TENET HEALTHCARE CORP, 10-Q filed on 11/4/2019
Quarterly Report
v3.19.3
Cover Page - shares
9 Months Ended
Sep. 30, 2019
Oct. 31, 2019
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 1-7293  
Entity Registrant Name TENET HEALTHCARE CORP  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 95-2557091  
Entity Address, Address Line One 1445 Ross Avenue, Suite 1400  
Entity Address, City or Town Dallas  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75202  
City Area Code 469  
Local Phone Number 893-2200  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   103,895,190
Entity Central Index Key 0000070318  
Current Fiscal Year End Date --12-31  
Document Period End Date Sep. 30, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY) Q3  
Amendment Flag false  
Common stock | New York Stock Exchange    
Title of 12(b) Security Common stock  
Trading Symbol THC  
Security Exchange Name NYSE  
6.875% Senior Notes due 2031 | New York Stock Exchange    
Title of 12(b) Security 6.875% Senior Notes due 2031  
Trading Symbol THC31  
Security Exchange Name NYSE  
v3.19.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Sep. 30, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 314 $ 411
Accounts receivable 2,768 2,595
Inventories of supplies, at cost 311 305
Income tax receivable 18 21
Assets held for sale 0 107
Other current assets 1,378 1,197
Total current assets 4,789 4,636
Investments and other assets 2,380 1,456
Deferred income taxes 252 312
Property and equipment, at cost, less accumulated depreciation and amortization ($5,645 at September 30, 2019 and $5,221 at December 31, 2018) 7,001 6,993
Goodwill 7,315 7,281
Other intangible assets, at cost, less accumulated amortization ($1,098 at September 30, 2019 and $1,013 at December 31, 2018) 1,620 1,731
Total assets 23,357 22,409
Current liabilities:    
Current portion of long-term debt 165 182
Accounts payable 1,125 1,207
Accrued compensation and benefits 842 838
Professional and general liability reserves 230 216
Accrued interest payable 252 240
Liabilities held for sale 0 43
Other current liabilities 1,314 1,131
Total current liabilities 3,928 3,857
Long-term debt, net of current portion 14,858 14,644
Professional and general liability reserves 671 666
Defined benefit plan obligations 495 521
Deferred income taxes 36 36
Other long-term liabilities 1,405 578
Total liabilities 21,393 20,302
Commitments and contingencies
Redeemable noncontrolling interests in equity of consolidated subsidiaries 1,475 1,420
Shareholders’ equity:    
Common stock, $0.05 par value; authorized 262,500,000 shares; 152,118,277 shares issued at September 30, 2019 and 150,897,143 shares issued at December 31, 2018 7 7
Additional paid-in capital 4,751 4,747
Accumulated other comprehensive loss (216) (223)
Accumulated deficit (2,469) (2,236)
Common stock in treasury, at cost, 48,346,277 shares at September 30, 2019 and 48,359,705 shares at December 31, 2018 (2,414) (2,414)
Total shareholders’ deficit (341) (119)
Noncontrolling interests 830 806
Total equity 489 687
Total liabilities and equity $ 23,357 $ 22,409
v3.19.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2019
Dec. 31, 2018
Statement of Financial Position [Abstract]    
Property and equipment, accumulated depreciation and amortization $ 5,645 $ 5,221
Other intangible assets, accumulated amortization $ 1,098 $ 1,013
Common stock, par value (in dollars per share) $ 0.05 $ 0.05
Common stock, authorized shares (in shares) 262,500,000 262,500,000
Common stock, shares issued (in shares) 152,118,277 150,897,143
Common stock in treasury (in shares) 48,346,277 48,359,705
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Income Statement [Abstract]        
Net operating revenues $ 4,568 $ 4,489 $ 13,673 $ 13,694
Equity in earnings of unconsolidated affiliates 38 33 114 97
Operating expenses:        
Salaries, wages and benefits 2,174 2,116 6,475 6,478
Supplies 760 726 2,254 2,248
Other operating expenses, net 1,042 1,094 3,160 3,181
Electronic health record incentives 0 0 (1) (1)
Depreciation and amortization 205 204 627 602
Impairment and restructuring charges, and acquisition-related costs 46 46 101 123
Litigation and investigation costs 84 9 115 28
Net losses (gains) on sales, consolidation and deconsolidation of facilities 1 7 3 (111)
Operating income 294 320 1,053 1,243
Interest expense (244) (249) (742) (758)
Other non-operating expense, net (3) 0 (3) (2)
Loss from early extinguishment of debt (180) 0 (227) (2)
Income (loss) from continuing operations, before income taxes (133) 71 81 481
Income tax expense (20) (6) (67) (120)
Income (loss) from continuing operations, before discontinued operations (153) 65 14 361
Discontinued operations:        
Income from operations 1 0 13 3
Income tax expense 0 0 (2) 0
Income from discontinued operations 1 0 11 3
Net income (loss) (152) 65 25 364
Less: Net income available to noncontrolling interests 80 74 259 248
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders (232) (9) (234) 116
Amounts available (attributable) to Tenet Healthcare Corporation common shareholders        
Income (loss) from continuing operations, net of tax (233) (9) (245) 113
Income from discontinued operations, net of tax 1 0 11 3
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders $ (232) $ (9) $ (234) $ 116
Basic        
Continuing operations (in dollars per share) $ (2.25) $ (0.09) $ (2.37) $ 1.11
Discontinued operations (in dollars per share) 0.01 0 0.11 0.03
Total loss per share, Basic (in dollars per share) (2.24) (0.09) (2.26) 1.14
Diluted        
Continuing operations (in dollars per share) (2.25) (0.09) (2.37) 1.09
Discontinued operations (in dollars per share) 0.01 0 0.11 0.03
Total loss per share, Diluted (in dollars per share) $ (2.24) $ (0.09) $ (2.26) $ 1.12
Weighted average shares and dilutive securities outstanding (in thousands):        
Basic (in shares) 103,558 102,402 103,181 101,980
Diluted (in shares) 103,558 102,402 103,181 103,802
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ (152) $ 65 $ 25 $ 364
Other comprehensive income (loss):        
Amortization of net actuarial loss included in other non-operating expense, net 3 3 9 11
Sale of foreign subsidiary 0 37 0 37
Foreign currency translation adjustments 0 0 0 (3)
Other comprehensive income before income taxes 3 40 9 45
Income tax benefit (expense) related to items of other comprehensive income (loss) 0 1 (2) 0
Total other comprehensive income, net of tax 3 41 7 45
Comprehensive net income (loss) (149) 106 32 409
Less: Comprehensive income available to noncontrolling interests 80 74 259 248
Comprehensive income available (loss attributable) to Tenet Healthcare Corporation common shareholders $ (229) $ 32 $ (227) $ 161
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Statement of Cash Flows [Abstract]    
Net income (loss) $ 25 $ 364
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 627 602
Deferred income tax expense 57 110
Stock-based compensation expense 34 34
Impairment and restructuring charges, and acquisition-related costs 101 123
Litigation and investigation costs 115 28
Net losses (gains) on sales, consolidation and deconsolidation of facilities 3 (111)
Loss from early extinguishment of debt 227 2
Equity in earnings of unconsolidated affiliates, net of distributions received (6) 9
Amortization of debt discount and debt issuance costs 25 33
Pre-tax income from discontinued operations (13) (3)
Other items, net (14) (22)
Changes in cash from operating assets and liabilities:    
Accounts receivable (174) (36)
Inventories and other current assets (98) 73
Income taxes (4) (14)
Accounts payable, accrued expenses and other current liabilities (37) (194)
Other long-term liabilities (15) (82)
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements (136) (113)
Net cash used in operating activities from discontinued operations, excluding income taxes (4) (4)
Net cash provided by operating activities 713 799
Cash flows from investing activities:    
Purchases of property and equipment — continuing operations (492) (404)
Purchases of businesses or joint venture interests, net of cash acquired (23) (97)
Proceeds from sales of facilities and other assets — continuing operations 44 498
Proceeds from sales of facilities and other assets — discontinued operations 17 0
Proceeds from sales of marketable securities, long-term investments and other assets 52 165
Purchases of equity investments (14) (43)
Other long-term assets 1 5
Other items, net (11) (4)
Net cash provided by (used in) investing activities (426) 120
Cash flows from financing activities:    
Repayments of borrowings under credit facility (1,880) (505)
Proceeds from borrowings under credit facility 2,155 505
Repayments of other borrowings (6,084) (238)
Proceeds from other borrowings 5,718 15
Debt issuance costs (63) 0
Distributions paid to noncontrolling interests (223) (217)
Proceeds from sales of noncontrolling interests 15 14
Purchases of noncontrolling interests (8) (643)
Proceeds from exercise of stock options and employee stock purchase plan 4 15
Other items, net (18) 24
Net cash used in financing activities (384) (1,030)
Net decrease in cash and cash equivalents (97) (111)
Cash and cash equivalents at beginning of period 411 611
Cash and cash equivalents at end of period 314 500
Supplemental disclosures:    
Interest paid, net of capitalized interest (705) (652)
Income tax payments, net $ (18) $ (24)
v3.19.3
BASIS OF PRESENTATION
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
 
Description of Business and Basis of Presentation
 
Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Through an expansive care network that includes USPI Holding Company, Inc. (“USPI”), at September 30, 2019, we operated 65 hospitals and approximately 500 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, urgent care and imaging centers, and other care sites and clinics. 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.
 
This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2018 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all financial and statistical data included in these notes to our Condensed Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per-share amounts).
 
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 condensed consolidated balance sheet, $147 million of current liabilities associated with operating leases in other current liabilities in our condensed consolidated balance sheet and $715 million of long-term liabilities associated with operating leases in other long-term liabilities in our condensed consolidated balance sheet. We also recognized $1 million of cumulative effect adjustment that decreased accumulated deficit at January 1, 2019.

Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. In preparing our financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. Financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public.
 
Operating results for the three and nine month periods ended September 30, 2019 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; managed care contract negotiations or terminations; the number of patients with high-deductible health insurance plans; 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 the timing of elective procedures. These considerations apply to year-to-year comparisons as well.
 
Net Operating Revenues

We recognize net operating revenues in the period in which we satisfy our performance obligations under contracts by transferring services to our customers. Net operating revenues are recognized in the amounts we expect to be entitled to, which are the transaction prices allocated for the distinct services. Net operating revenues for our Hospital Operations and 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.

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.

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 $314 million and $411 million at September 30, 2019 and December 31, 2018, respectively. At September 30, 2019 and December 31, 2018, our book overdrafts were $287 million and $288 million, respectively, which were classified as accounts payable.
 
At September 30, 2019 and December 31, 2018, $204 million and $177 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our captive insurance subsidiaries, and $2 million and $8 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our health plan-related businesses.
 
Also at September 30, 2019 and December 31, 2018, we had $69 million and $135 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $50 million and $114 million, respectively, were included in accounts payable.

During the nine months ended September 30, 2019 and 2018, we entered into non-cancellable capital (finance) leases of $91 million and $94 million, respectively.
 
Other Intangible Assets
 
The following tables provide information regarding other intangible assets, which are included in the accompanying Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018: 
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
At September 30, 2019:
 
 
 
 
 
 
Capitalized software costs
 
$
1,637

 
$
(927
)
 
$
710

Trade names
 
102

 

 
102

Contracts
 
875

 
(90
)
 
785

Other
 
104

 
(81
)
 
23

Total 
 
$
2,718

 
$
(1,098
)
 
$
1,620

 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
 Net Book
Value
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 at September 30, 2019 is as follows: 
 
 
 
 
Three Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2019
 
2020
 
2021
 
2022
 
2023
 
Amortization of intangible assets
 
$
938

 
$
45

 
$
132

 
$
117

 
$
104

 
$
95

 
$
445


 
We recognized amortization expense of $138 million and $134 million in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2019 and 2018, respectively.

Investments in Unconsolidated Affiliates

We control 237 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 (111 of 348 at September 30, 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 Condensed 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 that were operated by our Hospital Operations and other segment through the divestiture of these investments effective March 1, 2018. For investments acquired during the reporting periods, amounts reflect 100% of the investee’s results beginning on the date of our acquisition of the investment.
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Net operating revenues
 
$
622

 
$
546

 
$
1,809

 
$
1,667

Net income
 
$
156

 
$
126

 
$
447

 
$
374

Net income available to the investees
 
$
97

 
$
80

 
$
290

 
$
240


v3.19.3
ACCOUNTS RECEIVABLE
9 Months Ended
Sep. 30, 2019
Accounts Receivable Additional Disclosures [Abstract]  
ACCOUNTS RECEIVABLE ACCOUNTS RECEIVABLE
 
The principal components of accounts receivable are shown in the table below: 
 
 
September 30, 2019
 
December 31, 2018
Continuing operations:
 
 

 
 

Patient accounts receivable
 
$
2,559

 
$
2,427

Estimated future recoveries
 
169

 
148

Net cost reports and settlements receivable and valuation allowances
 
38

 
18

 
 
2,766

 
2,593

Discontinued operations
 
2

 
2

Accounts receivable, net
 
$
2,768

 
$
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 $274 million and $218 million of receivables recorded in other current assets and investments and other assets, respectively, and $70 million and $50 million of payables recorded in other current liabilities and other long-term liabilities, respectively, in the accompanying Condensed Consolidated Balance Sheet at September 30, 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 Condensed 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 three and nine months ended September 30, 2019 and 2018:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Estimated costs for:
 
 

 
 

 
 

 
 

Uninsured patients
 
$
171

 
$
172

 
$
493

 
$
477

Charity care patients
 
41

 
28

 
116

 
91

Total
 
$
212

 
$
200

 
$
609

 
$
568

v3.19.3
CONTRACT BALANCES
9 Months Ended
Sep. 30, 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 Condensed Consolidated Balance Sheet at September 30, 2019. The opening and closing balances of contract assets for our Hospital Operations and other segment are as follows:

December 31, 2018
 
$
169

September 30, 2019
 
163

Increase/(decrease)
 
$
(6
)
January 1, 2018
 
$
171

September 30, 2018
 
152

Increase/(decrease)
 
$
(19
)


Approximately 89% 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

September 30, 2019
 
86

 
11

 
72

 
19

Increase/(decrease)
 
$
44

 
$

 
$
11

 
$
(1
)
 
 
 
 
 
 
 
 
 
January 1, 2018
 
$
89

 
$
10

 
$
80

 
$
21

September 30, 2018
 
89

 
11

 
74

 
21

Increase/(decrease)
 
$

 
$
1

 
$
(6
)
 
$


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 Condensed 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 Condensed Consolidated Balance Sheets.

The amount of revenue Conifer recognized in the nine months ended September 30, 2019 and 2018 that was included in the opening current deferred revenue liability was $57 million and $68 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 three months ended September 30, 2019 and 2018, we recognized amortization expense of $2 million and $3 million, respectively. During the nine months ended September 30, 2019 and 2018, we recognized amortization expense of $4 million and $9 million, respectively. At September 30, 2019 and December 31, 2018, the unamortized customer contract costs were $26 million and $28 million, respectively, and are presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets.NET OPERATING REVENUES

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 from continuing operations:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Hospital Operations and other:
 
 

 
 

 
 
 
 
Net patient service revenues from hospitals and related outpatient facilities
 
 
 
 
 
 
 
 
Medicare
 
$
697

 
$
681

 
$
2,176

 
$
2,164

Medicaid
 
284

 
336

 
914

 
971

Managed care
 
2,357

 
2,228

 
7,041

 
6,869

Uninsured
 
44

 
33

 
56

 
78

Indemnity and other
 
184

 
156

 
508

 
438

Total
 
3,566

 
3,434

 
10,695

 
10,520

Other revenues(1)
 
284

 
328

 
844

 
922

Hospital Operations and other total prior to inter-segment eliminations
 
3,850

 
3,762

 
11,539

 
11,442

Ambulatory Care
 
522

 
502

 
1,526

 
1,531

Conifer
 
336

 
371

 
1,040

 
1,161

Inter-segment eliminations
 
(140
)
 
(146
)
 
(432
)
 
(440
)
Net operating revenues
 
$
4,568

 
$
4,489

 
$
13,673

 
$
13,694


 
 
 
(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 nine months ended September 30, 2019 and 2018 by $24 million and $11 million, respectively. Estimated cost report settlements and valuation allowances are included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from 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:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Net patient service revenues
 
$
490

 
$
471

 
$
1,437

 
$
1,440

Management fees
 
23

 
22

 
69

 
68

Revenue from other sources
 
9

 
9

 
20

 
23

Net operating revenues
 
$
522

 
$
502

 
$
1,526

 
$
1,531


The table below shows the composition of net operating revenues for our Conifer segment:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Revenue cycle services – Tenet
 
$
136

 
$
141

 
$
420

 
$
424

Revenue cycle services – other customers
 
175

 
203

 
542

 
655

Other services – Tenet
 
4

 
5

 
12

 
16

Other services – other customers
 
21

 
22

 
66

 
66

Net operating revenues
 
$
336

 
$
371

 
$
1,040

 
$
1,161



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 Common Spirit, 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 Common Spirit ends December 31, 2032.
 
 
 
 
Three Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2019
 
2020
 
2021
 
2022
 
2023
 
Performance obligations
 
$
7,440

 
$
149

 
$
598

 
$
594

 
$
594

 
$
594

 
$
4,911


v3.19.3
ASSETS AND LIABILITIES HELD FOR SALE
9 Months Ended
Sep. 30, 2019
Discontinued Operation, Additional Disclosures [Abstract]  
ASSETS AND LIABILITIES HELD FOR SALE ASSETS AND LIABILITIES HELD FOR SALE 
    
There were no assets or liabilities classified as held for sale at September 30, 2019. In the three months ended December 31, 2017, three of our hospitals in the Chicago-area, as well as other operations affiliated with the hospitals, met the criteria to be classified as held for sale. As a result, we have classified these assets totaling $107 million as “assets held for sale” in current assets and the related liabilities of $43 million as “liabilities held for sale” in current liabilities in the accompanying Condensed Consolidated Balance Sheet at December 31, 2018. These assets and liabilities, which were in our Hospital Operations and other segment until their divestiture on January 28, 2019, were recorded at the lower of their carrying amount or their fair value less estimated costs to sell. We recorded impairment charges of $17 million in the three months ended March 31, 2018 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.

The following table provides information on significant components of our business that have been disposed of since January 1, 2018:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Significant disposals:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations, before income taxes 
 
 
 
 
 
 
 
 
   Chicago-area (includes a $6 million loss on sale in the 2019 year-to-date period and $17 million of impairment charges in the 2018 year-to-date period)
 
$

 
$
(10
)
 
$
(11
)
 
$
(25
)
   Philadelphia (includes a $2 million loss on sale in the 2018 year-to-date period)
 

 
1

 
1

 
(10
)
   MacNeal (includes a $88 million gain on sale in the 2018 year-to-date period)
 
(1
)
 
(7
)
 
1

 
90

   Aspen (includes $9 million of impairment charges in the 2018 year-to-date period)
 

 
(6
)
 

 
(6
)
      Total
 
$
(1
)
 
$
(22
)
 
$
(9
)
 
$
49


v3.19.3
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS
9 Months Ended
Sep. 30, 2019
Restructuring Costs and Asset Impairment Charges [Abstract]  
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS
 
During the nine months ended September 30, 2019, we recorded impairment and restructuring charges and acquisition-related costs of $101 million, consisting of $7 million of impairment charges, $90 million of restructuring charges and $4 million of acquisition-related costs. Restructuring charges consisted of $38 million of employee severance costs, $3 million of contract and lease termination fees, and $49 million of other restructuring costs. Acquisition-related costs consisted of $4 million of transaction costs. Our impairment charges for the nine months ended September 30, 2019 were comprised of $4 million from our Hospital Operations and other segment and $3 million from our Ambulatory Care segment.

During the nine months ended September 30, 2018, we recorded impairment and restructuring charges and acquisition-related costs of $123 million, consisting of $29 million of impairment charges, $82 million of restructuring charges and $12 million of acquisition-related costs. Impairment charges consisted primarily of $17 million of charges to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for certain 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 $3 million of other impairment charges. Restructuring charges consisted of $47 million of employee severance costs, $10 million of contract and lease termination fees, and $25 million of other restructuring costs. Acquisition-related costs consisted of $8 million of transaction costs and $4 million of acquisition integration charges. Our impairment charges for the nine months ended
September 30, 2018 were comprised of $20 million from our Hospital Operations and other segment and $9 million from our Ambulatory Care segment.
 
Our impairment tests presume stable, improving or, in some cases, declining operating results in our facilities, which are based on programs and initiatives being implemented that are designed to achieve each facility’s most recent projections. If these projections are not met, or if in the future negative trends occur that impact our future outlook, impairments of long-lived assets and goodwill may occur, and we may incur additional restructuring charges, which could be material.
 
At September 30, 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 periodically incur costs to implement restructuring efforts for specific operations, which are recorded in our consolidated statement of operations as they are incurred. Our restructuring plans focus on various aspects of operations, including aligning our operations in the most strategic and cost-effective structure. Certain restructuring and acquisition-related costs are based on estimates. Changes in estimates are recognized as they occur.
v3.19.3
LEASES (Notes)
9 Months Ended
Sep. 30, 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 Condensed Consolidated Balance Sheet at September 30, 2019:
Component of Lease Balances
 
Classification in Condensed Consolidated Balance Sheet
 
September 30, 2019
Assets:
 
 
 
 
Operating lease assets
 
Investments and other assets
 
$
913

Finance lease assets
 
Property and equipment, at cost, less
accumulated depreciation and amortization
 
435

Total leased assets
 
 
 
$
1,348

 
 
 
 
 
Liabilities:
 
 
 
 
Operating lease liabilities:
 
 
 
 
Current
 
Other current liabilities
 
$
160

Long-term
 
Other long-term liabilities
 
854

Total operating lease liabilities
 
 
 
1,014

Finance lease liabilities:
 
 
 
 
Current
 
Current portion of long-term debt
 
139

Long-term
 
Long-term debt, net of current portion
 
201

Total finance lease liabilities
 
 
 
340

Total lease liabilities
 
 
 
$
1,354



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.

The following table presents the components of our lease expense and their classification in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019:
 
 
Classification on Condensed Consolidated
 
Three Months Ended
 
Nine Months Ended
Component of Lease Expense
 
Statements of Operations
 
September 30, 2019
 
September 30, 2019
Operating lease expense
 
Other operating expenses, net
 
$
54

 
$
156

Finance lease expense:
 
 
 
 
 
 
Amortization of leased assets
 
Depreciation and amortization
 
22

 
63

Interest on lease liabilities
 
Interest expense
 
4

 
12

Total finance lease expense
 
 
 
26

 
75

Variable and short term-lease expense
 
Other operating expenses, net
 
33

 
100

Total lease expense
 
 
 
$
113

 
$
331


The weighted-average lease terms and discount rates for operating and finance leases are presented in the following table:
 
 
September 30, 2019
Weighted-average remaining lease term (years)
 
 
Operating leases
 
7.7

Finance leases
 
6.0

 
 
 
Weighted-average discount rate
 
 
Operating leases
 
5.5
%
Finance leases
 
5.6
%

Cash flow and other information related to leases is included in the following table:
 
 
Nine Months Ended
 
 
September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
 
Operating cash outflows from operating leases
 
$
146

Operating cash outflows from finance leases
 
$
15

Financing cash outflows from finance leases
 
$
112

 
 
 
Right-of-use assets obtained in exchange for lease obligations:
 
 
Operating leases
 
$
208

Finance leases
 
$
91



Future maturities of lease liabilities at September 30, 2019 are presented in the following table:
 
 
Operating Leases
 
Finance Leases
 
Total
2019
 
$
160

 
$
139

 
$
299

2020
 
189

 
137

 
326

2021
 
177

 
80

 
257

2022
 
157

 
24

 
181

2023
 
133

 
13

 
146

Later years
 
420

 
124

 
544

Total lease payments
 
1,236

 
517

 
1,753

Less: Imputed interest
 
222

 
177

 
399

Total lease obligations
 
1,014

 
340

 
1,354

Less: Current obligations
 
160

 
139

 
299

Long-term lease obligations
 
$
854

 
$
201

 
$
1,055



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


LEASES LEASES

The following table presents the components of our right-of-use assets and liabilities related to leases and their classification in our Condensed Consolidated Balance Sheet at September 30, 2019:
Component of Lease Balances
 
Classification in Condensed Consolidated Balance Sheet
 
September 30, 2019
Assets:
 
 
 
 
Operating lease assets
 
Investments and other assets
 
$
913

Finance lease assets
 
Property and equipment, at cost, less
accumulated depreciation and amortization
 
435

Total leased assets
 
 
 
$
1,348

 
 
 
 
 
Liabilities:
 
 
 
 
Operating lease liabilities:
 
 
 
 
Current
 
Other current liabilities
 
$
160

Long-term
 
Other long-term liabilities
 
854

Total operating lease liabilities
 
 
 
1,014

Finance lease liabilities:
 
 
 
 
Current
 
Current portion of long-term debt
 
139

Long-term
 
Long-term debt, net of current portion
 
201

Total finance lease liabilities
 
 
 
340

Total lease liabilities
 
 
 
$
1,354



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.

The following table presents the components of our lease expense and their classification in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019:
 
 
Classification on Condensed Consolidated
 
Three Months Ended
 
Nine Months Ended
Component of Lease Expense
 
Statements of Operations
 
September 30, 2019
 
September 30, 2019
Operating lease expense
 
Other operating expenses, net
 
$
54

 
$
156

Finance lease expense:
 
 
 
 
 
 
Amortization of leased assets
 
Depreciation and amortization
 
22

 
63

Interest on lease liabilities
 
Interest expense
 
4

 
12

Total finance lease expense
 
 
 
26

 
75

Variable and short term-lease expense
 
Other operating expenses, net
 
33

 
100

Total lease expense
 
 
 
$
113

 
$
331


The weighted-average lease terms and discount rates for operating and finance leases are presented in the following table:
 
 
September 30, 2019
Weighted-average remaining lease term (years)
 
 
Operating leases
 
7.7

Finance leases
 
6.0

 
 
 
Weighted-average discount rate
 
 
Operating leases
 
5.5
%
Finance leases
 
5.6
%

Cash flow and other information related to leases is included in the following table:
 
 
Nine Months Ended
 
 
September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
 
Operating cash outflows from operating leases
 
$
146

Operating cash outflows from finance leases
 
$
15

Financing cash outflows from finance leases
 
$
112

 
 
 
Right-of-use assets obtained in exchange for lease obligations:
 
 
Operating leases
 
$
208

Finance leases
 
$
91



Future maturities of lease liabilities at September 30, 2019 are presented in the following table:
 
 
Operating Leases
 
Finance Leases
 
Total
2019
 
$
160

 
$
139

 
$
299

2020
 
189

 
137

 
326

2021
 
177

 
80

 
257

2022
 
157

 
24

 
181

2023
 
133

 
13

 
146

Later years
 
420

 
124

 
544

Total lease payments
 
1,236

 
517

 
1,753

Less: Imputed interest
 
222

 
177

 
399

Total lease obligations
 
1,014

 
340

 
1,354

Less: Current obligations
 
160

 
139

 
299

Long-term lease obligations
 
$
854

 
$
201

 
$
1,055



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


v3.19.3
LONG-TERM DEBT
9 Months Ended
Sep. 30, 2019
Long-term Debt and Lease Obligation [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT

The table below shows our long-term debt at September 30, 2019 and December 31, 2018:
 
 
September 30, 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

 

Senior secured credit facility due 2024
 
275

 

Finance leases and mortgage notes
 
452

 
500

Unamortized issue costs and note discounts
 
(196
)
 
(184
)
Total long-term debt 
 
15,023

 
14,826

Less current portion
 
165

 
182

Long-term debt, net of current portion 
 
$
14,858

 
$
14,644


 
Senior Secured 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.

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 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 September 30, 2019, we had $275 million of cash borrowings outstanding under the Credit Agreement subject to a weighted average interest rate of 3.45%, and we had $1 million of standby letters of credit outstanding. Based on our eligible receivables, $1.2 billion was available for borrowing under the Credit Agreement at September 30, 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 September 30, 2019, we had $92 million of standby letters of credit outstanding under the LC Facility.
v3.19.3
GUARANTEES
9 Months Ended
Sep. 30, 2019
Guarantees [Abstract]  
GUARANTEES GUARANTEES
 
At September 30, 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 $143 million. We had a total liability of $122 million recorded for these guarantees included in other current liabilities at September 30, 2019.
 
At September 30, 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 Condensed Consolidated Balance Sheet at September 30, 2019.
v3.19.3
EMPLOYEE BENEFIT PLANS
9 Months Ended
Sep. 30, 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. 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 September 30, 2019, assuming outstanding performance-based restricted stock units and options for which performance has not yet been determined will achieve target performance, approximately 8.0 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 (approximately 7.9 million shares remain available if we assume maximum performance for outstanding performance-based restricted stock units and options for which performance has not yet been determined).
 
The accompanying Condensed Consolidated Statements of Operations for both the nine months ended September 30, 2019 and 2018 include $34 million of pre-tax compensation costs related to our stock-based compensation arrangements.
 
Stock Options
 
The following table summarizes stock option activity during the nine months ended September 30, 2019:
 
 
Options
 
Weighted Average
Exercise Price
Per Share
 
Aggregate
Intrinsic Value
 
Weighted Average
Remaining Life
 
 
 
 
 
 
(In Millions)
 
 
Outstanding at December 31, 2018
 
2,262,743

 
$
19.12

 
 
 
 
Granted
 
230,713

 
28.28

 
 
 
 
Exercised
 
(76,159
)
 
4.56

 
 
 
 
Forfeited/Expired
 
(203,256
)
 
19.66

 
 
 
 
Outstanding at September 30, 2019
 
2,214,041

 
$
20.53

 
$
6

 
6.0 years
Vested and expected to vest at September 30, 2019
 
2,214,041

 
$
20.53

 
$
6

 
6.0 years
Exercisable at September 30, 2019
 
684,628

 
$
19.03

 
$
2

 
2.8 years


There were 76,159 and 612,074 stock options exercised during the nine months ended September 30, 2019 and 2018, respectively, with aggregate intrinsic values of approximately $1 million and $4 million, respectively.

At September 30, 2019, there were $5 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 1.7 years.

On March 29, 2019, we granted an aggregate of 7,862 performance-based stock options to a new 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.

In the three months ended June 30, 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. In the three months ended March 31, 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.
 
The weighted average estimated fair value of stock options we granted in the nine months ended September 30, 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, 2019
 
February 28, 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 September 30, 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
 
1,229,723

 
5.4 years
 
$
18.14

 
413,960

 
$
16.46

$19.76 to $35.430
 
984,318

 
6.7 years
 
23.51

 
270,668

 
22.94

 
 
2,214,041

 
6.0 years
 
$
20.53

 
684,628

 
$
19.03



Restricted Stock Units
 
The following table summarizes restricted stock unit activity during the nine months ended September 30, 2019
 
 
Restricted Stock Units
 
Weighted Average Grant
Date Fair Value Per Unit
Unvested at December 31, 2018
 
1,884,130

 
$
32.25

Granted
 
1,460,753

 
27.85

Vested
 
(1,425,660
)
 
37.49

Forfeited
 
(329,926
)
 
24.71

Unvested at September 30, 2019
 
1,589,297

 
$
25.07


 
In the nine months ended September 30, 2019, we granted an aggregate of 1,460,753 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 a 27 month period from the grant date, and 340,931 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. Because the board of directors appointed one new member in August 2019, we made an initial grant totaling 3,003 restricted stock units to the director, as well as a prorated annual grant totaling 7,978 restricted stock units. Both the initial grant and the annual grant vested immediately, however, the initial grant settles upon separation from the board, while the annual grant settles 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 a 2014 grant.

In the nine months ended September 30, 2018, we granted an aggregate of 734,091 restricted stock units. Of these, 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 a two-year period from the grant date, and 29,870 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 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.
 
At September 30, 2019, there were $30 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 1.8 years.
 
Employee Retirement Plans
 
In the nine months ended September 30, 2019 and 2018, we recognized (i) service cost related to one of our frozen nonqualified defined benefit pension plans of less than $1 million and approximately $2 million, respectively, in salaries, wages and benefits expense, and (ii) other components of net periodic pension cost and net periodic postretirement benefit cost related to our frozen qualified and nonqualified defined benefit plans of $16 million and $12 million, respectively, in other non-operating expense, net, in the accompanying Condensed Consolidated Statements of Operations.
v3.19.3
EQUITY
9 Months Ended
Sep. 30, 2019
Stockholders' Equity Note [Abstract]  
EQUITY EQUITY

Changes in Shareholders’ Equity

The following tables show the changes in consolidated equity during the nine months ended September 30, 2019 and 2018 (dollars in millions, share amounts in thousands):
 
 
Common Stock
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Accumulated
Deficit
 
Treasury
Stock
 
Noncontrolling
Interests
 
Total Equity
 
 
Shares
Outstanding
 
Issued Par
Amount
 
 
 
 
 
 
Balances at December 31, 2018
 
102,537

 
$
7

 
$
4,747

 
$
(223
)
 
$
(2,236
)
 
$
(2,414
)
 
$
806

 
$
687

Net income (loss)
 

 

 

 

 
(19
)
 

 
37

 
18

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(37
)
 
(37
)
Other comprehensive income
 

 

 

 
2

 

 

 

 
2

Accretion of redeemable noncontrolling interests
 

 

 
(5
)
 

 

 

 

 
(5
)
Purchases (sales) of businesses and noncontrolling interests
 

 

 
(2
)
 

 

 

 
2

 

Cumulative effect of accounting change
 

 

 

 

 
1

 

 

 
1

Stock-based compensation expense, tax benefit and issuance of common stock
 
543

 

 
8

 

 

 

 

 
8

Balances at March 31, 2019
 
103,080

 
$
7

 
$
4,748

 
$
(221
)
 
$
(2,254
)
 
$
(2,414
)
 
$
808

 
$
674

Net income
 

 

 

 

 
17

 

 
47

 
64

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(35
)
 
(35
)
Other comprehensive income
 

 

 

 
2

 

 

 

 
2

Accretion of redeemable noncontrolling interests
 

 

 
(4
)
 

 

 

 

 
(4
)
Purchases of businesses and noncontrolling interests
 

 

 

 

 

 

 
5

 
5

Stock-based compensation expense, tax benefit and issuance of common stock
 
256

 

 
11

 

 

 

 

 
11

Balances at June 30, 2019
 
103,336

 
$
7

 
$
4,755

 
$
(219
)
 
$
(2,237
)
 
$
(2,414
)
 
$
825

 
$
717

Net income (loss)
 

 

 

 

 
(232
)
 

 
45

 
(187
)
Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(46
)
 
(46
)
Other comprehensive income
 

 

 

 
3

 

 

 

 
3

Accretion of redeemable noncontrolling interests
 

 

 
(4
)
 

 

 

 

 
(4
)
Purchases (sales) of businesses and noncontrolling interests
 

 

 
(5
)
 

 

 

 
6

 
1

Stock-based compensation expense, tax benefit and issuance of common stock
 
436

 

 
5

 

 

 

 

 
5

Balances at September 30, 2019
 
103,772

 
$
7

 
$
4,751

 
$
(216
)
 
$
(2,469
)
 
$
(2,414
)
 
$
830

 
$
489


 
 
Common Stock
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Accumulated
Deficit
 
Treasury
Stock
 
Noncontrolling
Interests
 
Total Equity
 
 
Shares
Outstanding
 
Issued Par
Amount
 
 
 
 
 
 
Balances at December 31, 2017
 
100,972

 
$
7

 
$
4,859

 
$
(204
)
 
$
(2,390
)
 
$
(2,419
)
 
$
686

 
$
539

Net income
 

 

 

 

 
99

 

 
31

 
130

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(34
)
 
(34
)
Other comprehensive income
 

 

 

 
8

 

 

 

 
8

Accretion of redeemable noncontrolling interests
 

 

 
(37
)
 

 

 

 

 
(37
)
Sales of businesses and noncontrolling interests
 

 

 
(4
)
 

 

 

 
(2
)
 
(6
)
Cumulative effect of accounting change
 

 

 

 
(43
)
 
43

 

 

 

Stock-based compensation expense, tax benefit and issuance of common stock
 
1,017

 

 
15

 

 

 
1

 

 
16

Balances at March 31, 2018
 
101,989

 
$
7

 
$
4,833

 
$
(239
)
 
$
(2,248
)
 
$
(2,418
)
 
$
681

 
$
616

Net income
 

 

 

 

 
26

 

 
42

 
68

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(38
)
 
(38
)
Other comprehensive loss
 

 

 

 
(4
)
 

 

 

 
(4
)
Accretion of redeemable noncontrolling interests
 

 

 
(123
)
 

 

 

 

 
(123
)
Purchases (sales) of businesses and noncontrolling interests
 

 

 
(2
)
 

 

 

 
45

 
43

Stock-based compensation expense, tax benefit and issuance of common stock
 
312

 

 
14

 

 

 

 

 
14

Balances at June 30, 2018
 
102,301

 
$
7

 
$
4,722

 
$
(243
)
 
$
(2,222
)
 
$
(2,418
)
 
$
730

 
$
576

Net income (loss)
 

 

 

 

 
(9
)
 

 
40

 
31

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(40
)
 
(40
)
Other comprehensive income
 

 

 

 
41

 

 

 

 
41

Accretion of redeemable noncontrolling interests
 

 

 
(6
)
 

 

 

 

 
(6
)
Purchases of businesses and noncontrolling interests
 

 

 
3

 

 

 

 
36

 
39

Stock-based compensation expense, tax benefit and issuance of common stock
 
146

 

 
14

 

 

 
3

 

 
17

Balances at September 30, 2018
 
102,447

 
$
7

 
$
4,733

 
$
(202
)
 
$
(2,231
)
 
$
(2,415
)
 
$
766

 
$
658


 
Our noncontrolling interests balances at September 30, 2019 and December 31, 2018 were comprised of $114 million and $112 million, respectively, from our Hospital Operations and other segment, and $716 million and $694 million, respectively, from our Ambulatory Care segment. Our net income available to noncontrolling interests for the nine months ended September 30, 2019 and 2018 in the table above were comprised of $10 million and $6 million, respectively, from our Hospital Operations and other segment, and $119 million and $107 million, respectively, from our Ambulatory Care segment.
v3.19.3
NET OPERATING REVENUES
9 Months Ended
Sep. 30, 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 Condensed Consolidated Balance Sheet at September 30, 2019. The opening and closing balances of contract assets for our Hospital Operations and other segment are as follows:

December 31, 2018
 
$
169

September 30, 2019
 
163

Increase/(decrease)
 
$
(6
)
January 1, 2018
 
$
171

September 30, 2018
 
152

Increase/(decrease)
 
$
(19
)


Approximately 89% 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

September 30, 2019
 
86

 
11

 
72

 
19

Increase/(decrease)
 
$
44

 
$

 
$
11

 
$
(1
)
 
 
 
 
 
 
 
 
 
January 1, 2018
 
$
89

 
$
10

 
$
80

 
$
21

September 30, 2018
 
89

 
11

 
74

 
21

Increase/(decrease)
 
$

 
$
1

 
$
(6
)
 
$


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 Condensed 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 Condensed Consolidated Balance Sheets.

The amount of revenue Conifer recognized in the nine months ended September 30, 2019 and 2018 that was included in the opening current deferred revenue liability was $57 million and $68 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 three months ended September 30, 2019 and 2018, we recognized amortization expense of $2 million and $3 million, respectively. During the nine months ended September 30, 2019 and 2018, we recognized amortization expense of $4 million and $9 million, respectively. At September 30, 2019 and December 31, 2018, the unamortized customer contract costs were $26 million and $28 million, respectively, and are presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets.NET OPERATING REVENUES

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 from continuing operations:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Hospital Operations and other:
 
 

 
 

 
 
 
 
Net patient service revenues from hospitals and related outpatient facilities
 
 
 
 
 
 
 
 
Medicare
 
$
697

 
$
681

 
$
2,176

 
$
2,164

Medicaid
 
284

 
336

 
914

 
971

Managed care
 
2,357

 
2,228

 
7,041

 
6,869

Uninsured
 
44

 
33

 
56

 
78

Indemnity and other
 
184

 
156

 
508

 
438

Total
 
3,566

 
3,434

 
10,695

 
10,520

Other revenues(1)
 
284

 
328

 
844

 
922

Hospital Operations and other total prior to inter-segment eliminations
 
3,850

 
3,762

 
11,539

 
11,442

Ambulatory Care
 
522

 
502

 
1,526

 
1,531

Conifer
 
336

 
371

 
1,040

 
1,161

Inter-segment eliminations
 
(140
)
 
(146
)
 
(432
)
 
(440
)
Net operating revenues
 
$
4,568

 
$
4,489

 
$
13,673

 
$
13,694


 
 
 
(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 nine months ended September 30, 2019 and 2018 by $24 million and $11 million, respectively. Estimated cost report settlements and valuation allowances are included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from 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:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Net patient service revenues
 
$
490

 
$
471

 
$
1,437

 
$
1,440

Management fees
 
23

 
22

 
69

 
68

Revenue from other sources
 
9

 
9

 
20

 
23

Net operating revenues
 
$
522

 
$
502

 
$
1,526

 
$
1,531


The table below shows the composition of net operating revenues for our Conifer segment:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Revenue cycle services – Tenet
 
$
136

 
$
141

 
$
420

 
$
424

Revenue cycle services – other customers
 
175

 
203

 
542

 
655

Other services – Tenet
 
4

 
5

 
12

 
16

Other services – other customers
 
21

 
22

 
66

 
66

Net operating revenues
 
$
336

 
$
371

 
$
1,040

 
$
1,161



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 Common Spirit, 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 Common Spirit ends December 31, 2032.
 
 
 
 
Three Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2019
 
2020
 
2021
 
2022
 
2023
 
Performance obligations
 
$
7,440

 
$
149

 
$
598

 
$
594

 
$
594

 
$
594

 
$
4,911


v3.19.3
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE
9 Months Ended
Sep. 30, 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 September 30, 2019 and December 31, 2018, the aggregate current and long-term professional and general liability reserves in the accompanying Condensed Consolidated Balance Sheets were $901 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 1.62% at September 30, 2019 and 2.59% at December 31, 2018.
 
If the aggregate limit of any of our professional and general liability policies is exhausted, in whole or in part, it could deplete or reduce the limits available to pay any other material claims applicable to that policy period.
 
Included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations is malpractice expense of $295 million and $267 million for the nine months ended September 30, 2019 and 2018, respectively.
v3.19.3
CLAIMS AND LAWSUITS
9 Months Ended
Sep. 30, 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”), as described in our Annual Report. 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 we expect oral arguments to be held before the end of 2019 or early in 2020. 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 are now proceeding on behalf of the three named individuals. We will continue to vigorously defend against the plaintiffs’ allegations.

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 until December 2019 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. 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 first 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 intend to contest 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 table below presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded in continuing operations during the nine months ended September 30, 2019 and 2018. No amounts were recorded in discontinued operations in those periods.
 
 
Balances at
Beginning
of Period
 
Litigation and
Investigation
Costs
 
Cash
Payments
 
Balances at
End of
Period
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2019
 
$
8

 
$
115

 
$
(37
)
 
$
86

Nine Months Ended September 30, 2018
 
$
12

 
$
28

 
$
(24
)
 
$
16


 
For the nine months ended September 30, 2019 and 2018, we recorded costs of $115 million and $28 million, respectively, in continuing operations in connection with significant legal proceedings and governmental investigations.
v3.19.3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES
9 Months Ended
Sep. 30, 2019
Noncontrolling Interest [Abstract]  
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES 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 nine months ended September 30, 2019 and 2018:
 
 
Nine Months Ended
September 30,
 
 
2019
 
2018
Balances at beginning of period 
 
$
1,420

 
$
1,866

Net income
 
130

 
135

Distributions paid to noncontrolling interests
 
(105
)
 
(107
)
Accretion of redeemable noncontrolling interests
 
13

 
166

Purchases and sales of businesses and noncontrolling interests, net
 
17

 
(616
)
Balances at end of period 
 
$
1,475

 
$
1,444

 
The following tables show the composition by segment of our redeemable noncontrolling interests balances at September 30, 2019 and December 31, 2018, as well as our net income available to redeemable noncontrolling interests for the nine months ended September 30, 2019 and 2018:
 
 
September 30, 2019
 
December 31, 2018
Hospital Operations and other
 
$
400

 
$
431

Ambulatory Care
 
743

 
713

Conifer
 
332

 
276

Redeemable noncontrolling interests
 
$
1,475

 
$
1,420

 
 
Nine Months Ended
September 30,
 
 
2019
 
2018
Hospital Operations and other
 
$
(26
)
 
$
(17
)
Ambulatory Care
 
100

 
102

Conifer
 
56

 
50

Net income available to redeemable noncontrolling interests
 
$
130

 
$
135


v3.19.3
INCOME TAXES
9 Months Ended
Sep. 30, 2019
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
 
During the three months ended September 30, 2019, we recorded income tax expense of $20 million in continuing operations on pre-tax loss of $133 million compared to income tax expense of $6 million on pre-tax income of $71 million during the three months ended September 30, 2018. During the nine months ended September 30, 2019, we recorded income tax expense of $67 million in continuing operations on pre-tax income of $81 million compared to income tax expense of $120 million on pre-tax income of $481 million during the nine months ended September 30, 2018. Our provision for income taxes during interim reporting periods is calculated by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. In calculating “ordinary” income, non-taxable income or loss attributable to noncontrolling interests has been deducted from pre-tax income or loss in the determination of the annualized effective tax rate used to calculate income taxes for the quarter. The reconciliation between the amount of recorded income tax expense and the amount calculated at the statutory federal tax rate is shown in the following table:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Tax expense (benefit) at statutory federal rate of 21%
 
$
(28
)
 
$
15

 
$
17

 
$
101

State income taxes, net of federal income tax benefit
 
(3
)
 
3

 
6

 
20

Tax attributable to noncontrolling interests
 
(17
)
 
(15
)
 
(53
)
 
(49
)
Nondeductible goodwill
 

 

 

 
7

Tax benefit related to loss on Aspen sale
 

 
(18
)
 

 
(18
)
Nontaxable gains
 

 

 
(1
)
 

Nondeductible litigation costs
 
7

 

 
7

 

Stock-based compensation
 
4

 

 
4

 
4

Change in valuation allowance
 
53

 
24

 
88

 
54

Change in tax contingency reserves, including interest
 
(3
)
 

 
(3
)
 

Other items
 
7

 
(3
)
 
2

 
1

Income tax expense
 
$
20

 
$
6

 
$
67

 
$
120


    
During the nine months ended September 30, 2019, we decreased our estimated liabilities for uncertain tax positions by $3 million, net of related deferred tax effects. The total amount of unrecognized tax benefits at September 30, 2019 was $41 million, of which $39 million, if recognized, would impact our effective tax rate and income tax expense (benefit) from continuing operations. 
 
Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. Total accrued interest and penalties on unrecognized tax benefits at September 30, 2019 were $3 million, all of which related to continuing operations.
 
At September 30, 2019, approximately $7 million of unrecognized federal and state tax benefits, as well as reserves for interest and penalties, may decrease in the next 12 months as a result of the settlement of audits, the filing of amended tax returns or the expiration of statutes of limitations.
v3.19.3
EARNINGS (LOSS) PER COMMON SHARE
9 Months Ended
Sep. 30, 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 three and nine months ended September 30, 2019 and 2018. 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
Three Months Ended September 30, 2019
 
 

 
 

 
 

Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share
 
$
(233
)
 
103,558

 
$
(2.25
)
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
 
$
(233
)
 
103,558

 
$
(2.25
)
 
 
 
 
 
 
 
Three Months Ended September 30, 2018
 
 

 
 

 
 

Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share
 
$
(9
)
 
102,402

 
$
(0.09
)
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
 
$
(9
)
 
102,402

 
$
(0.09
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Net Income Available (Loss Attributable)
to Common
Shareholders
(Numerator)
 
Weighted
Average Shares
(Denominator)
 
Per-Share
Amount
Nine Months Ended September 30, 2019
 
 

 
 

 
 

Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share
 
$
(245
)
 
103,181

 
$
(2.37
)
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
 
$
(245
)
 
103,181

 
$
(2.37
)
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
 

 
 

 
 

Net income available to Tenet Healthcare Corporation common shareholders
for basic earnings per share
 
$
113

 
101,980

 
$
1.11

Effect of dilutive stock options, restricted stock units and deferred compensation units
 

 
1,822

 
(0.02
)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
 
$
113

 
103,802

 
$
1.09



All potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2019 and the three months ended September 30, 2018 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 three and nine months ended September 30, 2019 and the three months ended September 30, 2018, 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 1,024 and 2,173 for the three months ended September 30, 2019 and 2018, respectively, and 1,403 for the nine months ended September 30, 2019.
v3.19.3
FAIR VALUE MEASUREMENTS
9 Months Ended
Sep. 30, 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 table presents this information and indicates 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, 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

 



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 September 30, 2019 and December 31, 2018, the estimated fair value of our long-term debt was approximately 103.9% and 97.3%, respectively, of the carrying value of the debt.
v3.19.3
ACQUISITIONS
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
 
Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the nine months ended September 30, 2019 and 2018 are as follows: 
 
 
Nine Months Ended
September 30,
 
 
2019
 
2018
Current assets
 
$
5

 
$
5

Property and equipment
 
15

 
12

Other intangible assets
 
4

 
7

Goodwill
 
34

 
211

Other long-term assets, including previously held equity method investments
 
6

 
(18
)
Current liabilities
 
(4
)
 
1

Long-term liabilities
 
(10
)
 
(16
)
Redeemable noncontrolling interests in equity of consolidated subsidiaries
 
(16
)
 
(18
)
Noncontrolling interests
 
(6
)
 
(85
)
Cash paid, net of cash acquired
 
(23
)
 
(97
)
Gains on consolidations
 
$
5

 
$
2



The goodwill generated from these transactions, the majority of which will be not 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 $34 million from acquisitions completed during the nine months ended September 30, 2019 was recorded in our Ambulatory Care segment. Approximately $4 million and $8 million in transaction costs related to prospective and closed acquisitions were expensed during the nine month periods ended September 30, 2019 and 2018, respectively, and are included in impairment and restructuring charges, and acquisition-related costs in the accompanying Condensed Consolidated Statements of Operations.
 
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 allocation over those fair values is recorded as goodwill. We are in process of finalizing the purchase price allocations, including valuations of the acquired property and equipment, other intangible assets and noncontrolling interests for some of our 2019 and 2018 acquisitions; therefore, those purchase price allocations are subject to adjustment once the valuations are completed.
 
During the nine months ended September 30, 2019 and 2018, we recognized gains totaling $5 million and $2 million, respectively, associated with stepping up our ownership interests in previously held equity method investments, which we began consolidating after we acquired controlling interests.
v3.19.3
SEGMENT INFORMATION
9 Months Ended
Sep. 30, 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, microhospitals and physician practices. At September 30, 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 September 30, 2019, USPI had interests in 264 ambulatory surgery centers, 38 urgent care centers operated under the CareSpot brand, 23 imaging centers and 23 surgical hospitals in 27 states. At September 30, 2019, we owned 95% of USPI.
 
Our Conifer segment provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other customers. At September 30, 2019, Conifer provided services to approximately 670 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
September 30, 2019, we owned 76% of Conifer Health Solutions, LLC, which is the principal subsidiary of Conifer Holdings, Inc.
 
The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Operations, as applicable:
 
 
September 30,
2019
 
December 31,
2018
Assets:
 
 

 
 

Hospital Operations and other
 
$
16,202

 
$
15,684

Ambulatory Care
 
6,100

 
5,711

Conifer
 
1,055

 
1,014

Total 
 
$
23,357

 
$
22,409


 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Capital expenditures:
 
 

 
 

 
 

 
 

Hospital Operations and other
 
$
135

 
$
115

 
$
423

 
$
343

Ambulatory Care
 
16

 
18

 
57

 
46

Conifer
 
5

 
3

 
12

 
15

Total 
 
$
156

 
$
136

 
$
492

 
$
404

 
 
 
 
 
 
 
 
 
Net operating revenues:
 
 

 
 

 
 

 
 

Hospital Operations and other total prior to inter-segment eliminations(1)
 
$
3,850

 
$
3,762

 
$
11,539

 
$
11,442

Ambulatory Care
 
522

 
502

 
1,526

 
1,531

Conifer
 
 

 
 

 
 
 
 
Tenet
 
140

 
146

 
432

 
440

Other customers
 
196

 
225

 
608

 
721

Total Conifer revenues
 
336

 
371

 
1,040

 
1,161

Inter-segment eliminations
 
(140
)
 
(146
)
 
(432
)
 
(440
)
Total 
 
$
4,568

 
$
4,489

 
$
13,673

 
$
13,694

 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated affiliates:
 
 

 
 

 
 

 
 

Hospital Operations and other
 
$
1

 
$
2

 
$
12

 
$
6

Ambulatory Care
 
37

 
31

 
102

 
91

Total 
 
$
38

 
$
33

 
$
114

 
$
97

 
 
 
 
 
 
 
 
 
Adjusted EBITDA(2):
 
 

 
 

 
 

 
 

Hospital Operations and other(2)
 
$
334

 
$
312

 
$
1,018

 
$
1,059

Ambulatory Care
 
207

 
184

 
591

 
547

Conifer
 
90

 
81

 
292

 
270

Total 
 
$
631

 
$
577

 
$
1,901

 
$
1,876

 
 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 

 
 

 
 

 
 

Hospital Operations and other
 
$
175

 
$
175

 
$
539

 
$
514

Ambulatory Care
 
19

 
17

 
55

 
51

Conifer
 
11

 
12

 
33

 
37

Total 
 
$
205

 
$
204

 
$
627

 
$
602


 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Adjusted EBITDA(2)
 
$
631

 
$
577

 
$
1,901

 
$
1,876

Income (loss) from divested and closed businesses
(i.e., the Company’s health plan businesses)
 
(1
)
 
9

 
(2
)
 
9

Depreciation and amortization
 
(205
)
 
(204
)
 
(627
)
 
(602
)
Impairment and restructuring charges, and acquisition-related costs
 
(46
)
 
(46
)
 
(101
)
 
(123
)
Litigation and investigation costs
 
(84
)
 
(9
)
 
(115
)
 
(28
)
Interest expense
 
(244
)
 
(249
)
 
(742
)
 
(758
)
Loss from early extinguishment of debt
 
(180
)
 

 
(227
)
 
(2
)
Other non-operating expense, net
 
(3
)
 

 
(3
)
 
(2
)
Net gains (losses) on sales, consolidation and deconsolidation of facilities
 
(1
)
 
(7
)
 
(3
)
 
111

Income (loss) from continuing operations, before income taxes
 
$
(133
)
 
$
71

 
$
81

 
$
481


(1)
Hospital Operations and other revenues includes health plan revenues of less than $1 million and approximately $1 million for the three and nine months ended September 30, 2019, respectively, and $8 million and $14 million for the three and nine months ended September 30, 2018, respectively.
(2)
Hospital Operations and other Adjusted EBITDA excludes health plan EBITDA of $(1) million and $(2) million for the three and nine months ended September 30, 2019, respectively, and $9 million for both of the three and nine months ended September 30, 2018.
v3.19.3
BASIS OF PRESENTATION (Policies)
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Basis of Presentation
Description of Business and Basis of Presentation
 
Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Through an expansive care network that includes USPI Holding Company, Inc. (“USPI”), at September 30, 2019, we operated 65 hospitals and approximately 500 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, urgent care and imaging centers, and other care sites and clinics. 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.
 
This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2018 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all financial and statistical data included in these notes to our Condensed Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per-share amounts).
 
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 condensed consolidated balance sheet, $147 million of current liabilities associated with operating leases in other current liabilities in our condensed consolidated balance sheet and $715 million of long-term liabilities associated with operating leases in other long-term liabilities in our condensed consolidated balance sheet. We also recognized $1 million of cumulative effect adjustment that decreased accumulated deficit at January 1, 2019.

Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. In preparing our financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. Financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public.
 
Operating results for the three and nine month periods ended September 30, 2019 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; managed care contract negotiations or terminations; the number of patients with high-deductible health insurance plans; 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 the timing of elective procedures. These considerations apply to year-to-year comparisons as well.
Net Operating Revenues
Net Operating Revenues

We recognize net operating revenues in the period in which we satisfy our performance obligations under contracts by transferring services to our customers. Net operating revenues are recognized in the amounts we expect to be entitled to, which are the transaction prices allocated for the distinct services. Net operating revenues for our Hospital Operations and 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.

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.
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 $314 million and $411 million at September 30, 2019 and December 31, 2018, respectively. At September 30, 2019 and December 31, 2018, our book overdrafts were $287 million and $288 million, respectively, which were classified as accounts payable.
 
At September 30, 2019 and December 31, 2018, $204 million and $177 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our captive insurance subsidiaries, and $2 million and $8 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our health plan-related businesses.
 
Also at September 30, 2019 and December 31, 2018, we had $69 million and $135 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $50 million and $114 million, respectively, were included in accounts payable.

During the nine months ended September 30, 2019 and 2018, we entered into non-cancellable capital (finance) leases of $91 million and $94 million, respectively.
Investments in Unconsolidated Affiliates
Investments in Unconsolidated Affiliates

We control 237 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 (111 of 348 at September 30, 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 Condensed Consolidated Statements of Operations.
v3.19.3
BASIS OF PRESENTATION (Tables)
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of other intangible assets
The following tables provide information regarding other intangible assets, which are included in the accompanying Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018: 
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
At September 30, 2019:
 
 
 
 
 
 
Capitalized software costs
 
$
1,637

 
$
(927
)
 
$
710

Trade names
 
102

 

 
102

Contracts
 
875

 
(90
)
 
785

Other
 
104

 
(81
)
 
23

Total 
 
$
2,718

 
$
(1,098
)
 
$
1,620

 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
 Net Book
Value
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 at September 30, 2019 is as follows: 
 
 
 
 
Three Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2019
 
2020
 
2021
 
2022
 
2023
 
Amortization of intangible assets
 
$
938

 
$
45

 
$
132

 
$
117

 
$
104

 
$
95

 
$
445


Schedule of equity method investments 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 that were operated by our Hospital Operations and other segment through the divestiture of these investments effective March 1, 2018. For investments acquired during the reporting periods, amounts reflect 100% of the investee’s results beginning on the date of our acquisition of the investment.
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Net operating revenues
 
$
622

 
$
546

 
$
1,809

 
$
1,667

Net income
 
$
156

 
$
126

 
$
447

 
$
374

Net income available to the investees
 
$
97

 
$
80

 
$
290

 
$
240


v3.19.3
ACCOUNTS RECEIVABLE (Tables)
9 Months Ended
Sep. 30, 2019
Accounts Receivable Additional Disclosures [Abstract]  
Schedule of components of accounts receivable
The principal components of accounts receivable are shown in the table below: 
 
 
September 30, 2019
 
December 31, 2018
Continuing operations:
 
 

 
 

Patient accounts receivable
 
$
2,559

 
$
2,427

Estimated future recoveries
 
169

 
148

Net cost reports and settlements receivable and valuation allowances
 
38

 
18

 
 
2,766

 
2,593

Discontinued operations
 
2

 
2

Accounts receivable, net
 
$
2,768

 
$
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 three and nine months ended September 30, 2019 and 2018:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Estimated costs for:
 
 

 
 

 
 

 
 

Uninsured patients
 
$
171

 
$
172

 
$
493

 
$
477

Charity care patients
 
41

 
28

 
116

 
91

Total
 
$
212

 
$
200

 
$
609

 
$
568

v3.19.3
CONTRACT BALANCES (Tables)
9 Months Ended
Sep. 30, 2019
Revenue from Contract with Customer [Abstract]  
Schedule of opening and closing balances of Company's contract assets The opening and closing balances of contract assets for our Hospital Operations and other segment are as follows:

December 31, 2018
 
$
169

September 30, 2019
 
163

Increase/(decrease)
 
$
(6
)
January 1, 2018
 
$
171

September 30, 2018
 
152

Increase/(decrease)
 
$
(19
)

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

September 30, 2019
 
86

 
11

 
72

 
19

Increase/(decrease)
 
$
44

 
$

 
$
11

 
$
(1
)
 
 
 
 
 
 
 
 
 
January 1, 2018
 
$
89

 
$
10

 
$
80

 
$
21

September 30, 2018
 
89

 
11

 
74

 
21

Increase/(decrease)
 
$

 
$
1

 
$
(6
)
 
$


v3.19.3
ASSETS AND LIABILITIES HELD FOR SALE (Tables)
9 Months Ended
Sep. 30, 2019
Discontinued Operation, Additional Disclosures [Abstract]  
Assets and liabilities classified as held for sale
The following table provides information on significant components of our business that have been disposed of since January 1, 2018:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Significant disposals:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations, before income taxes 
 
 
 
 
 
 
 
 
   Chicago-area (includes a $6 million loss on sale in the 2019 year-to-date period and $17 million of impairment charges in the 2018 year-to-date period)
 
$

 
$
(10
)
 
$
(11
)
 
$
(25
)
   Philadelphia (includes a $2 million loss on sale in the 2018 year-to-date period)
 

 
1

 
1

 
(10
)
   MacNeal (includes a $88 million gain on sale in the 2018 year-to-date period)
 
(1
)
 
(7
)
 
1

 
90

   Aspen (includes $9 million of impairment charges in the 2018 year-to-date period)
 

 
(6
)
 

 
(6
)
      Total
 
$
(1
)
 
$
(22
)
 
$
(9
)
 
$
49


v3.19.3
LEASES (Tables)
9 Months Ended
Sep. 30, 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 Condensed Consolidated Balance Sheet at September 30, 2019:
Component of Lease Balances
 
Classification in Condensed Consolidated Balance Sheet
 
September 30, 2019
Assets:
 
 
 
 
Operating lease assets
 
Investments and other assets
 
$
913

Finance lease assets
 
Property and equipment, at cost, less
accumulated depreciation and amortization
 
435

Total leased assets
 
 
 
$
1,348

 
 
 
 
 
Liabilities:
 
 
 
 
Operating lease liabilities:
 
 
 
 
Current
 
Other current liabilities
 
$
160

Long-term
 
Other long-term liabilities
 
854

Total operating lease liabilities
 
 
 
1,014

Finance lease liabilities:
 
 
 
 
Current
 
Current portion of long-term debt
 
139

Long-term
 
Long-term debt, net of current portion
 
201

Total finance lease liabilities
 
 
 
340

Total lease liabilities
 
 
 
$
1,354


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 Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019:
 
 
Classification on Condensed Consolidated
 
Three Months Ended
 
Nine Months Ended
Component of Lease Expense
 
Statements of Operations
 
September 30, 2019
 
September 30, 2019
Operating lease expense
 
Other operating expenses, net
 
$
54

 
$
156

Finance lease expense:
 
 
 
 
 
 
Amortization of leased assets
 
Depreciation and amortization
 
22

 
63

Interest on lease liabilities
 
Interest expense
 
4

 
12

Total finance lease expense
 
 
 
26

 
75

Variable and short term-lease expense
 
Other operating expenses, net
 
33

 
100

Total lease expense
 
 
 
$
113

 
$
331


The weighted-average lease terms and discount rates for operating and finance leases are presented in the following table:
 
 
September 30, 2019
Weighted-average remaining lease term (years)
 
 
Operating leases
 
7.7

Finance leases
 
6.0

 
 
 
Weighted-average discount rate
 
 
Operating leases
 
5.5
%
Finance leases
 
5.6
%

Cash flow and other information related to leases is included in the following table:
 
 
Nine Months Ended
 
 
September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
 
Operating cash outflows from operating leases
 
$
146

Operating cash outflows from finance leases
 
$
15

Financing cash outflows from finance leases
 
$
112

 
 
 
Right-of-use assets obtained in exchange for lease obligations:
 
 
Operating leases
 
$
208

Finance leases
 
$
91



Operating Lease Liability Maturity Schedule
Future maturities of lease liabilities at September 30, 2019 are presented in the following table:
 
 
Operating Leases
 
Finance Leases
 
Total
2019
 
$
160

 
$
139

 
$
299

2020
 
189

 
137

 
326

2021
 
177

 
80

 
257

2022
 
157

 
24

 
181

2023
 
133

 
13

 
146

Later years
 
420

 
124

 
544

Total lease payments
 
1,236

 
517

 
1,753

Less: Imputed interest
 
222

 
177

 
399

Total lease obligations
 
1,014

 
340

 
1,354

Less: Current obligations
 
160

 
139

 
299

Long-term lease obligations
 
$
854

 
$
201

 
$
1,055


Finance Lease Liability Maturity Schedule
Future maturities of lease liabilities at September 30, 2019 are presented in the following table:
 
 
Operating Leases
 
Finance Leases
 
Total
2019
 
$
160

 
$
139

 
$
299

2020
 
189

 
137

 
326

2021
 
177

 
80

 
257

2022
 
157

 
24

 
181

2023
 
133

 
13

 
146

Later years
 
420

 
124

 
544

Total lease payments
 
1,236

 
517

 
1,753

Less: Imputed interest
 
222

 
177

 
399

Total lease obligations
 
1,014

 
340

 
1,354

Less: Current obligations
 
160

 
139

 
299

Long-term lease obligations
 
$
854

 
$
201

 
$
1,055


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


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


v3.19.3
LONG-TERM DEBT (Tables)
9 Months Ended
Sep. 30, 2019
Long-term Debt and Lease Obligation [Abstract]  
Summary of long-term debt

The table below shows our long-term debt at September 30, 2019 and December 31, 2018:
 
 
September 30, 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

 

Senior secured credit facility due 2024
 
275

 

Finance leases and mortgage notes
 
452

 
500

Unamortized issue costs and note discounts
 
(196
)
 
(184
)
Total long-term debt 
 
15,023

 
14,826

Less current portion
 
165

 
182

Long-term debt, net of current portion 
 
$
14,858

 
$
14,644


v3.19.3
EMPLOYEE BENEFIT PLANS (Tables)
9 Months Ended
Sep. 30, 2019
Defined Benefit Plan [Abstract]  
Summary of stock option activity
The following table summarizes stock option activity during the nine months ended September 30, 2019:
 
 
Options
 
Weighted Average
Exercise Price
Per Share
 
Aggregate
Intrinsic Value
 
Weighted Average
Remaining Life
 
 
 
 
 
 
(In Millions)
 
 
Outstanding at December 31, 2018
 
2,262,743

 
$
19.12

 
 
 
 
Granted
 
230,713

 
28.28

 
 
 
 
Exercised
 
(76,159
)
 
4.56

 
 
 
 
Forfeited/Expired
 
(203,256
)
 
19.66

 
 
 
 
Outstanding at September 30, 2019
 
2,214,041

 
$
20.53

 
$
6

 
6.0 years
Vested and expected to vest at September 30, 2019
 
2,214,041

 
$
20.53

 
$
6

 
6.0 years
Exercisable at September 30, 2019
 
684,628

 
$
19.03

 
$
2

 
2.8 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, 2019
 
February 28, 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 September 30, 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
 
1,229,723

 
5.4 years
 
$
18.14

 
413,960

 
$
16.46

$19.76 to $35.430
 
984,318

 
6.7 years
 
23.51

 
270,668

 
22.94

 
 
2,214,041

 
6.0 years
 
$
20.53

 
684,628

 
$
19.03



Summary of restricted stock unit activity
The following table summarizes restricted stock unit activity during the nine months ended September 30, 2019
 
 
Restricted Stock Units
 
Weighted Average Grant
Date Fair Value Per Unit
Unvested at December 31, 2018
 
1,884,130

 
$
32.25

Granted
 
1,460,753

 
27.85

Vested
 
(1,425,660
)
 
37.49

Forfeited
 
(329,926
)
 
24.71

Unvested at September 30, 2019
 
1,589,297

 
$
25.07


v3.19.3
EQUITY (Tables)
9 Months Ended
Sep. 30, 2019
Stockholders' Equity Note [Abstract]  
Schedule of changes in consolidated equity
The following tables show the changes in consolidated equity during the nine months ended September 30, 2019 and 2018 (dollars in millions, share amounts in thousands):
 
 
Common Stock
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Accumulated
Deficit
 
Treasury
Stock
 
Noncontrolling
Interests
 
Total Equity
 
 
Shares
Outstanding
 
Issued Par
Amount
 
 
 
 
 
 
Balances at December 31, 2018
 
102,537

 
$
7

 
$
4,747

 
$
(223
)
 
$
(2,236
)
 
$
(2,414
)
 
$
806

 
$
687

Net income (loss)
 

 

 

 

 
(19
)
 

 
37

 
18

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(37
)
 
(37
)
Other comprehensive income
 

 

 

 
2

 

 

 

 
2

Accretion of redeemable noncontrolling interests
 

 

 
(5
)
 

 

 

 

 
(5
)
Purchases (sales) of businesses and noncontrolling interests
 

 

 
(2
)
 

 

 

 
2

 

Cumulative effect of accounting change
 

 

 

 

 
1

 

 

 
1

Stock-based compensation expense, tax benefit and issuance of common stock
 
543

 

 
8

 

 

 

 

 
8

Balances at March 31, 2019
 
103,080

 
$
7

 
$
4,748

 
$
(221
)
 
$
(2,254
)
 
$
(2,414
)
 
$
808

 
$
674

Net income
 

 

 

 

 
17

 

 
47

 
64

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(35
)
 
(35
)
Other comprehensive income
 

 

 

 
2

 

 

 

 
2

Accretion of redeemable noncontrolling interests
 

 

 
(4
)
 

 

 

 

 
(4
)
Purchases of businesses and noncontrolling interests
 

 

 

 

 

 

 
5

 
5

Stock-based compensation expense, tax benefit and issuance of common stock
 
256

 

 
11

 

 

 

 

 
11

Balances at June 30, 2019
 
103,336

 
$
7

 
$
4,755

 
$
(219
)
 
$
(2,237
)
 
$
(2,414
)
 
$
825

 
$
717

Net income (loss)
 

 

 

 

 
(232
)
 

 
45

 
(187
)
Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(46
)
 
(46
)
Other comprehensive income
 

 

 

 
3

 

 

 

 
3

Accretion of redeemable noncontrolling interests
 

 

 
(4
)
 

 

 

 

 
(4
)
Purchases (sales) of businesses and noncontrolling interests
 

 

 
(5
)
 

 

 

 
6

 
1

Stock-based compensation expense, tax benefit and issuance of common stock
 
436

 

 
5

 

 

 

 

 
5

Balances at September 30, 2019
 
103,772

 
$
7

 
$
4,751

 
$
(216
)
 
$
(2,469
)
 
$
(2,414
)
 
$
830

 
$
489


 
 
Common Stock
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Accumulated
Deficit
 
Treasury
Stock
 
Noncontrolling
Interests
 
Total Equity
 
 
Shares
Outstanding
 
Issued Par
Amount
 
 
 
 
 
 
Balances at December 31, 2017
 
100,972

 
$
7

 
$
4,859

 
$
(204
)
 
$
(2,390
)
 
$
(2,419
)
 
$
686

 
$
539

Net income
 

 

 

 

 
99

 

 
31

 
130

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(34
)
 
(34
)
Other comprehensive income
 

 

 

 
8

 

 

 

 
8

Accretion of redeemable noncontrolling interests
 

 

 
(37
)
 

 

 

 

 
(37
)
Sales of businesses and noncontrolling interests
 

 

 
(4
)
 

 

 

 
(2
)
 
(6
)
Cumulative effect of accounting change
 

 

 

 
(43
)
 
43

 

 

 

Stock-based compensation expense, tax benefit and issuance of common stock
 
1,017

 

 
15

 

 

 
1

 

 
16

Balances at March 31, 2018
 
101,989

 
$
7

 
$
4,833

 
$
(239
)
 
$
(2,248
)
 
$
(2,418
)
 
$
681

 
$
616

Net income
 

 

 

 

 
26

 

 
42

 
68

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(38
)
 
(38
)
Other comprehensive loss
 

 

 

 
(4
)
 

 

 

 
(4
)
Accretion of redeemable noncontrolling interests
 

 

 
(123
)
 

 

 

 

 
(123
)
Purchases (sales) of businesses and noncontrolling interests
 

 

 
(2
)
 

 

 

 
45

 
43

Stock-based compensation expense, tax benefit and issuance of common stock
 
312

 

 
14

 

 

 

 

 
14

Balances at June 30, 2018
 
102,301

 
$
7

 
$
4,722

 
$
(243
)
 
$
(2,222
)
 
$
(2,418
)
 
$
730

 
$
576

Net income (loss)
 

 

 

 

 
(9
)
 

 
40

 
31

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(40
)
 
(40
)
Other comprehensive income
 

 

 

 
41

 

 

 

 
41

Accretion of redeemable noncontrolling interests
 

 

 
(6
)
 

 

 

 

 
(6
)
Purchases of businesses and noncontrolling interests
 

 

 
3

 

 

 

 
36

 
39

Stock-based compensation expense, tax benefit and issuance of common stock
 
146

 

 
14

 

 

 
3

 

 
17

Balances at September 30, 2018
 
102,447

 
$
7

 
$
4,733

 
$
(202
)
 
$
(2,231
)
 
$
(2,415
)
 
$
766

 
$
658


v3.19.3
NET OPERATING REVENUES (Tables)
9 Months Ended
Sep. 30, 2019
Revenue from Contract with Customer [Abstract]  
Disaggregation of operating revenues less provision for doubtful accounts and implicit price concessions
The table below shows our sources of net operating revenues from continuing operations:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Hospital Operations and other:
 
 

 
 

 
 
 
 
Net patient service revenues from hospitals and related outpatient facilities
 
 
 
 
 
 
 
 
Medicare
 
$
697

 
$
681

 
$
2,176

 
$
2,164

Medicaid
 
284

 
336

 
914

 
971

Managed care
 
2,357

 
2,228

 
7,041

 
6,869

Uninsured
 
44

 
33

 
56

 
78

Indemnity and other
 
184

 
156

 
508

 
438

Total
 
3,566

 
3,434

 
10,695

 
10,520

Other revenues(1)
 
284

 
328

 
844

 
922

Hospital Operations and other total prior to inter-segment eliminations
 
3,850

 
3,762

 
11,539

 
11,442

Ambulatory Care
 
522

 
502

 
1,526

 
1,531

Conifer
 
336

 
371

 
1,040

 
1,161

Inter-segment eliminations
 
(140
)
 
(146
)
 
(432
)
 
(440
)
Net operating revenues
 
$
4,568

 
$
4,489

 
$
13,673

 
$
13,694


 
 
 
(1)
 Primarily physician practices revenues.

The table below shows the composition of net operating revenues for our Ambulatory Care segment:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Net patient service revenues
 
$
490

 
$
471

 
$
1,437

 
$
1,440

Management fees
 
23

 
22

 
69

 
68

Revenue from other sources
 
9

 
9

 
20

 
23

Net operating revenues
 
$
522

 
$
502

 
$
1,526

 
$
1,531


The table below shows the composition of net operating revenues for our Conifer segment:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Revenue cycle services – Tenet
 
$
136

 
$
141

 
$
420

 
$
424

Revenue cycle services – other customers
 
175

 
203

 
542

 
655

Other services – Tenet
 
4

 
5

 
12

 
16

Other services – other customers
 
21

 
22

 
66

 
66

Net operating revenues
 
$
336

 
$
371

 
$
1,040

 
$
1,161


Performance obligation, expected timing of satisfaction
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 Common Spirit, 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 Common Spirit ends December 31, 2032.
 
 
 
 
Three Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2019
 
2020
 
2021
 
2022
 
2023
 
Performance obligations
 
$
7,440

 
$
149

 
$
598

 
$
594

 
$
594

 
$
594

 
$
4,911


v3.19.3
CLAIMS AND LAWSUITS (Tables)
9 Months Ended
Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
Reconciliations of legal settlements and related costs
The table below presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded in continuing operations during the nine months ended September 30, 2019 and 2018. No amounts were recorded in discontinued operations in those periods.
 
 
Balances at
Beginning
of Period
 
Litigation and
Investigation
Costs
 
Cash
Payments
 
Balances at
End of
Period
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2019
 
$
8

 
$
115

 
$
(37
)
 
$
86

Nine Months Ended September 30, 2018
 
$
12

 
$
28

 
$
(24
)
 
$
16


v3.19.3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables)
9 Months Ended
Sep. 30, 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 nine months ended September 30, 2019 and 2018:
 
 
Nine Months Ended
September 30,
 
 
2019
 
2018
Balances at beginning of period 
 
$
1,420

 
$
1,866

Net income
 
130

 
135

Distributions paid to noncontrolling interests
 
(105
)
 
(107
)
Accretion of redeemable noncontrolling interests
 
13

 
166

Purchases and sales of businesses and noncontrolling interests, net
 
17

 
(616
)
Balances at end of period 
 
$
1,475

 
$
1,444

 
The following tables show the composition by segment of our redeemable noncontrolling interests balances at September 30, 2019 and December 31, 2018, as well as our net income available to redeemable noncontrolling interests for the nine months ended September 30, 2019 and 2018:
 
 
September 30, 2019
 
December 31, 2018
Hospital Operations and other
 
$
400

 
$
431

Ambulatory Care
 
743

 
713

Conifer
 
332

 
276

Redeemable noncontrolling interests
 
$
1,475

 
$
1,420

 
 
Nine Months Ended
September 30,
 
 
2019
 
2018
Hospital Operations and other
 
$
(26
)
 
$
(17
)
Ambulatory Care
 
100

 
102

Conifer
 
56

 
50

Net income available to redeemable noncontrolling interests
 
$
130

 
$
135


v3.19.3
INCOME TAXES (Tables)
9 Months Ended
Sep. 30, 2019
Income Tax Disclosure [Abstract]  
Schedule of reconciliation between reported income tax expense (benefit) and income taxes calculated by the statutory federal income tax rate The reconciliation between the amount of recorded income tax expense and the amount calculated at the statutory federal tax rate is shown in the following table:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Tax expense (benefit) at statutory federal rate of 21%
 
$
(28
)
 
$
15

 
$
17

 
$
101

State income taxes, net of federal income tax benefit
 
(3
)
 
3

 
6

 
20

Tax attributable to noncontrolling interests
 
(17
)
 
(15
)
 
(53
)
 
(49
)
Nondeductible goodwill
 

 

 

 
7

Tax benefit related to loss on Aspen sale
 

 
(18
)
 

 
(18
)
Nontaxable gains
 

 

 
(1
)
 

Nondeductible litigation costs
 
7

 

 
7

 

Stock-based compensation
 
4

 

 
4

 
4

Change in valuation allowance
 
53

 
24

 
88

 
54

Change in tax contingency reserves, including interest
 
(3
)
 

 
(3
)
 

Other items
 
7

 
(3
)
 
2

 
1

Income tax expense
 
$
20

 
$
6

 
$
67

 
$
120


v3.19.3
EARNINGS (LOSS) PER COMMON SHARE (Tables)
9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
Schedule of reconciliation of numerators and denominators of our basic and diluted 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 three and nine months ended September 30, 2019 and 2018. 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
Three Months Ended September 30, 2019
 
 

 
 

 
 

Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share
 
$
(233
)
 
103,558

 
$
(2.25
)
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
 
$
(233
)
 
103,558

 
$
(2.25
)
 
 
 
 
 
 
 
Three Months Ended September 30, 2018
 
 

 
 

 
 

Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share
 
$
(9
)
 
102,402

 
$
(0.09
)
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
 
$
(9
)
 
102,402

 
$
(0.09
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Net Income Available (Loss Attributable)
to Common
Shareholders
(Numerator)
 
Weighted
Average Shares
(Denominator)
 
Per-Share
Amount
Nine Months Ended September 30, 2019
 
 

 
 

 
 

Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share
 
$
(245
)
 
103,181

 
$
(2.37
)
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
 
$
(245
)
 
103,181

 
$
(2.37
)
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
 

 
 

 
 

Net income available to Tenet Healthcare Corporation common shareholders
for basic earnings per share
 
$
113

 
101,980

 
$
1.11

Effect of dilutive stock options, restricted stock units and deferred compensation units
 

 
1,822

 
(0.02
)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
 
$
113

 
103,802

 
$
1.09


v3.19.3
FAIR VALUE MEASUREMENTS (Tables)
9 Months Ended
Sep. 30, 2019
Fair Value Disclosures [Abstract]  
Schedule of assets and liabilities measured at fair value on a recurring basis The following table presents this information and indicates 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, 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

 


v3.19.3
ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Schedule of preliminary purchase price allocation
Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the nine months ended September 30, 2019 and 2018 are as follows: 
 
 
Nine Months Ended
September 30,
 
 
2019
 
2018
Current assets
 
$
5

 
$
5

Property and equipment
 
15

 
12

Other intangible assets
 
4

 
7

Goodwill
 
34

 
211

Other long-term assets, including previously held equity method investments
 
6

 
(18
)
Current liabilities
 
(4
)
 
1

Long-term liabilities
 
(10
)
 
(16
)
Redeemable noncontrolling interests in equity of consolidated subsidiaries
 
(16
)
 
(18
)
Noncontrolling interests
 
(6
)
 
(85
)
Cash paid, net of cash acquired
 
(23
)
 
(97
)
Gains on consolidations
 
$
5

 
$
2


v3.19.3
SEGMENT INFORMATION (Tables)
9 Months Ended
Sep. 30, 2019
Segment Reporting [Abstract]  
Reconciliation of assets by reportable segment to consolidated assets
The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Operations, as applicable:
 
 
September 30,
2019
 
December 31,
2018
Assets:
 
 

 
 

Hospital Operations and other
 
$
16,202

 
$
15,684

Ambulatory Care
 
6,100

 
5,711

Conifer
 
1,055

 
1,014

Total 
 
$
23,357

 
$
22,409


Reconciliation of other significant reconciling items from segments to consolidated
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Capital expenditures:
 
 

 
 

 
 

 
 

Hospital Operations and other
 
$
135

 
$
115

 
$
423

 
$
343

Ambulatory Care
 
16

 
18

 
57

 
46

Conifer
 
5

 
3

 
12

 
15

Total 
 
$
156

 
$
136

 
$
492

 
$
404

 
 
 
 
 
 
 
 
 
Net operating revenues:
 
 

 
 

 
 

 
 

Hospital Operations and other total prior to inter-segment eliminations(1)
 
$
3,850

 
$
3,762

 
$
11,539

 
$
11,442

Ambulatory Care
 
522

 
502

 
1,526

 
1,531

Conifer
 
 

 
 

 
 
 
 
Tenet
 
140

 
146

 
432

 
440

Other customers
 
196

 
225

 
608

 
721

Total Conifer revenues
 
336

 
371

 
1,040

 
1,161

Inter-segment eliminations
 
(140
)
 
(146
)
 
(432
)
 
(440
)
Total 
 
$
4,568

 
$
4,489

 
$
13,673

 
$
13,694

 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated affiliates:
 
 

 
 

 
 

 
 

Hospital Operations and other
 
$
1

 
$
2

 
$
12

 
$
6

Ambulatory Care
 
37

 
31

 
102

 
91

Total 
 
$
38

 
$
33

 
$
114

 
$
97

 
 
 
 
 
 
 
 
 
Adjusted EBITDA(2):
 
 

 
 

 
 

 
 

Hospital Operations and other(2)
 
$
334

 
$
312

 
$
1,018

 
$
1,059

Ambulatory Care
 
207

 
184

 
591

 
547

Conifer
 
90

 
81

 
292

 
270

Total 
 
$
631

 
$
577

 
$
1,901

 
$
1,876

 
 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 

 
 

 
 

 
 

Hospital Operations and other
 
$
175

 
$
175

 
$
539

 
$
514

Ambulatory Care
 
19

 
17

 
55

 
51

Conifer
 
11

 
12

 
33

 
37

Total 
 
$
205

 
$
204

 
$
627

 
$
602


 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Adjusted EBITDA(2)
 
$
631

 
$
577

 
$
1,901

 
$
1,876

Income (loss) from divested and closed businesses
(i.e., the Company’s health plan businesses)
 
(1
)
 
9

 
(2
)
 
9

Depreciation and amortization
 
(205
)
 
(204
)
 
(627
)
 
(602
)
Impairment and restructuring charges, and acquisition-related costs
 
(46
)
 
(46
)
 
(101
)
 
(123
)
Litigation and investigation costs
 
(84
)
 
(9
)
 
(115
)
 
(28
)
Interest expense
 
(244
)
 
(249
)
 
(742
)
 
(758
)
Loss from early extinguishment of debt
 
(180
)
 

 
(227
)
 
(2
)
Other non-operating expense, net
 
(3
)
 

 
(3
)
 
(2
)
Net gains (losses) on sales, consolidation and deconsolidation of facilities
 
(1
)
 
(7
)
 
(3
)
 
111

Income (loss) from continuing operations, before income taxes
 
$
(133
)
 
$
71

 
$
81

 
$
481


(1)
Hospital Operations and other revenues includes health plan revenues of less than $1 million and approximately $1 million for the three and nine months ended September 30, 2019, respectively, and $8 million and $14 million for the three and nine months ended September 30, 2018, respectively.
(2)
Hospital Operations and other Adjusted EBITDA excludes health plan EBITDA of $(1) million and $(2) million for the three and nine months ended September 30, 2019, respectively, and $9 million for both of the three and nine months ended September 30, 2018.
v3.19.3
BASIS OF PRESENTATION (Details)
$ in Millions
9 Months Ended
Sep. 30, 2019
USD ($)
facility
hospital
Jan. 01, 2019
USD ($)
Jan. 01, 2018
USD ($)
Business Acquisition      
Number of hospitals operated by subsidiaries | hospital 65    
Number of healthcare facilities | facility 500    
Operating lease, right-of-use assets $ 913 $ 822  
Operating lease liability, current 160 147  
Operating lease liabilities, long-term $ 854 715  
Cumulative effect of accounting change   1 $ 0
Accounting Standards Update 2016-02      
Business Acquisition      
Cumulative effect of accounting change   $ 1  
v3.19.3
BASIS OF PRESENTATION - Cash and Cash Equivalents (Details) - USD ($)
$ in Millions
9 Months Ended 12 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Cash and Cash Equivalents      
Cash and cash equivalents $ 314   $ 411
Accrued property and equipment purchases for items received but not yet paid 69   135
Non-cancellable capital (finance leases) entered into 91 $ 94  
Captive insurance subsidiaries      
Cash and Cash Equivalents      
Cash and cash equivalents 204   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 287   288
Accrued property and equipment purchases for items received but not yet paid $ 50   $ 114
v3.19.3
BASIS OF PRESENTATION - Other Intangible Assets (Details) - USD ($)
$ in Millions
Sep. 30, 2019
Dec. 31, 2018
Other intangible assets    
Gross Carrying Amount $ 2,718 $ 2,744
Accumulated Amortization (1,098) (1,013)
Net Book Value 1,620 1,731
Capitalized software costs    
Other intangible assets    
Gross Carrying Amount 1,637 1,667
Accumulated Amortization (927) (858)
Net Book Value 710 809
Trade names    
Other intangible assets    
Gross Carrying Amount 102 102
Accumulated Amortization 0 0
Net Book Value 102 102
Contracts    
Other intangible assets    
Gross Carrying Amount 875 871
Accumulated Amortization (90) (76)
Net Book Value 785 795
Other    
Other intangible assets    
Gross Carrying Amount 104 104
Accumulated Amortization (81) (79)
Net Book Value $ 23 $ 25
v3.19.3
BASIS OF PRESENTATION - Amortization of Intangible Assets (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Amortization of intangible assets    
Total $ 938  
Six months ending 2019 45  
Year Ending 2020 132  
Year Ending 2021 117  
Year Ending 2022 104  
Year Ending 2023 95  
Later Years 445  
Amortization expense $ 138 $ 134
v3.19.3
BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details)
$ in Millions
3 Months Ended 9 Months Ended
Mar. 01, 2018
hospital
Sep. 30, 2019
USD ($)
Sep. 30, 2018
USD ($)
Sep. 30, 2019
USD ($)
hospital
Sep. 30, 2018
USD ($)
Schedule of Equity Method Investments [Line Items]          
Investee results reflected       1  
Net operating revenues | $   $ 622 $ 546 $ 1,809 $ 1,667
Net income | $   156 126 447 374
Net income available to the investees | $   $ 97 $ 80 $ 290 $ 240
Ambulatory Care          
Schedule of Equity Method Investments [Line Items]          
Number of outpatient centers recorded not using equity method       237  
Number of outpatient centers recorded using equity method       111  
Number of outpatient centers       348  
Hospital Operations and other          
Schedule of Equity Method Investments [Line Items]          
Number of hospitals recorded using equity method 4        
v3.19.3
ACCOUNTS RECEIVABLE - Components (Details) - USD ($)
$ in Millions
Sep. 30, 2019
Dec. 31, 2018
Accounts receivable and allowance for doubtful accounts    
Accounts receivable, net $ 2,768 $ 2,595
Continuing Operations    
Accounts receivable and allowance for doubtful accounts    
Patient accounts receivable 2,559 2,427
Estimated future recoveries 169 148
Net cost reports and settlements receivable and valuation allowances 38 18
Accounts receivable, net 2,766 2,593
Discontinued operations    
Accounts receivable and allowance for doubtful accounts    
Accounts receivable, net $ 2 $ 2
v3.19.3
ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($)
$ in Millions
Sep. 30, 2019
Dec. 31, 2018
Accounts receivable and allowance for doubtful accounts    
Receivables $ 2,768 $ 2,595
Payables 1,125 1,207
California's Provider Fee Program | Other current assets    
Accounts receivable and allowance for doubtful accounts    
Receivables 274 278
California's Provider Fee Program | Other assets    
Accounts receivable and allowance for doubtful accounts    
Receivables, noncurrent 218 231
California's Provider Fee Program | Other current liabilities    
Accounts receivable and allowance for doubtful accounts    
Payables 70 100
California's Provider Fee Program | Other long-term liabilities    
Accounts receivable and allowance for doubtful accounts    
Liabilities, noncurrent $ 50 $ 42
v3.19.3
ACCOUNTS RECEIVABLE - Allowance (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Accounts receivable and allowance for doubtful accounts        
Estimated costs of caring $ 212 $ 200 $ 609 $ 568
Uninsured patients        
Accounts receivable and allowance for doubtful accounts        
Estimated costs of caring 171 172 493 477
Charity care patients        
Accounts receivable and allowance for doubtful accounts        
Estimated costs of caring $ 41 $ 28 $ 116 $ 91
v3.19.3
CONTRACT BALANCES - Hospital Operations and Other Segment (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Receivables    
Percentage of contract assets that meet the conditions for unconditional right to payment (percentage) 89.00%  
Hospital Operations And Other Total Prior To Inter-Segment Eliminations    
Receivables    
Balance at beginning of period $ 169 $ 171
Balance at end of period 163 152
Increase/(decrease) $ (6) $ (19)
v3.19.3
CONTRACT BALANCES - Conifer Segment (Details) - Conifer - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Receivables    
Beginning balance $ 42 $ 89
Ending balance 86 89
Increase/(decrease) 44 0
Contract Asset-Unbilled Revenue    
Beginning balance 11 10
Ending balance 11 11
Increase/(decrease) 0 1
Contract Liability-Current Deferred Revenue    
Balance at beginning of period 61 80
Balance at end of period 72 74
Contract Liability-Long-term Deferred Revenue    
Balance at beginning of period 20 21
Balance at end of period 19 21
Amount of revenue recognized included in current deferred revenue liability 57 68
Long-term Contract with Customer    
Contract Liability-Current Deferred Revenue    
Increase/(decrease) (1) 0
Contract Liability-Long-term Deferred Revenue    
Increase/(decrease) (1) 0
Short-term Contract with Customer    
Contract Liability-Current Deferred Revenue    
Increase/(decrease) 11 (6)
Contract Liability-Long-term Deferred Revenue    
Increase/(decrease) $ 11 $ (6)
v3.19.3
CONTRACT BALANCES - Contract Costs (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Revenue from Contract with Customer [Abstract]          
Amortization expense $ 2 $ 3 $ 4 $ 9  
Unamortized customer contract costs $ 26   $ 26   $ 28
v3.19.3
ASSETS AND LIABILITIES HELD FOR SALE (Details)
3 Months Ended 9 Months Ended
Mar. 31, 2018
USD ($)
Dec. 31, 2017
hospital
Sep. 30, 2019
USD ($)
Sep. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
Current Assets and Liabilities Held for Sale          
Assets held for sale     $ 0    
Liabilities held for sale     0    
Impairment charges     $ 7,000,000 $ 29,000,000  
Chicago-area          
Current Assets and Liabilities Held for Sale          
Assets held for sale         $ 107,000,000
Liabilities held for sale         $ 43,000,000
Impairment charges $ 17,000,000        
Chicago-area | Disposal Group, Held-for-sale, Not Discontinued Operations          
Current Assets and Liabilities Held for Sale          
Number of hospitals | hospital   3      
v3.19.3
ASSETS AND LIABILITIES HELD FOR SALE - Significant Disposals (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Impairment charges       $ 7 $ 29
Disposal Group, Disposed of by Sale, Not Discontinued Operations          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Income (loss) from continuing operations, before income taxes $ (1) $ (22)   (9) 49
Chicago-area          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Impairment charges     $ 17    
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]          
Income (loss) from continuing operations, before income taxes 0 (10)   (11) (25)
Gain (loss) on disposition of business       (6)  
Impairment charges         17
Philadelphia          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Gain (loss) on disposition of business         (2)
Philadelphia | Disposal Group, Disposed of by Sale, Not Discontinued Operations          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Income (loss) from continuing operations, before income taxes 0 1   1 (10)
MacNeal | Disposal Group, Disposed of by Sale, Not Discontinued Operations          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Income (loss) from continuing operations, before income taxes (1) (7)   1 90
Gain (loss) on disposition of business         88
Aspen | Disposal Group, Disposed of by Sale, Not Discontinued Operations          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Income (loss) from continuing operations, before income taxes $ 0 $ (6)   $ 0 (6)
Impairment charges         $ 9
v3.19.3
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
USD ($)
Sep. 30, 2018
USD ($)
Mar. 31, 2018
USD ($)
Sep. 30, 2019
USD ($)
segment
Sep. 30, 2018
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Impairment and restructuring charges, and acquisition-related costs $ 46 $ 46   $ 101 $ 123
Impairment charges       7 29
Restructuring charges       90 82
Acquisition costs       4 12
Employee severance costs       38 47
Contract and lease termination costs       3 10
Other restructuring costs       49 25
Acquisition-related transaction costs       $ 4 8
Other impairment charges         3
Acquisition integration charges         4
Number of operating segments | segment       3  
Chicago-area          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Impairment charges     $ 17    
Charges to write-down assets held for sale to their estimated fair value         17
Aspen Facilities          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Charges to write-down assets held for sale to their estimated fair value         9
Hospital Operations And Other          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Impairment charges       $ 4 20
Ambulatory Care Segment          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Impairment charges       $ 3 $ 9
v3.19.3
LEASES - Balance Sheet Components (Details) - USD ($)
$ in Millions
Sep. 30, 2019
Jan. 01, 2019
Leases [Abstract]    
Operating lease assets $ 913 $ 822
Finance lease assets 435  
Total leased assets 1,348  
Operating lease liability, current 160 147
Operating lease liabilities, long-term 854 $ 715
Total operating lease liabilities 1,014  
Finance lease liabilities, current 139  
Finance lease liabilities, long-term 201  
Total finance lease liabilities 340  
Total lease obligations $ 1,354  
v3.19.3
LEASES - Narrative (Details)
9 Months Ended
Sep. 30, 2019
Lessee, Lease, Description [Line Items]  
Finite-lived intangible asset, useful life 15 years
Minimum  
Lessee, Lease, Description [Line Items]  
Finance lease renewal term 5 years
Maximum  
Lessee, Lease, Description [Line Items]  
Finance lease renewal term 10 years
Real Estate | Minimum  
Lessee, Lease, Description [Line Items]  
Operating lease, term of contract 5 years
Real Estate | Maximum  
Lessee, Lease, Description [Line Items]  
Operating lease, term of contract 10 years
Equipment  
Lessee, Lease, Description [Line Items]  
Operating lease renewal term 3 years
Medical Equipment  
Lessee, Lease, Description [Line Items]  
Finance lease, term of contract 3 years
Useful life 5 years
Medical Equipment | Maximum  
Lessee, Lease, Description [Line Items]  
Useful life 7 years
v3.19.3
LEASES - Lease Costs (Details)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
USD ($)
Sep. 30, 2019
USD ($)
Right-of-use assets obtained in exchange for lease obligations:    
Operating lease expense $ 54 $ 156
Finance lease expense:    
Amortization of leased assets 22 63
Interest on lease liabilities 4 12
Total finance lease expense 26 75
Variable and short term-lease expense 33 100
Total lease expense $ 113 $ 331
Weighted-average remaining lease term (years), operating leases 7 years 8 months 12 days 7 years 8 months 12 days
Weighted-average remaining lease term (years), finance leases 6 years 6 years
Weighted-average discount rate, operating leases (percentage) 5.50% 5.50%
Weighted-average discount rate, finance leases (percentage) 5.60% 5.60%
v3.19.3
LEASES - Supplemental Cash Flow Information (Details)
$ in Millions
9 Months Ended
Sep. 30, 2019
USD ($)
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities [Abstract]  
Operating cash outflows from operating leases $ 146
Operating cash outflows from finance leases 15
Financing cash outflows from finance leases 112
Right-of-use assets obtained in exchange for lease obligations:  
Operating leases 208
Finance leases $ 91
v3.19.3
LEASES - Schedule of Lease Maturities (Details) - USD ($)
$ in Millions
Sep. 30, 2019
Jan. 01, 2019
Operating Leases    
2019 $ 160  
2020 189  
2021 177  
2022 157  
2023 133  
Later years 420  
Total lease payments 1,236  
Less: Imputed interest 222  
Total operating lease liabilities 1,014  
Less: Current obligations 160 $ 147
Long-term lease obligations 854 $ 715
Finance Leases    
2019 139  
2020 137  
2021 80  
2022 24  
2023 13  
Later years 124  
Total lease payments 517  
Less: Imputed interest 177  
Total finance lease liabilities 340  
Less: Current obligations 139  
Long-term lease obligations 201  
Total    
2019 299  
2020 326  
2021 257  
2022 181  
2023 146  
Later years 544  
Total lease payments 1,753  
Less: Imputed interest 399  
Total lease obligations 1,354  
Less: Current obligations 299  
Long-term lease obligations $ 1,055  
v3.19.3
LEASES - Lease Obligations Prior to Adoption of ASU 2016-02 (Details)
$ in Millions
Dec. 31, 2018
USD ($)
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
v3.19.3
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($)
$ in Millions
Sep. 30, 2019
Aug. 26, 2019
Feb. 05, 2019
Dec. 31, 2018
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Finance leases and mortgage notes $ 452     $ 500
Unamortized issue costs and note discounts (196)     (184)
Total long-term debt 15,023     14,826
Less current portion 165     182
Long-term debt, net of current portion 14,858     14,644
5.500% due 2019        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Stated interest rate, percentage     5.50%  
4.875% due 2026        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Stated interest rate, percentage   4.875%    
5.125% due 2027        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Stated interest rate, percentage   5.125%    
7.500% due 2022        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Stated interest rate, percentage     7.50%  
6.250% due 2027        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Stated interest rate, percentage     6.25%  
Senior Notes | 5.500% due 2019        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 0     468
Stated interest rate, percentage 5.50%      
Senior Notes | 6.750% due 2020        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 0     300
Stated interest rate, percentage 6.75%   6.75%  
Senior Notes | 8.125% due 2022        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 2,800     2,800
Stated interest rate, percentage 8.125%      
Senior Notes | 6.750% due 2023        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 1,872     1,872
Stated interest rate, percentage 6.75%      
Senior Notes | 7.000% due 2025        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 478     478
Stated interest rate, percentage 7.00%      
Senior Notes | 6.875% due 2031        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 362     362
Stated interest rate, percentage 6.875%      
Senior Notes | 4.750% due 2020        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 0     500
Stated interest rate, percentage 4.75% 4.75%    
Senior Notes | 6.000% due 2020        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 0     1,800
Stated interest rate, percentage 6.00% 6.00%    
Senior Notes | 4.500% due 2021        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 0     850
Stated interest rate, percentage 4.50% 4.50%    
Senior Notes | 4.375% due 2021        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 0     1,050
Stated interest rate, percentage 4.375% 4.375%    
Senior Notes | 4.625% due 2024        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 1,870     1,870
Stated interest rate, percentage 4.625%      
Senior Notes | 4.625% due 2024        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 600     0
Stated interest rate, percentage 4.625% 4.625%    
Senior Notes | 4.875% due 2026        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 2,100     0
Stated interest rate, percentage 4.875%      
Senior Notes | 5.125% due 2027        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 1,500     0
Stated interest rate, percentage 5.125%      
Senior Notes | 7.500% due 2022        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 0     750
Stated interest rate, percentage 7.50%      
Senior Notes | 5.125% due 2025        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 1,410     1,410
Stated interest rate, percentage 5.125%      
Senior Notes | 6.250% due 2027        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 1,500     0
Stated interest rate, percentage 6.25%      
Letter of Credit Facility        
LONG-TERM DEBT AND LEASE OBLIGATIONS        
Carrying amount $ 275     $ 0
v3.19.3
LONG-TERM DEBT - Senior Secured and Senior Secured Notes (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Aug. 26, 2019
Feb. 05, 2019
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Loss from early extinguishment of debt $ 180,000,000 $ 47,000,000 $ 0 $ 227,000,000 $ 2,000,000    
4.875% due 2026              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage           4.875%  
5.125% due 2027              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage           5.125%  
6.250% due 2027              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage             6.25%
7.500% due 2022              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage             7.50%
5.500% due 2019              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage             5.50%
Senior Notes | 4.625% due 2024              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Long term debt, face amount           $ 600,000,000  
Stated interest rate, percentage 4.625%     4.625%   4.625%  
Senior Notes | 4.875% due 2026              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Long term debt, face amount           $ 2,100,000,000  
Stated interest rate, percentage 4.875%     4.875%      
Senior Notes | 5.125% due 2027              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Long term debt, face amount           $ 1,500,000,000  
Stated interest rate, percentage 5.125%     5.125%      
Senior Notes | 4.750% due 2020              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage 4.75%     4.75%   4.75%  
Repurchased face amount           $ 500,000,000  
Senior Notes | 6.000% due 2020              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage 6.00%     6.00%   6.00%  
Repurchased face amount           $ 1,800,000,000  
Senior Notes | 4.500% due 2021              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage 4.50%     4.50%   4.50%  
Repurchased face amount           $ 850,000,000  
Senior Notes | 4.375% due 2021              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage 4.375%     4.375%   4.375%  
Repurchased face amount           $ 1,050,000,000.00  
Senior Notes | 6.250% due 2027              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Long term debt, face amount             $ 1,500,000,000
Stated interest rate, percentage 6.25%     6.25%      
Senior Notes | 6.750% due 2020              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage 6.75%     6.75%     6.75%
Repurchased face amount             $ 300,000,000
Senior Notes | 7.500% due 2022              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage 7.50%     7.50%      
Repurchased face amount             750,000,000
Senior Notes | 5.500% due 2019              
LONG-TERM DEBT AND LEASE OBLIGATIONS              
Stated interest rate, percentage 5.50%     5.50%      
Repurchased face amount             $ 468,000,000
v3.19.3
LONG-TERM DEBT - Credit Agreement and Letter of Credit Facility (Details) - USD ($)
9 Months Ended
Sep. 30, 2019
Aug. 31, 2019
Dec. 31, 2018
Credit Agreement      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Revolving credit facility, maximum borrowing capacity (up to) $ 1,500,000,000 $ 1,000,000,000.0  
Line of credit facility, subfacility maximum available capacity $ 200,000,000    
Interest rate on cash borrowings outstanding under the Credit Agreement (percentage) 3.45%    
Standby letters of credit outstanding $ 1,000,000    
Amount available for borrowing under revolving credit facility $ 1,200,000,000    
Credit Agreement | Minimum      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Unused commitment fee (percentage) 0.25%    
Credit Agreement | Maximum      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Unused commitment fee (percentage) 0.375%    
Credit Agreement | Base rate | Minimum      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Margin on variable rate (percentage) 0.25%    
Credit Agreement | Base rate | Maximum      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Margin on variable rate (percentage) 0.75%    
Credit Agreement | LIBOR | Minimum      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Margin on variable rate (percentage) 1.25%    
Credit Agreement | LIBOR | Maximum      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Margin on variable rate (percentage) 1.75%    
Letter of Credit Facility      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Revolving credit facility, maximum borrowing capacity (up to) $ 180,000,000    
Carrying amount 275,000,000   $ 0
Standby letters of credit outstanding 92,000,000    
Borrowing capacity after increase subject to certain conditions (up to) $ 200,000,000    
Unused commitment fee after step down (up to) (percentage) 0.50%    
Secured debt to EBITDA ratio 3.00    
Issuance fee (percentage) 1.50%    
Issuance fee, based on face amount (percentage) 0.125%    
Letter of Credit Facility | Maximum      
LONG-TERM DEBT AND LEASE OBLIGATIONS      
Number of business days after notice, for reimbursement of amount drawn 3 days    
v3.19.3
GUARANTEES (Details)
$ in Millions
Sep. 30, 2019
USD ($)
Income and Revenue Collection Guarantee  
GUARANTEES  
Maximum potential amount of future payments under guarantees $ 143
Income and Revenue Collection Guarantee | Other current liabilities  
GUARANTEES  
Liability for the fair value of guarantees 122
Guaranteed Investees Of Third Parties  
GUARANTEES  
Liability for the fair value of guarantees 25
Guaranteed Investees Of Third Parties | Other current liabilities  
GUARANTEES  
Guarantee obligations for consolidated subsidiaries $ 8
v3.19.3
EMPLOYEE BENEFIT PLANS (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
EMPLOYEE BENEFIT PLANS    
Shares available for issuance under the plan (in shares) 8,000,000.0  
Shares available assuming maximum performance (in shares) 7,900,000  
Stock-based compensation costs, pretax $ 34 $ 34
Stock Options    
EMPLOYEE BENEFIT PLANS    
Expiration period from the date of grant 10 years  
Vesting period 3 years  
Portion of awards vesting on each of the first three anniversary dates of the grant 33.33%  
Restricted Stock Units    
EMPLOYEE BENEFIT PLANS    
Contractual right to receive shares of common stock for a stock based award (in shares) 1  
Vesting period 3 years  
Portion of awards vesting on each of the first three anniversary dates of the grant 33.33%  
v3.19.3
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 9 Months Ended
Mar. 29, 2019
Feb. 27, 2019
May 31, 2018
Feb. 28, 2018
Sep. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Weighted Average Remaining Life                
Weighted average estimated fair value of awards granted (in dollars per share)             $ 12.50 $ 9.16
Stock Options                
Options                
Outstanding at the beginning of the period (in shares)             2,262,743  
Granted (in shares)             230,713  
Exercised (in shares)             (76,159) (612,074)
Forfeited/Expired (in shares)             (203,256)  
Outstanding at the end of the period (in shares)             2,214,041  
Vested and expected to vest at the end of the period (in shares)             2,214,041  
Exercisable at the end of the period (in shares)             684,628  
Weighted Average Exercise Price Per Share                
Outstanding at the beginning of the period (in dollars per share)             $ 19.12  
Granted (in dollars per share)             28.28  
Exercised (in dollars per share)             4.56  
Forfeited/Expired (in dollars per share)             19.66  
Outstanding at the end of the period (in dollars per share)             20.53  
Vested and expected to vest at the end of the period (in dollars per share)             20.53  
Exercisable at the end of the period (in dollars per share)             $ 19.03  
Aggregate Intrinsic Value                
Outstanding at the end of the period             $ 6  
Vested and expected to vest at the end of the period             6  
Exercisable at the end of the period             $ 2  
Weighted Average Remaining Life                
Outstanding at the end of the period             6 years  
Vested and expected to vest at the end of the period             6 years  
Exercisable at the end of the period             2 years 9 months 18 days  
Exercised (in shares)             76,159 612,074
Aggregate Intrinsic value of awards exercised             $ 1 $ 4
Unrecognized compensation costs             $ 5  
Period for recognition of unrecognized compensation costs             1 year 8 months 12 days  
Assumptions used to calculate fair value of awards granted to top eleven employees                
Expected volatility   48.00%   46.00%        
Expected dividend yield   0.00%   0.00%        
Expected life   6 years 2 months 12 days   6 years 2 months 12 days        
Expected forfeiture rate   0.00%   0.00%        
Risk-free interest rate   2.53%   2.72%        
Performance-based Stock Options | Senior Officers                
Options                
Granted (in shares) 7,862       31,184 604,012    
Weighted Average Remaining Life                
Target closing stock price (in dollars per share) $ 36.05       $ 44.29     $ 44.29
Stock price premium 25.00%   25.00%          
Share price (in dollars per share) $ 28.84   $ 35.43          
Vesting date of grant anniversary subject to specific conditions 3 years       3 years      
Number of consecutive trading days (at least) 20 days 20 days     20 days      
Non-Performance Employee Stock Option | Senior Officers                
Options                
Granted (in shares)   222,851            
Weighted Average Remaining Life                
Target closing stock price (in dollars per share)   $ 35.33     $ 25.75     $ 25.75
Stock price premium   25.00%   25.00%        
Share price (in dollars per share)   $ 28.26   $ 20.60        
Vesting date of grant anniversary subject to specific conditions   3 years     3 years      
Number of consecutive trading days (at least)         20 days      
v3.19.3
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options
9 Months Ended
Sep. 30, 2019
$ / shares
shares
Options Outstanding  
Number of Options Outstanding (in shares) | shares 2,214,041
Weighted Average Remaining Contractual Life 6 years
Weighted Average Exercise Price (in dollars per share) $ 20.53
Options Exercisable  
Number of Options Exercisable (in shares) | shares 684,628
Weighted Average Exercise Price (in dollars per share) $ 19.03
$16.43 to $19.759  
Options Outstanding  
Number of Options Outstanding (in shares) | shares 1,229,723
Weighted Average Remaining Contractual Life 5 years 4 months 24 days
Weighted Average Exercise Price (in dollars per share) $ 18.14
Options Exercisable  
Number of Options Exercisable (in shares) | shares 413,960
Weighted Average Exercise Price (in dollars per share) $ 16.46
$19.76 to $35.430  
Options Outstanding  
Number of Options Outstanding (in shares) | shares 984,318
Weighted Average Remaining Contractual Life 6 years 8 months 12 days
Weighted Average Exercise Price (in dollars per share) $ 23.51
Options Exercisable  
Number of Options Exercisable (in shares) | shares 270,668
Weighted Average Exercise Price (in dollars per share) $ 22.94
Minimum | $16.43 to $19.759  
Summary information about outstanding stock options  
Exercise price per share, low end of the range (in dollars per share) 16.43
Minimum | $19.76 to $35.430  
Summary information about outstanding stock options  
Exercise price per share, low end of the range (in dollars per share) 19.76
Maximum | $16.43 to $19.759  
Summary information about outstanding stock options  
Exercise price per share, high end of the range (in dollars per share) 19.759
Maximum | $19.76 to $35.430  
Summary information about outstanding stock options  
Exercise price per share, high end of the range (in dollars per share) $ 35.430
v3.19.3
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details)
$ / shares in Units, $ in Millions
1 Months Ended 9 Months Ended
Aug. 31, 2019
member
shares
May 31, 2019
shares
May 31, 2018
member
shares
Sep. 30, 2019
USD ($)
$ / shares
shares
Sep. 30, 2018
shares
Weighted Average Grant Date Fair Value Per Unit          
Number of new members appointed to the board of directors | member 1   2    
Restricted Stock Units          
Restricted Stock Units          
Unvested at the beginning of the period (in shares)       1,884,130  
Granted (in shares)   100,444 54,198 1,460,753 734,091
Vested (in shares)       (1,425,660)  
Forfeited (in shares)       (329,926)  
Unvested at the end of the period (in shares)       1,589,297  
Weighted Average Grant Date Fair Value Per Unit          
Unvested at the beginning of the period (in dollars per share) | $ / shares       $ 32.25  
Granted (in dollars per share) | $ / shares       27.85  
Vested (in dollars per share) | $ / shares       37.49  
Forfeited (in dollars per share) | $ / shares       24.71  
Unvested at the end of the period (in dollars per share) | $ / shares       $ 25.07  
Vesting period       3 years  
Percentage of restricted stock units, which will vest three years from the grant date       33.33%  
Unrecognized compensation costs | $       $ 30  
Period for recognition of unrecognized compensation costs       1 year 9 months 18 days  
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 | Twenty-seven month vesting          
Restricted Stock Units          
Granted (in shares)       566,172  
Weighted Average Grant Date Fair Value Per Unit          
Vesting period       27 months  
Restricted Stock Units | Vesting and settled ratably over a three-year period from the grant date          
Weighted Average Grant Date Fair Value Per Unit          
Vesting date of grant anniversary subject to specific conditions       3 years 3 years
Number of restricted stock units vested on third anniversary of grant date (in shares)       340,931 29,870
Restricted Stock Units | Time Based Vesting Two Years          
Restricted Stock Units          
Granted (in shares)         339,806
Weighted Average Grant Date Fair Value Per Unit          
Vesting period         2 years
Restricted Stock Units | Time Based Vesting | Director          
Restricted Stock Units          
Granted (in shares) 7,978   12,154    
Restricted Stock Units | Performance Based Vesting | Minimum          
Weighted Average Grant Date Fair Value Per Unit          
Percentage of restricted stock units, which will vest three years from the grant date         0.00%
Restricted Stock Units | Performance Based Vesting | Maximum          
Weighted Average Grant Date Fair Value Per Unit          
Percentage of restricted stock units, which will vest three years from the grant date         200.00%
Restricted Stock Units | Performance Based Vesting | Officer          
Restricted Stock Units          
Granted (in shares)         6,068
Additional Prorated Restricted Stock Units | Time Based Vesting | Director          
Restricted Stock Units          
Granted (in shares) 3,003   3,670    
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  
v3.19.3
EMPLOYEE BENEFIT PLANS - Employee Retirement Plans (Details)
$ in Millions
9 Months Ended
Sep. 30, 2019
USD ($)
plan
Sep. 30, 2018
USD ($)
Employee Retirement Plans    
Number of frozen plans | plan 1  
Salaries, wages and benefits expense    
Employee Retirement Plans    
Service costs (less than in current year) $ 1 $ 2
Other non-operating income (expense), net    
Employee Retirement Plans    
Other components $ 16 $ 12
v3.19.3
EQUITY - Changes in Shareholders' Equity (Details) - USD ($)
shares in Thousands, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Jan. 01, 2019
Jan. 01, 2018
Changes in Shareholders' Equity                    
Balances, beginning of period $ 717 $ 674 $ 687 $ 576 $ 616 $ 539 $ 687 $ 539    
Net income (loss) (187) 64 18 31 68 130        
Distributions paid to noncontrolling interests (46) (35) (37) (40) (38) (34)        
Other comprehensive income (loss) 3 2 2 41 (4) 8 7 45    
Accretion of redeemable noncontrolling interests (4) (4) (5) (6) (123) (37)        
Purchases (sales) of businesses and noncontrolling interests 1 5 0 39 43 (6)        
Cumulative effect of accounting change                 $ 1 $ 0
Stock-based compensation expense, tax benefit and issuance of common stock 5 11 8 17 14 16        
Balances, end of period $ 489 $ 717 $ 674 $ 658 $ 576 $ 616 $ 489 $ 658    
Common Stock                    
Changes in Shareholders' Equity                    
Balances, beginning of period (in shares) 103,336 103,080 102,537 102,301 101,989 100,972 102,537 100,972    
Balances, beginning of period $ 7 $ 7 $ 7 $ 7 $ 7 $ 7 $ 7 $ 7    
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) 436 256 543 146 312 1,017        
Balances, end of period (in shares) 103,772 103,336 103,080 102,447 102,301 101,989 103,772 102,447    
Balances, end of period $ 7 $ 7 $ 7 $ 7 $ 7 $ 7 $ 7 $ 7    
Additional Paid-In Capital                    
Changes in Shareholders' Equity                    
Balances, beginning of period 4,755 4,748 4,747 4,722 4,833 4,859 4,747 4,859    
Accretion of redeemable noncontrolling interests (4) (4) (5) (6) (123) (37)        
Purchases (sales) of businesses and noncontrolling interests (5)   (2) 3 (2) (4)        
Stock-based compensation expense, tax benefit and issuance of common stock 5 11 8 14 14 15        
Balances, end of period 4,751 4,755 4,748 4,733 4,722 4,833 4,751 4,733    
Accumulated Other Comprehensive Loss                    
Changes in Shareholders' Equity                    
Balances, beginning of period (219) (221) (223) (243) (239) (204) (223) (204)    
Other comprehensive income (loss) 3 2 2 41 (4) 8        
Cumulative effect of accounting change                   (43)
Balances, end of period (216) (219) (221) (202) (243) (239) (216) (202)    
Accumulated Deficit                    
Changes in Shareholders' Equity                    
Balances, beginning of period (2,237) (2,254) (2,236) (2,222) (2,248) (2,390) (2,236) (2,390)    
Net income (loss) (232) 17 (19) (9) 26 99        
Cumulative effect of accounting change                 $ 1 $ 43
Balances, end of period (2,469) (2,237) (2,254) (2,231) (2,222) (2,248) (2,469) (2,231)    
Treasury Stock                    
Changes in Shareholders' Equity                    
Balances, beginning of period (2,414) (2,414) (2,414) (2,418) (2,418) (2,419) (2,414) (2,419)    
Stock-based compensation expense, tax benefit and issuance of common stock       3 0 1        
Balances, end of period (2,414) (2,414) (2,414) (2,415) (2,418) (2,418) (2,414) (2,415)    
Noncontrolling Interests                    
Changes in Shareholders' Equity                    
Balances, beginning of period 825 808 806 730 681 686 806 686    
Net income (loss) 45 47 37 40 42 31        
Distributions paid to noncontrolling interests (46) (35) (37) (40) (38) (34)        
Purchases (sales) of businesses and noncontrolling interests 6 5 2 36 45 (2)        
Balances, end of period $ 830 $ 825 $ 808 $ 766 $ 730 $ 681 $ 830 $ 766    
v3.19.3
EQUITY - Changes in Shareholders' Equity - Noncontrolling interests (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Dec. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stockholders equity balance $ 489 $ 717 $ 674 $ 658 $ 576 $ 616 $ 489 $ 658 $ 687 $ 539
Net income (187) 64 18 31 68 130        
Noncontrolling Interests                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stockholders equity balance 830 825 808 766 730 681 830 766 806 $ 686
Net income 45 $ 47 $ 37 $ 40 $ 42 $ 31        
Noncontrolling Interests | Hospital Operations and other                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stockholders equity balance 114           114   112  
Net income             10 6    
Noncontrolling Interests | Ambulatory Care                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stockholders equity balance $ 716           716   $ 694  
Net income             $ 119 $ 107    
v3.19.3
NET OPERATING REVENUES (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Disaggregation of Revenue [Line Items]        
Net operating revenues $ 4,568 $ 4,489 $ 13,673 $ 13,694
Adjustments        
Disaggregation of Revenue [Line Items]        
Net operating revenues     24 11
Hospital Operations and other        
Disaggregation of Revenue [Line Items]        
Net operating revenues 522 502 1,526 1,531
Conifer        
Disaggregation of Revenue [Line Items]        
Net operating revenues 336 371 1,040 1,161
Operating segments | Hospital Operations and other        
Disaggregation of Revenue [Line Items]        
Net operating revenues 3,850 3,762 11,539 11,442
Operating segments | Ambulatory Care        
Disaggregation of Revenue [Line Items]        
Net operating revenues 522 502 1,526 1,531
Operating segments | Conifer        
Disaggregation of Revenue [Line Items]        
Net operating revenues 336 371 1,040 1,161
Inter-segment eliminations        
Disaggregation of Revenue [Line Items]        
Net operating revenues (140) (146) (432) (440)
Continuing Operations        
Disaggregation of Revenue [Line Items]        
Net operating revenues 4,568 4,489 13,673 13,694
Continuing Operations | Operating segments | Hospital Operations and other        
Disaggregation of Revenue [Line Items]        
Net operating revenues 3,850 3,762 11,539 11,442
Continuing Operations | Operating segments | Hospital Operations and other | Other Revenues        
Disaggregation of Revenue [Line Items]        
Net operating revenues 284 328 844 922
Continuing Operations | Operating segments | Ambulatory Care        
Disaggregation of Revenue [Line Items]        
Net operating revenues 522 502 1,526 1,531
Continuing Operations | Operating segments | Conifer        
Disaggregation of Revenue [Line Items]        
Net operating revenues 336 371 1,040 1,161
Continuing Operations | Inter-segment eliminations        
Disaggregation of Revenue [Line Items]        
Net operating revenues (140) (146) (432) (440)
Acute Care Hospitals and Related Outpatient Facilities | Continuing Operations | Operating segments | Hospital Operations and other | Medicare        
Disaggregation of Revenue [Line Items]        
Net operating revenues 697 681 2,176 2,164
Acute Care Hospitals and Related Outpatient Facilities | Continuing Operations | Operating segments | Hospital Operations and other | Medicaid        
Disaggregation of Revenue [Line Items]        
Net operating revenues 284 336 914 971
Acute Care Hospitals and Related Outpatient Facilities | Continuing Operations | Operating segments | Hospital Operations and other | Managed care        
Disaggregation of Revenue [Line Items]        
Net operating revenues 2,357 2,228 7,041 6,869
Acute Care Hospitals and Related Outpatient Facilities | Continuing Operations | Operating segments | Hospital Operations and other | Uninsured        
Disaggregation of Revenue [Line Items]        
Net operating revenues 44 33 56 78
Acute Care Hospitals and Related Outpatient Facilities | Continuing Operations | Operating segments | Hospital Operations and other | Indemnity and other        
Disaggregation of Revenue [Line Items]        
Net operating revenues 184 156 508 438
Acute Care Hospitals and Related Outpatient Facilities | Continuing Operations | Operating segments | Hospital Operations and other | Total        
Disaggregation of Revenue [Line Items]        
Net operating revenues $ 3,566 $ 3,434 $ 10,695 $ 10,520
v3.19.3
NET OPERATING REVENUES - Ambulatory Care (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Disaggregation of Revenue [Line Items]        
Net operating revenues $ 4,568 $ 4,489 $ 13,673 $ 13,694
Hospital Operations and other        
Disaggregation of Revenue [Line Items]        
Net operating revenues 522 502 1,526 1,531
Hospital Operations and other | Net patient service revenues        
Disaggregation of Revenue [Line Items]        
Net operating revenues 490 471 1,437 1,440
Hospital Operations and other | Management fees        
Disaggregation of Revenue [Line Items]        
Net operating revenues 23 22 69 68
Hospital Operations and other | Revenue from other sources        
Disaggregation of Revenue [Line Items]        
Net operating revenues $ 9 $ 9 $ 20 $ 23
v3.19.3
NET OPERATING REVENUES - Conifer (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Disaggregation of Revenue [Line Items]        
Net operating revenues $ 4,568 $ 4,489 $ 13,673 $ 13,694
Conifer        
Disaggregation of Revenue [Line Items]        
Net operating revenues 336 371 $ 1,040 1,161
Conifer | Revenue from other sources        
Disaggregation of Revenue [Line Items]        
Net operating revenues, percentage of total     8.00%  
Conifer | Revenue cycle services | Tenet        
Disaggregation of Revenue [Line Items]        
Net operating revenues 136 141 $ 420 424
Conifer | Revenue cycle services | Non-Tenet        
Disaggregation of Revenue [Line Items]        
Net operating revenues 175 203 542 655
Conifer | Other services | Tenet        
Disaggregation of Revenue [Line Items]        
Net operating revenues 4 5 12 16
Conifer | Other services | Non-Tenet        
Disaggregation of Revenue [Line Items]        
Net operating revenues $ 21 $ 22 $ 66 $ 66
v3.19.3
NET OPERATING REVENUES - Performance Obligations (Details) - Conifer
$ in Millions
Sep. 30, 2019
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations $ 7,440
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations 149
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations 598
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations 594
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations 594
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations 594
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations $ 4,911
v3.19.3
NET OPERATING REVENUES NET OPERATING REVENUES - Performance Obligation, conifer (Details)
$ in Millions
Sep. 30, 2019
USD ($)
Conifer  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations $ 7,440
v3.19.3
NET OPERATING REVENUES NET OPERATING REVENUES - Performance Obligations, Timing of Satisfaction (Details)
Sep. 30, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 3 months
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
v3.19.3
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE (Details) - Scenario, Forecast
$ in Millions
12 Months Ended
Mar. 31, 2020
USD ($)
Insurance coverage  
Insurance, maximum coverage per incident $ 850
Floods  
Insurance coverage  
Insurance, maximum coverage per incident 100
Earthquake  
Insurance coverage  
Insurance, maximum coverage per incident 200
Insurance deductible 40
Windstorms  
Insurance coverage  
Insurance, maximum coverage per incident 200
Fire and other perils  
Insurance coverage  
Insurance, maximum coverage per incident $ 850
Flood, earthquake and windstorm  
Insurance coverage  
Insurance deductible as a percent 5.00%
Insurance deductible $ 25
New Madrid Fault Earthquakes  
Insurance coverage  
Insurance deductible as a percent 2.00%
Insurance deductible $ 25
Other Catastrophic Events  
Insurance coverage  
Insurance deductible $ 1
v3.19.3
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Professional and General Liability Reserves (Details) - USD ($)
$ in Millions
9 Months Ended 12 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Other operating expense, net      
Insurance coverage      
Malpractice expense $ 295 $ 267  
Professional and General Liability Reserves      
Insurance coverage      
Self insurance reserve $ 901   $ 882
Loss contingency discount rate, maturity rate period 7 years    
Risk-free discount rate, percentage 1.62%   2.59%
v3.19.3
CLAIMS AND LAWSUITS (Details)
$ in Millions
1 Months Ended 3 Months Ended 9 Months Ended
Oct. 31, 2019
USD ($)
Jun. 30, 2006
hospital
Sep. 30, 2019
USD ($)
Sep. 30, 2018
USD ($)
Sep. 30, 2019
USD ($)
individual
Sep. 30, 2018
USD ($)
Jul. 31, 2019
USD ($)
Jan. 31, 2017
lawsuit
Loss Contingencies                
Number of individuals plaintiff proceeding on behalf of | individual         3      
Settlement     $ 84 $ 9 $ 115 $ 28    
Shareholder Derivative Litigation                
Loss Contingencies                
Consolidated lawsuits | lawsuit               2
Maderazo V. VHS San Antonio Partners, L.P. D/B/A Baptist Health Systems                
Loss Contingencies                
Number of hospital systems alleging violation | hospital   3            
Maximum                
Loss Contingencies                
Estimate of possible liability             $ 63  
Subsequent event | Oklahoma Surgical Hospital Qui Tam Action                
Loss Contingencies                
Estimated litigation liability $ 66              
Settlement $ 68              
v3.19.3
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Loss Contingency Accrual [Roll Forward]        
Litigation and investigation costs $ 84 $ 9 $ 115 $ 28
Claims, lawsuits, and regulatory proceedings | Continuing Operations        
Loss Contingency Accrual [Roll Forward]        
Litigation reserve, balance at beginning of period     8 12
Litigation and investigation costs     115 28
Cash Payments     (37) (24)
Litigation reserve, balance at end of period $ 86 $ 16 $ 86 $ 16
v3.19.3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Changes in Redeemable Noncontrolling Interests (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries                
Net income             $ 130 $ 135
Distributions paid to noncontrolling interests $ (46) $ (35) $ (37) $ (40) $ (38) $ (34)    
Redeemable noncontrolling interests                
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries                
Balances at beginning of period     $ 1,420     $ 1,866 1,420 1,866
Net income             130 135
Distributions paid to noncontrolling interests             (105) (107)
Accretion of redeemable noncontrolling interests             13 166
Purchases and sales of businesses and noncontrolling interests, net             17 (616)
Balances at end of period $ 1,475     $ 1,444     $ 1,475 $ 1,444
v3.19.3
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Dec. 31, 2017
REDEEMABLE NONCONTROLLING INTEREST        
Net income available to redeemable noncontrolling interests $ 130 $ 135    
Redeemable noncontrolling interests        
REDEEMABLE NONCONTROLLING INTEREST        
Redeemable noncontrolling interests 1,475 1,444 $ 1,420 $ 1,866
Net income available to redeemable noncontrolling interests 130 135    
Redeemable noncontrolling interests | Hospital Operations and other        
REDEEMABLE NONCONTROLLING INTEREST        
Redeemable noncontrolling interests 400   431  
Net income available to redeemable noncontrolling interests (26) (17)    
Redeemable noncontrolling interests | Ambulatory Care        
REDEEMABLE NONCONTROLLING INTEREST        
Redeemable noncontrolling interests 743   713  
Net income available to redeemable noncontrolling interests 100 102    
Redeemable noncontrolling interests | Conifer        
REDEEMABLE NONCONTROLLING INTEREST        
Redeemable noncontrolling interests 332   $ 276  
Net income available to redeemable noncontrolling interests $ 56 $ 50    
v3.19.3
INCOME TAXES (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Income Taxes        
Income tax expense $ (20) $ (6) $ (67) $ (120)
Continued operations pre-tax earnings (133) 71 81 481
Decrease in estimated liabilities for uncertain tax positions, net of related deferred tax effects     3  
Unrecognized tax benefits 41   41  
Unrecognized tax benefits which, if recognized, would impact effective tax rate 39   39  
Interest and penalties related to accrued liabilities for uncertain tax positions, recognized 3   3  
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months 7   7  
Continuing Operations        
Income Taxes        
Income tax expense $ (20) $ (6) $ (67) $ (120)
v3.19.3
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
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% $ (28) $ 15 $ 17 $ 101
State income taxes, net of federal income tax benefit (3) 3 6 20
Tax attributable to noncontrolling interests (17) (15) (53) (49)
Nondeductible goodwill 0 0 0 7
Tax benefit related to loss on Aspen sale 0 (18) 0 (18)
Nontaxable gains 0 0 (1) 0
Stock-based compensation 7 0 7 0
Stock-based compensation 4 0 4 4
Change in valuation allowance 53 24 88 54
Change in tax contingency reserves, including interest (3) 0 (3) 0
Other items 7 (3) 2 1
Income tax expense $ 20 $ 6 $ 67 $ 120
v3.19.3
EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Net Income Available (Loss Attributable) to Common Shareholders (Numerator)        
Net income (loss) available to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share $ (233) $ (9) $ (245) $ 113
Net income (loss) available to Tenet Healthcare Corporation common shareholders for diluted earnings (loss) per share $ (233) $ (9) $ (245) $ 113
Weighted Average Shares (Denominator)        
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share (in shares) 103,558 102,402 103,181 101,980
Effect of dilutive stock options, restricted stock units and deferred compensation units (in shares) 0 0 0 1,822
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for diluted earnings (loss) per share (in shares) 103,558 102,402 103,181 103,802
Per-Share Amount        
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share (in dollars per share) $ (2.25) $ (0.09) $ (2.37) $ 1.11
Effect of dilutive stock options, restricted stock units and deferred compensation units (in dollars per share) 0 0 0 (0.02)
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders for diluted earnings (loss) per share (in dollars per share) $ (2.25) $ (0.09) $ (2.37) $ 1.09
v3.19.3
EARNINGS (LOSS) PER COMMON SHARE - Antidilutive securities (Details) - shares
shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Employee stock options, restricted stock units and deferred compensation units      
Antidilutive securities      
Anti-dilutive securities excluded from computation of earnings per share (in shares) 1,024 2,173 1,403
v3.19.3
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Millions
Sep. 30, 2019
Dec. 31, 2018
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held and used   $ 130
Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair value of assets and liabilities measured on recurring basis    
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 and used   130
Significant Unobservable Inputs (Level 3)    
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held and used   0
Nonrecurring    
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held for sale   39
Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held for sale   0
Nonrecurring | Significant Other Observable Inputs (Level 2)    
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held for sale   39
Nonrecurring | Significant Unobservable Inputs (Level 3)    
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held for sale   $ 0
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair value of assets and liabilities measured on recurring basis    
Estimated fair value of the long-term debt instrument as a percentage of carrying value (percentage) 103.90% 97.30%
v3.19.3
ACQUISITIONS (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Final purchase price allocations      
Goodwill $ 7,315   $ 7,281
Gains on consolidations 5 $ 2  
Transaction costs related to prospective and closed acquisitions 4 8  
Series of individual business acquisitions      
Final purchase price allocations      
Current assets 5 5  
Property and equipment 15 12  
Other intangible assets 4 7  
Goodwill 34 211  
Other long-term assets, including previously held equity method investments 6 (18)  
Current liabilities (4) 1  
Long-term liabilities (10) (16)  
Redeemable noncontrolling interests in equity of consolidated subsidiaries (16) (18)  
Noncontrolling interests (6) (85)  
Cash paid, net of cash acquired (23) (97)  
Gains on consolidations 5 2  
Transaction costs related to prospective and closed acquisitions $ 4 $ 8  
v3.19.3
SEGMENT INFORMATION - General Information and Customer Concentration (Details)
9 Months Ended
Aug. 17, 2018
hospital
Sep. 30, 2019
hospital
state
Segment Reporting Information [Line Items]    
Number of hospitals operated by subsidiaries   65
Conifer Health Solutions, LLC    
Segment Reporting Information [Line Items]    
Ownership percentage by parent   76.00%
United Surgical Partners International    
Segment Reporting Information [Line Items]    
Number of states where operations occur | state   27
Number of ambulatory surgery centers   264
Number of urgent care centers   38
Number of diagnostic imaging centers   23
Number of surgical hospitals   23
European Surgical Partners Ltd | United Surgical Partners International    
Segment Reporting Information [Line Items]    
Number of facilities owned by subsidiaries 9  
Hospital Operations and other    
Segment Reporting Information [Line Items]    
Number of states where operations occur | state   9
Conifer | Minimum    
Segment Reporting Information [Line Items]    
Number of hospitals to which segment of the entity provides revenue cycle services   670
United Surgical Partners International | Ambulatory Care | United Surgical Partners International    
Segment Reporting Information [Line Items]    
Ownership percentage by parent   95.00%
v3.19.3
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Segment Reporting Information [Line Items]            
Assets: $ 23,357     $ 23,357   $ 22,409
Capital expenditures: 156   $ 136 492 $ 404  
Net operating revenues: 4,568   4,489 13,673 13,694  
Equity in earnings of unconsolidated affiliates: 38   33 114 97  
Adjusted EBITDA 631   577 1,901 1,876  
Depreciation and amortization: 205   204 627 602  
Adjusted EBITDA and Other Reconciling Items            
Adjusted EBITDA 631   577 1,901 1,876  
Income (loss) from divested and closed businesses (i.e., the Company’s health plan businesses) (1)   9 (2) 9  
Depreciation and amortization (205)   (204) (627) (602)  
Impairment and restructuring charges, and acquisition-related costs (46)   (46) (101) (123)  
Litigation and investigation costs (84)   (9) (115) (28)  
Interest expense (244)   (249) (742) (758)  
Loss from early extinguishment of debt (180) $ (47) 0 (227) (2)  
Other non-operating expense, net (3)   0 (3) (2)  
Net gains (losses) on sales, consolidation and deconsolidation of facilities (1)   (7) (3) 111  
Income (loss) from continuing operations, before income taxes (133)   71 81 481  
Adjusted EBITDA attributable to health plans (1)   9 (2) 9  
Inter-segment eliminations            
Segment Reporting Information [Line Items]            
Net operating revenues: (140)   (146) (432) (440)  
Hospital Operations and other            
Segment Reporting Information [Line Items]            
Assets: 16,202     16,202   15,684
Net operating revenues: 522   502 1,526 1,531  
Adjusted EBITDA and Other Reconciling Items            
Health plan revenues 1   8 1 14  
Hospital Operations and other | Operating segments            
Segment Reporting Information [Line Items]            
Capital expenditures: 135   115 423 343  
Net operating revenues: 3,850   3,762 11,539 11,442  
Equity in earnings of unconsolidated affiliates: 1   2 12 6  
Adjusted EBITDA 334   312 1,018 1,059  
Depreciation and amortization: 175   175 539 514  
Adjusted EBITDA and Other Reconciling Items            
Adjusted EBITDA 334   312 1,018 1,059  
Depreciation and amortization (175)   (175) (539) (514)  
Ambulatory Care            
Segment Reporting Information [Line Items]            
Assets: 6,100     6,100   5,711
Ambulatory Care | Operating segments            
Segment Reporting Information [Line Items]            
Capital expenditures: 16   18 57 46  
Net operating revenues: 522   502 1,526 1,531  
Equity in earnings of unconsolidated affiliates: 37   31 102 91  
Adjusted EBITDA 207   184 591 547  
Depreciation and amortization: 19   17 55 51  
Adjusted EBITDA and Other Reconciling Items            
Adjusted EBITDA 207   184 591 547  
Depreciation and amortization (19)   (17) (55) (51)  
Conifer            
Segment Reporting Information [Line Items]            
Assets: 1,055     1,055   $ 1,014
Net operating revenues: 336   371 1,040 1,161  
Conifer | Operating segments            
Segment Reporting Information [Line Items]            
Capital expenditures: 5   3 12 15  
Net operating revenues: 336   371 1,040 1,161  
Adjusted EBITDA 90   81 292 270  
Depreciation and amortization: 11   12 33 37  
Adjusted EBITDA and Other Reconciling Items            
Adjusted EBITDA 90   81 292 270  
Depreciation and amortization (11)   (12) (33) (37)  
Tenet | Conifer            
Segment Reporting Information [Line Items]            
Net operating revenues: 140   146 432 440  
Other customers | Conifer            
Segment Reporting Information [Line Items]            
Net operating revenues: $ 196   $ 225 $ 608 $ 721