson, on July 3, 2017, $716 million for the purchase of these shares, which increased our ownership interest in USPI to 80.0% , as well as the final adjustment to the 2016 purchase price. In April 2018, we paid $630 million for the purchase of an additional 15% ownership interest in USPI and the final adjustment to the 2017 purchase price, which increased our ownership interest in USPI to 95% . In addition, we entered into a separate put call agreement (the “Baylor Put/Call Agreement”) with Baylor University Medical Center (“Baylor”) that contains put and call options with respect to the 5% ownership interest in USPI held by Baylor. Each year starting in 2021, Baylor may put up to one-third of their total shares in USPI held as of April 1, 2017. In each year that Baylor does not put the full 33.3% of USPI’s shares allowable, we may call the difference between the number of shares Baylor put and the maximum number of shares they could have put that year. In addition, the Baylor Put/Call Agreement contains a call option pursuant to which we have the ability to acquire all of Baylor’s ownership interest by 2024. We have the ability to choose whether to settle the purchase price for the Baylor put/call in cash or shares of our common stock. Based on the nature of these put/call structures, the minority shareholders’ interests in USPI are classified as redeemable noncontrolling interests in the accompanying Consolidated Balance Sheets at December 31, 2019 and 2018 . The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries during the years ended 2019 and 2018 : December 31, 2019 2018 Balances at beginning of period $ 1,420 $ 1,866 Net income 192 190 Distributions paid to noncontrolling interests (145 ) (142 ) Accretion of redeemable noncontrolling interests 18 173 Purchases and sales of businesses and noncontrolling interests, net 21 (667 ) Balances at end of period $ 1,506 $ 1,420 Our redeemable noncontrolling interests balances at December 31, 2019 and 2018 in the table above were comprised of $383 million and $431 million , respectively, from our Hospital Operations and other segment, $777 million and $713 million , respectively, from our Ambulatory Care segment, and $346 million and $276 million , respectively, from our Conifer segment. Our net income (loss) attributable to redeemable noncontrolling interests for the years ended December 31, 2019 and 2018 respectively, in the accompanying Consolidated Statements of Operations were comprised of $(37) million and $(25) million , respectively, from our Hospital Operations and other segment, $159 million and $151 million , respectively, from our Ambulatory Care segment, and $70 million and $64 million , respectively, from our Conifer segment. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes for continuing operations for the years ended December 31, 2019 , 2018 and 2017 consists of the following: Years Ended December 31, 2019 2018 2017 Current tax expense (benefit): Federal $ (6 ) $ (6 ) $ (4 ) State 26 33 23 20 27 19 Deferred tax expense (benefit): Federal 134 159 202 State (1 ) (10 ) (2 ) 133 149 200 $ 153 $ 176 $ 219 A reconciliation between the amount of reported income tax expense and the amount computed by multiplying income (loss) from continuing operations before income taxes by the statutory federal income tax rate is shown below. State income tax expense for the year ended December 31, 2019 includes $2 million of expense related to the write-off of expired or worthless unutilized state net operating loss carryforwards and other deferred tax assets for which a full valuation allowance had been provided in prior years. A corresponding tax benefit of $2 million is included for the year ended December 31, 2019 to reflect the reduction in the valuation allowance. Foreign pre-tax loss for the years ended December 31, 2019 and 2018 was $6 million . Years Ended December 31, 2019 2018 2017 Tax expense (benefit) at statutory federal rate of 21% in 2019 and 2018 $ 62 $ 134 $ (35 ) State income taxes, net of federal income tax benefit 20 23 4 Expired state net operating losses, net of federal income tax benefit 2 9 28 Tax attributable to noncontrolling interests (79 ) (70 ) (113 ) Nondeductible goodwill 4 8 109 Nondeductible executive compensation 6 4 — Nondeductible litigation costs 7 — — Expired charitable contribution carryforward 8 — — Impact of decrease in federal tax rate on deferred taxes — (1 ) 246 Reversal of permanent reinvestment assumption and other adjustments related to divestiture of foreign subsidiary — (6 ) (30 ) Stock-based compensation tax deficiencies 4 5 15 Changes in valuation allowance (including impact of decrease in federal tax rate) 133 76 — Change in tax contingency reserves, including interest (14 ) (1 ) (6 ) Prior-year provision to return adjustments and other changes in deferred taxes (3 ) (5 ) 4 Other items 3 — (3 ) Income tax expense $ 153 $ 176 $ 219 In December 2017, the President signed into law the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act amended the Internal Revenue Code to reduce tax rates and modify policies, credits and deductions for individuals and businesses. For businesses, the Tax Act made broad and complex changes to the U.S. tax code, including but not limited to (1) reducing the corporate federal tax rate from a maximum of 35% to a flat 21% rate effective January 1, 2018, (2) repealing the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits may be realized, (3) creating a new limitation on the deductibility of interest expense, (4) allowing full expensing of certain capital expenditures, and (5) denying deductions for performance-based compensation paid to certain key executives. International provisions in the Tax Act have not had, and are not expected to have, a material impact on the Company’s taxes. As a result of the reduction in the corporate income tax rate from 35% to 21% under the Tax Act, we revalued our net deferred tax assets at December 31, 2017, resulting in a reduction in the value of our net deferred tax assets by approximately $251 million . For the year ended December 31, 2017, we recorded $252 million as a provisional estimate of the impact of the Tax Act, including the decrease in the corporate income tax rate from 35% to 21%. Approximately $6 million of the total $252 million increase in income tax expense is included in the net change in valuation allowance, with the remaining $246 million shown in the table above. During the year ended December 31, 2018, we recorded $1 million of tax benefit upon finalizing our accounting for the income tax effects of the Tax Act based on actual 2017 federal and state income tax filings. Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance: December 31, 2019 December 31, 2018 Assets Liabilities Assets Liabilities Depreciation and fixed-asset differences $ — $ 282 $ — $ 297 Reserves related to discontinued operations and restructuring charges 14 — 24 — Receivables (doubtful accounts and adjustments) 165 — 155 — Accruals for retained insurance risks 195 — 205 — Intangible assets — 356 — 341 Other long-term liabilities 35 — 39 — Benefit plans 274 — 255 — Other accrued liabilities 45 — 32 — Investments and other assets — 95 — 83 Interest expense limitation 219 — 89 — Net operating loss carryforwards 179 — 266 — Stock-based compensation 19 — 24 — Other items 45 34 88 32 1,190 767 1,177 753 Valuation allowance (281 ) — (148 ) — $ 909 $ 767 $ 1,029 $ 753 Below is a reconciliation of the deferred tax assets and liabilities and the corresponding amounts reported in the accompanying Consolidated Balance Sheets. December 31, 2019 2018 Deferred income tax assets $ 169 $ 312 Deferred tax liabilities (27 ) (36 ) Net deferred tax asset $ 142 $ 276 During the year ended December 31, 2019 , the valuation allowance increased by $133 million , including an increase of $130 million due to limitations on the tax deductibility of interest expense , a decrease of $2 million due to the expiration or worthlessness of unutilized state net operating loss carryovers, and an increase of $5 million due to changes in expected realizability of deferred tax assets. The balance in the valuation allowance as of December 31, 2019 was $281 million . During the year ended December 31, 2018 , the valuation allowance increased by $76 million , including an increase of $89 million due to limitations on deductions of interest expense, a decrease of $9 million due to the expiration or worthlessness of unutilized state net operating loss carryovers, and a decrease of $4 million due to changes in expected realizability of deferred tax assets. The remaining balance in the valuation allowance at December 31, 2018 was $148 million . During the year ended December 31, 2017, we had no net change in the valuation allowance, but there was a decrease of $28 million due to the expiration or worthlessness of unutilized state net operating loss carryovers, an increase of $6 million due to the decrease in the federal tax rate, and an increase of $22 million due to changes in expected realizability of deferred tax assets. The remaining balance in the valuation allowance as of December 31, 2017 was $72 million . Federal and state deferred tax assets relating to interest expense limitations under Internal Revenue Code Section 163(j) have a full valuation allowance because the interest expense carryovers are not expected to be utilized in the foreseeable future. We account for uncertain tax positions in accordance with ASC 740-10-25, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The following table summarizes the total changes in unrecognized tax benefits in continuing operations during the years ended December 31, 2019 , 2018 and 2017 . There were no such changes in discontinued operations. The additions and reductions for tax positions include the impact of items for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductions. Such amounts include unrecognized tax benefits that have impacted deferred tax assets and liabilities at December 31, 2019 , 2018 and 2017 . Continuing Operations Balance At December 31, 2016 $ 35 Additions for prior-year tax positions 31 Reductions for tax positions of prior years (15 ) Reductions due to a lapse of statute of limitations (5 ) Balance At December 31, 2017 $ 46 Reductions due to a lapse of statute of limitations (1 ) Balance At December 31, 2018 $ 45 Reductions due to a lapse of statute of limitations (14 ) Balance At December 31, 2019 $ 31 The total amount of unrecognized tax benefits as of December 31, 2019 was $31 million , of which $29 million , if recognized, would affect our effective tax rate and income tax expense (benefit) from continuing operations. Income tax expense in the year ended December 31, 2019 includes a benefit of $11 million in continuing operations attributable to a decrease in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of December 31, 2018 was $45 million , of which $43 million , if recognized, would affect our effective tax rate and income tax expense (benefit) from continuing operations. Income tax expense in the year ended December 31, 2018 includes a benefit of $1 million in continuing operations attributable to a decrease in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of December 31, 2017 was $46 million , of which $44 million , if recognized, would affect our effective tax rate and income tax expense (benefit) from continuing operations. Income tax expense in the year ended December 31, 2017 includes a benefit of $5 million in continuing operations attributable to a decrease in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. Total accrued interest and penalties on unrecognized tax benefits as of December 31, 2019 were zero . The Internal Revenue Service (“IRS”) has completed audits of our tax returns for all tax years ended on or before December 31, 2007. All disputed issues with respect to these audits have been resolved and all related tax assessments (including interest) have been paid. Our tax returns for years ended after December 31, 2007 and USPI’s tax returns for years ended after December 31, 2015 remain subject to audit by the IRS. As of December 31, 2019 , no significant changes in unrecognized federal and state tax benefits are expected in the next 12 months as a result of the settlement of audits, the filing of amended tax returns or the expiration of statutes of limitations. At December 31, 2019 , our carryforwards available to offset future taxable income consisted of (1) federal net operating loss (“NOL”) carryforwards of approximately $600 million pre-tax expiring in 2032 to 2034 , (2) general business credit carryforwards of approximately $25 million expiring in 2023 through 2039, and (3) state NOL carryforwards of approximately $3.5 billion expiring in 2020 through 2039 for which the associated deferred tax benefit, net of valuation allowance and federal tax impact, is $25 million . Our ability to utilize NOL carryforwards to reduce future taxable income may be limited under Section 382 of the Internal Revenue Code if certain ownership changes in our company occur during a rolling three -year period. These ownership changes include purchases of common stock under share repurchase programs , the offering of stock by us, the purchase or sale of our stock by 5% shareholders, as defined in the Treasury regulations, or the issuance or exercise of rights to acquire our stock. If such ownership changes by 5% shareholders result in aggregate increases that exceed 50 percentage points during the three -year period, then Section 382 imposes an annual limitation on the amount of our taxable income that may be offset by the NOL carryforwards or tax credit carryforwards at the time of ownership change. |
EARNINGS (LOSS) PER COMMON SHAR
EARNINGS (LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER COMMON SHARE | EARNINGS (LOSS) PER COMMON SHARE The following table 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 years ended December 31, 2019 , 2018 and 2017 . 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 Shareholders (Numerator) Weighted Average Shares (Denominator) Per-Share Amount Year Ended December 31, 2019 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (243 ) 103,398 $ (2.35 ) 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 $ (243 ) 103,398 $ (2.35 ) Year Ended December 31, 2018 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 108 102,110 $ 1.06 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,771 (0.02 ) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 108 103,881 $ 1.04 Year Ended December 31, 2017 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (704 ) 100,592 $ (7.00 ) 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 $ (704 ) 100,592 $ (7.00 ) All potentially dilutive securities were excluded from the calculation of diluted loss per share for the years ended December 31, 2019 and 2017 because we did not report income from continuing operations available to common shareholders in those periods. In circumstances where we do not have income from continuing operations available to common shareholders, the effect of stock options and other potentially dilutive securities is anti-dilutive, that is, a loss from continuing operations attributable to common shareholders has the effect of making the diluted loss per share less than the basic loss per share. Had we generated income from continuing operations available to common shareholders in the years ended December 31, 2019 and 2017 , 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 1,457 and 788 for the years ended December 31, 2019 and 2017 , respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Our non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis typically relate to long-lived assets held and used, long-lived assets held for sale and goodwill. We are required to provide additional disclosures about fair value measurements as part of our financial statements for each major category of assets and liabilities measured at fair value on a non-recurring basis. The following tables present this information and 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, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs 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, such as internal estimates of future cash flows. December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-lived assets held for sale $ 387 $ — $ 387 $ — December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-lived assets held for sale $ 39 $ — $ 39 $ — Long-lived assets held and used $ 130 $ — $ 130 $ — As described in Note 6 , in the year ended December 31, 2019 , we recorded impairment charges in continuing operations of $26 million to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for certain of our Memphis-area facilities and $16 million of other impairment charges. In the year ended December 31, 2018 , we recorded impairment charges in continuing operations of $40 million for the write-down of buildings and other long-lived assets to their estimated fair values at two hospitals. We also recorded $24 million to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for certain of our Chicago-area facilities, as well as $9 million of impairment charges to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for Aspen and $4 million related to other impairment charges. The fair value of our long-term debt (except for borrowings under the Credit Agreement) is based on quoted market prices (Level 1). The inputs used to establish the fair value of the borrowings outstanding under the Credit Agreement are considered to be Level 2 inputs, which include inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. At December 31, 2019 and 2018 , the estimated fair value of our long-term debt was approximately 106.4% and 97.3% , respectively, of the carrying value of the debt. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS During the year ended December 31, 2019 , we acquired ten outpatient businesses (all of which are owned by USPI), and various physician practices. The fair value of the consideration conveyed in the acquisitions (the “purchase price”) was $25 million . During the year ended December 31, 2018 , we acquired ten outpatient businesses (all of which are owned by USPI), three off-campus emergency departments and various physician practices. The fair value of the consideration conveyed in the acquisitions (the “purchase price”) was $113 million . During the year ended December 31, 2017 , we acquired eight outpatient businesses (all of which are owned by USPI) and various physician practices. The fair value of the consideration conveyed in the acquisitions (the “purchase price”) was $50 million . We are required to allocate the purchase prices of acquired businesses to assets acquired or liabilities assumed and, if applicable, noncontrolling interests based on their fair values. The excess of the purchase price allocated over those fair values is recorded as goodwill. The purchase price allocations for certain acquisitions completed in 2019 is preliminary. We are in process of finalizing the purchase price allocations, including valuations of the acquired property and equipment, other intangible assets and noncontrolling interests for some of our 2019 acquisitions; therefore, those purchase price allocations are subject to adjustment once the valuations are completed. Preliminary or final purchase price allocations for all the acquisitions made during the years ended December 31, 2019, 2018 and 2017 are as follows: 2019 2018 2017 Current assets $ 16 $ 6 $ 7 Property and equipment 20 19 9 Other intangible assets 4 9 8 Goodwill 43 220 91 Other long-term assets, including previously held equity method investments 24 (18 ) (3 ) Current liabilities (16 ) — (8 ) Long-term liabilities (35 ) (15 ) (2 ) Redeemable noncontrolling interests in equity of consolidated subsidiaries (18 ) (21 ) (29 ) Noncontrolling interests (7 ) (85 ) (18 ) Cash paid, net of cash acquired (25 ) (113 ) (50 ) Gains on consolidations $ 6 $ 2 $ 5 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. The goodwill total of $43 million from acquisitions completed during the year ended December 31, 2019 was recorded in our Ambulatory Care segment. Approximately $6 million , $10 million and $6 million in transaction costs related to prospective and closed acquisitions were expensed during the years ended December 31, 2019 , 2018 and 2017 , respectively, and are included in impairment and restructuring charges, and acquisition-related costs in the accompanying Consolidated Statements of Operations. During the years ended December 31, 2019 , 2018 and 2017 , we recognized gains totaling $6 million , $2 million and $5 million , respectively, associated with stepping up our ownership interests in previously held equity investments, which we began consolidating after we acquired controlling interests. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our business consists of our Hospital Operations and other segment, our Ambulatory Care segment and our Conifer segment. 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 Hospital Operations and other segment is comprised of our acute care and specialty hospitals, ancillary outpatient facilities, urgent care centers, micro-hospitals and physician practices. As described in Note 5 , certain of our facilities were classified as held for sale in the accompanying Consolidated Balance Sheet at December 31, 2019 . At December 31, 2019 , our subsidiaries operated 65 hospitals serving primarily urban and suburban communities in nine states. Our Ambulatory Care segment is comprised of the operations of USPI and included nine Aspen facilities in the United Kingdom until their divestiture effective August 17, 2018. At December 31, 2019 , USPI had interests in 260 ambulatory surgery centers, 39 urgent care centers operated under the CareSpot brand, 23 imaging centers and 24 surgical hospitals in 27 states. At December 31, 2019 , we owned 95% of USPI. Our Conifer segment provides revenue cycle management and value-based care services to hospitals, healthcare systems, physician practices, employers and other customers . At December 31, 2019 , Conifer provided services to approximately 660 Tenet and non-Tenet hospitals and other clients nationwide. In 2012, we entered into agreements documenting the terms and conditions of various services Conifer provides to Tenet hospitals, as well as certain administrative services our Hospital Operations and other segment provides to Conifer. The pricing terms for the services provided by each party to the other under these contracts were based on estimated third-party pricing terms in effect at the time the agreements were signed. At December 31, 2019 , we owned 76.2% of Conifer Health Solutions, LLC, which is the principal subsidiary of Conifer Holdings, Inc. The following table includes amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations: December 31, December 31, December 31, Assets: Hospital Operations and other $ 16,182 $ 15,684 $ 16,466 Ambulatory Care 6,195 5,711 5,822 Conifer 974 1,014 1,097 Total $ 23,351 $ 22,409 $ 23,385 Years Ended December 31, 2019 2018 2017 Capital expenditures: Hospital Operations and other $ 572 $ 527 $ 625 Ambulatory Care 75 68 60 Conifer 23 22 22 Total $ 670 $ 617 $ 707 Net operating revenues: Hospital Operations and other total prior to inter-segment eliminations $ 15,522 $ 15,285 $ 16,260 Ambulatory Care 2,158 2,085 1,940 Conifer Tenet 573 590 618 Other clients 799 943 979 Total Conifer revenues 1,372 1,533 1,597 Inter-segment eliminations (573 ) (590 ) (618 ) Total $ 18,479 $ 18,313 $ 19,179 Equity in earnings of unconsolidated affiliates: Hospital Operations and other $ 15 $ 10 $ 4 Ambulatory Care 160 140 140 Total $ 175 $ 150 $ 144 Adjusted EBITDA: Hospital Operations and other $ 1,425 $ 1,411 $ 1,462 Ambulatory Care 895 792 699 Conifer 386 357 283 Total $ 2,706 $ 2,560 $ 2,444 Depreciation and amortization: Hospital Operations and other $ 733 $ 685 $ 736 Ambulatory Care 72 68 84 Conifer 45 49 50 Total $ 850 $ 802 $ 870 Adjusted EBITDA $ 2,706 $ 2,560 $ 2,444 Income (loss) from divested and closed businesses (2 ) 9 (41 ) Depreciation and amortization (850 ) (802 ) (870 ) Impairment and restructuring charges, and acquisition-related costs (185 ) (209 ) (541 ) Litigation and investigation costs (141 ) (38 ) (23 ) Interest expense (985 ) (1,004 ) (1,028 ) Gain (loss) from early extinguishment of debt (227 ) 1 (164 ) Other non-operating expense, net (5 ) (5 ) (22 ) Net gains (losses) on sales, consolidation and deconsolidation of facilities (15 ) 127 144 Income (loss) from continuing operations, before income taxes $ 296 $ 639 $ (101 ) |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING STANDARDS | RECENT ACCOUNTING STANDARDS Recently Issued Accounting Standards In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which applies to all entities that are required to make disclosures about recurring or nonrecurring fair value measurements. The amendments in ASU 2018-13, which remove, modify or add certain disclosure requirements as part of the FASB’s disclosure framework project to improve the effectiveness of the notes to the financial statements, are effective for us beginning in 2020. The adoption of this guidance will not impact our financial position, results of operations or cash flows. Also in August 2018, the FASB issued ASU 2018-14, “Compensation – Retirement Benefits – Defined Benefit Plans –General (Subtopic 715-20) Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), which applies to all employers that sponsor defined benefit pension or other postretirement plans. The amendments in ASU 2018-14, which remove, modify or add certain disclosure requirements as part of the FASB’s disclosure framework project to improve the effectiveness of the notes to the financial statements, are effective for us beginning in 2021. The adoption of this guidance will not impact our financial position, results of operations or cash flows. Additionally, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-14”), which applies to all entities that are a customer in a hosting arrangement that is a service contract. The amendments in ASU 2018-14, which align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, are effective for us beginning in 2020. We do not expect adoption of this guidance to have a material effect on our financial position, results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which applies to entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. We will adopt ASU 2016-13 effective January 1, 2020 using the modified retrospective transition approach as of the period of adoption by recording a cumulative effect adjustment to increase accumulated deficit by $15 million to $20 million . We do not expect the adoption to have a material effect on our financial position, results of operations or cash flow. Recently Adopted Accounting Standards Effective January 1, 2019, as further discussed in Note 1, we adopted ASU 2016-02 using the modified retrospective transition approach as of the period of adoption. Effective January 1, 2018, as further discussed in Note 1, we adopted ASU 2014-09 and ASU 2016-01, and we early adopted ASU 2018-02. Also effective January 1, 2018, we adopted ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” and ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash,” both of which were applied using a retrospective transition method to each period presented and did not have any effect on our statements of cash flows. Effective January 1, 2017, as further discussed in Note 1, we adopted ASU 2016-09 and early adopted ASU 2017-07. We also early adopted ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350)” (“ASU 2017‑04”) for our annual goodwill impairment tests for the year ended December 31, 2017. The amendments in ASU 2017-04 modified the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer determines goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. Our adoption of ASU 2017-04 did not affect our financial position, results of operations or cash flows. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT Termination of USPI Management Equity Plan and Adoption of USPI Restricted Stock Plan As described in Note 10 , USPI previously maintained a management equity plan whereby it had granted non-qualified options to purchase nonvoting shares of USPI’s outstanding common stock to eligible plan participants. In February 2020, the plan and all unvested options granted under the plan were terminated in accordance with the terms of the plan. In the first quarter of 2020, USPI will repurchase all vested options and all shares of USPI stock acquired upon exercise of an option. All participants in the plan will receive fair market value for any such vested options or shares; all unvested options under the plan were canceled. USPI will pay approximately $35 million to eligible plan participants in connection with the repurchase of eligible securities. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Supplemental Financial Information | SUPPLEMENTAL FINANCIAL INFORMATION SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Year Ended December 31, 2019 First Second Third Fourth Net operating revenues $ 4,545 $ 4,560 $ 4,568 $ 4,806 Net income (loss) $ 65 $ 112 $ (152 ) $ 129 Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders $ (19 ) $ 17 $ (232 ) $ 2 Earnings (loss) per share available (attributable) to Tenet Healthcare Corporation common shareholders: Basic $ (0.18 ) $ 0.17 $ (2.24 ) $ 0.02 Diluted $ (0.18 ) $ 0.16 $ (2.24 ) $ 0.02 Year Ended December 31, 2018 First Second Third Fourth Net operating revenues $ 4,699 $ 4,506 $ 4,489 $ 4,619 Net income $ 191 $ 108 $ 65 $ 102 Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders $ 99 $ 26 $ (9 ) $ (5 ) Earnings (loss) per share available (attributable) to Tenet Healthcare Corporation common shareholders: Basic $ 0.98 $ 0.25 $ (0.09 ) $ (0.04 ) Diluted $ 0.96 $ 0.25 $ (0.09 ) $ (0.04 ) Quarterly operating results 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; trends in patient accounts receivable collectability and associated implicit price concessions; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; impairment of long-lived assets and goodwill; restructuring charges; losses, costs and insurance recoveries related to natural disasters and other weather-related occurrences; litigation and investigation costs; acquisitions and dispositions of facilities and other assets; gains (losses) on sales, consolidation and deconsolidation of facilities; income tax rates and deferred tax asset valuation allowance activity; changes in estimates of accruals for annual incentive compensation; the timing and amounts of stock option and restricted stock unit grants to employees and directors; gains (losses) from early extinguishment of debt; and changes in occupancy levels and patient volumes. Factors that affect service mix, revenue mix, patient volumes and, thereby, the results of operations at our hospitals and related healthcare facilities include, but are not limited to: changes in federal and state healthcare regulations; 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, satisfaction, retention and attrition; advances in technology and treatments that reduce length of stay; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; hospital performance data on quality measures and patient satisfaction, as well as standard charges for services; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; and changing consumer behavior, including with respect to the timing of elective procedures. These considerations apply to year-to-year comparisons as well. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (In Millions) Balance at Beginning of Period Costs and Expenses (1)(2) Deductions (3) Other Items (4)(5) Balance at End of Period Allowance for doubtful accounts: Year ended December 31, 2019 $ — $ — $ — $ — $ — Year ended December 31, 2018 $ 898 $ — $ — $ (898 ) $ — Year ended December 31, 2017 $ 1,031 $ 1,434 $ (1,445 ) $ (122 ) $ 898 Valuation allowance for deferred tax assets: Year ended December 31, 2019 $ 148 $ 133 $ — $ — $ 281 Year ended December 31, 2018 $ 72 $ 76 $ — $ — $ 148 Year ended December 31, 2017 $ 72 $ — $ — $ — $ 72 (1) Includes amounts recorded in discontinued operations. (2) Before considering recoveries on accounts or notes previously written off. (3) Accounts written off. (4) Acquisition and divestiture activity in 2017. (5) Allowance for doubtful accounts eliminated in 2018 upon adoption of new accounting standard ASC 606. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our Consolidated Financial Statements include the accounts of Tenet and its wholly owned and majority-owned subsidiaries. We eliminate intercompany accounts and transactions in consolidation, and we include the results of operations of businesses that are newly acquired in purchase transactions from their dates of acquisition. We account for significant investments in other affiliated companies using the equity method. Unless otherwise indicated, all financial and statistical data included in these notes to our Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per-share amounts). Effective January 1, 2019, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) using the modified retrospective transition approach as of the period of adoption. Our financial statements for periods prior to January 1, 2019 were not modified for the application of the new lease accounting standard. The main difference between the guidance in ASU 2016-02 and previous accounting principles generally accepted in the United States of America (“GAAP”) is the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under previous GAAP. Upon adoption of ASU 2016-02, we recorded $822 million of right-of-use assets, net of deferred rent, associated with operating leases in investments and other assets in our consolidated balance sheet, $147 million of current liabilities associated with operating leases in other current liabilities in our consolidated balance sheet and $715 million of long-term liabilities associated with operating leases in other long-term liabilities in our consolidated balance sheet. We also recognized $1 million of cumulative effect adjustment that decreased accumulated deficit at January 1, 2019. Effective January 1, 2018, we adopted the FASB ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) using a modified retrospective method of application to all contracts existing on January 1, 2018. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For our Hospital Operations and other and Ambulatory Care segments, the adoption of ASU 2014-09 resulted in changes to our presentation and disclosure of revenue primarily related to uninsured or underinsured patients. Prior to the adoption of ASU 2014-09, a significant portion of our provision for doubtful accounts related to uninsured patients, as well as co-pays, co-insurance amounts and deductibles owed to us by patients with insurance. Under ASU 2014-09, the estimated uncollectable amounts due from these patients are generally considered implicit price concessions that are a direct reduction to net operating revenues, with a corresponding material reduction in the amounts presented separately as provision for doubtful accounts. For the year ended December 31, 2018, we recorded approximately $1.422 billion of implicit price concessions as a direct reduction of net operating revenues that would have been recorded as provision for doubtful accounts prior to the adoption of ASU 2014-09. At January 1, 2018, we reclassified $171 million of revenues related to patients who were still receiving inpatient care in our facilities at that date from accounts receivable, less allowance for doubtful accounts, to contract assets, which are included in other current assets in the accompanying Consolidated Balance Sheet at December 31, 2018. The adoption of ASU 2014-09 also resulted in changes to our presentation and disclosure of customer contract assets and liabilities and the assessment of variable consideration under customer contracts, which are further discussed in Note 4. Also effective January 1, 2018, we early adopted ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220)” (“ASU 2018-02”), which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded income tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) and requires certain disclosures about stranded income tax effects. We applied the amendments in ASU 2018-02 in the period of adoption, resulting in a reclassification that decreased accumulated deficit and increased accumulated other comprehensive loss by $36 million of stranded income tax effects in the year ended December 31, 2018. In addition, we adopted ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”) effective January 1, 2018, which supersedes the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and require equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures and limited liability companies) to be measured at fair value with changes in the fair value recognized through net income. Upon adoption of ASU 2016-01 on January 1, 2018, we recorded a cumulative effect adjustment to decrease accumulated deficit by $7 million for unrealized gains on equity securities. |
Reclassifications | Certain prior-year amounts have been reclassified to conform to current year presentation. In our accompanying Consolidated Statements of Operations, electronic health record incentives have been reclassified to other operating expenses, net, as they are no longer significant enough to present separately. In our accompanying Consolidated Statements of Cash Flows, purchases of marketable securities have been reclassified from other items, net within cash flows from investing activities to purchases of marketable securities and equity investments. |
Use of Estimates | Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Although we believe all adjustments considered necessary for a fair presentation have been included, actual results may vary from those estimates. 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. |
Translation of Foreign Currencies | Translation of Foreign Currencies During the year ended December 31, 2019, we formed our Global Business Center (“GBC”) in the Republic of the Philippines. The GBC’s accounts are measured in its local currency (the Philippine peso) and then translated into U.S. dollars. We divested European Surgical Partners Limited (“Aspen”) in August 2018; prior to that time, Aspen’s accounts were measured in its local currency (the pound sterling) and then translated into U.S. dollars. All assets and liabilities denominated in foreign currency are translated using the current rate of exchange at the balance sheet date. Results of operations denominated in foreign currency are translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. |
Net Operating Revenues | Net Operating Revenues ASU 2014-09 was issued to clarify the principles for recognizing revenue, to remove inconsistencies and weaknesses in revenue recognition requirements, and to provide a more robust framework for addressing revenue issues. Our adoption of ASU 2014-09 was accomplished using a modified retrospective method of application, and our accounting policies related to revenues were revised accordingly effective January 1, 2018, as discussed below. We recognize net operating revenues in the period in which we satisfy our performance obligations under contracts by transferring services to our customers. Net operating revenues are recognized in the amounts we expect to be entitled to, which are the transaction prices allocated for the distinct services. Net operating revenues for our Hospital Operations and other and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients (“ Compact ”) and other uninsured discount and charity programs. Net operating revenues for our Conifer segment primarily consist of revenues from providing revenue cycle management services to healthcare systems, as well as individual hospitals, physician practices, self-insured organizations, health plans and other entities. Net Patient Service Revenues— We report net patient service revenues at the amounts that reflect the consideration we expect to be entitled to in exchange for providing patient care. These amounts are due from patients, third-party payers (including managed care payers and government programs) and others, and they include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews and investigations. Generally, we bill our patients and third-party payers several days after the services are performed or shortly after discharge. Revenues are recognized as performance obligations are satisfied. We determine performance obligations based on the nature of the services we provide. We recognize revenues for performance obligations satisfied over time based on actual charges incurred in relation to total expected charges. We believe that this method provides a faithful depiction of the transfer of services over the term of performance obligations based on the inputs needed to satisfy the obligations. Generally, performance obligations satisfied over time relate to patients in our hospitals receiving inpatient acute care services. We measure performance obligations from admission to the point when there are no further services required for the patient, which is generally the time of discharge. We recognize revenues for performance obligations satisfied at a point in time, which generally relate to patients receiving outpatient services, when: (1) services are provided; and (2) we do not believe the patient requires additional services. Because our patient service performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in ASC 606-10-50-14(a) and, therefore, we are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above are primarily related to inpatient acute care services at the end of the reporting period. The performance obligations for these contracts are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period. We determine the transaction price based on gross charges for services provided, reduced by contractual adjustments provided to third-party payers, discounts provided to uninsured patients in accordance with our Compact , and implicit price concessions provided primarily to uninsured patients. We determine our estimates of contractual adjustments and discounts based on contractual agreements, our discount policies and historical experience. We determine our estimate of implicit price concessions based on our historical collection experience with these classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Gross charges are retail charges. They are not the same as actual pricing, and they generally do not reflect what a hospital is ultimately paid and, therefore, are not displayed in our consolidated statements of operations. Hospitals are typically paid amounts that are negotiated with insurance companies or are set by the government. Gross charges are used to calculate Medicare outlier payments and to determine certain elements of payment under managed care contracts (such as stop-loss payments). Because Medicare requires that a hospital’s gross charges be the same for all patients (regardless of payer category), gross charges are what hospitals charge all patients prior to the application of discounts and allowances. Revenues under the traditional fee-for-service Medicare and Medicaid programs are based primarily on prospective payment systems. Retrospectively determined cost-based revenues under these programs, which were more prevalent in earlier periods, and certain other payments, such as Indirect Medical Education, Direct Graduate Medical Education, disproportionate share hospital and bad debt expense reimbursement, which are based on our hospitals’ cost reports, are estimated using historical trends and current factors. Cost report settlements under these programs are subject to audit by Medicare and Medicaid auditors and administrative and judicial review, and it can take several years until final settlement of such matters is determined and completely resolved. Because the laws, regulations, instructions and rule interpretations governing Medicare and Medicaid reimbursement are complex and change frequently, the estimates we record could change by material amounts. We have a system and estimation process for recording Medicare net patient service revenue and estimated cost report settlements. As a result, we record accruals to reflect the expected final settlements on our cost reports. For filed cost reports, we record the accrual based on those cost reports and subsequent activity, and record a valuation allowance against those cost reports based on historical settlement trends. The accrual for periods for which a cost report is yet to be filed is recorded based on estimates of what we expect to report on the filed cost reports, and a corresponding valuation allowance is recorded as previously described. Cost reports generally must be filed within five months after the end of the annual cost reporting period. After the cost report is filed, the accrual and corresponding valuation allowance may need to be adjusted. Settlements with third-party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care using the most likely outcome method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. Revenues under managed care plans are based primarily on payment terms involving predetermined rates per diagnosis, per-diem rates, discounted fee-for-service rates and/or other similar contractual arrangements. These revenues are also subject to review and possible audit by the payers, which can take several years before they are completely resolved. The payers are billed for patient services on an individual patient basis. An individual patient’s bill is subject to adjustment on a patient-by-patient basis in the ordinary course of business by the payers following their review and adjudication of each particular bill. We estimate the discounts for contractual allowances at the individual hospital level utilizing billing data on an individual patient basis. At the end of each month, on an individual hospital basis, we estimate our expected reimbursement for patients of managed care plans based on the applicable contract terms. Contractual allowance estimates are periodically reviewed for accuracy by taking into consideration known contract terms, as well as payment history. We believe our estimation and review process enables us to identify instances on a timely basis where such estimates need to be revised. We do not believe there were any adjustments to estimates of patient bills that were material to our revenues. In addition, on a corporate-wide basis, we do not record any general provision for adjustments to estimated contractual allowances for managed care plans. Managed care accounts, net of contractual allowances recorded, are further reduced to their net realizable value through implicit price concessions based on historical collection trends for these payers and other factors that affect the estimation process. We know of no claims, disputes or unsettled matters with any payer that would materially affect our revenues for which we have not adequately provided in the accompanying Consolidated Financial Statements. Generally, patients who are covered by third-party payers are responsible for related co-pays, co-insurance and deductibles, which vary in amount. We also provide services to uninsured patients and offer uninsured patients a discount from standard charges. We estimate the transaction price for patients with co-pays, co-insurance and deductibles and for those who are uninsured based on historical collection experience and current market conditions. Under our Compact and other uninsured discount programs, the discount offered to certain uninsured patients is recognized as a contractual allowance, which reduces net operating revenues at the time the self-pay accounts are recorded. The uninsured patient accounts, net of contractual allowances recorded, are further reduced to their net realizable value at the time they are recorded through implicit price concessions based on historical collection trends for self-pay accounts and other factors that affect the estimation process. There are various factors that can impact collection trends, such as changes in the economy, which in turn have an impact on unemployment rates and the number of uninsured and underinsured patients, the volume of patients through our emergency departments, the increased burden of co-pays, co-insurance amounts and deductibles to be made by patients with insurance, and business practices related to collection efforts. These factors continuously change and can have an impact on collection trends and our estimation process. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to net patient service revenues in the period of the change. We have provided implicit price concessions, primarily to uninsured patients and patients with co-pays, co-insurance and deductibles. The implicit price concessions included in estimating the transaction price represent the difference between amounts billed to patients and the amounts we expect to collect based on our collection history with similar patients. Although outcomes vary, our policy is to attempt to collect amounts due from patients, including co-pays, co-insurance and deductibles due from patients with insurance, at the time of service while complying with all federal and state statutes and regulations, including, but not limited to, the Emergency Medical Treatment and Active Labor Act (“EMTALA”). Generally, as required by EMTALA, patients may not be denied emergency treatment due to inability to pay. Therefore, services, including the legally required medical screening examination and stabilization of the patient, are performed without delaying to obtain insurance information. In non-emergency circumstances or for elective procedures and services, it is our policy to verify insurance prior to a patient being treated; however, there are various exceptions that can occur. Such exceptions can include, for example, instances where (1) we are unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, (2) a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid or Victims of Crime, and it takes several days or weeks before qualification for such benefits is confirmed or denied, and (3) under physician orders we provide services to patients that require immediate treatment. We also provide charity care to patients who are financially unable to pay for the healthcare services they receive. Most patients who qualify for charity care are charged a per-diem amount for services received, subject to a cap. Except for the per-diem amounts, our policy is not to pursue collection of amounts determined to qualify as charity care; therefore, we do not report these amounts in net operating revenues. Patient advocates from Conifer’s Medical Eligibility Program screen patients in the hospital to determine whether those patients meet eligibility requirements for financial assistance programs. They also expedite the process of applying for these government programs. Conifer Revenues— Our Conifer segment recognizes revenue from its contracts when Conifer’s performance obligations are satisfied, which is generally as services are rendered. Revenue is recognized in an amount that reflects the consideration to which Conifer expects to be entitled. At contract inception, Conifer assesses the services specified in its contracts with customers and identifies a performance obligation for each distinct contracted service. Conifer identifies the performance obligations and considers all the services provided under the contract. Conifer generally considers the following distinct services as separate performance obligations: • revenue cycle management services; • value-based care services; • patient communication and engagement services; • consulting services; and • other client-defined projects. Conifer’s contracts generally consist of fixed-price, volume-based or contingency-based fees. Conifer’s long-term contracts typically provide for Conifer to deliver recurring monthly services over a multi-year period. The contracts are typically priced such that Conifer’s monthly fee to its customer represents the value obtained by the customer in the month for those services. Such multi-year service contracts may have upfront fees related to transition or integration work performed by Conifer to set up the delivery for the ongoing services. Such transition or integration work typically does not result in a separately identifiable obligation; thus, the fees and expenses related to such work are deferred and recognized over the life of the related contractual service period. Revenue for fixed-priced contracts is typically recognized at the time of billing unless evidence suggests that the revenue is earned or Conifer’s obligations are fulfilled in a different pattern. Revenue for volume-based contracts is typically recognized as the services are being performed at the contractually billable rate, which is generally a percentage of collections or a percentage of client net patient revenue. |
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 $262 million and $411 million at December 31, 2019 and 2018 , respectively. At December 31, 2019 and 2018 , our book overdrafts were $246 million and $288 million , respectively, which were classified as accounts payable. At December 31, 2019 and 2018 , $176 million and $177 million , respectively, of total cash and cash equivalents in the accompanying Consolidated Balance Sheets were intended for the operations of our captive insurance subsidiaries, and $2 million and $8 million , respectively, of total cash and cash equivalents in the accompanying Consolidated Balance Sheets were intended for the operations of our health plan-related businesses. At December 31, 2019 , 2018 and 2017 , we had $136 million , $135 million and $117 million , respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $119 million , $114 million and $79 million , respectively, were included in accounts payable. During the years ended December 31, 2019 , 2018 and 2017 , we recorded non-cancellable capital (finance) leases of $141 million , $149 million and $162 million , respectively, primarily for equipment. |
Investments in Debt and Equity Securities | Investments in Debt and Equity Securities Prior to the adoption of ASU 2016-01 on January 1, 2018, we classified investments in debt and equity securities as either available-for-sale, held-to-maturity or as part of a trading portfolio. We carried securities classified as available-for-sale at fair value. We reported their unrealized gains and losses, net of taxes, as accumulated other comprehensive income (loss) unless we determined that a loss was other-than-temporary, at which point we would record a loss in our consolidated statements of operations. We included realized gains or losses in our consolidated statements of operations based on the specific identification method. Subsequent to the adoption of ASU 2016-01 on January 1, 2018, we classify investments in debt securities as either available-for-sale, held-to-maturity or as part of a trading portfolio, but these classifications are no longer applicable to equity securities. At December 31, 2019 , we had no significant investments in debt securities classified as either held-to-maturity or trading. We carry debt securities classified as available-for-sale at fair value. We report their unrealized gains and losses, net of taxes, as accumulated other comprehensive income (loss) unless we determine that a loss is other-than-temporary, at which point we would record a loss in our consolidated statements of operations. We carry equity securities at fair value, and we report their unrealized gains and losses in other non-operating expense, net, in our consolidated statements of operations. We include realized gains or losses in our consolidated statements of operations based on the specific identification method. |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates We control 238 of the facilities within our Ambulatory Care segment and, therefore, consolidate their results. We account for many of the facilities our Ambulatory Care segment operates ( 108 of 346 at December 31, 2019 ), as well as additional companies in which our Hospital Operations and other segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Consolidated Statements of Operations. Summarized financial information for these equity method investees is included in the following table; among the equity method investees are four North Texas hospitals in which we held minority interests and that were operated by our Hospital Operations and other segment through the divestiture of these investments effective March 1, 2018. We recorded a gain of $11 million in the year ended December 31, 2018 due to the sales of our minority interest in these hospitals. For investments acquired during the reported periods, amounts reflect 100% of the investee’s results beginning on the date of our acquisition of the investment. December 31, 2019 December 31, 2018 December 31, 2017 Current assets $ 1,180 $ 842 $ 805 Noncurrent assets $ 1,042 $ 662 $ 1,223 Current liabilities $ (372 ) $ (313 ) $ (354 ) Noncurrent liabilities $ (739 ) $ (430 ) $ (389 ) Noncontrolling interests $ (579 ) $ (530 ) $ (490 ) Years Ended December 31, 2019 2018 2017 Net operating revenues $ 2,680 $ 2,469 $ 2,907 Net income $ 765 $ 599 $ 558 Net income attributable to the investees $ 499 $ 372 $ 363 Our equity method investment that contributes the most to our equity in earnings of unconsolidated affiliates is Texas Health Ventures Group, LLC (“THVG”), which is operated by USPI. THVG represented $79 million of the total $175 million equity in earnings of unconsolidated affiliates we recognized for the year ended December 31, 2019 , $70 million of the total $150 million equity in earnings of unconsolidated affiliates we recognized for the year ended December 31, 2018 and $69 million of the total $144 million equity in earnings of unconsolidated affiliates we recognized for the year ended December 31, 2017 . |
Property and Equipment | Property and Equipment Additions and improvements to property and equipment exceeding established minimum amounts with a useful life greater than one year are capitalized at cost. Expenditures for maintenance and repairs are charged to expense as incurred. We use the straight-line method of depreciation for buildings, building improvements and equipment. The estimated useful life for buildings and improvements is primarily 15 to 40 years , and for equipment three to 15 years . Newly constructed hospitals are usually depreciated over 50 years . Interest costs related to construction projects are capitalized. In the years ended December 31, 2019 , 2018 and 2017 , capitalized interest was $11 million , $7 million and $15 million , respectively. We evaluate our long-lived assets for possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future undiscounted cash flows. If the estimated future undiscounted cash flows are less than the carrying value of the assets, we calculate the amount of an impairment if the carrying value of the long-lived assets exceeds the fair value of the assets. The fair value of the assets is estimated based on appraisals, established market values of comparable assets or internal estimates of future net cash flows expected to result from the use and ultimate disposition of the asset. The estimates of these future cash flows are based on assumptions and projections we believe to be reasonable and supportable. They require our subjective judgments and take into account assumptions about revenue and expense growth rates. These assumptions may vary by type of facility and presume stable, improving or, in some cases, declining results at our hospitals or outpatient facilities, depending on their circumstances. We report long-lived assets to be disposed of at the lower of their carrying amounts or fair values less costs to sell. In such circumstances, our estimates of fair value are based on appraisals, established market prices for comparable assets or internal estimates of future net cash flows. |
Leases | Leases ASU 2016-02 was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Our adoption of ASU 2016-02 was accomplished using a modified retrospective method of application, and our accounting policies related to leases were revised accordingly effective January 1, 2019, as discussed below. We determine if an arrangement is a lease at inception of the contract. Our right-of-use assets represent our right to use the underlying assets for the lease term and our lease liabilities represent our obligation to make lease payments arising from the leases. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. For our Hospital Operations and other and Conifer segments, we estimate our incremental borrowing rates for our portfolio of leases using documented rates included in our recent equipment finance leases or, if applicable, recent secured debt issuances that correspond to various lease terms. We also give consideration to information obtained from our bankers, our secured debt fair value and publicly available data for instruments with similar characteristics. For our Ambulatory Care segment, we estimate an incremental borrowing rate for each center by utilizing historical and projected financial data, estimating a hypothetical credit rating using publicly available market data and adjusting the market data to reflect the effects of collateralization. Our operating leases are primarily for real estate, including off-campus outpatient facilities, medical office buildings, and corporate and other administrative offices, as well as medical and office equipment. Our finance leases are primarily for medical equipment and information technology and telecommunications assets. Our real estate lease agreements typically have initial terms of five to 10 years , and our equipment lease agreements typically have initial terms of three years . We do not record leases with an initial term of 12 months or less (“short-term leases”) in our consolidated balance sheets. Our real estate leases may include one or more options to renew, with renewals that can extend the lease term from five to 10 years . The exercise of lease renewal options is at our sole discretion. In general, we do not consider renewal options to be reasonably likely to be exercised, therefore, renewal options are generally not recognized as part of our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The useful life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The majority of our medical equipment leases have terms of three years with a bargain purchase option that is reasonably certain of exercise, so these assets are depreciated over their useful life, typically ranging from five to seven years . Similarly, some of our leases of information technology and telecommunications assets include a transfer of title and, therefore, have useful lives of 15 years . Certain of our lease agreements for real estate include payments based on actual common area maintenance expenses and others include rental payments adjusted periodically for inflation. These variable lease payments are recognized in other operating expenses, net, but are not included in the right-of-use asset or liability balances. Our lease agreements do not contain any material residual value guarantees, restrictions or covenants. We have elected the practical expedient that allows lessees to choose to not separate lease and non-lease components by class of underlying asset and are applying this expedient to all relevant asset classes. We have also elected the practical expedient package to not reassess at adoption (i) expired or existing contracts for whether they are or contain a lease, (ii) the lease classification of any existing leases or (iii) initial indirect costs for existing leases. |
Goodwill and Other Intangible Assets | G oodwill and Other Intangible Assets Goodwill represents the excess of costs over the fair value of assets of businesses acquired. Goodwill and other intangible assets acquired in purchase business combinations and determined to have indefinite useful lives are not amortized, but instead are subject to impairment tests performed at least annually. For goodwill, we perform the test at the reporting unit level when events occur that require an evaluation to be performed or at least annually. If we determine the carrying value of goodwill is impaired, or if the carrying value of a business that is to be sold or otherwise disposed of exceeds its fair value, we reduce the carrying value, including any allocated goodwill, to fair value. Estimates of fair value are based on appraisals, established market prices for comparable assets or internal estimates of future net cash flows and presume stable, improving or, in some cases, declining results at our hospitals, depending on their circumstances. Other intangible assets consist of capitalized software costs, which are amortized on a straight-line basis over the estimated useful life of the software, which ranges from three to 15 years , costs of acquired management and other contract service rights, most of which have indefinite lives, and miscellaneous intangible assets. |
Accruals for General and Professional Liability Risks | Accruals for General and Professional Liability Risks We accrue for estimated professional and general liability claims, when they are probable and can be reasonably estimated. The accrual, which includes an estimate for incurred but not reported claims, is updated each quarter based on a model of projected payments using case-specific facts and circumstances and our historical loss reporting, development and settlement patterns and is discounted to its net present value using a risk-free discount rate of 1.83% at December 31, 2019 and 2.59% at December 31, 2018 . To the extent that subsequent claims information varies from our estimates, the liability is adjusted in the period such information becomes available. Malpractice expense is presented within other operating expenses in the accompanying Consolidated Statements of Operations. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Income tax receivables and liabilities and deferred tax assets and liabilities are recognized based on the amounts that more likely than not will be sustained upon ultimate settlement with taxing authorities. Developing our provision for income taxes and analysis of uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on all available evidence, both positive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The main factors that we consider include: • Cumulative profits/losses in recent years, adjusted for certain nonrecurring items; • Income/losses expected in future years; • Unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels; • The availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of tax benefits; and • The carryforward period associated with the deferred tax assets and liabilities. We consider many factors when evaluating our uncertain tax positions, and such judgments are subject to periodic review. Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. |
Segment Reporting | Segment Reporting We primarily operate acute care hospitals and related healthcare facilities. Our Hospital Operations and other segment generated 81% , 80% and 82% of our net operating revenues net of implicit price concessions and provision for doubtful accounts in the years ended December 31, 2019 , 2018 and 2017 , respectively. At December 31, 2019 , each of our markets related to our general hospitals reported directly to our president and chief operating officer. Major decisions, including capital resource allocations, are made at the consolidated level, not at the market or hospital level. Our Hospital Operations and other segment is comprised of our acute care and specialty hospitals, ancillary outpatient facilities, urgent care centers, micro-hospitals and physician practices. As described in Note 5 , certain of our facilities were classified as held for sale in the accompanying Consolidated Balance Sheet at December 31, 2019 . Our Ambulatory Care segment is comprised of the operations of USPI and included nine Aspen facilities in the United Kingdom until their divestiture effective August 17, 2018. Our Conifer segment provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other customers . The factors for determining the reportable segments include the manner in which management evaluates operating performance combined with the nature of the individual business activities. |
Costs Associated With Exit or Disposal Activities | Costs Associated With Exit or Disposal Activities We recognize costs associated with exit (including restructuring) or disposal activities when they are incurred and can be measured at fair value, rather than at the date of a commitment to an exit or disposal plan. |
Recent Accounting Standards | Recently Issued Accounting Standards In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which applies to all entities that are required to make disclosures about recurring or nonrecurring fair value measurements. The amendments in ASU 2018-13, which remove, modify or add certain disclosure requirements as part of the FASB’s disclosure framework project to improve the effectiveness of the notes to the financial statements, are effective for us beginning in 2020. The adoption of this guidance will not impact our financial position, results of operations or cash flows. Also in August 2018, the FASB issued ASU 2018-14, “Compensation – Retirement Benefits – Defined Benefit Plans –General (Subtopic 715-20) Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), which applies to all employers that sponsor defined benefit pension or other postretirement plans. The amendments in ASU 2018-14, which remove, modify or add certain disclosure requirements as part of the FASB’s disclosure framework project to improve the effectiveness of the notes to the financial statements, are effective for us beginning in 2021. The adoption of this guidance will not impact our financial position, results of operations or cash flows. Additionally, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-14”), which applies to all entities that are a customer in a hosting arrangement that is a service contract. The amendments in ASU 2018-14, which align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, are effective for us beginning in 2020. We do not expect adoption of this guidance to have a material effect on our financial position, results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which applies to entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. We will adopt ASU 2016-13 effective January 1, 2020 using the modified retrospective transition approach as of the period of adoption by recording a cumulative effect adjustment to increase accumulated deficit by $15 million to $20 million . We do not expect the adoption to have a material effect on our financial position, results of operations or cash flow. Recently Adopted Accounting Standards Effective January 1, 2019, as further discussed in Note 1, we adopted ASU 2016-02 using the modified retrospective transition approach as of the period of adoption. Effective January 1, 2018, as further discussed in Note 1, we adopted ASU 2014-09 and ASU 2016-01, and we early adopted ASU 2018-02. Also effective January 1, 2018, we adopted ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” and ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash,” both of which were applied using a retrospective transition method to each period presented and did not have any effect on our statements of cash flows. Effective January 1, 2017, as further discussed in Note 1, we adopted ASU 2016-09 and early adopted ASU 2017-07. We also early adopted ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350)” (“ASU 2017‑04”) for our annual goodwill impairment tests for the year ended December 31, 2017. The amendments in ASU 2017-04 modified the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer determines goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. Our adoption of ASU 2017-04 did not affect our financial position, results of operations or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Equity Method Investments | For investments acquired during the reported periods, amounts reflect 100% of the investee’s results beginning on the date of our acquisition of the investment. December 31, 2019 December 31, 2018 December 31, 2017 Current assets $ 1,180 $ 842 $ 805 Noncurrent assets $ 1,042 $ 662 $ 1,223 Current liabilities $ (372 ) $ (313 ) $ (354 ) Noncurrent liabilities $ (739 ) $ (430 ) $ (389 ) Noncontrolling interests $ (579 ) $ (530 ) $ (490 ) Years Ended December 31, 2019 2018 2017 Net operating revenues $ 2,680 $ 2,469 $ 2,907 Net income $ 765 $ 599 $ 558 Net income attributable to the investees $ 499 $ 372 $ 363 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Schedule of Components of Accounts Receivable | The principal components of accounts receivable are shown in the table below: December 31, 2019 December 31, 2018 Continuing operations: Patient accounts receivable $ 2,567 $ 2,427 Estimated future recoveries 162 148 Net cost reports and settlements receivable and valuation allowances 12 18 2,741 2,593 Discontinued operations 2 2 Accounts receivable, net $ 2,743 $ 2,595 |
Schedule of Estimated Costs for Charity Care and Self-Pay Patients | The following table shows our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses and which exclude the costs of our health plan businesses) of caring for our uninsured and charity patients in the years ended December 31, 2019 , 2018 and 2017 . Years Ended December 31, 2019 2018 2017 Estimated costs for: Uninsured patients $ 666 $ 640 $ 648 Charity care patients 156 124 121 Total $ 822 $ 764 $ 769 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Opening and Closing Balances of Contracts Assets and Liabilities | The opening and closing balances of contract assets for our Hospital Operations and other segment are as follows: December 31, 2018 $ 169 December 31, 2019 170 Increase/(decrease) $ 1 January 1, 2018 $ 171 December 31, 2018 169 Increase/(decrease) $ (2 ) The opening and closing balances of Conifer’s receivables, contract asset, and current and long-term contract liabilities are as follows: Contract Liability- Contract Liability- Contract Asset- Current Long-Term Receivables Unbilled Revenue Deferred Revenue Deferred Revenue December 31, 2018 $ 42 $ 11 $ 61 $ 20 December 31, 2019 26 11 61 18 Increase/(decrease) $ (16 ) $ — $ — $ (2 ) January 1, 2018 $ 89 $ 10 $ 80 $ 21 December 31, 2018 42 11 61 20 Increase/(decrease) $ (47 ) $ 1 $ (19 ) $ (1 ) |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Assets and Liabilities Classified as Held for Sale and Components of Business that have Been Disposed of or have Been Classified as Held for Sale | Assets and liabilities classified as held for sale at December 31, 2019 were comprised of the following: Accounts receivable $ 108 Other current assets 24 Investments and other long-term assets 6 Property and equipment 184 Other intangible assets 23 Goodwill 42 Current liabilities (35 ) Long-term liabilities (9 ) Net assets held for sale $ 343 The following table provides information on significant components of our business that have been recently disposed of or are classified as held for sale at December 31, 2019 : Years Ended December 31, 2019 2018 2017 Significant disposals: Loss from continuing operations, before income taxes Chicago area (includes a $14 million loss on sale in the 2019 period, $24 million of impairment charges in the 2018 period and $73 million of impairment charges in the 2017 period) $ (19 ) $ (41 ) $ (82 ) Total $ (19 ) $ (41 ) $ (82 ) Significant planned divestitures classified as held for sale: Income from continuing operations, before income taxes Memphis area (includes $26 million of impairment charges in the 2019 period) $ 8 $ 23 $ 33 Total $ 8 $ 23 $ 33 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related To Leases | The following table presents the components of our right-of-use assets and liabilities related to leases and their classification in our Consolidated Balance Sheet at December 31, 2019 : Component of Lease Balances Classification in Consolidated Balance Sheet December 31, 2019 Assets: Operating lease assets Investments and other assets $ 912 Finance lease assets Property and equipment, at cost, less 407 Total leased assets $ 1,319 Liabilities: Operating lease liabilities: Current Other current liabilities $ 159 Long-term Other long-term liabilities 858 Total operating lease liabilities 1,017 Finance lease liabilities: Current Current portion of long-term debt 143 Long-term Long-term debt, net of current portion 182 Total finance lease liabilities 325 Total lease liabilities $ 1,342 |
Schedule of Additional Information Related to Lease Expense, Terms and Discount Rates, and Cash Flow Information | The following table presents the components of our lease expense and their classification in our Consolidated Statement of Operations for the year ended December 31, 2019 : Year Ended Component of Lease Expense Classification on Consolidated Statements of Operations December 31, 2019 Operating lease expense Other operating expenses, net $ 211 Finance lease expense: Amortization of leased assets Depreciation and amortization 85 Interest on lease liabilities Interest expense 15 Total finance lease expense 100 Variable and short term-lease expense Other operating expenses, net 133 Total lease expense $ 444 The weighted-average lease terms and discount rates for operating and finance leases are presented in the following table: December 31, 2019 Weighted-average remaining lease term (years) Operating leases 7.8 Finance leases 5.4 Weighted-average discount rate Operating leases 5.6 % Finance leases 5.5 % Cash flow and other information related to leases is included in the following table: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 197 Operating cash outflows from finance leases $ 18 Financing cash outflows from finance leases $ 151 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 249 Finance leases $ 141 |
Operating Lease Liability Maturity Schedule | Future maturities of lease liabilities at December 31, 2019 are presented in the following table: Operating Leases Finance Leases Total 2020 $ 159 $ 143 $ 302 2021 180 96 276 2022 160 38 198 2023 140 10 150 2024 121 9 130 Later years 504 91 595 Total lease payments 1,264 387 1,651 Less: Imputed interest 247 62 309 Total lease obligations 1,017 325 1,342 Less: Current obligations 159 143 302 Long-term lease obligations $ 858 $ 182 $ 1,040 |
Finance Lease Liability Maturity Schedule | Future maturities of lease liabilities at December 31, 2019 are presented in the following table: Operating Leases Finance Leases Total 2020 $ 159 $ 143 $ 302 2021 180 96 276 2022 160 38 198 2023 140 10 150 2024 121 9 130 Later years 504 91 595 Total lease payments 1,264 387 1,651 Less: Imputed interest 247 62 309 Total lease obligations 1,017 325 1,342 Less: Current obligations 159 143 302 Long-term lease obligations $ 858 $ 182 $ 1,040 |
Schedule of Future Minimum Rental Payments for Operating Leases (prior to adoption of ASU 2016-02) | Future maturities of lease liabilities at December 31, 2018, prior to our adoption of ASU 2016-02, are presented in the following table: Years Ending December 31, Later Years Total 2019 2020 2021 2022 2023 Capital lease obligations $ 425 $ 140 $ 95 $ 57 $ 37 $ 21 $ 75 Long-term non-cancelable operating leases $ 932 $ 171 $ 151 $ 133 $ 113 $ 92 $ 272 |
Schedule of Future Minimum Lease Payments for Capital Leases (prior to adoption of ASU 2016-02) | Future maturities of lease liabilities at December 31, 2018, prior to our adoption of ASU 2016-02, are presented in the following table: Years Ending December 31, Later Years Total 2019 2020 2021 2022 2023 Capital lease obligations $ 425 $ 140 $ 95 $ 57 $ 37 $ 21 $ 75 Long-term non-cancelable operating leases $ 932 $ 171 $ 151 $ 133 $ 113 $ 92 $ 272 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Debt and Lease Obligation [Abstract] | |
Summary of Long-Term Debt | The table below shows our long-term debt as of December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Senior unsecured notes: 5.500% due 2019 $ — $ 468 6.750% due 2020 — 300 8.125% due 2022 2,800 2,800 6.750% due 2023 1,872 1,872 7.000% due 2025 478 478 6.875% due 2031 362 362 Senior secured first lien notes: 4.750% due 2020 — 500 6.000% due 2020 — 1,800 4.500% due 2021 — 850 4.375% due 2021 — 1,050 4.625% due 2024 1,870 1,870 4.625% due 2024 600 — 4.875% due 2026 2,100 — 5.125% due 2027 1,500 — Senior secured second lien notes: 7.500% due 2022 — 750 5.125% due 2025 1,410 1,410 6.250% due 2027 1,500 — Finance leases and mortgage notes 445 500 Unamortized issue costs and note discounts (186 ) (184 ) Total long-term debt 14,751 14,826 Less current portion 171 182 Long-term debt, net of current portion $ 14,580 $ 14,644 |
Schedule of Future Long Term Debt Maturities and Minimum Operating Lease Payments | Future long-term debt maturities, including finance lease obligations, as of December 31, 2019 are as follows: Years Ending December 31, Later Years Total 2020 2021 2022 2023 2024 Long-term debt, including finance lease obligations $ 14,937 $ 171 $ 112 $ 2,851 $ 1,903 $ 2,486 $ 7,414 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Plan [Abstract] | |
Schedule of Information Related to Stock-Based Awards by Grant Date | The table below shows certain stock option and restricted stock unit grants and other awards that comprise the stock-based compensation expense recorded in the year ended December 31, 2019 . Compensation cost is measured by the fair value of the awards on their grant dates and is recognized over the requisite service period of the awards, whether or not the awards had any intrinsic value during the period. Grant Date Awards Exercise Price Per Share Fair Value Per Share at Grant Date Stock-Based Compensation Expense for Year Ended December 31, 2019 (In Thousands) (In Millions) Stock Options: February 27, 2019 210 $ 28.26 $ 12.49 $ 1 February 28, 2018 442 $ 20.60 $ 8.83 1 March 1, 2017 821 $ 18.99 $ 8.52 1 Restricted Stock Units: July 9, 2019 94 $ 18.55 1 May 3, 2019 100 $ 16.18 2 February 27, 2019 800 $ 28.26 9 January 31, 2019 318 $ 21.99 2 June 28, 2018 51 $ 34.61 1 March 29, 2018 293 $ 24.25 4 February 28, 2018 204 $ 20.60 2 March 1, 2017 383 $ 18.99 2 August 25, 2014 456 $ 59.90 3 Other grants 2 USPI Management Equity Plan 11 $ 42 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the years ended December 31, 2019 , 2018 and 2017 : Options Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Weighted Average Remaining Life (In Millions) Outstanding at December 31, 2016 1,435,921 $ 22.87 Granted 1,396,307 18.24 Exercised (20,400 ) 4.56 Forfeited/Expired (247,006 ) 24.37 Outstanding at December 31, 2017 2,564,822 $ 20.35 Granted 635,196 21.33 Exercised (619,849 ) 18.19 Forfeited/Expired (317,426 ) 35.30 Outstanding at December 31, 2018 2,262,743 $ 19.12 Granted 230,713 28.28 Exercised (306,427 ) 18.05 Forfeited/Expired (226,037 ) 20.21 Outstanding at December 31, 2019 1,960,992 $ 20.24 $ 35 6.1 years Vested and expected to vest at December 31, 2019 1,960,992 $ 20.24 $ 35 6.1 years Exercisable at December 31, 2019 454,360 $ 17.26 $ 9 2.7 years |
Schedule of Assumptions Used to Determine Fair Value of Stock Options | These fair values were calculated based on each grant date, using a Monte Carlo simulation with the following assumptions: February 27, February 28, 2019 2018 Expected volatility 48% 46% Expected dividend yield 0% 0% Expected life 6.2 years 6.2 years Expected forfeiture rate 0% 0% Risk-free interest rate 2.53% 2.72% |
Summary of Information About Stock Options by Range of Exercise Prices | The following table summarizes information about our outstanding stock options at December 31, 2019 : Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Weighted Average Exercise Price $16.43 to $19.759 1,224,289 5.2 years $ 18.14 408,526 $ 16.43 $19.76 to $35.430 736,703 7.5 years 23.74 45,834 24.63 1,960,992 6.1 years $ 20.24 454,360 $ 17.26 |
Schedule of Stock Options by Monetary Status and Employment Status of the Awardees | As of December 31, 2019 , 61.2% of all our outstanding options were held by current employees and 38.8% were held by former employees. Of our outstanding options, 100% were in-the-money, that is, they had exercise price less than the $38.03 market price of our common stock on December 31, 2019 . There were no options out-of-the-money. In-the-Money Options Out-of-the-Money Options All Options Outstanding % of Total Outstanding % of Total Outstanding % of Total Current employees 1,199,274 61.2 % — — % 1,199,274 61.2 % Former employees 761,718 38.8 % — — % 761,718 38.8 % Totals 1,960,992 100.0 % — — % 1,960,992 100.0 % % of all outstanding options 100.0 % — % 100.0 % |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity during the years ended December 31, 2019 , 2018 and 2017 : Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Unvested at December 31, 2016 3,174,533 $ 38.75 Granted 714,018 18.25 Vested (1,397,953 ) 35.50 Forfeited (236,610 ) 32.13 Unvested at December 31, 2017 2,253,988 $ 35.20 Granted 765,184 24.74 Vested (995,331 ) 32.63 Forfeited (139,711 ) 36.01 Unvested at December 31, 2018 1,884,130 $ 32.25 Granted 1,481,021 27.87 Vested (1,562,191 ) 36.45 Forfeited (339,461 ) 24.74 Unvested at December 31, 2019 1,463,499 $ 25.08 |
Schedule of Employee Stock Purchase Plan Activity | We sold the following numbers of shares under our employee stock purchase plan in the years ended December 31, 2019 , 2018 and 2017 : Years Ended December 31, 2019 2018 2017 Number of shares 215,422 228,045 395,957 Weighted average price $ 24.44 $ 22.96 $ 17.28 |
Schedule of Reconciliation of Funded Status of Plans, the Amounts included in the Consolidated Balance Sheets and Assumptions Used for Projected Benefit Obligations | The following tables summarize the balance sheet impact, as well as the benefit obligations, funded status and rate assumptions associated with the SERPs and the DMC Pension Plan based on actuarial valuations prepared as of December 31, 2019 and 2018 : December 31, 2019 2018 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,301 ) $ (1,455 ) Service cost — (2 ) Interest cost (58 ) (56 ) Actuarial gain (loss) (132 ) 90 Benefits paid 123 122 Special termination benefit costs (1 ) — Ending obligations (1,369 ) (1,301 ) Fair value of plans assets Beginning plan assets 731 850 Gain (loss) on plan assets 128 (65 ) Employer contribution 33 47 Benefits paid (102 ) (101 ) Ending plan assets 790 731 Funded status of plans $ (579 ) $ (570 ) Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (19 ) $ (49 ) Other long-term liability $ (560 ) $ (521 ) Accumulated other comprehensive loss $ 323 $ 281 SERP Assumptions: Discount rate 3.50 % 4.50 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2019 December 31, 2018 DMC Pension Plan Assumptions: Discount rate 3.60 % 4.62 % Compensation increase rate Frozen Frozen Measurement date December 31, 2019 December 31, 2018 (1) The accumulated benefit obligation at December 31, 2019 and 2018 was approximately $1.367 billion and $1.299 billion , respectively. |
Schedule of Components of Net Benefit Costs and Assumptions Used for Net Periodic Benefit Costs | The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2019 2018 2017 Service costs $ — $ 2 $ 2 Interest costs 58 56 62 Expected return on plan assets (46 ) (54 ) (50 ) Amortization of net actuarial loss 10 14 14 Special termination benefit costs 1 — — Net periodic benefit cost $ 23 $ 18 $ 28 SERP Assumptions: Discount rate 4.50 % 3.75 % 4.25 % Long-term rate of return on assets n/a n/a n/a Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2019 January 1, 2018 January 1, 2017 Census date January 1, 2019 January 1, 2018 January 1, 2017 DMC Pension Plan Assumptions: Discount rate 4.62 % 4.00 % 4.42 % Long-term rate of return on assets 6.50 % 6.50 % 6.50 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2019 January 1, 2018 January 1, 2017 Census date January 1, 2019 January 1, 2018 January 1, 2017 |
Schedule of Weighted-Average Asset Allocations by Asset Category | The weighted-average asset allocations by asset category as of December 31, 2019 , were as follows: Asset Category Target Actual Cash and cash equivalents 2 % 2 % U.S. government obligations — % 2 % Equity securities 65 % 64 % Debt securities 33 % 32 % Alternative investments — % — % |
Summary of DMC Pension Plan Assets Measured at Fair Value on a Recurring Basis Aggregated by the Level in the Fair Value Hierarchy | The following tables summarize the DMC Pension Plan assets measured at fair value on a recurring basis as of December 31, 2019 and 2018 , aggregated by the level in the fair value hierarchy within which those measurements are determined. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. We consider a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices for similar assets, interest rates and yield curves. Fair values determined by Level 3 inputs 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. December 31, 2019 Level 1 Level 2 Level 3 Cash and cash equivalents $ 37 $ 37 $ — $ — U.S. government obligations 9 9 — — Equity securities 461 461 — — Fixed income funds 283 283 — — Futures contracts — — — — $ 790 $ 790 $ — $ — December 31, 2018 Level 1 Level 2 Level 3 Cash and cash equivalents $ 33 $ 33 $ — $ — U.S. government obligations 9 9 — — Equity securities 423 423 — — Fixed income funds 262 262 — — Futures contracts $ 4 $ 4 $ 731 $ 731 $ — $ — |
Schedule of Estimated Future Benefit Payments | The following table presents the estimated future benefit payments to be made from the SERPs and the DMC Pension Plan, a portion of which will be funded from plan assets, for the next five years and in the aggregate for the five years thereafter: Years Ending December 31, Five Years Total 2020 2021 2022 2023 2024 Thereafter Estimated benefit payments $ 876 $ 85 $ 87 $ 89 $ 89 $ 90 $ 436 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | The principal components of property and equipment are shown in the following table. Prior to the adoption of ASU 2016-02 effective January 1, 2019, assets under capital leases were included with buildings and improvements and with equipment in the following table. December 31, 2019 2018 Land $ 602 $ 613 Buildings and improvements 6,856 6,920 Construction in progress 184 199 Equipment 4,173 4,482 Finance lease assets 561 — 12,376 12,214 Accumulated depreciation and amortization (5,498 ) (5,221 ) Net property and equipment $ 6,878 $ 6,993 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | 2019 2018 Conifer As of January 1: Goodwill $ 605 $ 605 Accumulated impairment losses — — Total 605 605 Goodwill acquired during the year and purchase price allocation adjustments — — Total $ 605 $ 605 As of December 31: Goodwill $ 605 $ 605 Accumulated impairment losses — — Total $ 605 $ 605 2019 2018 Ambulatory Care As of January 1: Goodwill $ 3,696 $ 3,437 Accumulated impairment losses — — Total 3,696 3,437 Goodwill acquired during the year and purchase price allocation adjustments 43 219 Goodwill related to assets held for sale and disposed or deconsolidated facilities — 40 Total $ 3,739 $ 3,696 As of December 31: Goodwill $ 3,739 $ 3,696 Accumulated impairment losses — — Total $ 3,739 $ 3,696 The following table provides information on changes in the carrying amount of goodwill, which is included in the accompanying Consolidated Balance Sheets as of 2019 and 2018 : 2019 2018 Hospital Operations and other As of January 1: Goodwill $ 5,410 $ 5,406 Accumulated impairment losses (2,430 ) (2,430 ) Total 2,980 2,976 Goodwill acquired during the year and purchase price allocation adjustments — 1 Goodwill related to assets held for sale and disposed or deconsolidated facilities (72 ) 3 Total $ 2,908 $ 2,980 As of December 31: Goodwill $ 5,338 $ 5,410 Accumulated impairment losses (2,430 ) (2,430 ) Total $ 2,908 $ 2,980 |
Schedule of Other Intangible Assets | The following table provides information regarding other intangible assets, which are included in the accompanying Consolidated Balance Sheets as of 2019 and 2018 : Gross Carrying Amount Accumulated Amortization Net Book Value At December 31, 2019: Capitalized software costs $ 1,616 $ (912 ) $ 704 Trade names 102 — 102 Contracts 869 (94 ) 775 Other 107 (86 ) 21 Total $ 2,694 $ (1,092 ) $ 1,602 At December 31, 2018: Capitalized software costs $ 1,667 $ (858 ) $ 809 Trade Names 102 — 102 Contracts 871 (76 ) 795 Other 104 (79 ) 25 Total $ 2,744 $ (1,013 ) $ 1,731 |
Schedule of Estimated Future Amortization of Intangibles with Finite Useful Lives | Estimated future amortization of intangibles with finite useful lives as of December 31, 2019 is as follows: Total Years Ending December 31, Later Years 2020 2021 2022 2023 2024 Amortization of intangible assets $ 1,037 $ 156 $ 142 $ 130 $ 122 $ 104 $ 383 |
INVESTMENTS AND OTHER ASSETS (T
INVESTMENTS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments and Other Assets | The principal components of investments and other assets in the accompanying Consolidated Balance Sheets are as follows: December 31, 2019 2018 Marketable securities $ 2 $ 40 Equity investments in unconsolidated healthcare entities 978 956 Total investments 980 996 Cash surrender value of life insurance policies 36 30 Long-term deposits 59 44 California provider fee program receivables 213 231 Operating lease assets 912 — Land held for expansion, other long-term receivables and other assets 169 155 Investments and other assets $ 2,369 $ 1,456 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Our accumulated other comprehensive loss is comprised of the following: December 31, 2019 2018 Adjustments for defined benefit plans $ (257 ) $ (223 ) Accumulated other comprehensive loss $ (257 ) $ (223 ) |
NET OPERATING REVENUES - (Table
NET OPERATING REVENUES - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Sources of Net Operating Revenues Less Provisions for Doubtful Accounts and Implicit Price Concessions | The table below shows the composition of net operating revenues for our Ambulatory Care segment: Years Ended December 31, 2019 2018 2017 Net patient service revenues $ 2,040 $ 1,965 $ 1,816 Management fees 95 92 93 Revenue from other sources 23 28 31 Net operating revenues $ 2,158 $ 2,085 $ 1,940 The table below shows our sources of net operating revenues less provision for doubtful accounts and implicit price concessions from continuing operations: Years Ended December 31, 2019 2018 2017 Hospital Operations and other: Net patient service revenues from hospitals and related Medicare $ 2,888 $ 2,882 $ 3,243 Medicaid 1,193 1,294 1,304 Managed care 9,516 9,213 9,583 Uninsured 92 96 91 Indemnity and other 679 596 608 Total 14,368 14,081 14,829 Other revenues (1) 1,154 1,204 1,431 Hospital Operations and other total prior to 15,522 15,285 16,260 Ambulatory Care 2,158 2,085 1,940 Conifer 1,372 1,533 1,597 Inter-segment eliminations (573 ) (590 ) (618 ) Net operating revenues $ 18,479 $ 18,313 $ 19,179 The table below shows the composition of net operating revenues for our Conifer segment: Years Ended December 31, 2019 2018 2017 Revenue cycle services – Tenet $ 556 $ 568 $ 583 Revenue cycle services – other customers 713 855 891 Other services – Tenet 17 22 35 Other services – other customers 86 88 88 Net operating revenues $ 1,372 $ 1,533 $ 1,597 |
Revenue Expected to be Recognized in the Future Related to Performance Obligations | The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume or contingency based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed-fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032. Years Ending December 31, Later Years Total 2020 2021 2022 2023 2024 Performance obligations $ 7,347 $ 601 $ 598 $ 598 $ 597 $ 550 $ 4,403 |
CLAIMS AND LAWSUITS (Tables)
CLAIMS AND LAWSUITS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Reconciliations Of Legal Settlements And Related Costs | The following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded in continuing operations during the years ended December 31, 2019 , 2018 and 2017 . No amounts were recorded in discontinued operations in the 2019, 2018 and 2017 periods. Balances at Beginning of Period Litigation and Investigation Costs Cash Payments Other Balances at End of Period Year Ended December 31, 2019 $ 8 $ 141 $ (55 ) $ (8 ) $ 86 Year Ended December 31, 2018 $ 12 $ 38 $ (41 ) $ (1 ) $ 8 Year Ended December 31, 2017 $ 12 $ 23 $ (23 ) $ — $ 12 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Schedule of Changes in Redeemable Noncontrolling Interests in Equity of Consolidated Subsidiaries | The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries during the years ended 2019 and 2018 : December 31, 2019 2018 Balances at beginning of period $ 1,420 $ 1,866 Net income 192 190 Distributions paid to noncontrolling interests (145 ) (142 ) Accretion of redeemable noncontrolling interests 18 173 Purchases and sales of businesses and noncontrolling interests, net 21 (667 ) Balances at end of period $ 1,506 $ 1,420 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes For Continuing Operations | The provision for income taxes for continuing operations for the years ended December 31, 2019 , 2018 and 2017 consists of the following: Years Ended December 31, 2019 2018 2017 Current tax expense (benefit): Federal $ (6 ) $ (6 ) $ (4 ) State 26 33 23 20 27 19 Deferred tax expense (benefit): Federal 134 159 202 State (1 ) (10 ) (2 ) 133 149 200 $ 153 $ 176 $ 219 |
Schedule of Reconciliation Between Reported Income Tax Expense (Benefit) and Income Taxes Calculated by the Statutory Federal Income Tax Rate | A reconciliation between the amount of reported income tax expense and the amount computed by multiplying income (loss) from continuing operations before income taxes by the statutory federal income tax rate is shown below. State income tax expense for the year ended December 31, 2019 includes $2 million of expense related to the write-off of expired or worthless unutilized state net operating loss carryforwards and other deferred tax assets for which a full valuation allowance had been provided in prior years. A corresponding tax benefit of $2 million is included for the year ended December 31, 2019 to reflect the reduction in the valuation allowance. Foreign pre-tax loss for the years ended December 31, 2019 and 2018 was $6 million . Years Ended December 31, 2019 2018 2017 Tax expense (benefit) at statutory federal rate of 21% in 2019 and 2018 $ 62 $ 134 $ (35 ) State income taxes, net of federal income tax benefit 20 23 4 Expired state net operating losses, net of federal income tax benefit 2 9 28 Tax attributable to noncontrolling interests (79 ) (70 ) (113 ) Nondeductible goodwill 4 8 109 Nondeductible executive compensation 6 4 — Nondeductible litigation costs 7 — — Expired charitable contribution carryforward 8 — — Impact of decrease in federal tax rate on deferred taxes — (1 ) 246 Reversal of permanent reinvestment assumption and other adjustments related to divestiture of foreign subsidiary — (6 ) (30 ) Stock-based compensation tax deficiencies 4 5 15 Changes in valuation allowance (including impact of decrease in federal tax rate) 133 76 — Change in tax contingency reserves, including interest (14 ) (1 ) (6 ) Prior-year provision to return adjustments and other changes in deferred taxes (3 ) (5 ) 4 Other items 3 — (3 ) Income tax expense $ 153 $ 176 $ 219 |
Schedule of Components of Deferred Tax Assets and Liabilities, Including Any Valuation Allowance | The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance: December 31, 2019 December 31, 2018 Assets Liabilities Assets Liabilities Depreciation and fixed-asset differences $ — $ 282 $ — $ 297 Reserves related to discontinued operations and restructuring charges 14 — 24 — Receivables (doubtful accounts and adjustments) 165 — 155 — Accruals for retained insurance risks 195 — 205 — Intangible assets — 356 — 341 Other long-term liabilities 35 — 39 — Benefit plans 274 — 255 — Other accrued liabilities 45 — 32 — Investments and other assets — 95 — 83 Interest expense limitation 219 — 89 — Net operating loss carryforwards 179 — 266 — Stock-based compensation 19 — 24 — Other items 45 34 88 32 1,190 767 1,177 753 Valuation allowance (281 ) — (148 ) — $ 909 $ 767 $ 1,029 $ 753 |
Reconciliation of the Deferred Tax Assets and Liabilities and the Corresponding Amounts Reported in the Accompanying Consolidated Balance Sheets | Below is a reconciliation of the deferred tax assets and liabilities and the corresponding amounts reported in the accompanying Consolidated Balance Sheets. December 31, 2019 2018 Deferred income tax assets $ 169 $ 312 Deferred tax liabilities (27 ) (36 ) Net deferred tax asset $ 142 $ 276 |
Schedule of Changes in Unrecognized Tax Benefits That Have Impacted Deferred Tax Assets and Liabilities | The following table summarizes the total changes in unrecognized tax benefits in continuing operations during the years ended December 31, 2019 , 2018 and 2017 . There were no such changes in discontinued operations. The additions and reductions for tax positions include the impact of items for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductions. Such amounts include unrecognized tax benefits that have impacted deferred tax assets and liabilities at December 31, 2019 , 2018 and 2017 . Continuing Operations Balance At December 31, 2016 $ 35 Additions for prior-year tax positions 31 Reductions for tax positions of prior years (15 ) Reductions due to a lapse of statute of limitations (5 ) Balance At December 31, 2017 $ 46 Reductions due to a lapse of statute of limitations (1 ) Balance At December 31, 2018 $ 45 Reductions due to a lapse of statute of limitations (14 ) Balance At December 31, 2019 $ 31 |
EARNINGS (LOSS) PER COMMON SH_2
EARNINGS (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators of our Basic and Diluted Earnings (Loss) Per Common Share | The following table 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 years ended December 31, 2019 , 2018 and 2017 . 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 Shareholders (Numerator) Weighted Average Shares (Denominator) Per-Share Amount Year Ended December 31, 2019 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (243 ) 103,398 $ (2.35 ) 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 $ (243 ) 103,398 $ (2.35 ) Year Ended December 31, 2018 Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 108 102,110 $ 1.06 Effect of dilutive stock options, restricted stock units and deferred compensation units — 1,771 (0.02 ) Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 108 103,881 $ 1.04 Year Ended December 31, 2017 Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share $ (704 ) 100,592 $ (7.00 ) 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 $ (704 ) 100,592 $ (7.00 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | The following tables present this information and 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, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs 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, such as internal estimates of future cash flows. December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-lived assets held for sale $ 387 $ — $ 387 $ — December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-lived assets held for sale $ 39 $ — $ 39 $ — Long-lived assets held and used $ 130 $ — $ 130 $ — |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | Preliminary or final purchase price allocations for all the acquisitions made during the years ended December 31, 2019, 2018 and 2017 are as follows: 2019 2018 2017 Current assets $ 16 $ 6 $ 7 Property and equipment 20 19 9 Other intangible assets 4 9 8 Goodwill 43 220 91 Other long-term assets, including previously held equity method investments 24 (18 ) (3 ) Current liabilities (16 ) — (8 ) Long-term liabilities (35 ) (15 ) (2 ) Redeemable noncontrolling interests in equity of consolidated subsidiaries (18 ) (21 ) (29 ) Noncontrolling interests (7 ) (85 ) (18 ) Cash paid, net of cash acquired (25 ) (113 ) (50 ) Gains on consolidations $ 6 $ 2 $ 5 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Assets by Reportable Segment to Consolidated Assets | The following table includes amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations: December 31, December 31, December 31, Assets: Hospital Operations and other $ 16,182 $ 15,684 $ 16,466 Ambulatory Care 6,195 5,711 5,822 Conifer 974 1,014 1,097 Total $ 23,351 $ 22,409 $ 23,385 |
Reconciliation of Other Significant Reconciling Items From Segments to Consolidated | Years Ended December 31, 2019 2018 2017 Capital expenditures: Hospital Operations and other $ 572 $ 527 $ 625 Ambulatory Care 75 68 60 Conifer 23 22 22 Total $ 670 $ 617 $ 707 Net operating revenues: Hospital Operations and other total prior to inter-segment eliminations $ 15,522 $ 15,285 $ 16,260 Ambulatory Care 2,158 2,085 1,940 Conifer Tenet 573 590 618 Other clients 799 943 979 Total Conifer revenues 1,372 1,533 1,597 Inter-segment eliminations (573 ) (590 ) (618 ) Total $ 18,479 $ 18,313 $ 19,179 Equity in earnings of unconsolidated affiliates: Hospital Operations and other $ 15 $ 10 $ 4 Ambulatory Care 160 140 140 Total $ 175 $ 150 $ 144 Adjusted EBITDA: Hospital Operations and other $ 1,425 $ 1,411 $ 1,462 Ambulatory Care 895 792 699 Conifer 386 357 283 Total $ 2,706 $ 2,560 $ 2,444 Depreciation and amortization: Hospital Operations and other $ 733 $ 685 $ 736 Ambulatory Care 72 68 84 Conifer 45 49 50 Total $ 850 $ 802 $ 870 Adjusted EBITDA $ 2,706 $ 2,560 $ 2,444 Income (loss) from divested and closed businesses (2 ) 9 (41 ) Depreciation and amortization (850 ) (802 ) (870 ) Impairment and restructuring charges, and acquisition-related costs (185 ) (209 ) (541 ) Litigation and investigation costs (141 ) (38 ) (23 ) Interest expense (985 ) (1,004 ) (1,028 ) Gain (loss) from early extinguishment of debt (227 ) 1 (164 ) Other non-operating expense, net (5 ) (5 ) (22 ) Net gains (losses) on sales, consolidation and deconsolidation of facilities (15 ) 127 144 Income (loss) from continuing operations, before income taxes $ 296 $ 639 $ (101 ) |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Year Ended December 31, 2019 First Second Third Fourth Net operating revenues $ 4,545 $ 4,560 $ 4,568 $ 4,806 Net income (loss) $ 65 $ 112 $ (152 ) $ 129 Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders $ (19 ) $ 17 $ (232 ) $ 2 Earnings (loss) per share available (attributable) to Tenet Healthcare Corporation common shareholders: Basic $ (0.18 ) $ 0.17 $ (2.24 ) $ 0.02 Diluted $ (0.18 ) $ 0.16 $ (2.24 ) $ 0.02 Year Ended December 31, 2018 First Second Third Fourth Net operating revenues $ 4,699 $ 4,506 $ 4,489 $ 4,619 Net income $ 191 $ 108 $ 65 $ 102 Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders $ 99 $ 26 $ (9 ) $ (5 ) Earnings (loss) per share available (attributable) to Tenet Healthcare Corporation common shareholders: Basic $ 0.98 $ 0.25 $ (0.09 ) $ (0.04 ) Diluted $ 0.96 $ 0.25 $ (0.09 ) $ (0.04 ) |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Description of Business (Details) $ in Millions | Jul. 03, 2017USD ($) | Apr. 30, 2018USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2019hospitalcenter | Mar. 31, 2016 |
Business Acquisition | ||||||
Number of hospitals operated by subsidiaries | hospital | 65 | |||||
Number of outpatient centers | center | 500 | |||||
Number of facilities owned by subsidiaries | hospital | 109 | |||||
United Surgical Partners International | ||||||
Business Acquisition | ||||||
Payment contributed to joint venture | $ | $ 716 | $ 630 | $ 716 | $ 127 | ||
Joint venture ownership (as a percentage) | 80.00% | 15.00% | 80.00% | 56.30% | 50.10% | |
Redeemable noncontrolling interests | United Surgical Partners International | ||||||
Business Acquisition | ||||||
Payment contributed to joint venture | $ | $ 127 | |||||
Joint venture ownership (as a percentage) | 95.00% | 56.30% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Jan. 01, 2018 | |
Business Acquisition | |||||||||||||
Operating lease assets | $ 912 | $ 912 | $ 822 | ||||||||||
Operating lease, current liabilities | 159 | 159 | 147 | ||||||||||
Operating lease, long-term liabilities | 858 | 858 | 715 | ||||||||||
Cumulative effect of accounting change | 1 | $ 0 | |||||||||||
Implicit price concessions | $ 4,806 | $ 4,568 | $ 4,560 | $ 4,545 | $ 4,619 | $ 4,489 | $ 4,506 | $ 4,699 | $ 18,479 | $ 18,313 | $ 19,179 | ||
Accounting Standards Update 2016-02 | |||||||||||||
Business Acquisition | |||||||||||||
Cumulative effect of accounting change | $ 1 | ||||||||||||
Accounting Standards Update 2014-09 | |||||||||||||
Business Acquisition | |||||||||||||
Implicit price concessions | $ 1,422 | ||||||||||||
Contract with customer, asset | 171 | ||||||||||||
Accounting Standards Update 2018-02 | |||||||||||||
Business Acquisition | |||||||||||||
Cumulative effect of accounting change | 36 | ||||||||||||
Accounting Standards Update 2016-01 | |||||||||||||
Business Acquisition | |||||||||||||
Cumulative effect of accounting change | $ 7 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES - Net Operating Revenues (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Cost report filing period after end of annual cost reporting period | 5 years |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash and Cash Equivalents | |||
Cash and cash equivalents | $ 262 | $ 411 | |
Accrued property and equipment purchases for items received but not yet paid | 136 | 135 | $ 117 |
Capital (finance) leases | 141 | 149 | 162 |
Captive insurance subsidiaries | |||
Cash and Cash Equivalents | |||
Cash and cash equivalents | 176 | 177 | |
Health plan related businesses | |||
Cash and Cash Equivalents | |||
Cash and cash equivalents | 2 | 8 | |
Accounts payable | |||
Cash and Cash Equivalents | |||
Book overdrafts classified as accounts payable | 246 | 288 | |
Accrued property and equipment purchases for items received but not yet paid | $ 119 | $ 114 | $ 79 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Investments in Unconsolidated Affiliates (Details) $ in Millions | 2 Months Ended | 12 Months Ended | ||
Feb. 28, 2018hospital | Dec. 31, 2019USD ($)hospital | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of investee results reflected on date of acquisition | 1 | |||
Current assets | $ 1,180 | $ 842 | $ 805 | |
Noncurrent assets | 1,042 | 662 | 1,223 | |
Current liabilities | (372) | (313) | (354) | |
Noncurrent liabilities | (739) | (430) | (389) | |
Noncontrolling interests | (579) | (530) | (490) | |
Net operating revenues | 2,680 | 2,469 | 2,907 | |
Net income | 765 | 599 | 558 | |
Net income attributable to the investees | 499 | 372 | 363 | |
Equity in earnings of unconsolidated affiliates | 175 | 150 | 144 | |
Texas Health Ventures Group, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in earnings of unconsolidated affiliates | $ 79 | 70 | $ 69 | |
Ambulatory Care | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of outpatient centers recorded not using equity method | hospital | 238 | |||
Number of outpatient centers recorded using equity method | hospital | 108 | |||
Number of outpatient centers | hospital | 346 | |||
Hospital Operations and other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of hospitals recorded using equity method | hospital | 4 | |||
Gain on sale of minority interest in hospitals | $ 11 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Buildings and improvements | Minimum | |||
Property and equipment | |||
Useful life | 15 years | ||
Buildings and improvements | Maximum | |||
Property and equipment | |||
Useful life | 40 years | ||
Equipment | Minimum | |||
Property and equipment | |||
Useful life | 3 years | ||
Equipment | Maximum | |||
Property and equipment | |||
Useful life | 15 years | ||
Newly constructed hospitals | |||
Property and equipment | |||
Useful life | 50 years | ||
Construction in progress | |||
Property and equipment | |||
Interest costs capitalized related to construction projects | $ 11 | $ 7 | $ 15 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets | |
Estimated useful life | 15 years |
Capitalized software costs | Minimum | |
Goodwill and Other Intangible Assets | |
Estimated useful life | 3 years |
Capitalized software costs | Maximum | |
Goodwill and Other Intangible Assets | |
Estimated useful life | 15 years |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Property and equipment | |
Intangible assets, estimated useful life | 15 years |
Minimum | |
Property and equipment | |
Finance lease renewal term | 5 years |
Maximum | |
Property and equipment | |
Finance lease renewal term | 10 years |
Real estate | Minimum | |
Property and equipment | |
Operating lease, term of contract | 5 years |
Real estate | Maximum | |
Property and equipment | |
Operating lease, term of contract | 10 years |
Equipment | |
Property and equipment | |
Operating lease, term of contract | 3 years |
Equipment | Minimum | |
Property and equipment | |
Useful life | 3 years |
Equipment | Maximum | |
Property and equipment | |
Useful life | 15 years |
Medical Equipment | |
Property and equipment | |
Operating lease, term of contract | 3 years |
Medical Equipment | Minimum | |
Property and equipment | |
Useful life | 5 years |
Medical Equipment | Maximum | |
Property and equipment | |
Useful life | 7 years |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES - Insurance and Segments (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accruals for General and Professional Liability Risks | ||
Risk-free discount rate (percentage) | 1.83% | 2.59% |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details) - hospital | 8 Months Ended | |||
Aug. 16, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition | ||||
Revenue generated by general hospitals | 81.00% | 80.00% | 82.00% | |
United Surgical Partners International | European Surgical Partners Ltd | ||||
Business Acquisition | ||||
Number of private hospitals | 9 |
EQUITY - Changes in Shareholder
EQUITY - Changes in Shareholders' Equity - Noncontrolling interests (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | $ 483 | $ 687 | $ 539 | $ 1,082 |
Net income attributable to noncontrolling interests | (38) | 276 | (559) | |
Noncontrolling Interests | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 854 | 806 | 686 | $ 665 |
Net income attributable to noncontrolling interests | 194 | 165 | 145 | |
Noncontrolling Interests | Hospital Operations and other | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 114 | 112 | ||
Net income attributable to noncontrolling interests | 16 | 8 | 11 | |
Noncontrolling Interests | Ambulatory Care | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests balance | 740 | 694 | ||
Net income attributable to noncontrolling interests | $ 178 | $ 157 | $ 134 |
ACCOUNTS RECEIVABLE - Component
ACCOUNTS RECEIVABLE - Components (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 2,743 | $ 2,595 |
Continuing Operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Patient accounts receivable | 2,567 | 2,427 |
Estimated future recoveries | 162 | 148 |
Net cost reports and settlements receivable and valuation allowances | 12 | 18 |
Accounts receivable, net | 2,741 | 2,593 |
Discontinued operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 2 | $ 2 |
ACCOUNTS RECEIVABLE - Narrative
ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable and allowance for doubtful accounts | ||
Receivables | $ 2,743 | $ 2,595 |
Accounts receivable, after allowance for credit loss, noncurrent | 213 | 231 |
Payables | 1,204 | 1,207 |
California's Provider Fee Program | Other current assets | ||
Accounts receivable and allowance for doubtful accounts | ||
Receivables | 316 | 278 |
California's Provider Fee Program | Other assets | ||
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, after allowance for credit loss, noncurrent | 213 | 231 |
California's Provider Fee Program | Other current liabilities | ||
Accounts receivable and allowance for doubtful accounts | ||
Payables | 115 | 100 |
California's Provider Fee Program | Other long-term liabilities | ||
Accounts receivable and allowance for doubtful accounts | ||
Liabilities, Noncurrent | $ 57 | $ 42 |
ACCOUNTS RECEIVABLE - Allowance
ACCOUNTS RECEIVABLE - Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | $ 822 | $ 764 | $ 769 |
Self-Pay | |||
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | 666 | 640 | 648 |
Charity care patients | |||
Accounts receivable and allowance for doubtful accounts | |||
Estimated costs of caring | $ 156 | $ 124 | $ 121 |
CONTRACT BALANCES - Contract As
CONTRACT BALANCES - Contract Assets for Hospital Operations and Other Segments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contract with Customer, Asset, Rollforward [Abstract] | ||
Percentage of contract assets that meet the conditions for unconditional right to payment payment (percentage) | 85.00% | |
Hospital Operations and other: | ||
Contract with Customer, Asset, Rollforward [Abstract] | ||
Receivables | $ 169 | $ 171 |
Increase (decrease) in contract asset | 1 | (2) |
Receivables | $ 170 | $ 169 |
CONTRACT BALANCES - Contract _2
CONTRACT BALANCES - Contract Assets and Liabilities, Conifer (Details) - Conifer - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in Contract with Customer, Asset, Rollforward [Abstract] | ||
Receivables | $ 42 | $ 89 |
Contract asset - unbilled revenue | 11 | 10 |
Change in receivables | (16) | (47) |
Change in contract asset - unbilled revenue | 0 | 1 |
Receivables | 26 | 42 |
Contract asset - unbilled revenue | 11 | 11 |
Change in Contract with Customer, Liability Rollforward [Abstract] | ||
Contract liability- current deferred revenue | 61 | 80 |
Contract liability - long-term deferred revenue | 20 | 21 |
Contract liability- current deferred revenue | 61 | 61 |
Contract liability - long-term deferred revenue | 18 | 20 |
Amount of revenue recognized by Conifer that was included in the opening current deferred revenue liability | 61 | 72 |
Short-term Contract with Customer | ||
Change in Contract with Customer, Liability Rollforward [Abstract] | ||
Change in contract liability | 0 | (19) |
Long-term Contract with Customer | ||
Change in Contract with Customer, Liability Rollforward [Abstract] | ||
Change in contract liability | $ (2) | $ (1) |
CONTRACT BALANCES - Contract Co
CONTRACT BALANCES - Contract Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | |||
Amortized customer contract costs | $ 5 | $ 11 | $ 10 |
Unamortized contract costs | $ 25 | $ 28 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019USD ($)hospital | Mar. 31, 2019hospital | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Current Assets and Liabilities Held for Sale | |||||
Impairment charges | $ 42 | $ 77 | $ 402 | ||
Memphis area | Disposal group, held-for-sale, not discontinued operations | |||||
Current Assets and Liabilities Held for Sale | |||||
Number of hospitals | hospital | 2 | ||||
Assets held for sale | $ 387 | 387 | |||
Liabilities held for sale | $ 44 | 44 | |||
Impairment charges | 26 | ||||
Chicago-area | Disposal group, disposed of by sale, not discontinued operations | |||||
Current Assets and Liabilities Held for Sale | |||||
Number of hospitals | hospital | 3 | ||||
Impairment charges | $ 24 | $ 73 | |||
Loss on transaction | $ 14 |
ASSETS AND LIABILITIES HELD F_4
ASSETS AND LIABILITIES HELD FOR SALE - Net assets held for sale (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current liabilities | $ (44) | $ (43) |
Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 108 | |
Other current assets | 24 | |
Investments and other long-term assets | 6 | |
Property and equipment | 184 | |
Other intangible assets | 23 | |
Goodwill | 42 | |
Current liabilities | (35) | |
Long-term liabilities | (9) | |
Net assets held for sale | $ 343 |
ASSETS AND LIABILITIES HELD F_5
ASSETS AND LIABILITIES HELD FOR SALE - Significant Components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charges | $ 42 | $ 77 | $ 402 |
Disposal group, disposed of by sale, not discontinued operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss from continuing operations, before income taxes | (19) | (41) | (82) |
Disposal group, held-for-sale, not discontinued operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss from continuing operations, before income taxes | 8 | 23 | 33 |
Chicago-area | Disposal group, disposed of by sale, not discontinued operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss from continuing operations, before income taxes | (19) | (41) | (82) |
Gain (loss) on disposition of business | (14) | ||
Impairment charges | 24 | 73 | |
Memphis area | Disposal group, held-for-sale, not discontinued operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss from continuing operations, before income taxes | 8 | $ 23 | $ 33 |
Impairment charges | $ 26 |
IMPAIRMENT AND RESTRUCTURING _2
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)segmenthospital | Dec. 31, 2018USD ($)hospital | Dec. 31, 2017USD ($)investment | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Number of continuing operating segments | segment | 3 | ||
Impairment and restructuring charges, and acquisition-related costs | $ 185 | $ 209 | $ 541 |
Impairment charges | 42 | 77 | 402 |
Restructuring charges | 137 | 115 | 117 |
Acquisition costs | 6 | 17 | 22 |
Impairment charges | 40 | 40 | 364 |
Other impairment charges | 4 | 7 | |
Employee severance costs | 57 | 68 | 82 |
Lease termination costs | 6 | 17 | 15 |
Restructuring costs | $ 46 | 30 | 20 |
Acquisition-related transaction costs | $ 10 | 6 | |
Number of hospitals with impairment charges | hospital | 2 | 2 | |
Aggregate carrying value of assets held and used of the hospitals for which impairment charges were recorded | $ 130 | ||
Acquisition integration charges | 7 | 16 | |
Investments impairment | $ 31 | ||
Number of equity method investments with impairment charges | investment | 2 | ||
Memphis area | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | $ 26 | ||
Other impairment charges | 16 | ||
Chicago-area | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 24 | ||
Aspen | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 9 | ||
Hospital Operations and other | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 31 | 67 | $ 337 |
Ambulatory Care | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 6 | 9 | 63 |
Conifer | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charges | 5 | $ 1 | $ 2 |
Global Business Center In The Republic Of Philippines | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Restructuring charges | $ 28 |
LEASES - Balance Sheet Componen
LEASES - Balance Sheet Components (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 912 | $ 822 |
Finance lease assets | 407 | |
Total leased assets | 1,319 | |
Less: Current obligations | 159 | 147 |
Long-term lease obligations | 858 | $ 715 |
Total operating lease liabilities | 1,017 | |
Less: Current obligations | 143 | |
Long-term lease obligations | 182 | |
Total finance lease liabilities | 325 | |
Total lease liabilities | $ 1,342 |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 211 |
Finance lease expense: | |
Amortization of leased assets | 85 |
Interest on lease liabilities | 15 |
Total finance lease expense | 100 |
Variable and short term-lease expense | 133 |
Total lease expense | $ 444 |
Weighted-average remaining lease term (years), operating leases | 7 years 9 months 18 days |
Weighted-average remaining lease term (years), finance leases | 5 years 4 months 24 days |
Weighted-average discount rate, operating leases (percentage) | 5.60% |
Weighted-average discount rate, finance leases (percentage) | 5.50% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities [Abstract] | |
Operating cash outflows from operating leases | $ 197 |
Operating cash outflows from finance leases | 18 |
Financing cash outflows from finance leases | 151 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 249 |
Finance leases | $ 141 |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 |
Operating Leases | ||
2020 | $ 159 | |
2021 | 180 | |
2022 | 160 | |
2023 | 140 | |
2024 | 121 | |
Later years | 504 | |
Total lease payments | 1,264 | |
Less: Imputed interest | 247 | |
Total operating lease liabilities | 1,017 | |
Less: Current obligations | 159 | $ 147 |
Long-term lease obligations | 858 | $ 715 |
Finance Leases | ||
2020 | 143 | |
2021 | 96 | |
2022 | 38 | |
2023 | 10 | |
2024 | 9 | |
Later years | 91 | |
Total lease payments | 387 | |
Less: Imputed interest | 62 | |
Total finance lease liabilities | 325 | |
Less: Current obligations | 143 | |
Long-term lease obligations | 182 | |
Lease Liabilities, Payments, Due [Abstract] | ||
2020 | 302 | |
2021 | 276 | |
2022 | 198 | |
2023 | 150 | |
2024 | 130 | |
Later years | 595 | |
Total lease payments | 1,651 | |
Less: Imputed interest | 309 | |
Total lease liabilities | 1,342 | |
Less: Current obligations | 302 | |
Long-term lease obligations | $ 1,040 |
LEASES - Lease Obligations Prio
LEASES - Lease Obligations Prior to Adoption of ASU 2016-02 (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Capital lease obligations | ||
Total | $ 425 | |
2019 | 140 | |
2020 | 95 | |
2021 | 57 | |
2022 | 37 | |
2023 | 21 | |
Later Years | 75 | |
Long-term non-cancelable operating leases | ||
Total | 932 | |
2019 | 171 | |
2020 | 151 | |
2021 | 133 | |
2022 | 113 | |
2023 | 92 | |
Later Years | 272 | |
Rent expense | 326 | $ 340 |
Operating leases, sublease income | $ 11 | $ 14 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Aug. 26, 2019 | Feb. 05, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | May 31, 2018 | Mar. 31, 2018 | Jun. 14, 2017 |
Debt Instrument [Line Items] | ||||||||
Finance leases and mortgage notes | $ 445 | $ 500 | ||||||
Total long-term debt | 14,751 | 14,826 | ||||||
Less current portion | 171 | 182 | ||||||
Long-term debt, net of current portion | $ 14,580 | 14,644 | ||||||
5.500% due 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 5.50% | 5.50% | ||||||
6.750% due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 6.75% | |||||||
8.125% due 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 8.125% | |||||||
6.750% due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 6.75% | |||||||
7.000% due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 7.00% | |||||||
6.875% due 2031 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 6.875% | |||||||
4.750% due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 4.75% | |||||||
6.000% due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 6.00% | |||||||
4.500% due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 4.50% | |||||||
4.375% due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 4.375% | |||||||
4.875% due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 4.875% | |||||||
5.125% due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 5.125% | |||||||
7.500% due 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 7.50% | |||||||
6.250% due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 6.25% | |||||||
Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized issue costs and note discounts | $ (186) | (184) | ||||||
Senior Notes | 5.500% due 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 0 | 468 | ||||||
Senior Notes | 6.750% due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 0 | 300 | ||||||
Interest rate, stated percentage | 6.75% | |||||||
Senior Notes | 8.125% due 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 2,800 | 2,800 | ||||||
Senior Notes | 6.750% due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 1,872 | 1,872 | ||||||
Interest rate, stated percentage | 6.75% | |||||||
Senior Notes | 7.000% due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 478 | 478 | ||||||
Interest rate, stated percentage | 7.00% | 7.00% | ||||||
Senior Notes | 6.875% due 2031 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 362 | 362 | ||||||
Interest rate, stated percentage | 6.875% | 6.875% | ||||||
Senior Notes | 4.750% due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 0 | 500 | ||||||
Interest rate, stated percentage | 4.75% | |||||||
Senior Notes | 6.000% due 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 0 | 1,800 | ||||||
Interest rate, stated percentage | 6.00% | |||||||
Senior Notes | 4.500% due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 0 | 850 | ||||||
Interest rate, stated percentage | 4.50% | |||||||
Senior Notes | 4.375% due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | 0 | 1,050 | ||||||
Interest rate, stated percentage | 4.375% | |||||||
Senior Notes | 4.625% due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | $ 1,870 | 1,870 | ||||||
Interest rate, stated percentage | 4.625% | 4.625% | ||||||
Senior Notes | 4.625% due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | $ 600 | 0 | ||||||
Interest rate, stated percentage | 4.625% | 4.625% | ||||||
Senior Notes | 4.875% due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | $ 2,100 | 0 | ||||||
Interest rate, stated percentage | 7.50% | |||||||
Senior Notes | 5.125% due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | $ 1,500 | 0 | ||||||
Interest rate, stated percentage | 5.125% | |||||||
Senior Notes | 7.500% due 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | $ 0 | 750 | ||||||
Interest rate, stated percentage | 7.50% | |||||||
Senior Notes | 5.125% due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | $ 1,410 | 1,410 | ||||||
Interest rate, stated percentage | 5.125% | 5.125% | ||||||
Senior Notes | 6.250% due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying amount | $ 1,500 | $ 0 | ||||||
Interest rate, stated percentage | 6.25% |
LONG-TERM DEBT - Credit Agreeme
LONG-TERM DEBT - Credit Agreement and Letter of Credit Facility (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | |
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Revolving credit facility, maximum borrowing capacity | $ 1,500,000,000 | $ 1,000,000,000 | |
Line of credit facility, subfacility maximum available capacity | $ 200,000,000 | ||
Standby letters of credit outstanding | $ 1,000,000 | ||
Amount available for borrowing under revolving credit facility | $ 1,499,000,000 | ||
Credit Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Unused commitment fee (percentage) | 0.25% | ||
Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Unused commitment fee (percentage) | 0.375% | ||
Credit Agreement | Base rate | Minimum | |||
Debt Instrument [Line Items] | |||
Percentage margin on variable rate (percentage) | 0.25% | ||
Credit Agreement | Base rate | Maximum | |||
Debt Instrument [Line Items] | |||
Percentage margin on variable rate (percentage) | 0.75% | ||
Credit Agreement | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Percentage margin on variable rate (percentage) | 1.25% | ||
Credit Agreement | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Percentage margin on variable rate (percentage) | 1.75% | ||
Letter of Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility, maximum borrowing capacity | $ 180,000,000 | ||
Cash borrowings outstanding | 0 | ||
Standby letters of credit outstanding | 92,000,000 | ||
Borrowing capacity after increase subject to certain conditions | $ 200,000,000 | ||
Unused commitment fee percentage after step down (percentage) | 0.50% | ||
Secured debt to EBITDA ratio | 3 | ||
Issuance fee (percentage) | 1.50% | ||
Issuance fee, based on face amount (percentage) | 0.125% | ||
Letter of Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Number of business days after notice for reimbursement of drawings | 3 years |
LONG-TERM DEBT - Senior Secured
LONG-TERM DEBT - Senior Secured Notes and Senior Unsecured Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2018 | Nov. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 26, 2019 | Feb. 05, 2019 | Sep. 11, 2017 | Aug. 01, 2017 | Jul. 14, 2017 | Jun. 14, 2017 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Loss from early extinguishment of debt | $ (180,000,000) | $ (47,000,000) | $ (227,000,000) | $ 1,000,000 | $ (164,000,000) | |||||||||||||||
4.875% due 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 4.875% | |||||||||||||||||||
5.125% due 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 5.125% | |||||||||||||||||||
4.750% due 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 4.75% | |||||||||||||||||||
6.750% due 2023 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.75% | |||||||||||||||||||
6.000% due 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.00% | |||||||||||||||||||
4.500% due 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 4.50% | |||||||||||||||||||
4.375% due 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 4.375% | |||||||||||||||||||
6.250% due 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.25% | |||||||||||||||||||
6.750% due 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.75% | |||||||||||||||||||
7.500% due 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 7.50% | |||||||||||||||||||
5.500% due 2019 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 5.50% | 5.50% | ||||||||||||||||||
6.875% due 2031 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.875% | |||||||||||||||||||
7.000% due 2025 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 7.00% | |||||||||||||||||||
Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Redemption price percentage | 100.00% | |||||||||||||||||||
Repurchase obligation due to change of control percentage of principal | 101.00% | |||||||||||||||||||
Senior Notes | 4.625% due 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 600,000,000 | |||||||||||||||||||
Stated interest rate (percentage) | 4.625% | 4.625% | ||||||||||||||||||
Senior Notes | 4.875% due 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 2,100,000,000 | |||||||||||||||||||
Stated interest rate (percentage) | 7.50% | |||||||||||||||||||
Senior Notes | 5.125% due 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 1,500,000,000 | |||||||||||||||||||
Stated interest rate (percentage) | 5.125% | |||||||||||||||||||
Senior Notes | 4.750% due 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 4.75% | |||||||||||||||||||
Repurchased face amount | $ 500,000,000 | |||||||||||||||||||
Senior Notes | 6.750% due 2023 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.75% | 6.75% | ||||||||||||||||||
Repurchased face amount | $ 28,000,000 | $ 28,000,000 | ||||||||||||||||||
Senior Notes | 6.000% due 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.00% | |||||||||||||||||||
Repurchased face amount | $ 1,800,000,000 | |||||||||||||||||||
Senior Notes | 4.500% due 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 4.50% | |||||||||||||||||||
Repurchased face amount | $ 850,000,000 | |||||||||||||||||||
Senior Notes | 4.375% due 2021 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 4.375% | |||||||||||||||||||
Repurchased face amount | $ 1,050,000,000 | |||||||||||||||||||
Senior Notes | 6.250% due 2027 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 1,500,000,000 | |||||||||||||||||||
Stated interest rate (percentage) | 6.25% | |||||||||||||||||||
Senior Notes | 6.750% due 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.75% | |||||||||||||||||||
Repurchased face amount | $ 300,000,000 | |||||||||||||||||||
Senior Notes | 7.500% due 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 7.50% | |||||||||||||||||||
Repurchased face amount | 750,000,000 | |||||||||||||||||||
Senior Notes | 5.500% due 2019 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repurchased face amount | $ 22,000,000 | $ 10,000,000 | $ 22,000,000 | $ 468,000,000 | ||||||||||||||||
Proceeds from (repayments of) notes payable | $ 22,000,000 | $ 10,000,000 | ||||||||||||||||||
Senior Notes | 6.875% due 2031 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.875% | 6.875% | ||||||||||||||||||
Repurchased face amount | $ 38,000,000 | $ 30,000,000 | ||||||||||||||||||
Loss from early extinguishment of debt | $ (1,000,000) | |||||||||||||||||||
Proceeds from (repayments of) notes payable | 36,000,000 | $ 28,000,000 | ||||||||||||||||||
Amount of accrued and unpaid interest included in purchase price | $ 1,000,000 | |||||||||||||||||||
Senior Notes | 7.000% due 2025 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||||||||||||
Stated interest rate (percentage) | 7.00% | 7.00% | 7.00% | |||||||||||||||||
Repurchased face amount | $ 22,000,000 | $ 22,000,000 | ||||||||||||||||||
Loss from early extinguishment of debt | $ 1,000,000 | |||||||||||||||||||
Proceeds from (repayments of) notes payable | 51,000,000 | |||||||||||||||||||
Amount of accrued and unpaid interest included in purchase price | $ 1,000,000 | |||||||||||||||||||
Senior Notes | 4.625% due 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 830,000,000 | |||||||||||||||||||
Stated interest rate (percentage) | 4.625% | 4.625% | ||||||||||||||||||
Senior Notes | Senior Secured First Lien Notes Due 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 1,040,000,000 | |||||||||||||||||||
Stated interest rate (percentage) | 4.625% | |||||||||||||||||||
Loss from early extinguishment of debt | $ 26,000,000 | |||||||||||||||||||
Senior Notes | Debt Instrument Floating Percent Secured Senior Notes Due 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repurchased face amount | $ 900,000,000 | |||||||||||||||||||
Loss from early extinguishment of debt | $ (138,000,000) | |||||||||||||||||||
Senior Notes | 5.125% due 2025 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 1,410,000,000 | |||||||||||||||||||
Stated interest rate (percentage) | 5.125% | 5.125% | ||||||||||||||||||
Senior Notes | Debt Instrument, 6.25%, Senior Secured Notes Due 2018 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 6.25% | |||||||||||||||||||
Repurchased face amount | $ 1,041,000,000 | |||||||||||||||||||
Senior Notes | Debt Instrument, 5% Senior Notes Due 2019 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 5.00% | |||||||||||||||||||
Repurchased face amount | $ 1,100,000,000 | |||||||||||||||||||
Senior Notes | Debt Instrument, 8% Senior Notes Due 2020 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate (percentage) | 8.00% | 8.00% | ||||||||||||||||||
Repurchased face amount | $ 250,000,000 | $ 500,000,000 |
LONG-TERM DEBT - Covenants (Det
LONG-TERM DEBT - Covenants (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Credit Agreement | |
Covenants | |
Threshold limit of revolving credit facility | $ 150,000,000 |
Threshold limit of unused borrowing availability under the revolving credit facility (less than) | $ 150,000,000 |
Threshold limit of unused borrowing availability under the revolving credit facility, number of consecutive days | 3 years |
Senior Notes | Maximum | |
Covenants | |
Secured debt ratio | 4 |
Asset value as a percentage of consolidated net tangible assets for properties to be defined as principal property (percentage) | 15.00% |
Senior Notes | Minimum | |
Covenants | |
Asset value as a percentage of consolidated net tangible assets for properties to be defined as principal property (percentage) | 5.00% |
LONG-TERM DEBT - Future Maturit
LONG-TERM DEBT - Future Maturities (Details) $ in Millions | Dec. 31, 2019USD ($) |
Long-term debt, including finance lease obligations | |
Total | $ 14,937 |
2020 | 171 |
2021 | 112 |
2022 | 2,851 |
2023 | 1,903 |
2024 | 2,486 |
Later Years | $ 7,414 |
GUARANTEES (Details)
GUARANTEES (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Guarantee | |
GUARANTEES | |
Guarantee obligation period | 12 months |
Commitment period | 3 years |
Guarantee of Business Revenue | Minimum | |
GUARANTEES | |
Guarantee obligation period | 1 year |
Guarantee of Business Revenue | Maximum | |
GUARANTEES | |
Guarantee obligation period | 3 years |
Income and revenue collection guarantee | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | $ 133 |
Income and revenue collection guarantee | Other current liabilities | |
GUARANTEES | |
Liability for guarantees | 107 |
Guaranteed investees of third parties | |
GUARANTEES | |
Liability for guarantees | 25 |
Guarantee obligations for consolidated subsidiaries | $ 8 |
EMPLOYEE BENEFIT PLANS - Share-
EMPLOYEE BENEFIT PLANS - Share-based Compensation Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
EMPLOYEE BENEFIT PLANS | |||
Stock-based compensation costs, pretax | $ 42 | $ 46 | $ 59 |
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 | 33.33% | ||
Vesting period | 3 years | ||
Restricted Stock Units | |||
EMPLOYEE BENEFIT PLANS | |||
Contractual right to receive shares of common stock for a stock based award (in shares) | 1 | ||
Portion of awards vesting on each of the first three anniversary dates of the grant | 33.33% | ||
Stock-based compensation costs, pretax | $ 42 | ||
2008 Stock Incentive Plan | |||
EMPLOYEE BENEFIT PLANS | |||
Shares available for issuance under the plan (in shares) | 8,200,000 | ||
2008 Stock Incentive Plan | Restricted Stock Units | |||
EMPLOYEE BENEFIT PLANS | |||
Vesting period | 3 years |
EMPLOYEE BENEFIT PLANS - Grant
EMPLOYEE BENEFIT PLANS - Grant Dates Options and RSUs (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 27, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 01, 2017 |
EMPLOYEE BENEFIT PLANS | |||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 12.50 | $ 9.16 | |||
Stock-based compensation costs, pretax | $ 42 | $ 46 | $ 59 | ||
Stock Options | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 230,713 | 635,196 | 1,396,307 | ||
Stock Options | February 27, 2019 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 210,000 | ||||
Exercise price (in dollars per share) | $ 28.26 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 12.49 | ||||
Stock-based compensation costs, pretax | $ 1 | ||||
Stock Options | Grant Date February 28, 2018 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 442,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 8.83 | ||||
Stock-based compensation costs, pretax | $ 1 | ||||
Stock Options | Grant Date March 1, 2017 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 821,000 | ||||
Exercise price (in dollars per share) | $ 18.99 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 8.52 | ||||
Stock-based compensation costs, pretax | $ 1 | ||||
Restricted Stock Units | |||||
EMPLOYEE BENEFIT PLANS | |||||
Stock-based compensation costs, pretax | $ 42 | ||||
Restricted Stock Units | February 27, 2019 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 800,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 28.26 | ||||
Stock-based compensation costs, pretax | $ 9 | ||||
Restricted Stock Units | Grant Date February 28, 2018 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 204,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 20.60 | ||||
Stock-based compensation costs, pretax | $ 2 | ||||
Restricted Stock Units | Grant Date March 1, 2017 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 383,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 18.99 | ||||
Stock-based compensation costs, pretax | $ 2 | ||||
Restricted Stock Units | Grant Date July 9, 2019 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 94,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 18.55 | ||||
Stock-based compensation costs, pretax | $ 1 | ||||
Restricted Stock Units | Grant Date May 3, 2019 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 100,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 16.18 | ||||
Stock-based compensation costs, pretax | $ 2 | ||||
Restricted Stock Units | Grant Date January 31, 2019 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 318,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 21.99 | ||||
Stock-based compensation costs, pretax | $ 2 | ||||
Restricted Stock Units | Grant Date June 28, 2018 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 51,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 34.61 | ||||
Stock-based compensation costs, pretax | $ 1 | ||||
Restricted Stock Units | Grant Date March 29, 2018 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 293,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 24.25 | ||||
Stock-based compensation costs, pretax | $ 4 | ||||
Restricted Stock Units | Grant Date August 25, 2014 | |||||
EMPLOYEE BENEFIT PLANS | |||||
Awards (in shares) | 456,000 | ||||
Fair Value Per Share at Grant Date (in dollars per share) | $ 59.90 | ||||
Stock-based compensation costs, pretax | $ 3 | ||||
Restricted Stock Units | Other grants | |||||
EMPLOYEE BENEFIT PLANS | |||||
Stock-based compensation costs, pretax | 2 | ||||
Equity Option | USPI Management Equity Plan | |||||
EMPLOYEE BENEFIT PLANS | |||||
Stock-based compensation costs, pretax | $ 11 |
EMPLOYEE BENEFIT PLANS - Stock
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 29, 2019 | Feb. 27, 2019 | May 31, 2018 | Feb. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Weighted Average Remaining Life | |||||||
Unrecognized compensation cost related to stock options | $ 4 | ||||||
Period for recognition of unrecognized compensation costs | 1 year 7 months 6 days | ||||||
Fair value per share at grant date (in dollars per share) | $ 12.50 | $ 9.16 | |||||
Fair Value, Option, Assumptions Used [Abstract] | |||||||
Expected volatility (percentage) | 48.00% | 46.00% | |||||
Expected dividend yield (percentage) | 0.00% | 0.00% | |||||
Expected life | 6 years 2 months 12 days | 6 years 2 months 12 days | |||||
Expected forfeiture rate (percentage) | 0.00% | 0.00% | |||||
Risk-free interest rate (percentage) | 2.53% | 2.72% | |||||
Stock Options | |||||||
Stock option activity | |||||||
Outstanding at the beginning of the period (in shares) | 2,262,743 | 2,564,822 | 1,435,921 | ||||
Granted (in shares) | 230,713 | 635,196 | 1,396,307 | ||||
Exercised (in shares) | (306,427) | (619,849) | (20,400) | ||||
Forfeited/Expired (in shares) | (226,037) | (317,426) | (247,006) | ||||
Outstanding at the end of the period (in shares) | 1,960,992 | 2,262,743 | 2,564,822 | ||||
Weighted Average Exercise Price Per Share | |||||||
Outstanding at the beginning of the period (in dollars per share) | $ 19.12 | $ 20.35 | $ 22.87 | ||||
Granted (in dollars per share) | 28.28 | 21.33 | 18.24 | ||||
Exercised (in dollars per share) | 18.05 | 18.19 | 4.56 | ||||
Forfeited/Expired (in dollars per share) | 20.21 | 35.30 | 24.37 | ||||
Outstanding at the end of the period (in dollars per share) | $ 20.24 | $ 19.12 | $ 20.35 | ||||
Aggregate Intrinsic Value | |||||||
Outstanding at the end of the period | $ 35 | ||||||
Vested and expected to vest at the end of the period | 35 | ||||||
Exercisable at the end of the period | $ 9 | ||||||
Weighted Average Remaining Life | |||||||
Outstanding at the end of the period | 6 years 1 month 6 days | ||||||
Vested and expected to vest at the end of the period | 6 years 1 month 6 days | ||||||
Exercisable at the end of the period | 2 years 8 months 12 days | ||||||
Vested and expected to vest at the end of the period (in shares) | 1,960,992 | ||||||
Exercisable at the end of the period (in shares) | 454,360 | ||||||
Vested and expected to vest at the end of the period (in dollars per share) | $ 20.24 | ||||||
Exercisable at the end of the period (in dollars per share) | $ 17.26 | ||||||
Aggregate intrinsic value of awards exercised | $ 3 | $ 4 | |||||
Vesting period | 3 years | ||||||
Expiration period from the date of grant | 10 years | ||||||
Performance Based Stock Options | |||||||
Stock option activity | |||||||
Granted (in shares) | 230,713 | 635,196 | |||||
Performance Based Stock Options | Senior Officers | |||||||
Stock option activity | |||||||
Granted (in shares) | 7,862 | 222,851 | 31,184 | 604,012 | |||
Weighted Average Remaining Life | |||||||
Targeted share price (in dollars per share) | $ 36.05 | $ 44.29 | |||||
Percentage of stock price premium | 25.00% | 25.00% | |||||
Share price (in dollars per share) | $ 28.84 | $ 35.43 | |||||
Number of consecutive trading days | 20 days | 20 days | |||||
Vesting date subject to conditions | 3 years | 3 years | |||||
Expiration period from the date of grant | 10 years | ||||||
Non-Performance Employee Stock Option | |||||||
Weighted Average Remaining Life | |||||||
Share price (in dollars per share) | $ 20.60 | ||||||
Non-Performance Employee Stock Option | Senior Officers | |||||||
Weighted Average Remaining Life | |||||||
Targeted share price (in dollars per share) | $ 35.33 | $ 25.75 | |||||
Percentage of stock price premium | 25.00% | 25.00% | |||||
Share price (in dollars per share) | $ 28.26 | ||||||
Number of consecutive trading days | 20 days | 20 days | |||||
Vesting date subject to conditions | 3 years | 3 years | 3 years | ||||
Expiration period from the date of grant | 10 years |
EMPLOYEE BENEFIT PLANS - Range
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Options Outstanding | |
Number of options outstanding (in shares) | shares | 1,960,992 |
Weighted Average Remaining Contractual Life | 6 years 1 month 6 days |
Weighted average exercise price (in dollars per share) | $ 20.24 |
Options Exercisable | |
Number of options exercisable (in shares) | shares | 454,360 |
Weighted average exercise price (in dollars per share) | $ 17.26 |
$16.43 to $19.759 | |
Options Outstanding | |
Number of options outstanding (in shares) | shares | 1,224,289 |
Weighted Average Remaining Contractual Life | 5 years 2 months 12 days |
Weighted average exercise price (in dollars per share) | $ 18.14 |
Options Exercisable | |
Number of options exercisable (in shares) | shares | 408,526 |
Weighted average exercise price (in dollars per share) | $ 16.43 |
$19.76 to $35.430 | |
Options Outstanding | |
Number of options outstanding (in shares) | shares | 736,703 |
Weighted Average Remaining Contractual Life | 7 years 6 months |
Weighted average exercise price (in dollars per share) | $ 23.74 |
Options Exercisable | |
Number of options exercisable (in shares) | shares | 45,834 |
Weighted average exercise price (in dollars per share) | $ 24.63 |
Minimum | $16.43 to $19.759 | |
Summary information about outstanding stock options | |
Lower range of stock exercise price range (in dollars per share) | 16.43 |
Minimum | $19.76 to $35.430 | |
Summary information about outstanding stock options | |
Lower range of stock exercise price range (in dollars per share) | 19.76 |
Maximum | $16.43 to $19.759 | |
Summary information about outstanding stock options | |
Upper range of stock exercise price range (in dollars per share) | 19.759 |
Maximum | $19.76 to $35.430 | |
Summary information about outstanding stock options | |
Upper range of stock exercise price range (in dollars per share) | $ 35.430 |
EMPLOYEE BENEFIT PLANS - Employ
EMPLOYEE BENEFIT PLANS - Employee Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 100.00% | |||
% of all outstanding options | 100.00% | |||
Current employees | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 61.20% | |||
Options outstanding (in shares) | 1,199,274 | |||
Former employees | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 38.80% | |||
Options outstanding (in shares) | 761,718 | |||
Stock Options | ||||
EMPLOYEE BENEFIT PLANS | ||||
Market price of the entity's common stock (in dollars per share) | $ 38.03 | |||
Options outstanding (in shares) | 1,960,992 | 2,262,743 | 2,564,822 | 1,435,921 |
Stock Options | Current employees | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 61.20% | |||
Stock Options | Former employees | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 38.80% | |||
In-the-Money Options | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 100.00% | |||
% of all outstanding options | 100.00% | |||
Options outstanding (in shares) | 1,960,992 | |||
In-the-Money Options | Current employees | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 61.20% | |||
Options outstanding (in shares) | 1,199,274 | |||
In-the-Money Options | Former employees | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 38.80% | |||
Options outstanding (in shares) | 761,718 | |||
Out-of-the-Money Options | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 0.00% | |||
% of all outstanding options | 0.00% | |||
Options outstanding (in shares) | 0 | |||
Out-of-the-Money Options | Current employees | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 0.00% | |||
Options outstanding (in shares) | 0 | |||
Out-of-the-Money Options | Former employees | ||||
EMPLOYEE BENEFIT PLANS | ||||
% of Total | 0.00% | |||
Options outstanding (in shares) | 0 |
EMPLOYEE BENEFIT PLANS - Restri
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details) $ / shares in Units, $ in Millions | May 31, 2018 | Oct. 31, 2019member | Aug. 30, 2019member | May 31, 2019shares | May 31, 2018membershares | Dec. 31, 2019USD ($)quartermember$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Other Disclosures | ||||||||
New directors | member | 1 | 1 | 2 | 2 | ||||
Period for recognition of unrecognized compensation costs | 1 year 7 months 6 days | |||||||
Stock Options | ||||||||
Other Disclosures | ||||||||
Vesting period | 3 years | |||||||
Awards vesting | 33.33% | |||||||
Restricted Stock Units | ||||||||
Restricted Stock Units | ||||||||
Unvested at the beginning of the period (in shares) | 1,884,130 | 2,253,988 | 3,174,533 | |||||
Granted (in shares) | 100,444 | 54,198 | 1,481,021 | 765,184 | 714,018 | |||
Vested (in shares) | (1,562,191) | (995,331) | (1,397,953) | |||||
Forfeited (in shares) | (339,461) | (139,711) | (236,610) | |||||
Unvested at the end of the period (in shares) | 1,463,499 | 1,884,130 | 2,253,988 | |||||
Weighted Average Grant Date Fair Value Per Unit | ||||||||
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 32.25 | $ 35.20 | $ 38.75 | |||||
Granted (in dollars per share) | $ / shares | 27.87 | 24.74 | 18.25 | |||||
Vested (in dollars per share) | $ / shares | 36.45 | 32.63 | 35.50 | |||||
Forfeited (in dollars per share) | $ / shares | 24.74 | 36.01 | 32.13 | |||||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 25.08 | $ 32.25 | $ 35.20 | |||||
Other Disclosures | ||||||||
Awards vesting | 33.33% | |||||||
Unrecognized compensation costs | $ | $ 25 | |||||||
Period for recognition of unrecognized compensation costs | 1 year 7 months 6 days | |||||||
Restricted Stock Units | Time-vesting | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 765,184 | |||||||
Other Disclosures | ||||||||
Vesting period | 3 years | |||||||
Restricted Stock Units | Time-vesting | Director | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 12,154 | 13,257 | ||||||
Restricted Stock Units | Time-vesting | Senior Officers | ||||||||
Other Disclosures | ||||||||
Vesting period | 3 years | |||||||
Restricted Stock Units | Time Based Vesting, Three Year Period From Grant Date | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 337,848 | 288,325 | ||||||
Restricted Stock Units | Share-based Payment Arrangement, Tranche One | ||||||||
Other Disclosures | ||||||||
Vesting date subject to conditions | 3 years | |||||||
Restricted stock that will vest and be settled on the third anniversary of the grant date (in shares) | 353,354 | 60,963 | ||||||
Restricted Stock Units | Twenty Seven Month Vesting Period | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 566,172 | |||||||
Other Disclosures | ||||||||
Award vesting period, number of quarterly periods | quarter | 9 | |||||||
Restricted Stock Units | Share-based Payment Arrangement, Tranche Three | ||||||||
Other Disclosures | ||||||||
Vesting period | 3 years | 3 years | ||||||
Restricted Stock Units | Time Based Vesting, Two Years | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 339,806 | |||||||
Other Disclosures | ||||||||
Vesting period | 2 years | |||||||
Restricted Stock Units | Performance-based vesting | ||||||||
Other Disclosures | ||||||||
Award vesting performance period | 3 years | |||||||
Restricted Stock Units | Performance-based vesting | Minimum | ||||||||
Other Disclosures | ||||||||
Awards vesting | 0.00% | |||||||
Restricted Stock Units | Performance-based vesting | Maximum | ||||||||
Other Disclosures | ||||||||
Awards vesting | 200.00% | |||||||
Restricted Stock Units | Performance-based vesting | Senior Officers | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 6,068 | |||||||
Restricted Stock Units | Performance-based vesting | Non Employee Directors | ||||||||
Other Disclosures | ||||||||
Vesting period | 3 years | |||||||
Additional Prorated Restricted Stock Units | Time-vesting | Director | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 3,670 | 5,569 | ||||||
2013 Grant | Restricted Stock Units | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 7,427 | |||||||
2014 Grant | Restricted Stock Units | ||||||||
Restricted Stock Units | ||||||||
Granted (in shares) | 96,950 |
EMPLOYEE BENEFIT PLANS EMPLOYEE
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS - USPI Management Equity Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Stock-based compensation costs, pretax | $ 42 | $ 46 | $ 59 |
USPI Management Equity Plan | Equity Option | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Stock-based compensation costs, pretax | $ 11 | ||
USPI Management Equity Plan | Nonqualified Plan | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Vesting period, days to be exercised before termination | 90 days | ||
USPI Management Equity Plan | Nonqualified Plan | Equity Option | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Portion of awards vesting on each of the first three anniversary dates of the grant | 50.00% | ||
Share based compensation arrangement by share based payment award requisite holding period of shares | 6 months 1 day | ||
Requisite holding period before buyback is allowed | 1 year 7 days | ||
Stock-based compensation costs, pretax | $ 11 | $ 18 | $ 13 |
Minimum | USPI Management Equity Plan | Nonqualified Plan | Equity Option | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Percent of common stock allocated to plan | 10.00% | ||
Vesting period | 3 years | ||
Maximum | USPI Management Equity Plan | Nonqualified Plan | Equity Option | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Vesting period | 4 years |
EMPLOYEE BENEFIT PLANS - Empl_2
EMPLOYEE BENEFIT PLANS - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
EMPLOYEE BENEFIT PLANS | |||
Number of shares authorized to be issued under the plan (in shares) | 5,062,500 | ||
Shares available for issuance under the plan (in shares) | 3,000,000 | ||
Percentage of closing price at which shares are purchased by participant | 95.00% | ||
Requisite holding period for shares issued under the plan | 1 year | ||
Fair market value per employee per year | $ 25,000 | ||
Number of shares (in shares) | 215,422 | 228,045 | 395,957 |
Weighted average price (in dollars per share) | $ 24.44 | $ 22.96 | $ 17.28 |
Minimum | |||
EMPLOYEE BENEFIT PLANS | |||
Base earnings elected to be withheld each quarter by eligible employees to purchase shares of the entity's common stock | 1.00% | ||
Maximum | |||
EMPLOYEE BENEFIT PLANS | |||
Base earnings elected to be withheld each quarter by eligible employees to purchase shares of the entity's common stock | 10.00% |
EMPLOYEE BENEFIT PLANS - Empl_3
EMPLOYEE BENEFIT PLANS - Employee Retirement Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)plan | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Employee Retirement Plans | |||
Contribution expense | $ 127 | $ 99 | $ 128 |
Projected benefit obligations | |||
Beginning obligations | (1,301) | (1,455) | |
Service cost | 0 | (2) | (2) |
Interest cost | (58) | (56) | (62) |
Actuarial gain (loss) | (132) | 90 | |
Benefits paid | 123 | 122 | |
Special termination benefit costs | (1) | 0 | |
Ending obligations | (1,369) | (1,301) | (1,455) |
Fair value of plans assets | |||
Beginning plan assets | 731 | 850 | |
Gain (loss) on plan assets | 128 | (65) | |
Employer contribution | 33 | 47 | |
Benefits paid | (102) | (101) | |
Ending plan assets | 790 | 731 | 850 |
Funded status of plans | (579) | (570) | |
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Other current liability | (19) | (49) | |
Other long-term liability | (560) | (521) | |
Accumulated other comprehensive loss | 323 | 281 | |
Accumulated Benefit Obligations Assumptions | |||
Accumulated benefit obligation | 1,367 | 1,299 | |
Components of net periodic benefit costs | |||
Service costs | 0 | 2 | 2 |
Interest costs | 58 | 56 | 62 |
Expected return on plan assets | (46) | (54) | (50) |
Amortization of net actuarial loss | 10 | 14 | 14 |
Special termination benefit costs | 1 | 0 | 0 |
Net periodic benefit cost | 23 | 18 | 28 |
Net Periodic Benefit Costs Assumptions: | |||
Gain (loss) adjustments recorded in other comprehensive income (loss) | (42) | (15) | 56 |
Net actuarial gains/(losses) | (52) | (29) | 42 |
Cumulative net actuarial losses | 323 | 281 | 266 |
Maximum | |||
Net Periodic Benefit Costs Assumptions: | |||
Unrecognized prior service costs | $ 1 | $ 1 | $ 1 |
SERP | |||
Employee Retirement Plans | |||
Number of ended SERPs | plan | 1 | ||
Number of frozen plans | plan | 3 | ||
Accumulated Benefit Obligations Assumptions | |||
Discount rate (percentage) | 3.50% | 4.50% | |
Compensation increase rate (percentage) | 3.00% | 3.00% | |
Net Periodic Benefit Costs Assumptions: | |||
Discount rate (percentage) | 4.50% | 3.75% | 4.25% |
Compensation increase rate (percentage) | 3.00% | 3.00% | 3.00% |
Pension Plan | |||
Employee Retirement Plans | |||
Decrease in projected benefit obligations | $ 14 | $ 4 | |
Fair value of plans assets | |||
Beginning plan assets | 731 | ||
Ending plan assets | $ 790 | $ 731 | |
Accumulated Benefit Obligations Assumptions | |||
Discount rate (percentage) | 3.60% | 4.62% | |
Net Periodic Benefit Costs Assumptions: | |||
Discount rate (percentage) | 4.62% | 4.00% | 4.42% |
Long-term rate of return on assets (percentage) | 6.50% | 6.50% | 6.50% |
EMPLOYEE BENEFIT PLANS - Asset
EMPLOYEE BENEFIT PLANS - Asset Allocations (Details) - Pension Plan | 12 Months Ended |
Dec. 31, 2019 | |
Weighted-average asset allocations by asset category | |
Allowable deviation percentage from target (percentage) | 10.00% |
Cash and cash equivalents | |
Weighted-average asset allocations by asset category | |
Target (percentage) | 2.00% |
Actual (percentage) | 2.00% |
U.S. government obligations | |
Weighted-average asset allocations by asset category | |
Target (percentage) | 0.00% |
Actual (percentage) | 2.00% |
Equity securities | |
Weighted-average asset allocations by asset category | |
Target (percentage) | 65.00% |
Actual (percentage) | 64.00% |
Debt securities | |
Weighted-average asset allocations by asset category | |
Target (percentage) | 33.00% |
Actual (percentage) | 32.00% |
Alternative investments | |
Weighted-average asset allocations by asset category | |
Target (percentage) | 0.00% |
Actual (percentage) | 0.00% |
EMPLOYEE BENEFIT PLANS - SERP a
EMPLOYEE BENEFIT PLANS - SERP and DMC (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | $ 790 | $ 731 | $ 850 |
SERP and DMC Pension Plan | |||
Total | 876 | ||
2020 | 85 | ||
2021 | 87 | ||
2022 | 89 | ||
2023 | 89 | ||
2024 | 90 | ||
Five Years Thereafter | 436 | ||
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Benefit plan obligations | (579) | (570) | |
Other current liability | 19 | 49 | |
Defined benefit plan obligations | 560 | 521 | |
Expected contribution to the plan for 2019 | 19 | ||
Pension Plan | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 790 | 731 | |
Pension Plan | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 37 | 33 | |
Pension Plan | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 9 | 9 | |
Pension Plan | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 461 | 262 | |
Pension Plan | Fixed income funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 283 | 423 | |
Pension Plan | Alternative investments | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 4 | |
Pension Plan | Level 1 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 790 | 731 | |
Pension Plan | Level 1 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 37 | 33 | |
Pension Plan | Level 1 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 9 | 9 | |
Pension Plan | Level 1 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 461 | 262 | |
Pension Plan | Level 1 | Fixed income funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 283 | 423 | |
Pension Plan | Level 1 | Alternative investments | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 4 | |
Pension Plan | Level 2 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Fixed income funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 2 | Alternative investments | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | ||
Pension Plan | Level 3 | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | Cash and cash equivalents | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | U.S. government obligations | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | Equity securities | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | 0 | |
Pension Plan | Level 3 | Fixed income funds | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | 0 | $ 0 | |
Pension Plan | Level 3 | Alternative investments | |||
Employee Retirement Plans | |||
Fair value of DMC Pension Plan assets | $ 0 |
PROPERTY AND EQUIPMENT - Compon
PROPERTY AND EQUIPMENT - Components (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Components of property and equipment | ||
Gross property and equipment | $ 12,376 | |
Gross property and equipment | $ 12,214 | |
Accumulated depreciation and amortization | (5,498) | (5,221) |
Accumulated depreciation and amortization | (5,221) | |
Net property and equipment | 6,878 | |
Net property and equipment | 6,993 | |
Land | ||
Components of property and equipment | ||
Gross property and equipment | 602 | 613 |
Buildings and improvements | ||
Components of property and equipment | ||
Gross property and equipment | 6,856 | 6,920 |
Construction in progress | ||
Components of property and equipment | ||
Gross property and equipment | 184 | 199 |
Equipment | ||
Components of property and equipment | ||
Gross property and equipment | 4,173 | $ 4,482 |
Finance lease assets | ||
Components of property and equipment | ||
Gross property and equipment | $ 561 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in the carrying amount of goodwill | |||
Total | $ 7,281 | ||
Total | 7,252 | $ 7,281 | |
Hospital Operations and other | |||
Changes in the carrying amount of goodwill | |||
Goodwill | 5,338 | 5,410 | $ 5,406 |
Accumulated impairment losses | (2,430) | (2,430) | (2,430) |
Total | 2,980 | 2,976 | |
Goodwill acquired during the year and purchase price allocation adjustments | 0 | 1 | |
Goodwill related to assets held for sale and disposed or deconsolidated facilities | (72) | 3 | |
Total | 2,908 | 2,980 | |
Ambulatory Care | |||
Changes in the carrying amount of goodwill | |||
Goodwill | 3,739 | 3,696 | 3,437 |
Accumulated impairment losses | 0 | 0 | 0 |
Total | 3,696 | 3,437 | |
Goodwill acquired during the year and purchase price allocation adjustments | 43 | 219 | |
Goodwill related to assets held for sale and disposed or deconsolidated facilities | 0 | 40 | |
Total | 3,739 | 3,696 | |
Conifer | |||
Changes in the carrying amount of goodwill | |||
Goodwill | 605 | 605 | 605 |
Accumulated impairment losses | 0 | 0 | $ 0 |
Total | 605 | 605 | |
Goodwill acquired during the year and purchase price allocation adjustments | 0 | 0 | |
Total | $ 605 | $ 605 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Information regarding other intangible assets | ||
Gross Carrying Amount | $ 2,694 | $ 2,744 |
Accumulated Amortization | (1,092) | (1,013) |
Net Book Value | 1,602 | 1,731 |
Capitalized software costs | ||
Information regarding other intangible assets | ||
Gross Carrying Amount | 1,616 | 1,667 |
Accumulated Amortization | (912) | (858) |
Net Book Value | 704 | 809 |
Trade names | ||
Information regarding other intangible assets | ||
Gross Carrying Amount | 102 | 102 |
Accumulated Amortization | 0 | 0 |
Net Book Value | 102 | 102 |
Contracts | ||
Information regarding other intangible assets | ||
Gross Carrying Amount | 869 | 871 |
Accumulated Amortization | (94) | (76) |
Net Book Value | 775 | 795 |
Other | ||
Information regarding other intangible assets | ||
Gross Carrying Amount | 107 | 104 |
Accumulated Amortization | (86) | (79) |
Net Book Value | $ 21 | $ 25 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Estimated future amortization of intangibles with finite useful lives | |||
Total | $ 1,037 | ||
2020 | 156 | ||
2021 | 142 | ||
2022 | 130 | ||
2023 | 122 | ||
2024 | 104 | ||
Later Years | 383 | ||
Amortization expense | $ 188 | $ 185 | $ 172 |
INVESTMENTS AND OTHER ASSETS -
INVESTMENTS AND OTHER ASSETS - Components (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | |||
Marketable securities | $ 2 | $ 40 | |
Equity investments in unconsolidated healthcare entities | 978 | 956 | |
Total investments | 980 | 996 | |
Cash surrender value of life insurance policies | 36 | 30 | |
Long-term deposits | 59 | 44 | |
California provider fee program receivables | 213 | 231 | |
Operating lease assets | 912 | $ 822 | |
Land held for expansion, other long-term receivables and other assets | 169 | 155 | |
Investments and other assets | $ 2,369 | $ 1,456 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | Jan. 01, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Adjustments for defined benefit plans | $ (257) | $ (223) | ||
Accumulated other comprehensive loss | (257) | (223) | ||
Tax effect allocated to adjustments for defined benefit plans | $ 8 | 3 | ||
Tax effect allocated to adjustments for foreign currency translation adjustments | $ 3 | |||
Cumulative effect of accounting change | $ 1 | $ 0 | ||
Accounting Standards Update 2018-02 | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Cumulative effect of accounting change | 36 | |||
Accounting Standards Update 2016-01 | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Cumulative effect of accounting change | $ 7 |
NET OPERATING REVENUES - Net Op
NET OPERATING REVENUES - Net Operating Revenue By Source (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 4,806 | $ 4,568 | $ 4,560 | $ 4,545 | $ 4,619 | $ 4,489 | $ 4,506 | $ 4,699 | $ 18,479 | $ 18,313 | $ 19,179 |
Hospital Operations and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 2,158 | 2,085 | 1,940 | ||||||||
Conifer | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 1,372 | 1,533 | 1,597 | ||||||||
Operating Segments | Hospital Operations and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 15,522 | 15,285 | 16,260 | ||||||||
Operating Segments | Ambulatory Care | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 2,158 | 2,085 | 1,940 | ||||||||
Operating Segments | Conifer | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 1,372 | 1,533 | 1,597 | ||||||||
Inter-segment eliminations | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | (573) | (590) | (618) | ||||||||
Continuing Operations | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 18,479 | 18,313 | 19,179 | ||||||||
Continuing Operations | Operating Segments | Hospital Operations and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 15,522 | 15,285 | 16,260 | ||||||||
Continuing Operations | Operating Segments | Hospital Operations and other | Other Revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 1,154 | 1,204 | 1,431 | ||||||||
Continuing Operations | Operating Segments | Ambulatory Care | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 2,158 | 2,085 | 1,940 | ||||||||
Continuing Operations | Operating Segments | Conifer | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 1,372 | 1,533 | 1,597 | ||||||||
Continuing Operations | Inter-segment eliminations | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | (573) | (590) | (618) | ||||||||
Acute Care Hospitals And Related Outpatient Facilities | Continuing Operations | Operating Segments | Hospital Operations and other | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 2,888 | 2,882 | 3,243 | ||||||||
Acute Care Hospitals And Related Outpatient Facilities | Continuing Operations | Operating Segments | Hospital Operations and other | Health Care, Patient Service - Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 1,193 | 1,294 | 1,304 | ||||||||
Acute Care Hospitals And Related Outpatient Facilities | Continuing Operations | Operating Segments | Hospital Operations and other | Health Care, Patient Service - Managed Care | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 9,516 | 9,213 | 9,583 | ||||||||
Acute Care Hospitals And Related Outpatient Facilities | Continuing Operations | Operating Segments | Hospital Operations and other | Health Care, Patient Service - Self-pay | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 92 | 96 | 91 | ||||||||
Acute Care Hospitals And Related Outpatient Facilities | Continuing Operations | Operating Segments | Hospital Operations and other | Health Care, Patient Service - Indemnity And Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 679 | 596 | 608 | ||||||||
Acute Care Hospitals And Related Outpatient Facilities | Continuing Operations | Operating Segments | Hospital Operations and other | Health Care, Patient Service, Excluding Physician Practices | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 14,368 | $ 14,081 | $ 14,829 |
NET OPERATING REVENUES - Narrat
NET OPERATING REVENUES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 4,806 | $ 4,568 | $ 4,560 | $ 4,545 | $ 4,619 | $ 4,489 | $ 4,506 | $ 4,699 | $ 18,479 | $ 18,313 | $ 19,179 |
Conifer | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 1,372 | 1,533 | 1,597 | ||||||||
Revenue from other sources | Conifer | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Percentage of net operating revenues related to Conifer generated by other services (percentage) | 8.00% | ||||||||||
Restatement Adjustment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 27 | $ 24 | $ 35 |
NET OPERATING REVENUES - Net _2
NET OPERATING REVENUES - Net Operating Revenue Composition, Ambulatory Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 4,806 | $ 4,568 | $ 4,560 | $ 4,545 | $ 4,619 | $ 4,489 | $ 4,506 | $ 4,699 | $ 18,479 | $ 18,313 | $ 19,179 |
Hospital Operations and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 2,158 | 2,085 | 1,940 | ||||||||
Net patient service revenues | Hospital Operations and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 2,040 | 1,965 | 1,816 | ||||||||
Management fees | Hospital Operations and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 95 | 92 | 93 | ||||||||
Revenue from other sources | Hospital Operations and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 23 | $ 28 | $ 31 |
NET OPERATING REVENUES - Net _3
NET OPERATING REVENUES - Net Operating Revenue Composition, Conifer Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 4,806 | $ 4,568 | $ 4,560 | $ 4,545 | $ 4,619 | $ 4,489 | $ 4,506 | $ 4,699 | $ 18,479 | $ 18,313 | $ 19,179 |
Conifer | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 1,372 | 1,533 | 1,597 | ||||||||
Tenet | Conifer | Revenue cycle services – Tenet | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 556 | 568 | 583 | ||||||||
Tenet | Conifer | Health Care - Client Contracts - Other Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 17 | 22 | 35 | ||||||||
Other Customers | Conifer | Revenue cycle services – Tenet | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | 713 | 855 | 891 | ||||||||
Other Customers | Conifer | Health Care - Client Contracts - Other Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net operating revenues | $ 86 | $ 88 | $ 88 |
NET OPERATING REVENUES - Perfor
NET OPERATING REVENUES - Performance Obligation (Details) - Conifer $ in Millions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 7,347 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 601 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 598 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 598 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 597 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 550 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 4,403 |
NET OPERATING REVENUES - Perf_2
NET OPERATING REVENUES - Performance Obligation 2 (Details) $ in Millions | Dec. 31, 2019USD ($) |
Conifer | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 7,347 |
NET OPERATING REVENUES - Perf_3
NET OPERATING REVENUES - Performance Obligation Timing of Satisfaction (Details) | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
PROPERTY AND PROFESSIONAL AND_2
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Scenario, Forecast | ||||
Insurance coverage | ||||
Insurance coverage, aggregate limit | $ 850 | |||
Scenario, Forecast | Floods | ||||
Insurance coverage | ||||
Property insurance coverage | 100 | |||
Scenario, Forecast | Earthquakes | ||||
Insurance coverage | ||||
Property insurance coverage | 200 | |||
Insurance deductible | 40 | |||
Scenario, Forecast | Windstorms | ||||
Insurance coverage | ||||
Property insurance coverage | 200 | |||
Scenario, Forecast | Fires and other perils | ||||
Insurance coverage | ||||
Property insurance coverage | $ 850 | |||
Scenario, Forecast | Floods, earthquakes and windstorms | ||||
Insurance coverage | ||||
Insurance deductible (percentage) | 5.00% | |||
Insurance deductible | $ 25 | |||
Scenario, Forecast | New Madrid fault earthquakes | ||||
Insurance coverage | ||||
Insurance deductible (percentage) | 2.00% | |||
Insurance deductible | $ 25 | |||
Scenario, Forecast | Fires and certain other covered losses | ||||
Insurance coverage | ||||
Insurance deductible | $ 1 | |||
Professional and general liability reserves | ||||
Insurance coverage | ||||
Property loss contingency period for discount rate | 7 years | 7 years | 7 years |
PROPERTY AND PROFESSIONAL AND_3
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Professional and General Liability Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Insurance coverage | |||
Risk-free discount rate (percentage) | 1.83% | 2.59% | |
Malpractice expense, portion related to adverse developments in prior years | $ 155 | $ 176 | $ 61 |
Professional and general liability reserves | |||
Insurance coverage | |||
Self insurance reserve | $ 915 | $ 882 | |
Risk-free discount rate (percentage) | 1.83% | 2.59% | 2.33% |
Professional and general liability reserves | Other operating expense, net | |||
Insurance coverage | |||
Malpractice expense | $ 374 | $ 388 | $ 303 |
CLAIMS AND LAWSUITS (Details)
CLAIMS AND LAWSUITS (Details) $ in Millions | Nov. 20, 2019individual | Jun. 30, 2006hospital | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)individual | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2019USD ($) | Jul. 31, 2019USD ($) | Jan. 31, 2017lawsuit |
Loss Contingencies | ||||||||||
Number of individuals | individual | 3 | 3 | ||||||||
Litigation and investigation costs | $ 141 | $ 38 | $ 23 | |||||||
Shareholder derivative litigation | ||||||||||
Loss Contingencies | ||||||||||
Number of consolidated lawsuits | lawsuit | 2 | |||||||||
Maderazo V. VHS San Antonio | ||||||||||
Loss Contingencies | ||||||||||
Number of hospitals | hospital | 3 | |||||||||
Oklahoma Surgical Hospital Qui Tam Action | ||||||||||
Loss Contingencies | ||||||||||
Estimated litigation liability | $ 66 | |||||||||
Litigation and investigation costs | $ 1 | $ 68 | ||||||||
Maximum | ||||||||||
Loss Contingencies | ||||||||||
Loss contingency, estimate of possible loss | $ 63 |
CLAIMS AND LAWSUITS - Reconcili
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loss Contingency Accrual [Roll Forward] | |||
Litigation and investigation costs | $ 141 | $ 38 | $ 23 |
Claims, lawsuits, and regulatory proceedings | |||
Loss Contingency Accrual [Roll Forward] | |||
Litigation reserve, Balances at Beginning of Period | 8 | 12 | 12 |
Litigation and investigation costs | 141 | 38 | 23 |
Cash Payments | (55) | (41) | (23) |
Other | (8) | (1) | 0 |
Litigation reserve, Balances at End of Period | $ 86 | $ 8 | $ 12 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Details) $ in Millions | Jul. 03, 2017USD ($) | Apr. 30, 2018USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2019 | Apr. 01, 2017 | Mar. 31, 2016 |
United Surgical Partners International | |||||||
Interests acquired and other disclosures | |||||||
Payment contributed to joint venture | $ 716 | $ 630 | $ 716 | $ 127 | |||
Joint venture ownership (as a percentage) | 80.00% | 15.00% | 80.00% | 56.30% | 50.10% | ||
United Surgical Partners International | Put option | |||||||
Interests acquired and other disclosures | |||||||
Equity necessary for joint venture | 5.00% | ||||||
United Surgical Partners International | Redeemable noncontrolling interests | |||||||
Interests acquired and other disclosures | |||||||
Payment contributed to joint venture | $ 127 | ||||||
Joint venture ownership (as a percentage) | 95.00% | 56.30% | |||||
Baylor University Medical Center | Put option | Maximum | |||||||
Interests acquired and other disclosures | |||||||
Equity necessary for joint venture | 33.30% | ||||||
Purchasable equity In joint venture, percentage of total shares (percentage) | 0.3333 |
REDEEMABLE NONCONTROLLING INT_4
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | |||
Distributions paid to noncontrolling interests | $ (162) | $ (148) | $ (123) |
Redeemable noncontrolling interests | |||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | |||
Balances at beginning of period | 1,420 | 1,866 | |
Net income | 192 | 190 | |
Distributions paid to noncontrolling interests | (145) | (142) | |
Accretion of redeemable noncontrolling interests | 18 | 173 | |
Purchases and sales of businesses and noncontrolling interests, net | 21 | (667) | |
Balances at end of period | $ 1,506 | $ 1,420 | $ 1,866 |
REDEEMABLE NONCONTROLLING INT_5
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Hospital Operations and other | ||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||
Redeemable noncontrolling interests balances | $ 383 | $ 431 |
Net income | (37) | (25) |
Ambulatory Care | ||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||
Redeemable noncontrolling interests balances | 777 | 713 |
Net income | 159 | 151 |
Conifer | ||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||
Redeemable noncontrolling interests balances | 346 | 276 |
Net income | $ 70 | $ 64 |
INCOME TAXES - Provision and De
INCOME TAXES - Provision and Deferred Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax expense (benefit): | |||
Federal | $ (6) | $ (6) | $ (4) |
State | 26 | 33 | 23 |
Total | 20 | 27 | 19 |
Deferred tax expense (benefit): | |||
Federal | 134 | 159 | 202 |
State | (1) | (10) | (2) |
Total | 133 | 149 | 200 |
Income tax expense (benefit) | $ 153 | $ 176 | $ 219 |
INCOME TAXES - Federal Tax Reco
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Decrease in valuation allowance due to changes based on expiration or worthlessness of unutilized state net operating loss carryovers | $ 2 | $ 9 | $ 28 |
Income tax benefit, reduction in valuation allowance of expired or worthless operating loss carryforwards | 2 | ||
Foreign pretax loss | 6 | 6 | |
Reconciliation between reported income tax expense (benefit) and income taxes calculated by the statutory federal income tax rate | |||
Tax expense (benefit) at statutory federal rate of 21% in 2019 and 2018 (35% in 2017) | 62 | 134 | (35) |
State income taxes, net of federal income tax benefit | 20 | 23 | 4 |
Expired state net operating losses, net of federal income tax benefit | 2 | 9 | 28 |
Tax attributable to noncontrolling interests | (79) | (70) | (113) |
Nondeductible goodwill | 4 | 8 | 109 |
Nondeductible executive compensation | 6 | 4 | 0 |
Nondeductible litigation costs | 7 | 0 | 0 |
Expired charitable contribution carryforward | 8 | 0 | 0 |
Impact of decrease in federal tax rate on deferred taxes | 0 | (1) | 246 |
Reversal of permanent reinvestment assumption and other adjustments related to divestiture of foreign subsidiary | 0 | (6) | (30) |
Stock-based compensation tax deficiencies | 4 | 5 | 15 |
Changes in valuation allowance (including impact of decrease in federal tax rate) | 133 | 76 | 0 |
Change in tax contingency reserves, including interest | (14) | (1) | (6) |
Prior-year provision to return adjustments and other changes in deferred taxes | (3) | (5) | 4 |
Other items | 3 | 0 | (3) |
Income tax expense (benefit) | $ 153 | $ 176 | $ 219 |
INCOME TAXES - Tax Cuts and Job
INCOME TAXES - Tax Cuts and Jobs Act (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax cuts and jobs act of 2017, incomplete accounting, change in tax rate, deferred tax asset, provisional income tax (expense) benefit | $ 251 | ||
Tax cuts and jobs act of 2017, incomplete accounting, change in tax rate, deferred tax asset, provisional income tax (expense) benefit | 252 | ||
Tax cuts and jobs act of 2017, incomplete accounting, change in tax rate, deferred tax asset, change in valuation allowance, provisional income tax (expense) benefit | 6 | ||
Impact of decrease in federal tax rate on deferred taxes, expense (benefit) | $ 0 | $ (1) | $ 246 |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | |||
Reserves related to discontinued operations and restructuring charges | $ 14 | $ 24 | |
Receivables (doubtful accounts and adjustments) | 165 | 155 | |
Accruals for retained insurance risks | 195 | 205 | |
Other long-term liabilities | 35 | 39 | |
Benefit plans | 274 | 255 | |
Other accrued liabilities | 45 | 32 | |
Interest expense limitation | 219 | 89 | |
Net operating loss carryforwards | 179 | 266 | |
Stock-based compensation | 19 | 24 | |
Other items | 45 | 88 | |
Deferred tax assets, gross | 1,190 | 1,177 | |
Valuation allowance | (281) | (148) | $ (72) |
Deferred tax assets, net | 909 | 1,029 | |
Liabilities | |||
Depreciation and fixed-asset differences | 282 | 297 | |
Intangible assets | 356 | 341 | |
Investments and other assets | 95 | 83 | |
Other items | 34 | 32 | |
Deferred tax liabilities, total | 767 | 753 | |
Reconciliation of the deferred tax assets and liabilities | |||
Deferred income tax assets | 169 | 312 | |
Deferred tax liabilities | (27) | (36) | |
Net deferred tax asset | $ 142 | $ 276 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowances and Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
INCOME TAXES | ||||
Increase in valuation allowance against deferred tax assets | $ 133,000,000 | $ 76,000,000 | ||
Increase in valuation allowance due to limitations on deductions of interest expense | 130,000,000 | 89,000,000 | ||
Decrease in valuation allowance due to changes based on expiration or worthlessness of unutilized state net operating loss carryovers | 2,000,000 | 9,000,000 | $ 28,000,000 | |
Increase (decrease) in valuation allowance due to changes in expected realizability of deferred tax assets | 5,000,000 | (4,000,000) | 22,000,000 | |
Valuation allowance | 281,000,000 | 148,000,000 | 72,000,000 | |
Increase in valuation allowance due to changes in federal tax rate | 6,000,000 | |||
Changes in unrecognized tax benefits | ||||
Beginning balance | 45,000,000 | 46,000,000 | ||
Ending balance | 31,000,000 | 45,000,000 | 46,000,000 | |
Unrecognized tax benefits which, if recognized, would impact effective tax rate | 29,000,000 | 43,000,000 | 44,000,000 | |
Current income tax benefit due to increase in liabilities for uncertain tax positions | 11,000,000 | 1,000,000 | 5,000,000 | |
Total accrued interest and penalties on unrecognized tax benefits | 0 | |||
Continuing Operations | ||||
Changes in unrecognized tax benefits | ||||
Beginning balance | 45,000,000 | 46,000,000 | 35,000,000 | |
Additions for prior-year tax positions | $ 31,000,000 | |||
Reductions due to a lapse of statute of limitations | (14,000,000) | (1,000,000) | (5,000,000) | |
Reductions for tax positions of prior years | (15,000,000) | |||
Ending balance | $ 31,000,000 | $ 45,000,000 | $ 46,000,000 | $ 35,000,000 |
INCOME TAXES - NOL and Tax Cred
INCOME TAXES - NOL and Tax Credit Carryforwards (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating loss carryforwards | ||
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months | $ 0 | |
Deferred tax benefit, net of valuation allowance and federal tax impact, associated with NOL carryforwards | $ 179 | $ 266 |
Percentage of shareholders, purchase or sale of stock by them is considered as ownership change (percentage) | 5.00% | |
Maximum increase in percentage points of the ownership of the 5% shareholders in a given period to enable the full use of NOL carryfowards | 50.00% | |
Rolling period during which certain ownership changes limit ability of the entity for utilization of NOL carryforwards | 3 years | |
Federal | ||
Operating loss carryforwards | ||
Net operating loss carryforwards subject to expiration | $ 600 | |
State | ||
Operating loss carryforwards | ||
Net operating loss carryforwards subject to expiration | 3,500 | |
Deferred tax benefit, net of valuation allowance and federal tax impact, associated with NOL carryforwards | 25 | |
General Business Tax Credit Carryforward | ||
Operating loss carryforwards | ||
Tax credits carryforwards | $ 25 |
EARNINGS (LOSS) PER COMMON SH_3
EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net Income Available (Loss Attributable) to Common Shareholders (Numerator) | |||
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share | $ (243) | $ 108 | $ (704) |
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for diluted earnings (loss) per share | $ (243) | $ 108 | $ (704) |
Weighted Average Shares (Denominator) | |||
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share (in shares) | 103,398 | 102,110 | 100,592 |
Effect of dilutive stock options, restricted stock units and deferred compensation units (in shares) | 0 | 1,771 | 0 |
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for diluted earnings (loss) per share (in shares) | 103,398 | 103,881 | 100,592 |
Per-Share Amount | |||
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share (in dollars per share) | $ (2.35) | $ 1.06 | $ (7) |
Effect of dilutive stock options, restricted stock units, and deferred compensation units (in dollars per share) | 0 | (0.02) | 0 |
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for diluted earnings (loss) per share (in dollars per share) | $ (2.35) | $ 1.04 | $ (7) |
EARNINGS (LOSS) PER COMMON SH_4
EARNINGS (LOSS) PER COMMON SHARE - Antidilutive securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
Employee stock options, restricted stock units and deferred compensation units | ||
Antidilutive securities | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,457 | 788 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)hospital | Dec. 31, 2018USD ($)hospital | Dec. 31, 2017USD ($) | |
Fair value of assets and liabilities measured on recurring basis | |||
Long-lived assets held for sale | $ 387 | $ 39 | |
Long-lived assets held and used | 130 | ||
Impairment charges | $ 40 | 40 | $ 364 |
Other impairment charges | $ 4 | 7 | |
Number of hospitals with impairment charges | hospital | 2 | 2 | |
Investments impairment | $ 42 | $ 77 | $ 402 |
Impairment charges related to write-down of long-lived assets | $ 4 | ||
Estimated fair value of the long-term debt instrument as a percentage of carrying value | 106.40% | 97.30% | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Long-lived assets held for sale | $ 0 | $ 0 | |
Long-lived assets held and used | 0 | ||
Significant Other Observable Inputs (Level 2) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Long-lived assets held for sale | 387 | 39 | |
Long-lived assets held and used | 130 | ||
Significant Unobservable Inputs (Level 3) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Long-lived assets held for sale | 0 | 0 | |
Long-lived assets held and used | 0 | ||
Memphis area | |||
Fair value of assets and liabilities measured on recurring basis | |||
Impairment charges | 26 | ||
Other impairment charges | $ 16 | ||
Chicago-area | |||
Fair value of assets and liabilities measured on recurring basis | |||
Impairment charges | 24 | ||
Write-down assets held for sale | 24 | ||
Aspen | |||
Fair value of assets and liabilities measured on recurring basis | |||
Investments impairment | $ 9 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)business | Dec. 31, 2018USD ($)business | Dec. 31, 2017USD ($)business | |
Business Acquisition | |||
Goodwill | $ 7,252 | $ 7,281 | |
Acquisition-related transaction costs | $ 10 | $ 6 | |
United Surgical Partners International | |||
Business Acquisition | |||
Number of business acquisitions | business | 10 | 10 | 8 |
Number of off-campus emergency departments and various physician practices | business | 3 | ||
Series of individual business acquisitions | |||
Business Acquisition | |||
Goodwill | $ 43 | $ 220 | $ 91 |
Acquisition-related transaction costs | 6 | 10 | 6 |
Gains on consolidations | 6 | 2 | 5 |
Series of individual business acquisitions | United Surgical Partners International | |||
Business Acquisition | |||
Consideration conveyed in the acquisition | 25 | 113 | 50 |
Hospital Operations and other | |||
Business Acquisition | |||
Goodwill | 2,908 | 2,980 | 2,976 |
Ambulatory Care | |||
Business Acquisition | |||
Goodwill | $ 3,739 | $ 3,696 | $ 3,437 |
ACQUISITIONS - Purchase Price A
ACQUISITIONS - Purchase Price Allocation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Final purchase price allocations | |||
Goodwill | $ 7,252 | $ 7,281 | |
Series of individual business acquisitions | |||
Final purchase price allocations | |||
Current assets | 16 | 6 | $ 7 |
Property and equipment | 20 | 19 | 9 |
Other intangible assets | 4 | 9 | 8 |
Goodwill | 43 | 220 | 91 |
Other long-term assets, including previously held equity method investments | 24 | ||
Other long-term assets, including previously held equity method investments | (18) | (3) | |
Current liabilities | (16) | 0 | (8) |
Long-term liabilities | (35) | (15) | (2) |
Redeemable noncontrolling interests in equity of consolidated subsidiaries | (18) | (21) | (29) |
Noncontrolling interests | (7) | (85) | (18) |
Cash paid, net of cash acquired | (25) | (113) | (50) |
Gains on consolidations | $ 6 | $ 2 | $ 5 |
SEGMENT INFORMATION - General I
SEGMENT INFORMATION - General Information and Customer Concentration (Details) | 8 Months Ended | 12 Months Ended |
Aug. 16, 2018hospital | Dec. 31, 2019hospitalstate | |
SEGMENT INFORMATION | ||
Number of hospitals owned by subsidiaries | 65 | |
Number of states in which entity operates | state | 9 | |
Minimum | Conifer | ||
SEGMENT INFORMATION | ||
Number of Tenet and non-Tenet Hospitals and other health care organizations to which Conifer provided revenue cycle services | 660 | |
United Surgical Partners International | ||
SEGMENT INFORMATION | ||
Number of states in which entity operates | 27 | |
Number of ambulatory surgery centers | 260 | |
Number of urgent care centers | 39 | |
Number of diagnostic imaging centers | 23 | |
Number of surgical hospitals | 24 | |
European Surgical Partners Ltd | United Surgical Partners International | ||
SEGMENT INFORMATION | ||
Number of outpatient centers | 9 | |
Conifer Health Solutions, LLC | ||
SEGMENT INFORMATION | ||
Ownership percentage of subsidiary | 76.20% | |
Conifer Health Solutions, LLC | Ambulatory Care | ||
SEGMENT INFORMATION | ||
Ownership percentage of subsidiary | 95.00% |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEGMENT INFORMATION | |||||||||||
Assets: | $ 23,351 | $ 22,409 | $ 23,351 | $ 22,409 | $ 23,385 | ||||||
Capital expenditures: | 670 | 617 | 707 | ||||||||
Net operating revenues | 4,806 | $ 4,568 | $ 4,560 | $ 4,545 | 4,619 | $ 4,489 | $ 4,506 | $ 4,699 | 18,479 | 18,313 | 19,179 |
Equity in earnings of unconsolidated affiliates | 175 | 150 | 144 | ||||||||
Adjusted EBITDA | 2,706 | 2,560 | 2,444 | ||||||||
Depreciation and amortization | 850 | 802 | 870 | ||||||||
Adjusted EBITDA and other reconciling items | |||||||||||
Adjusted EBITDA | 2,706 | 2,560 | 2,444 | ||||||||
Income (loss) from divested and closed businesses (i.e., the Company’s health plan businesses) | (2) | 9 | (41) | ||||||||
Depreciation and amortization | (850) | (802) | (870) | ||||||||
Impairment and restructuring charges, and acquisition-related costs | (185) | (209) | (541) | ||||||||
Litigation and investigation costs | (141) | (38) | (23) | ||||||||
Interest expense | (985) | (1,004) | (1,028) | ||||||||
Gain (loss) from early extinguishment of debt | $ (180) | $ (47) | (227) | 1 | (164) | ||||||
Other non-operating expense, net | (5) | (5) | (22) | ||||||||
Net gains (losses) on sales, consolidation and deconsolidation of facilities | (15) | 127 | 144 | ||||||||
Income (loss) from continuing operations, before income taxes | 296 | 639 | (101) | ||||||||
Inter-segment eliminations | |||||||||||
SEGMENT INFORMATION | |||||||||||
Net operating revenues | (573) | (590) | (618) | ||||||||
Hospital Operations and other | |||||||||||
SEGMENT INFORMATION | |||||||||||
Assets: | 16,182 | 15,684 | 16,182 | 15,684 | 16,466 | ||||||
Net operating revenues | 2,158 | 2,085 | 1,940 | ||||||||
Hospital Operations and other | Operating segments | |||||||||||
SEGMENT INFORMATION | |||||||||||
Capital expenditures: | 572 | 527 | 625 | ||||||||
Net operating revenues | 15,522 | 15,285 | 16,260 | ||||||||
Equity in earnings of unconsolidated affiliates | 15 | 10 | 4 | ||||||||
Adjusted EBITDA | 1,425 | 1,411 | 1,462 | ||||||||
Depreciation and amortization | 733 | 685 | 736 | ||||||||
Adjusted EBITDA and other reconciling items | |||||||||||
Adjusted EBITDA | 1,425 | 1,411 | 1,462 | ||||||||
Depreciation and amortization | (733) | (685) | (736) | ||||||||
Ambulatory Care | |||||||||||
SEGMENT INFORMATION | |||||||||||
Assets: | 6,195 | 5,711 | 6,195 | 5,711 | 5,822 | ||||||
Ambulatory Care | Operating segments | |||||||||||
SEGMENT INFORMATION | |||||||||||
Capital expenditures: | 75 | 68 | 60 | ||||||||
Net operating revenues | 2,158 | 2,085 | 1,940 | ||||||||
Equity in earnings of unconsolidated affiliates | 160 | 140 | 140 | ||||||||
Adjusted EBITDA | 895 | 792 | 699 | ||||||||
Depreciation and amortization | 72 | 68 | 84 | ||||||||
Adjusted EBITDA and other reconciling items | |||||||||||
Adjusted EBITDA | 895 | 792 | 699 | ||||||||
Depreciation and amortization | (72) | (68) | (84) | ||||||||
Conifer | |||||||||||
SEGMENT INFORMATION | |||||||||||
Assets: | $ 974 | $ 1,014 | 974 | 1,014 | 1,097 | ||||||
Net operating revenues | 1,372 | 1,533 | 1,597 | ||||||||
Conifer | Operating segments | |||||||||||
SEGMENT INFORMATION | |||||||||||
Capital expenditures: | 23 | 22 | 22 | ||||||||
Net operating revenues | 1,372 | 1,533 | 1,597 | ||||||||
Adjusted EBITDA | 386 | 357 | 283 | ||||||||
Depreciation and amortization | 45 | 49 | 50 | ||||||||
Adjusted EBITDA and other reconciling items | |||||||||||
Adjusted EBITDA | 386 | 357 | 283 | ||||||||
Depreciation and amortization | (45) | (49) | (50) | ||||||||
Conifer | Operating segments | Tenet | |||||||||||
SEGMENT INFORMATION | |||||||||||
Net operating revenues | 573 | 590 | 618 | ||||||||
Conifer | Operating segments | Other clients | |||||||||||
SEGMENT INFORMATION | |||||||||||
Net operating revenues | $ 799 | $ 943 | $ 979 |
RECENT ACCOUNTING STANDARDS Nar
RECENT ACCOUNTING STANDARDS Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Jan. 01, 2019 | Jan. 01, 2018 |
Lessee, Lease, Description [Line Items] | |||
Cumulative effect of accounting change | $ 1 | $ 0 | |
Subsequent Event | Accounting Standards Update 2016-13 | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Cumulative effect of accounting change | $ 15 | ||
Subsequent Event | Accounting Standards Update 2016-13 | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Cumulative effect of accounting change | $ 20 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) $ in Millions | 1 Months Ended |
Feb. 24, 2020USD ($) | |
Equity Option | Nonqualified Plan | USPI Management Equity Plan | Scenario, Forecast | |
Subsequent events | |
Expected payment for vested securities and termination of plan | $ 35 |
Supplemental Financial Inform_3
Supplemental Financial Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Information Disclosure [Abstract] | |||||||||||
Net operating revenues | $ 4,806 | $ 4,568 | $ 4,560 | $ 4,545 | $ 4,619 | $ 4,489 | $ 4,506 | $ 4,699 | $ 18,479 | $ 18,313 | $ 19,179 |
Net income (loss) | 129 | (152) | 112 | 65 | 102 | 65 | 108 | 191 | 154 | 466 | (320) |
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders | $ 2 | $ (232) | $ 17 | $ (19) | $ (5) | $ (9) | $ 26 | $ 99 | $ (232) | $ 111 | $ (704) |
Income available (loss attributable) per share to Tenet Healthcare Corporation common shareholders, basic (in usd per share) | $ 0.02 | $ (2.24) | $ 0.17 | $ (0.18) | $ (0.04) | $ (0.09) | $ 0.25 | $ 0.98 | $ (2.24) | $ 1.09 | $ (7) |
Income available (loss attributable) per share to Tenet Healthcare Corporation common shareholders, diluted (in usd per share) | $ 0.02 | $ (2.24) | $ 0.16 | $ (0.18) | $ (0.04) | $ (0.09) | $ 0.25 | $ 0.96 | $ (2.24) | $ 1.07 | $ (7) |
SCHEDULE II-VALUATION AND QUA_2
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts: | |||
Movement in valuation and qualifying accounts | |||
Balance at Beginning of Period | $ 0 | $ 898 | $ 1,031 |
Costs and Expenses | 0 | 0 | 1,434 |
Deductions | 0 | 0 | (1,445) |
Other Items | 0 | (898) | (122) |
Balance at End of Period | 0 | 0 | 898 |
Valuation allowance for deferred tax assets: | |||
Movement in valuation and qualifying accounts | |||
Balance at Beginning of Period | 148 | 72 | 72 |
Costs and Expenses | 76 | ||
Costs and Expenses | 133 | 0 | |
Deductions | 0 | 0 | 0 |
Other Items | 0 | 0 | 0 |
Balance at End of Period | $ 281 | $ 148 | $ 72 |
Uncategorized Items - thc-20191
Label | Element | Value |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (43,000,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,000,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 43,000,000 |
Accounting Standards Update 2016-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 56,000,000 |
Accounting Standards Update 2016-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 56,000,000 |