TENET HEALTHCARE CORP, 10-Q filed on 5/4/2020
Quarterly Report
v3.20.1
Cover Page - shares
3 Months Ended
Mar. 31, 2020
Apr. 30, 2020
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 1-7293  
Entity Registrant Name TENET HEALTHCARE CORP  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 95-2557091  
Entity Address, Address Line One 14201 Dallas Parkway  
Entity Address, City or Town Dallas  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75254  
City Area Code 469  
Local Phone Number 893-2200  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   104,715,188
Entity Central Index Key 0000070318  
Current Fiscal Year End Date --12-31  
Document Period End Date Mar. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
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  
v3.20.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 613 $ 262
Accounts receivable 2,722 2,743
Inventories of supplies, at cost 324 310
Income tax receivable 18 10
Assets held for sale 394 387
Other current assets 1,317 1,369
Total current assets 5,388 5,081
Investments and other assets 2,467 2,369
Deferred income taxes 263 183
Property and equipment, at cost, less accumulated depreciation and amortization ($5,622 at March 31, 2020 and $5,498 at December 31, 2019) 6,786 6,878
Goodwill 7,308 7,252
Other intangible assets, at cost, less accumulated amortization ($1,130 at March 31, 2020 and $1,092 at December 31, 2019) 1,611 1,602
Total assets 23,823 23,365
Current liabilities:    
Current portion of long-term debt 165 171
Accounts payable 1,079 1,204
Accrued compensation and benefits 788 877
Professional and general liability reserves 279 330
Accrued interest payable 306 245
Liabilities held for sale 49 44
Other current liabilities 1,429 1,334
Total current liabilities 4,095 4,205
Long-term debt, net of current portion 15,082 14,580
Professional and general liability reserves 638 635
Defined benefit plan obligations 547 560
Deferred income taxes 27 27
Other long-term liabilities 1,405 1,415
Total liabilities 21,794 21,422
Commitments and contingencies
Redeemable noncontrolling interests in equity of consolidated subsidiaries 1,526 1,506
Shareholders’ equity:    
Common stock, $0.05 par value; authorized 262,500,000 shares; 152,870,875 shares issued at March 31, 2020 and 152,540,815 shares issued at December 31, 2019 7 7
Additional paid-in capital 4,739 4,760
Accumulated other comprehensive loss (256) (257)
Accumulated deficit (2,434) (2,513)
Common stock in treasury, at cost, 48,342,502 shares at March 31, 2020 and 48,344,195 shares at December 31, 2019 (2,414) (2,414)
Total shareholders’ deficit (358) (417)
Noncontrolling interests 861 854
Total equity 503 437
Total liabilities and equity $ 23,823 $ 23,365
v3.20.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Property and equipment, accumulated depreciation and amortization $ 5,622 $ 5,498
Other intangible assets, accumulated amortization $ 1,130 $ 1,092
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) 152,870,875 152,540,815
Common stock in treasury (in shares) 48,342,502 48,344,195
v3.20.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
shares in Thousands, $ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Income Statement [Abstract]    
Net operating revenues $ 4,520 $ 4,545
Equity in earnings of unconsolidated affiliates 28 34
Operating expenses:    
Salaries, wages and benefits 2,187 2,151
Supplies 763 741
Other operating expenses, net 1,013 1,065
Depreciation and amortization 203 208
Impairment and restructuring charges, and acquisition-related costs 55 19
Litigation and investigation costs 2 13
Net losses (gains) on sales, consolidation and deconsolidation of facilities (2) 1
Operating income 327 381
Interest expense (243) (251)
Other non-operating income, net 1 1
Loss from early extinguishment of debt 0 (47)
Income from continuing operations, before income taxes 85 84
Income tax benefit (expense) 75 (20)
Income from continuing operations, before discontinued operations 160 64
Discontinued operations:    
Income (loss) from operations (1) 10
Income tax expense 0 (2)
Income (loss) from discontinued operations (1) 8
Net income 159 72
Less: Net income available to noncontrolling interests 66 84
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders 93 (12)
Amounts available (attributable) to Tenet Healthcare Corporation common shareholders    
Income (loss) from continuing operations, net of tax 94 (20)
Income (loss) from discontinued operations, net of tax (1) 8
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders $ 93 $ (12)
Basic    
Continuing operations (in dollars per share) $ 0.90 $ (0.19)
Discontinued operations (in dollars per share) (0.01) 0.08
Total loss per share, Basic (in dollars per share) 0.89 (0.11)
Diluted    
Continuing operations (in dollars per share) 0.89 (0.19)
Discontinued operations (in dollars per share) (0.01) 0.08
Total loss per share, Diluted (in dollars per share) $ 0.88 $ (0.11)
Weighted average shares and dilutive securities outstanding (in thousands):    
Basic (in shares) 104,353 102,788
Diluted (in shares) 105,733 102,788
v3.20.1
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Comprehensive Income [Abstract]    
Net income $ 159 $ 72
Other comprehensive income:    
Amortization of net actuarial loss included in other non-operating expense, net 2 3
Unrealized gains (losses) on debt securities held as available-for-sale 1 0
Other comprehensive income before income taxes 3 3
Income tax expense related to items of other comprehensive income (2) (1)
Total other comprehensive income, net of tax 1 2
Comprehensive net income 160 74
Less: Comprehensive income attributable to noncontrolling interests 66 84
Comprehensive income available (loss attributable) to Tenet Healthcare Corporation common shareholders $ 94 $ (10)
v3.20.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Cash Flows [Abstract]    
Net income $ 159 $ 72
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 203 208
Deferred income tax (benefit) expense (79) 22
Stock-based compensation expense 13 11
Impairment and restructuring charges, and acquisition-related costs 55 19
Litigation and investigation costs 2 13
Net losses (gains) on sales, consolidation and deconsolidation of facilities (2) 1
Loss from early extinguishment of debt 0 47
Equity in earnings of unconsolidated affiliates, net of distributions received (11) 3
Amortization of debt discount and debt issuance costs 10 11
Pre-tax loss (income) from discontinued operations 1 (10)
Other items, net 2 (7)
Changes in cash from operating assets and liabilities:    
Accounts receivable 14 (158)
Inventories and other current assets 23 (115)
Income taxes 2 9
Accounts payable, accrued expenses and other current liabilities (144) (119)
Other long-term liabilities (51) 37
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements (68) (32)
Net cash used in operating activities from discontinued operations, excluding income taxes 0 (2)
Net cash provided by operating activities 129 10
Cash flows from investing activities:    
Purchases of property and equipment — continuing operations (182) (192)
Purchases of businesses or joint venture interests, net of cash acquired (55) (2)
Proceeds from sales of facilities and other assets — continuing operations 11 41
Proceeds from sales of facilities and other assets — discontinued operations 0 17
Proceeds from sales of marketable securities, long-term investments and other assets 10 4
Purchases of marketable securities and equity investments (4) (4)
Other long-term assets (2) (2)
Other items, net 18 (1)
Net cash used in investing activities (204) (139)
Cash flows from financing activities:    
Repayments of borrowings under credit facility (240) (495)
Proceeds from borrowings under credit facility 740 685
Repayments of other borrowings (48) (1,620)
Proceeds from other borrowings 7 1,507
Debt issuance costs (1) (18)
Distributions paid to noncontrolling interests (76) (74)
Proceeds from sale of noncontrolling interests 2 4
Purchases of noncontrolling interests 0 (3)
Proceeds from exercise of stock options and employee stock purchase plan 2 1
Other items, net 40 (17)
Net cash provided by (used in) financing activities 426 (30)
Net increase (decrease) in cash and cash equivalents 351 (159)
Cash and cash equivalents at beginning of period 262 411
Cash and cash equivalents at end of period 613 252
Supplemental disclosures:    
Interest paid, net of capitalized interest (172) (158)
Income tax (payments) refunds, net $ (3) $ 9
v3.20.1
BASIS OF PRESENTATION
3 Months Ended
Mar. 31, 2020
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 March 31, 2020, we operated 65 hospitals and approximately 510 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, LLC through our Conifer Holdings, Inc. (“Conifer”) subsidiary, which provides revenue cycle management and value-based care services to hospitals, healthcare systems, physician practices, employers and other customers.
 
This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2019 (“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, 2020, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) using the modified retrospective transition approach as of the period of adoption. Upon adoption of ASU 2016-13 on January 1, 2020, we recorded a cumulative effect adjustment to increase accumulated deficit by $14 million.

Certain prior-year amounts have been reclassified to conform to the current year presentation. In the accompanying Condensed Consolidated Statements of Operations, electronic health record incentives have been reclassified to other operating expenses, net, as they are no longer significant enough to present separately. In the accompanying Condensed Consolidated Statements of Cash Flows, purchases of marketable securities have been reclassified from other items, net within cash flows from investing activities to purchases of marketable securities and equity investments. Additionally, our financial statements and corresponding footnotes for prior periods have been recast to reflect retrospective application of the change in accounting principle discussed in the Professional and General Liability Reserves section of this note.

Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. In preparing our financial statements in conformity with accounting principles generally accepted in the United States (“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 month period ended March 31, 2020 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: the impact of the novel coronavirus pandemic on our operations, business, financial condition and cash flows; 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, state and local healthcare and business regulations, including mandated closures and other operating restrictions; 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; disease hotspots and seasonal cycles of illness; climate and weather conditions; physician recruitment, satisfaction, retention and attrition; advances in technology and treatments that reduce length of stay; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; hospital performance data on quality measures and patient satisfaction, as well as standard charges for services; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; and changing consumer behavior, including with respect to the timing of elective procedures. These considerations apply to year-to-year comparisons as well.

Professional and General Liability Reserves

We accrue for estimated professional and general liability claims when they are probable and can be reasonably estimated. The accrual, which includes an estimate for incurred but not reported claims, is updated each quarter based on a model of projected payments using case-specific facts and circumstances and our historical loss reporting, development and settlement patterns. To the extent that subsequent claims information varies from our estimates, the liability is adjusted in the period such information becomes available. Malpractice expense is presented within other operating expenses in the accompanying Condensed Consolidated Statements of Operations.

In the three months ended March 31, 2020, we changed our method of accounting for our estimated professional and general liability claims. Under the new method of accounting, the liabilities are reported on an undiscounted basis whereas, previously, the liabilities were reported on a discounted basis. We believe that the undiscounted presentation is preferable because it simplifies the accounting for the liabilities, thereby increasing understandability of our financial results and financial condition, is consistent with the manner in which management evaluates our business, and results in an accounting method and financial statement presentation that is consistent with our key peers.

Accordingly, our financial statements and corresponding footnotes for the respective prior periods have been recast to reflect retrospective application of the change in accounting principle. We recorded the cumulative effect for the change in accounting principle as an increase of $44 million to accumulated deficit as of January 1, 2017. This change increased our accumulated deficit by $46 million, $56 million and $63 million at December 31, 2019, March 31, 2019 and December 31, 2018, respectively.
The following tables present the effects of the change in accounting principle to our financial statements:

Condensed Consolidated Balance Sheets:
 
 
Prior to Change in Accounting Principle
 
Effect of Change in Accounting Principle
 
As Reported
At March 31, 2020:
 
 
 
 
 
 
Deferred income taxes
 
$
259

 
$
4

 
$
263

Professional and general liability reserves
 
$
622

 
$
16

 
$
638

Other long-term liabilities
 
$
1,402

 
$
3

 
$
1,405

Accumulated deficit
 
$
(2,419
)
 
$
(15
)
 
$
(2,434
)
 
 
As Reported
 
Effect of Change in Accounting Principle
 
As Adjusted
At December 31, 2019:
 
 
 
 
 
 
Deferred income taxes
 
$
169

 
$
14

 
$
183

Professional and general liability reserves
 
$
585

 
$
50

 
$
635

Other long-term liabilities
 
$
1,405

 
$
10

 
$
1,415

Accumulated deficit
 
$
(2,467
)
 
$
(46
)
 
$
(2,513
)

Condensed Consolidated Statements of Operations (in millions, except for per-share amounts):
 
 
Prior to Change in Accounting Principle
 
Effect of Change in Accounting Principle
 
As Reported
Three months ended March 31, 2020:
 
 
 
 
 
 
Salaries, wages and benefits
 
$
2,194

 
$
(7
)
 
$
2,187

Other operating expenses, net
 
$
1,047

 
$
(34
)
 
$
1,013

Operating income 
 
$
286

 
$
41

 
$
327

Income tax benefit
 
$
85

 
$
(10
)
 
$
75

Net income
 
$
128

 
$
31

 
$
159

Net income from continuing operations available to Tenet Healthcare Corporation common shareholders
 
$
63

 
$
31

 
$
94

Earnings per share available to Tenet Healthcare Corporation common shareholders from continuing operations:
 
 
 
 
 
 
Basic
 
$
0.60

 
$
0.30

 
$
0.90

Diluted
 
$
0.60

 
$
0.29

 
$
0.89


 
 
As Reported
 
Effect of Change in Accounting Principle
 
As Adjusted
 Three months ended March 31, 2019:
 
 
 
 
 
 
Salaries, wages and benefits
 
$
2,153

 
$
(2
)
 
$
2,151

Other operating expenses, net
 
$
1,073

 
$
(8
)
 
$
1,065

Operating income 
 
$
371

 
$
10

 
$
381

Income tax expense
 
$
(17
)
 
$
(3
)
 
$
(20
)
Net income
 
$
65

 
$
7

 
$
72

Net loss from continuing operations attributable to Tenet Healthcare Corporation common shareholders
 
$
(27
)
 
$
7

 
$
(20
)
Loss per share attributable to Tenet Healthcare Corporation common shareholders from continuing operations:
 
 
 
 
 
 
Basic
 
$
(0.26
)
 
$
0.07

 
$
(0.19
)
Diluted
 
$
(0.26
)
 
$
0.07

 
$
(0.19
)

Condensed Consolidated Statements of Cash Flows:
 
 
Prior to Change in Accounting Principle
 
Effect of Change in Accounting Principle
 
As Reported
Three months ended March 31, 2020:
 
 
 
 
 
 
Net income
 
$
128

 
$
31

 
$
159

Deferred income tax benefit
 
$
(89
)
 
$
10

 
$
(79
)
Accounts payable, accrued expenses and other current liabilities
 
$
(103
)
 
$
(41
)
 
$
(144
)
Net cash provided by operating activities
 
$
129

 
$

 
$
129


 
 
As Reported
 
Effect of Change in Accounting Principle
 
As Adjusted
 Three months ended March 31, 2019:
 
 
 
 
 
 
Net income
 
$
65

 
$
7

 
$
72

Deferred income tax expense
 
$
19

 
$
3

 
$
22

Accounts payable, accrued expenses and other current liabilities
 
$
(109
)
 
$
(10
)
 
$
(119
)
Net cash provided by operating activities
 
$
10

 
$

 
$
10


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
(“Hospital Operations”) 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 $613 million and $262 million at March 31, 2020 and December 31, 2019, respectively. At March 31, 2020 and December 31, 2019, our book overdrafts were $225 million and $246 million, respectively, which were classified as accounts payable.
 
At March 31, 2020 and December 31, 2019, $152 million and $176 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 for both periods 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 March 31, 2020 and December 31, 2019, we had $65 million and $136 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $49 million and $119 million, respectively, were included in accounts payable.

During the three months ended March 31, 2020 and 2019, we recorded non-cancellable finance leases of $15 million and $36 million, respectively, and non-cancellable operating leases of $54 million and $28 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 March 31, 2020 and December 31, 2019: 
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
At March 31, 2020:
 
 
 
 
 
 
Capitalized software costs
 
$
1,657

 
$
(948
)
 
$
709

Trade names
 
102

 

 
102

Contracts
 
877

 
(98
)
 
779

Other
 
105

 
(84
)
 
21

Total
 
$
2,741

 
$
(1,130
)
 
$
1,611

 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
 Net Book
Value
At December 31, 2019:
 
 
 
 
 
 
Capitalized software costs
 
$
1,616

 
$
(912
)
 
$
704

Trade names
 
102

 

 
102

Contracts
 
869

 
(94
)
 
775

Other
 
107

 
(86
)
 
21

Total
 
$
2,694

 
$
(1,092
)
 
$
1,602


 
Estimated future amortization of intangibles with finite useful lives at March 31, 2020 is as follows: 
 
 
 
 
Nine Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2020
 
2021
 
2022
 
2023
 
2024
 
Amortization of intangible assets
 
$
928

 
$
118

 
$
129

 
$
114

 
$
103

 
$
87

 
$
377


 
We recognized amortization expense of $41 million and $45 million in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, respectively.

Investments in Unconsolidated Affiliates

We control 244 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 (107 of 351 at March 31, 2020), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations. Summarized financial information for these equity method investees is included in the following table. 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
March 31,
 
 
2020
 
2019
Net operating revenues
 
$
566

 
$
568

Net income
 
$
109

 
$
150

Net income available to the investees
 
$
69

 
$
106


v3.20.1
ACCOUNTS RECEIVABLE
3 Months Ended
Mar. 31, 2020
Accounts Receivable Additional Disclosures [Abstract]  
ACCOUNTS RECEIVABLE ACCOUNTS RECEIVABLE
 
The principal components of accounts receivable are shown in the table below: 
 
 
March 31, 2020
 
December 31, 2019
Continuing operations:
 
 

 
 

Patient accounts receivable
 
$
2,521

 
$
2,567

Estimated future recoveries
 
163

 
162

Net cost reports and settlements receivable and valuation allowances
 
37

 
12

 
 
2,721

 
2,741

Discontinued operations
 
1

 
2

Accounts receivable, net 
 
$
2,722

 
$
2,743


 
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 recognized as 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 $257 million and $284 million of receivables recorded in other current assets and investments and other assets, respectively, and $126 million and $65 million of payables recorded in other current liabilities and other long-term liabilities, respectively, in the accompanying Condensed Consolidated Balance Sheet at March 31, 2020 related to California’s provider fee program. We had $316 million and $213 million of receivables recorded in other current assets and investments and other assets, respectively, and $115 million and $57 million of payables recorded in other current liabilities and other long-term liabilities, respectively, in the accompanying Condensed Consolidated Balance Sheet at December 31, 2019 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) of caring for our uninsured and charity patients in the three months ended March 31, 2020 and 2019:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Estimated costs for:
 
 

 
 

Uninsured patients
 
$
156

 
$
158

Charity care patients
 
40

 
34

Total
 
$
196

 
$
192

v3.20.1
CONTRACT BALANCES
3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
CONTRACT BALANCES CONTRACT BALANCES

Hospital Operations 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 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 segment’s contract assets are included in other current assets in the accompanying Condensed Consolidated Balance Sheet at March 31, 2020. The opening and closing balances of contract assets for our Hospital Operations segment are as follows:

December 31, 2019
 
$
170

March 31, 2020
 
151

Increase/(decrease)
 
$
(19
)

December 31, 2018
 
$
169

March 31, 2019
 
166

Increase/(decrease)
 
$
(3
)


Approximately 85% of our Hospital Operations segment’s contract assets meet the conditions for unconditional right to payment and are reclassified to patient receivables within 90 days.

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, 2019
 
$
26

 
$
11

 
$
61

 
$
18

March 31, 2020
 
23

 
7

 
61

 
17

Increase/(decrease)
 
$
(3
)
 
$
(4
)
 
$

 
$
(1
)
 
 
 
 
 
 
 
 
 
December 31, 2018
 
$
42

 
$
11

 
$
61

 
$
20

March 31, 2019
 
90

 
11

 
64

 
20

Increase/(decrease)
 
$
48

 
$

 
$
3

 
$


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 three months ended March 31, 2020 and 2019 that was included in the opening current deferred revenue liability was $54 million and $49 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 (“ASC”) 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. In both of the three months ended March 31, 2020 and 2019, we recognized amortization expense of $1 million. At both March 31, 2020 and December 31, 2019, the unamortized customer contract costs were $25 million, and are presented as investments and other assets in the accompanying Condensed Consolidated Balance Sheets.NET OPERATING REVENUES

Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, 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
March 31,
 
 
2020
 
2019
Hospital Operations:
 
 
 
 
Net patient service revenues from hospitals and related outpatient facilities
 
 
 
 
Medicare
 
$
705

 
$
758

Medicaid
 
281

 
314

Managed care
 
2,321

 
2,354

Uninsured
 
40

 
1

Indemnity and other
 
193

 
155

Total
 
3,540

 
3,582

Other revenues(1)
 
294

 
280

Hospital Operations total prior to inter-segment eliminations
 
3,834

 
3,862

Ambulatory Care
 
490

 
480

Conifer
 
332

 
349

Inter-segment eliminations
 
(136
)
 
(146
)
Net operating revenues
 
$
4,520

 
$
4,545


 
 
 
(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 three months ended March 31, 2020 and 2019 by $4 million and $10 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
March 31,
 
 
2020
 
2019
Net patient service revenues
 
$
464

 
$
451

Management fees
 
21

 
23

Revenue from other sources
 
5

 
6

Net operating revenues
 
$
490

 
$
480


The table below shows the composition of net operating revenues for our Conifer segment:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Revenue cycle services – Tenet
 
$
134

 
$
142

Revenue cycle services – other customers
 
176

 
180

Other services – Tenet
 
2

 
4

Other services – other customers
 
20

 
23

Net operating revenues
 
$
332

 
$
349



Other services represent approximately 7% of Conifer’s revenue and include value-based care services, consulting services and other client-defined projects.
Performance Obligations

The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume or contingency based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed-fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032.
 
 
 
 
Nine Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2020
 
2021
 
2022
 
2023
 
2024
 
Performance obligations
 
$
7,366

 
$
463

 
$
614

 
$
614

 
$
614

 
$
562

 
$
4,499


v3.20.1
ASSETS AND LIABILITIES HELD FOR SALE
3 Months Ended
Mar. 31, 2020
Discontinued Operation, Additional Disclosures [Abstract]  
ASSETS AND LIABILITIES HELD FOR SALE ASSETS AND LIABILITIES HELD FOR SALE 
    
In the three months ended December 31, 2019, two of our hospitals and other operations in the Memphis area met the criteria to be classified as held for sale. As a result, we have classified these assets totaling $394 million as “assets held for sale” in current assets and the related liabilities of $49 million as “liabilities held for sale” in current liabilities in the accompanying Condensed Consolidated Balance Sheet at March 31, 2020.     

Assets and liabilities classified as held for sale at March 31, 2020 were comprised of the following:
Accounts receivable
 
$
108

Other current assets
 
26

Investments and other long-term assets
 
6

Property and equipment
 
189

Other intangible assets
 
23

Goodwill
 
42

Current liabilities
 
(41
)
Long-term liabilities
 
(8
)
Net assets held for sale
 
$
345



    

The following table provides information on significant components of our business that have been recently disposed of or are classified as held for sale at March 31, 2020:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Significant disposals:
 
 
 
 
Income (loss) from continuing operations, before income taxes
 
 
 
 
Chicago area (includes a $6 million loss and a $7 million loss on sale in the 2020 and 2019 periods, respectively)
 
$
(3
)
 
$
(12
)
Total
 
$
(3
)
 
$
(12
)
 
 
 
 
 
Significant planned divestitures classified as held for sale:
 
 
 
 
Income from continuing operations, before income taxes
 
 
 
 
Memphis area
 
$
5

 
$
2

Total
 
$
5

 
$
2


v3.20.1
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS
3 Months Ended
Mar. 31, 2020
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 three months ended March 31, 2020, we recorded impairment and restructuring charges and acquisition-related costs of $55 million, consisting of $54 million of restructuring charges and $1 million of acquisition-related costs. Restructuring charges consisted of $10 million of employee severance costs, $15 million related to our Global Business Center (“GBC”) in the Philippines, $23 million of charges due to the termination of the USPI management equity plan, $1 million of contract and lease termination fees, and $5 million of other restructuring costs. Acquisition-related costs consisted of $1 million of transaction costs.     

During the three months ended March 31, 2019, we recorded impairment and restructuring charges and acquisition-related costs of $19 million, consisting of $1 million of impairment charges, $16 million of restructuring charges and $2 million of acquisition-related costs. Restructuring charges consisted of $7 million of employee severance costs, $1 million of contract and lease termination fees, and $8 million of other restructuring costs. Acquisition-related costs consisted of $2 million of transaction costs.

Our impairment tests presume stable, improving or, in some cases, declining operating results in our facilities, which are based on programs and initiatives being implemented that are designed to achieve each facility’s most recent projections. If these projections are not met, or 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 March 31, 2020, our continuing operations consisted of three reportable segments, Hospital Operations, 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, such as the establishment of offshore support operations at our GBC in the Philippines, which we established in 2019. Certain restructuring and acquisition-related costs are based on estimates. Changes in estimates are recognized as they occur.
v3.20.1
LONG-TERM DEBT
3 Months Ended
Mar. 31, 2020
Long-term Debt and Lease Obligation [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT

The table below shows our long-term debt at March 31, 2020 and December 31, 2019:
 
 
March 31, 2020
 
December 31, 2019
Senior unsecured notes:  
 
 

 
 

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:
 
 

 
 

4.625% due 2024
 
1,870

 
1,870

4.625% due 2024
 
600

 
600

4.875% due 2026
 
2,100

 
2,100

5.125% due 2027
 
1,500

 
1,500

Senior secured second lien notes:
 
 
 
 
5.125% due 2025
 
1,410

 
1,410

6.250% due 2027
 
1,500

 
1,500

Senior secured credit facility due 2024
 
500

 

Finance leases and mortgage notes
 
432

 
445

Unamortized issue costs and note discounts
 
(177
)
 
(186
)
Total long-term debt
 
15,247

 
14,751

Less current portion
 
165

 
171

Long-term debt, net of current portion
 
$
15,082

 
$
14,580


 
Credit Agreement

We have a senior secured revolving credit facility that, at March 31, 2020, provided for revolving loans in an aggregate principal amount of up to $1.5 billion with a $200 million subfacility for standby letters of credit. At March 31, 2020, we had $500 million of cash borrowings outstanding under the revolving credit facility subject to a weighted average interest rate of 1.894%, and we had $1 million of standby letters of credit outstanding. Based on our eligible receivables, $999 million was available for borrowing under the revolving credit facility at March 31, 2020.
 
On April 24, 2020, we amended our credit agreement (as amended, the “Credit Agreement”) to, among other things, (i) increase the aggregate revolving credit commitments from $1.5 billion to $1.9 billion, subject to borrowing availability, and (ii) increase the advance rate and raise limits on certain eligible accounts receivable in the calculation of the borrowing base, in each case, for an incremental period of 364 days (the “incremental period”).

The Credit Agreement continues to have a scheduled maturity date of September 12, 2024, and obligations under the Credit Agreement continue to be guaranteed by substantially all of our domestic wholly owned hospital subsidiaries and 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.

Outstanding revolving loans accrue interest during a one-month initial period at the rate of either (i) a base rate plus a margin of 0.75% per annum or (ii) the London Interbank Offered Rate (“LIBOR”) plus a margin of 1.75% per annum. Thereafter, outstanding revolving loans accrue interest at either (i) a base rate plus a margin ranging from 0.50% to 1.00% per annum during the incremental period and 0.25% to 0.75% per annum thereafter, or (ii) LIBOR plus a margin ranging from 1.50% to 2.00% per annum during the incremental period and 1.25% to 1.75% per annum thereafter, 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.
 
Letter of Credit Facility
 
In March 2020, we amended our letter of credit facility (as amended, the “LC Facility”) to extend the scheduled maturity date of the LC Facility from March 7, 2021 to September 12, 2024 and to increase the aggregate principal amount of standby and documentary letters of credit that from time to time may be issued thereunder from $180 million to $200 million. 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 March 31, 2020, we had $91 million of standby letters of credit outstanding under the LC Facility.
v3.20.1
GUARANTEES
3 Months Ended
Mar. 31, 2020
Guarantees [Abstract]  
GUARANTEES GUARANTEES
 
At March 31, 2020, 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 $187 million. We had a total liability of $163 million recorded for these guarantees included in other current liabilities at March 31, 2020.
 
At March 31, 2020, 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 March 31, 2020.
v3.20.1
EMPLOYEE BENEFIT PLANS
3 Months Ended
Mar. 31, 2020
Defined Benefit Plan [Abstract]  
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS

Share-Based Compensation Plans
 
In recent years, we have granted options and restricted stock units to certain of our employees and directors pursuant to our stock incentive plans. Options have an exercise price equal to the fair market value of the shares on the date of grant and generally expire 10 years from the date of grant. A restricted stock unit is a contractual right to receive one share of our common stock in the future, and the fair value of the restricted stock unit is based on our share price on the grant date. Typically, options and time-based restricted stock units vest one-third on each of the first three anniversary dates of the grant; however, certain special retention awards may have different vesting terms. In addition, we grant performance-based options and performance-based restricted stock units that vest subject to the achievement of specified performance goals within a specified time frame. At March 31, 2020, assuming outstanding performance-based restricted stock units and options for which performance has not yet been determined will achieve target performance, approximately 6.1 million shares of common stock were available under our 2019 Stock Incentive Plan for future stock option grants and other equity incentive awards, including restricted stock units.
 
The accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 include $13 million and $11 million, respectively, of pre-tax compensation costs related to our stock-based compensation arrangements.
 
Stock Options
 
The following table summarizes stock option activity during the three months ended March 31, 2020:
 
 
Options
 
Weighted Average
Exercise Price
Per Share
 
Aggregate
Intrinsic Value
 
Weighted Average
Remaining Life
 
 
 
 
 
 
(In Millions)
 
 
Outstanding at December 31, 2019
 
1,960,992

 
$
20.24

 
 
 
 
Exercised
 
(27,167
)
 
19.54

 
 
 
 
Outstanding at March 31, 2020
 
1,933,825

 
$
20.25

 
$

 
5.9 years
Vested and expected to vest at March 31, 2020
 
1,933,825

 
$
20.25

 
$

 
5.9 years
Exercisable at March 31, 2020
 
1,242,956

 
$
18.34

 
$

 
4.9 years


There were 27,167 and 76,159 stock options exercised during the three months ended March 31, 2020 and 2019, respectively, with aggregate intrinsic values of less than $1 million in both periods.

At March 31, 2020, there were $3 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 1.4 years.

On March 29, 2019, we granted an aggregate of 7,862 performance-based stock options to a senior officer. The options will all vest on the third anniversary of the grant date because, in the three months ended March 31, 2020, the requirement that our stock close at a 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 was met; these options 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 because, in the three months ended March 31, 2020, the requirement that our stock close at a 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 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 three months ended March 29, 2019 was $12.50 per share. This fair value was calculated based on each grant date, using a Monte Carlo simulation with the following assumptions:
 
 
March 29, 2019
 
February 27, 2019
Expected volatility
 
48%
 
48%
Expected dividend yield
 
0%
 
0%
Expected life
 
6.2 years
 
6.2 years
Expected forfeiture rate
 
0%
 
0%
Risk-free interest rate
 
2.26%
 
2.53%

 
The expected volatility used for the 2019 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 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 speculative 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 U.S. 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 March 31, 2020:
 
 
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
 
1,201,289

 
5.0 years
 
$
18.12

 
1,201,289

 
$
18.12

$19.76 to $35.430
 
732,536

 
7.3 years
 
23.75

 
41,667

 
24.83

 
 
1,933,825

 
5.9 years
 
$
20.25

 
1,242,956

 
$
18.34



Restricted Stock Units
 
The following table summarizes restricted stock unit activity during the three months ended March 31, 2020
 
 
Restricted Stock Units
 
Weighted Average Grant
Date Fair Value Per Unit
Unvested at December 31, 2019
 
1,463,499

 
$
25.08

Granted
 
1,423,953

 
29.05

Vested
 
(394,281
)
 
25.28

Forfeited
 
(14,587
)
 
24.80

Unvested at March 31, 2020
 
2,478,584

 
$
27.33


 
In the three months ended March 31, 2020, we granted an aggregate of 1,423,953 restricted stock units. Of these, 493,929 will vest and be settled ratably over a three-year period from the grant date, 104,167 will vest and be settled ratably over a four-year period from the grant date, and 359,713 will vest and be settled ratably over 11 quarterly periods from the grant date. In addition, we granted 386,016 performance-based restricted stock units; the vesting of these restricted stock units is contingent on our achievement of specified three-year performance goals for the years 2020 to 2022. 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 386,016 units granted, depending on our level of achievement with respect to the performance goals. We also granted 80,128 performance-based restricted stock units to a Conifer senior officer; the vesting of these restricted stock units is contingent on Conifer’s achievement of specified performance goals for each of the years 2020 to 2023. Provided the goals are achieved, the performance-based restricted stock units will vest and settle ratably over the four-year period from the grant date. The actual number of performance-based restricted stock units that could vest will range from 0% to 200% of the 80,128 units granted, depending on Conifer’s level of achievement with respect to the performance goals.

In the three months ended March 31, 2019, we granted an aggregate of 1,128,005 restricted stock units. Of these, 243,506 will vest and be settled ratably over a three-year period from the grant date, 566,172 will vest and be settled ratably over nine quarterly periods from the grant date, and 318,327 will vest and be settled on the third anniversary of the grant date.
 
At March 31, 2020, there were $48 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 2.3 years.
 
USPI Management Equity Plan

In February 2020, USPI's previous management equity plan and all unvested options granted under the plan were terminated in accordance with the terms of the plan as previously disclosed. USPI repurchased all vested options and all shares of USPI stock acquired upon exercise of an option for approximately $35 million. USPI then adopted a new restricted stock plan whereby USPI granted 2,444,049 shares of restricted non-voting common stock to eligible plan participants in the three months ended March 31, 2020. The restricted stock units vest 20% in each of the first three years on the anniversary of the grant date with the remaining 40% vesting on the fourth anniversary of the grant date.

Employee Retirement Plans
 
In the three months ended March 31, 2020 and 2019, we recognized (i) service cost related to one of our frozen nonqualified defined benefit pension plans of less than $1 million for both periods 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 $2 million and $5 million, respectively, in other non-operating income (expense), net, in the accompanying Condensed Consolidated Statements of Operations.
v3.20.1
EQUITY
3 Months Ended
Mar. 31, 2020
Stockholders' Equity Note [Abstract]  
EQUITY EQUITY

Changes in Shareholders’ Equity

The following tables show the changes in consolidated equity during the three months ended March 31, 2020 and 2019 (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, 2019
 
104,197

 
$
7

 
$
4,760

 
$
(257
)
 
$
(2,513
)
 
$
(2,414
)
 
$
854

 
$
437

Net income
 

 

 

 

 
93

 

 
32

 
125

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(40
)
 
(40
)
Other comprehensive income
 

 

 

 
1

 

 

 

 
1

Accretion of redeemable noncontrolling interests
 

 

 
(1
)
 

 

 

 

 
(1
)
Purchases (sales) of businesses and noncontrolling interests
 

 

 
(30
)
 

 

 

 
15

 
(15
)
Cumulative effect of accounting change
 

 

 

 

 
(14
)
 

 

 
(14
)
Stock-based compensation expense, tax benefit and issuance of common stock
 
331

 

 
10

 

 

 

 

 
10

Balances at March 31, 2020
 
104,528

 
$
7

 
$
4,739

 
$
(256
)
 
$
(2,434
)
 
$
(2,414
)
 
$
861

 
$
503


 
 
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
)
 
$
(2,299
)
 
$
(2,414
)
 
$
806

 
$
624

Net income (loss)
 

 

 

 

 
(12
)
 

 
37

 
25

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
)
 
$
(2,310
)
 
$
(2,414
)
 
$
808

 
$
618


 
Our noncontrolling interests balances at March 31, 2020 and December 31, 2019 were comprised of $116 million and $114 million, respectively, from our Hospital Operations segment, and $745 million and $740 million, respectively, from our Ambulatory Care segment. Our net income available to noncontrolling interests for the three months ended March 31, 2020 and 2019 in the table above were comprised of $2 million in both periods from our Hospital Operations segment, and $30 million and $35 million, respectively, from our Ambulatory Care segment.
v3.20.1
NET OPERATING REVENUES
3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
NET OPERATING REVENUES CONTRACT BALANCES

Hospital Operations 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 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 segment’s contract assets are included in other current assets in the accompanying Condensed Consolidated Balance Sheet at March 31, 2020. The opening and closing balances of contract assets for our Hospital Operations segment are as follows:

December 31, 2019
 
$
170

March 31, 2020
 
151

Increase/(decrease)
 
$
(19
)

December 31, 2018
 
$
169

March 31, 2019
 
166

Increase/(decrease)
 
$
(3
)


Approximately 85% of our Hospital Operations segment’s contract assets meet the conditions for unconditional right to payment and are reclassified to patient receivables within 90 days.

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, 2019
 
$
26

 
$
11

 
$
61

 
$
18

March 31, 2020
 
23

 
7

 
61

 
17

Increase/(decrease)
 
$
(3
)
 
$
(4
)
 
$

 
$
(1
)
 
 
 
 
 
 
 
 
 
December 31, 2018
 
$
42

 
$
11

 
$
61

 
$
20

March 31, 2019
 
90

 
11

 
64

 
20

Increase/(decrease)
 
$
48

 
$

 
$
3

 
$


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 three months ended March 31, 2020 and 2019 that was included in the opening current deferred revenue liability was $54 million and $49 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 (“ASC”) 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. In both of the three months ended March 31, 2020 and 2019, we recognized amortization expense of $1 million. At both March 31, 2020 and December 31, 2019, the unamortized customer contract costs were $25 million, and are presented as investments and other assets in the accompanying Condensed Consolidated Balance Sheets.NET OPERATING REVENUES

Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, 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
March 31,
 
 
2020
 
2019
Hospital Operations:
 
 
 
 
Net patient service revenues from hospitals and related outpatient facilities
 
 
 
 
Medicare
 
$
705

 
$
758

Medicaid
 
281

 
314

Managed care
 
2,321

 
2,354

Uninsured
 
40

 
1

Indemnity and other
 
193

 
155

Total
 
3,540

 
3,582

Other revenues(1)
 
294

 
280

Hospital Operations total prior to inter-segment eliminations
 
3,834

 
3,862

Ambulatory Care
 
490

 
480

Conifer
 
332

 
349

Inter-segment eliminations
 
(136
)
 
(146
)
Net operating revenues
 
$
4,520

 
$
4,545


 
 
 
(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 three months ended March 31, 2020 and 2019 by $4 million and $10 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
March 31,
 
 
2020
 
2019
Net patient service revenues
 
$
464

 
$
451

Management fees
 
21

 
23

Revenue from other sources
 
5

 
6

Net operating revenues
 
$
490

 
$
480


The table below shows the composition of net operating revenues for our Conifer segment:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Revenue cycle services – Tenet
 
$
134

 
$
142

Revenue cycle services – other customers
 
176

 
180

Other services – Tenet
 
2

 
4

Other services – other customers
 
20

 
23

Net operating revenues
 
$
332

 
$
349



Other services represent approximately 7% of Conifer’s revenue and include value-based care services, consulting services and other client-defined projects.
Performance Obligations

The following table includes Conifer’s revenue that is expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume or contingency based contracts, performance incentives, penalties or other variable consideration that is considered constrained. Conifer’s contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed-fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032.
 
 
 
 
Nine Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2020
 
2021
 
2022
 
2023
 
2024
 
Performance obligations
 
$
7,366

 
$
463

 
$
614

 
$
614

 
$
614

 
$
562

 
$
4,499


v3.20.1
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE
3 Months Ended
Mar. 31, 2020
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 and April 1, 2020 through March 31, 2021, 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 March 31, 2020 and December 31, 2019, the aggregate current and long-term professional and general liability reserves in the accompanying Condensed Consolidated Balance Sheets were $917 million and $965 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. As discussed in Note 1, in the three months ended March 31, 2020, we changed our method of accounting for our estimated professional and general liability claims, as well as other claims-related liabilities. Under the new method of accounting, the liabilities are reported on an undiscounted basis whereas, previously, the liabilities were reported on a discounted basis.
 
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 $73 million and $113 million for the three months ended March 31, 2020 and 2019, respectively.
v3.20.1
CLAIMS AND LAWSUITS
3 Months Ended
Mar. 31, 2020
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 oral arguments were held on February 5, 2020. The parties are awaiting the court’s ruling. The defendants intend to continue to vigorously contest the plaintiffs’ allegations in this matter.

Government Investigation of Detroit Medical Center

Detroit Medical Center (“DMC”) is subject to an ongoing investigation by the U.S. Attorney’s Office for the Eastern District of Michigan and the U.S. Department of Justice (“DOJ”) for potential violations of the Stark law, the Medicare and Medicaid anti-kickback and anti-fraud and abuse amendments codified under Section 1128B(b) of the Social Security Act (the “Anti-kickback Statute”), and the federal False Claims Act (“FCA”) related to DMC’s employment of nurse practitioners and physician assistants (“Mid-Level Practitioners”) from 2006 through 2017. As previously disclosed, a media report was published in August 2017 alleging that 14 Mid-Level Practitioners were terminated by DMC earlier in 2017 due to compliance concerns. We are cooperating with the investigation and continue to produce documents on a schedule agreed upon with the DOJ. Because the government’s review is in its preliminary stages, we are unable to determine the potential exposure, if any, at this time.

Oklahoma Surgical Hospital Qui Tam Action

In May 2016, a relator filed a qui tam lawsuit under seal in the Western District of Oklahoma against, among other parties, (i) Oklahoma Center for Orthopaedic & Multispecialty Surgery (“OCOM”), a surgical hospital jointly owned by USPI, a healthcare system partner and physicians, (ii) Southwest Orthopaedic Specialists, an independent physician practice group, (iii) Tenet, and (iv) other related entities and individuals. The complaint alleges various violations of the FCA, the Anti-kickback Statute, the Stark law and the Oklahoma Medicaid False Claims Act. In May 2018, Tenet and its affiliates learned that they were parties to the suit when the court unsealed the complaint and the DOJ declined to intervene with respect to the issues involving Tenet, USPI, OCOM and individually named employees. In June 2018, the relator filed an amended complaint more fully describing the claims and adding additional defendants. Tenet, USPI, OCOM and individually named employees filed motions to dismiss the case in October 2018, but the court has not yet ruled on the motions. The litigation is currently stayed while the parties work to finalize the resolution described below.

Pursuant to the obligations under our NPA, we reported the unsealed qui tam action to the DOJ and began investigating the claims contained in the amended complaint and cooperating fully with the DOJ. We began discussing potential resolution of these matters with the DOJ and the Office of Inspector General of the U.S. Department of Health and Human Services (“OIG”) during the three months ended September 30, 2019.

In October 2019, an agreement in principle was reached with the DOJ to resolve the qui tam lawsuit and related investigations against USPI and OCOM 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 USPI. In the three months ended December 31, 2019, we increased the reserve for this matter by an additional $1 million to reflect updated information on the other costs to be paid by USPI. Any final resolution remains subject to negotiation and final approval of a settlement agreement with the DOJ and any other definitive documentation required by OIG or other government agencies. We believe this could be completed as early as the second quarter of 2020, at which time the monetary component of the resolution would be paid by USPI.

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 (“ERISA”), 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. In February 2020, the Fund notified us that the prior assessment against us had been withdrawn. As previously
disclosed, pursuant to applicable ERISA rules, we could become secondarily liable if the purchasers fail to satisfy their obligations to the Fund.

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, including lawsuits from patients, employees and others exposed to COVID-19 at our facilities. These matters could (1) require us to pay substantial damages or amounts in judgments or settlements, which, individually or in the aggregate, could exceed amounts, if any, that may be recovered under our insurance policies where coverage applies and is available, (2) cause us to incur substantial expenses, (3) require significant time and attention from our management, and (4) cause us to close or sell hospitals or otherwise modify the way we conduct business.

The following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded in continuing operations during the three months ended March 31, 2020 and 2019. 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
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2020
 
$
86

 
$
2

 
$
(2
)
 
$
86

Three Months Ended March 31, 2019
 
$
8

 
$
13

 
$
(8
)
 
$
13


 
For the three months ended March 31, 2020 and 2019, we recorded costs of $2 million and $13 million, respectively, in continuing operations in connection with significant legal proceedings and governmental investigations.
v3.20.1
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES
3 Months Ended
Mar. 31, 2020
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 three months ended March 31, 2020 and 2019:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Balances at beginning of period 
 
$
1,506

 
$
1,420

Net income
 
34

 
47

Distributions paid to noncontrolling interests
 
(36
)
 
(37
)
Accretion of redeemable noncontrolling interests
 
1

 
5

Purchases and sales of businesses and noncontrolling interests, net
 
21

 
4

Balances at end of period 
 
$
1,526

 
$
1,439

 
The following tables show the composition by segment of our redeemable noncontrolling interests balances at March 31, 2020 and December 31, 2019, as well as our net income available to redeemable noncontrolling interests for the three months ended March 31, 2020 and 2019:
 
 
March 31, 2020
 
December 31, 2019
Hospital Operations
 
$
380

 
$
383

Ambulatory Care
 
784

 
777

Conifer
 
362

 
346

Redeemable noncontrolling interests
 
$
1,526

 
$
1,506

 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Hospital Operations
 
$
(9
)
 
$
(6
)
Ambulatory Care
 
27

 
33

Conifer
 
16

 
20

Net income available to redeemable noncontrolling interests
 
$
34

 
$
47


v3.20.1
INCOME TAXES
3 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
 
During the three months ended March 31, 2020, we recorded an income tax benefit of $75 million in continuing operations on pre-tax income of $85 million compared to income tax expense of $20 million on pre-tax income of $84 million during the three months ended March 31, 2019. For the three months ended March 31, 2020, we utilized the discrete effective tax rate method, as allowed by the FASB ASC 740-270-30-18, “Income Taxes–Interim Reporting,” to calculate the interim income tax provision. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pre-tax income due to COVID-19. For the three months ended March 31, 2019, the provision for income taxes was 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 was 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
March 31,
 
 
2020
 
2019
Tax expense at statutory federal rate of 21%
 
$
18

 
$
18

State income taxes, net of federal income tax benefit
 
5

 
3

Tax attributable to noncontrolling interests
 
(14
)
 
(17
)
Nontaxable gains
 
3

 
(1
)
Stock-based compensation
 

 
(1
)
Change in valuation allowance
 
(90
)
 
24

Other items
 
3

 
(6
)
Income tax expense (benefit)
 
$
(75
)
 
$
20


    
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was signed into law on March 27, 2020, includes a significant number of tax provisions applicable to individuals and businesses. For businesses, the CARES Act makes changes to the U.S. tax code relating to, among other things: (1) the business interest expense disallowance rules for 2019 and 2020; (2) net operating loss rules; (3) charitable contribution limitations; and (4) the realization of corporate alternative minimum tax credits. As a result of the change in the business interest expense disallowance rules, we recorded an income tax benefit of $91 million to decrease the valuation allowance for interest expense carryforwards due to the additional deduction of interest expense.

During the three months ended March 31, 2020, there were no adjustments to our estimated liabilities for uncertain tax positions. The total amount of unrecognized tax benefits at March 31, 2020 was $31 million, of which $29 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. There were no accrued interest and penalties on unrecognized tax benefits at March 31, 2020.
 
At March 31, 2020, no significant changes in unrecognized federal and state tax benefits are expected in the next 12 months as a result of the settlement of audits, the filing of amended tax returns or the expiration of statutes of limitations.
v3.20.1
EARNINGS (LOSS) PER COMMON SHARE
3 Months Ended
Mar. 31, 2020
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 months ended March 31, 2020 and 2019. 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 March 31, 2020
 
 

 
 

 
 

Net income available to Tenet Healthcare Corporation common shareholders
for basic earnings per share
 
$
94

 
104,353

 
$
0.90

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

 
1,380

 
(0.01
)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
 
$
94

 
105,733

 
$
0.89

 
 
 
 
 
 
 
Three Months Ended March 31, 2019
 
 

 
 

 
 

Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share
 
$
(20
)
 
102,788

 
$
(0.19
)
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
 
$
(20
)
 
102,788

 
$
(0.19
)


All potentially dilutive securities were excluded from the calculation of diluted loss per share for the three months ended March 31, 2019 because we did not report income from continuing operations available to common shareholders in that period. 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 months ended March 31, 2019, 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 1,753.
v3.20.1
FAIR VALUE MEASUREMENTS
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
  
Our non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis typically relate to long-lived assets held and used, long-lived assets held for sale and goodwill. We are required to provide additional disclosures about fair value measurements as part of our financial statements for each major category of assets and liabilities measured at fair value on a non-recurring basis. The following tables present this information and indicate the fair value hierarchy of the valuation techniques we utilized to determine such fair values. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability, such as internal estimates of future cash flows.
 
 
March 31, 2020
 
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
 
$
394

 
$

 
$
394

 
$


 
 
December 31, 2019
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Long-lived assets held for sale
 
$
387

 
$

 
$
387

 
$



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 March 31, 2020 and December 31, 2019, the estimated fair value of our long-term debt was approximately 95.1% and 106.4%, respectively, of the carrying value of the debt.
v3.20.1
ACQUISITIONS
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
 
Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the three months ended March 31, 2020 and 2019 are as follows: 
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Current assets
 
$
6

 
$
2

Property and equipment
 
8

 
5

Other intangible assets
 
8

 
1

Goodwill
 
83

 
3

Other long-term assets, including previously held equity method investments
 
5

 
(1
)
Current liabilities
 
(8
)
 

Long-term liabilities
 
(6
)
 
(1
)
Redeemable noncontrolling interests in equity of consolidated subsidiaries
 
(30
)
 
(1
)
Noncontrolling interests
 
(11
)
 
(1
)
Cash paid, net of cash acquired
 
(55
)
 
(2
)
Gains on consolidations
 
$

 
$
5



The goodwill generated from these transactions, the majority of which will be deductible for income tax purposes, can be attributed to the benefits that we expect to realize from operating efficiencies and growth strategies. The goodwill total of $83 million from acquisitions completed during the three months ended March 31, 2020 was recorded in our Ambulatory Care segment. Approximately $1 million and $2 million in transaction costs related to prospective and closed acquisitions were expensed during the three month periods ended March 31, 2020 and 2019, 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 2020 and 2019 acquisitions; therefore, those purchase price allocations are subject to adjustment once the valuations are completed.
 
During the three months ended March 31, 2019, we recognized gains totaling $5 million associated with stepping up our ownership interests in previously held equity method investments, which we began consolidating after we acquired controlling interests.
v3.20.1
SEGMENT INFORMATION
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
 
Our business consists of our Hospital Operations 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 segment is comprised of our acute care and specialty hospitals, ancillary outpatient facilities, urgent care centers, micro-hospitals and physician practices. As described in Note 4, certain of these facilities are classified as held for sale in the accompanying Condensed Consolidated Balance Sheet at March 31, 2020. At March 31, 2020, 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. At March 31, 2020, USPI had interests in 265 ambulatory surgery centers, 39 urgent care centers operated under the CareSpot brand, 23 imaging centers and 24 surgical hospitals in 27 states. At March 31, 2020, we owned 95% of USPI.
 
Our Conifer segment provides revenue cycle management and value-based care services to hospitals, healthcare systems, physician practices, employers and other customers. At March 31, 2020, Conifer provided services to approximately 660 Tenet and non-Tenet hospitals and other clients nationwide. In 2012, we entered into agreements documenting the terms and conditions of various services Conifer provides to Tenet hospitals, as well as certain administrative services our Hospital Operations 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 March 31, 2020, we owned 76.2% 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:
 
 
March 31,
2020
 
December 31,
2019
Assets:
 
 

 
 

Hospital Operations
 
$
16,543

 
$
16,196

Ambulatory Care
 
6,319

 
6,195

Conifer
 
961

 
974

Total 
 
$
23,823

 
$
23,365


 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Capital expenditures:
 
 

 
 

Hospital Operations
 
$
167

 
$
170

Ambulatory Care
 
11

 
20

Conifer
 
4

 
2

Total 
 
$
182

 
$
192

 
 
 
 
 
Net operating revenues:
 
 

 
 

Hospital Operations total prior to inter-segment eliminations
 
$
3,834

 
$
3,862

Ambulatory Care
 
490

 
480

Conifer
 
 

 
 

Tenet
 
136

 
146

Other clients
 
196

 
203

Total Conifer revenues
 
332

 
349

Inter-segment eliminations
 
(136
)
 
(146
)
Total 
 
$
4,520

 
$
4,545

 
 
 
 
 
Equity in earnings of unconsolidated affiliates:
 
 

 
 

Hospital Operations
 
$
2

 
$
3

Ambulatory Care
 
26

 
31

Total 
 
$
28

 
$
34

 
 
 
 
 
Adjusted EBITDA:
 
 

 
 

Hospital Operations
 
$
342

 
$
347

Ambulatory Care
 
156

 
177

Conifer
 
87

 
99

Total 
 
$
585

 
$
623

 
 
 
 
 
Depreciation and amortization:
 
 

 
 

Hospital Operations
 
$
175

 
$
179

Ambulatory Care
 
19

 
18

Conifer
 
9

 
11

Total 
 
$
203

 
$
208


 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Adjusted EBITDA
 
$
585

 
$
623

Loss from divested and closed businesses
(i.e., the Company’s health plan businesses)
 

 
(1
)
Depreciation and amortization
 
(203
)
 
(208
)
Impairment and restructuring charges, and acquisition-related costs
 
(55
)
 
(19
)
Litigation and investigation costs
 
(2
)
 
(13
)
Interest expense
 
(243
)
 
(251
)
Loss from early extinguishment of debt
 

 
(47
)
Other non-operating expense, net
 
1

 
1

Net gains (losses) on sales, consolidation and deconsolidation of facilities
 
2

 
(1
)
Income from continuing operations, before income taxes
 
$
85

 
$
84


v3.20.1
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS

Impact of the COVID-19 Pandemic

In March 2020, the global COVID-19 pandemic began to significantly affect our patients, communities, employees and business operations. As the COVID-19 crisis is still rapidly evolving, much of its impact remains unknown and difficult to predict. The spread of COVID-19 and the ensuing response of federal, state and local authorities beginning in March 2020 resulted in a material reduction in our patient volumes and operating revenues that is ongoing. We have cancelled a substantial number of elective procedures at our hospitals and closed or reduced operating hours at our ambulatory surgery centers and other outpatient centers that specialize in elective procedures. Restrictive measures, such as travel bans, social distancing, quarantines and shelter-in-place orders, have also reduced the volume of procedures performed at our facilities more generally, as well as the volume of emergency room and physician office visits. Broad economic factors resulting from the COVID-19 pandemic, including increasing unemployment rates and reduced consumer spending, are impacting our service mix, revenue mix and patient volumes. Moreover, we are experiencing supply chain disruptions, including shortages, delays and significant price increases in medical supplies, particularly personal protective equipment. The length and extent of the disruption to our business as a result of the COVID-19 pandemic is currently unknown. While demand for our services is expected to rebound in the future, we have taken, and continue to take, various actions to increase our liquidity and mitigate the impact of reductions in our patient volumes and operating revenues from the COVID-19 pandemic, including the sale of senior secured first lien notes and the amendment of our revolving credit facility, both as described below. We also reduced our planned capital expenditures for 2020 by approximately 40%. Furthermore, we have furloughed some employees, and we have deferred certain operating expenses that are not expected to impact our response to COVID-19. We are also reducing variable costs across the enterprise as a result of softening patient volumes. We believe these actions, together with government relief packages, to the extent available to us, will help us to continue operating during these uncertain times.

The Coronavirus Aid, Relief, and Economic Security Act, which was signed into law on March 27, 2020, revised the Medicare accelerated payment program, among other things. Our hospitals, ambulatory surgery centers, physician practices and other outpatient facilities received approximately $1.500 billion of accelerated payments under this program in April 2020.

Sale of Senior Secured First Lien Notes

On April 7, 2020, we sold $700 million aggregate principal amount of 7.500% senior secured first lien notes, which will mature on April 1, 2025 (the “2025 Senior Secured First Lien Notes”). We will pay interest on the 2025 Senior Secured First Lien Notes semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2020. A portion of the proceeds from the sale of the 2025 Senior Secured First Lien Notes were used, after payment of fees and expenses, to repay the $500 million aggregate principal amount of borrowings outstanding under our Credit Agreement as of March 31, 2020.

Amended Credit Facility

As discussed in Note 6, on April 24, 2020, we entered into an amended and restated credit agreement that, among other things, (i) increased the aggregate revolving credit commitments to $1.9 billion subject to borrowing availability, and (ii) increased the advance rate and raised limits on certain eligible accounts receivable in the calculation of the borrowing base, in each case, for an incremental period of 364 days.
v3.20.1
BASIS OF PRESENTATION (Policies)
3 Months Ended
Mar. 31, 2020
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 March 31, 2020, we operated 65 hospitals and approximately 510 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, LLC through our Conifer Holdings, Inc. (“Conifer”) subsidiary, which provides revenue cycle management and value-based care services to hospitals, healthcare systems, physician practices, employers and other customers.
 
This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2019 (“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, 2020, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) using the modified retrospective transition approach as of the period of adoption. Upon adoption of ASU 2016-13 on January 1, 2020, we recorded a cumulative effect adjustment to increase accumulated deficit by $14 million.

Certain prior-year amounts have been reclassified to conform to the current year presentation. In the accompanying Condensed Consolidated Statements of Operations, electronic health record incentives have been reclassified to other operating expenses, net, as they are no longer significant enough to present separately. In the accompanying Condensed Consolidated Statements of Cash Flows, purchases of marketable securities have been reclassified from other items, net within cash flows from investing activities to purchases of marketable securities and equity investments. Additionally, our financial statements and corresponding footnotes for prior periods have been recast to reflect retrospective application of the change in accounting principle discussed in the Professional and General Liability Reserves section of this note.

Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. In preparing our financial statements in conformity with accounting principles generally accepted in the United States (“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 month period ended March 31, 2020 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: the impact of the novel coronavirus pandemic on our operations, business, financial condition and cash flows; 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, state and local healthcare and business regulations, including mandated closures and other operating restrictions; 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; disease hotspots and seasonal cycles of illness; climate and weather conditions; physician recruitment, satisfaction, retention and attrition; advances in technology and treatments that reduce length of stay; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; hospital performance data on quality measures and patient satisfaction, as well as standard charges for services; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; and changing consumer behavior, including with respect to the timing of elective procedures. These considerations apply to year-to-year comparisons as well.
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
(“Hospital Operations”) 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 $613 million and $262 million at March 31, 2020 and December 31, 2019, respectively. At March 31, 2020 and December 31, 2019, our book overdrafts were $225 million and $246 million, respectively, which were classified as accounts payable.
 
At March 31, 2020 and December 31, 2019, $152 million and $176 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 for both periods 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 March 31, 2020 and December 31, 2019, we had $65 million and $136 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $49 million and $119 million, respectively, were included in accounts payable.

During the three months ended March 31, 2020 and 2019, we recorded non-cancellable finance leases of $15 million and $36 million, respectively, and non-cancellable operating leases of $54 million and $28 million, respectively.
Investments in Unconsolidated Affiliates
Investments in Unconsolidated Affiliates

We control 244 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 (107 of 351 at March 31, 2020), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations.
v3.20.1
BASIS OF PRESENTATION (Tables)
3 Months Ended
Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of change in accounting estimate
The following tables present the effects of the change in accounting principle to our financial statements:

Condensed Consolidated Balance Sheets:
 
 
Prior to Change in Accounting Principle
 
Effect of Change in Accounting Principle
 
As Reported
At March 31, 2020:
 
 
 
 
 
 
Deferred income taxes
 
$
259

 
$
4

 
$
263

Professional and general liability reserves
 
$
622

 
$
16

 
$
638

Other long-term liabilities
 
$
1,402

 
$
3

 
$
1,405

Accumulated deficit
 
$
(2,419
)
 
$
(15
)
 
$
(2,434
)
 
 
As Reported
 
Effect of Change in Accounting Principle
 
As Adjusted
At December 31, 2019:
 
 
 
 
 
 
Deferred income taxes
 
$
169

 
$
14

 
$
183

Professional and general liability reserves
 
$
585

 
$
50

 
$
635

Other long-term liabilities
 
$
1,405

 
$
10

 
$
1,415

Accumulated deficit
 
$
(2,467
)
 
$
(46
)
 
$
(2,513
)

Condensed Consolidated Statements of Operations (in millions, except for per-share amounts):
 
 
Prior to Change in Accounting Principle
 
Effect of Change in Accounting Principle
 
As Reported
Three months ended March 31, 2020:
 
 
 
 
 
 
Salaries, wages and benefits
 
$
2,194

 
$
(7
)
 
$
2,187

Other operating expenses, net
 
$
1,047

 
$
(34
)
 
$
1,013

Operating income 
 
$
286

 
$
41

 
$
327

Income tax benefit
 
$
85

 
$
(10
)
 
$
75

Net income
 
$
128

 
$
31

 
$
159

Net income from continuing operations available to Tenet Healthcare Corporation common shareholders
 
$
63

 
$
31

 
$
94

Earnings per share available to Tenet Healthcare Corporation common shareholders from continuing operations:
 
 
 
 
 
 
Basic
 
$
0.60

 
$
0.30

 
$
0.90

Diluted
 
$
0.60

 
$
0.29

 
$
0.89


 
 
As Reported
 
Effect of Change in Accounting Principle
 
As Adjusted
 Three months ended March 31, 2019:
 
 
 
 
 
 
Salaries, wages and benefits
 
$
2,153

 
$
(2
)
 
$
2,151

Other operating expenses, net
 
$
1,073

 
$
(8
)
 
$
1,065

Operating income 
 
$
371

 
$
10

 
$
381

Income tax expense
 
$
(17
)
 
$
(3
)
 
$
(20
)
Net income
 
$
65

 
$
7

 
$
72

Net loss from continuing operations attributable to Tenet Healthcare Corporation common shareholders
 
$
(27
)
 
$
7

 
$
(20
)
Loss per share attributable to Tenet Healthcare Corporation common shareholders from continuing operations:
 
 
 
 
 
 
Basic
 
$
(0.26
)
 
$
0.07

 
$
(0.19
)
Diluted
 
$
(0.26
)
 
$
0.07

 
$
(0.19
)

Condensed Consolidated Statements of Cash Flows:
 
 
Prior to Change in Accounting Principle
 
Effect of Change in Accounting Principle
 
As Reported
Three months ended March 31, 2020:
 
 
 
 
 
 
Net income
 
$
128

 
$
31

 
$
159

Deferred income tax benefit
 
$
(89
)
 
$
10

 
$
(79
)
Accounts payable, accrued expenses and other current liabilities
 
$
(103
)
 
$
(41
)
 
$
(144
)
Net cash provided by operating activities
 
$
129

 
$

 
$
129


 
 
As Reported
 
Effect of Change in Accounting Principle
 
As Adjusted
 Three months ended March 31, 2019:
 
 
 
 
 
 
Net income
 
$
65

 
$
7

 
$
72

Deferred income tax expense
 
$
19

 
$
3

 
$
22

Accounts payable, accrued expenses and other current liabilities
 
$
(109
)
 
$
(10
)
 
$
(119
)
Net cash provided by operating activities
 
$
10

 
$

 
$
10


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 March 31, 2020 and December 31, 2019: 
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
At March 31, 2020:
 
 
 
 
 
 
Capitalized software costs
 
$
1,657

 
$
(948
)
 
$
709

Trade names
 
102

 

 
102

Contracts
 
877

 
(98
)
 
779

Other
 
105

 
(84
)
 
21

Total
 
$
2,741

 
$
(1,130
)
 
$
1,611

 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
 Net Book
Value
At December 31, 2019:
 
 
 
 
 
 
Capitalized software costs
 
$
1,616

 
$
(912
)
 
$
704

Trade names
 
102

 

 
102

Contracts
 
869

 
(94
)
 
775

Other
 
107

 
(86
)
 
21

Total
 
$
2,694

 
$
(1,092
)
 
$
1,602


Schedule of estimated future amortization of intangibles with finite useful lives
Estimated future amortization of intangibles with finite useful lives at March 31, 2020 is as follows: 
 
 
 
 
Nine Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2020
 
2021
 
2022
 
2023
 
2024
 
Amortization of intangible assets
 
$
928

 
$
118

 
$
129

 
$
114

 
$
103

 
$
87

 
$
377


Schedule of equity method investments Summarized financial information for these equity method investees is included in the following table. 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
March 31,
 
 
2020
 
2019
Net operating revenues
 
$
566

 
$
568

Net income
 
$
109

 
$
150

Net income available to the investees
 
$
69

 
$
106


v3.20.1
ACCOUNTS RECEIVABLE (Tables)
3 Months Ended
Mar. 31, 2020
Accounts Receivable Additional Disclosures [Abstract]  
Schedule of components of accounts receivable
The principal components of accounts receivable are shown in the table below: 
 
 
March 31, 2020
 
December 31, 2019
Continuing operations:
 
 

 
 

Patient accounts receivable
 
$
2,521

 
$
2,567

Estimated future recoveries
 
163

 
162

Net cost reports and settlements receivable and valuation allowances
 
37

 
12

 
 
2,721

 
2,741

Discontinued operations
 
1

 
2

Accounts receivable, net 
 
$
2,722

 
$
2,743


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) of caring for our uninsured and charity patients in the three months ended March 31, 2020 and 2019:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Estimated costs for:
 
 

 
 

Uninsured patients
 
$
156

 
$
158

Charity care patients
 
40

 
34

Total
 
$
196

 
$
192

v3.20.1
CONTRACT BALANCES (Tables)
3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
Schedule of opening and closing balances of Company's contract assets
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, 2019
 
$
26

 
$
11

 
$
61

 
$
18

March 31, 2020
 
23

 
7

 
61

 
17

Increase/(decrease)
 
$
(3
)
 
$
(4
)
 
$

 
$
(1
)
 
 
 
 
 
 
 
 
 
December 31, 2018
 
$
42

 
$
11

 
$
61

 
$
20

March 31, 2019
 
90

 
11

 
64

 
20

Increase/(decrease)
 
$
48

 
$

 
$
3

 
$


The opening and closing balances of contract assets for our Hospital Operations segment are as follows:

December 31, 2019
 
$
170

March 31, 2020
 
151

Increase/(decrease)
 
$
(19
)

December 31, 2018
 
$
169

March 31, 2019
 
166

Increase/(decrease)
 
$
(3
)

v3.20.1
ASSETS AND LIABILITIES HELD FOR SALE (Tables)
3 Months Ended
Mar. 31, 2020
Discontinued Operation, Additional Disclosures [Abstract]  
Assets and liabilities classified as held for sale and summary of disposals of significant business components
Assets and liabilities classified as held for sale at March 31, 2020 were comprised of the following:
Accounts receivable
 
$
108

Other current assets
 
26

Investments and other long-term assets
 
6

Property and equipment
 
189

Other intangible assets
 
23

Goodwill
 
42

Current liabilities
 
(41
)
Long-term liabilities
 
(8
)
Net assets held for sale
 
$
345


The following table provides information on significant components of our business that have been recently disposed of or are classified as held for sale at March 31, 2020:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Significant disposals:
 
 
 
 
Income (loss) from continuing operations, before income taxes
 
 
 
 
Chicago area (includes a $6 million loss and a $7 million loss on sale in the 2020 and 2019 periods, respectively)
 
$
(3
)
 
$
(12
)
Total
 
$
(3
)
 
$
(12
)
 
 
 
 
 
Significant planned divestitures classified as held for sale:
 
 
 
 
Income from continuing operations, before income taxes
 
 
 
 
Memphis area
 
$
5

 
$
2

Total
 
$
5

 
$
2


v3.20.1
LONG-TERM DEBT (Tables)
3 Months Ended
Mar. 31, 2020
Long-term Debt and Lease Obligation [Abstract]  
Summary of long-term debt

The table below shows our long-term debt at March 31, 2020 and December 31, 2019:
 
 
March 31, 2020
 
December 31, 2019
Senior unsecured notes:  
 
 

 
 

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:
 
 

 
 

4.625% due 2024
 
1,870

 
1,870

4.625% due 2024
 
600

 
600

4.875% due 2026
 
2,100

 
2,100

5.125% due 2027
 
1,500

 
1,500

Senior secured second lien notes:
 
 
 
 
5.125% due 2025
 
1,410

 
1,410

6.250% due 2027
 
1,500

 
1,500

Senior secured credit facility due 2024
 
500

 

Finance leases and mortgage notes
 
432

 
445

Unamortized issue costs and note discounts
 
(177
)
 
(186
)
Total long-term debt
 
15,247

 
14,751

Less current portion
 
165

 
171

Long-term debt, net of current portion
 
$
15,082

 
$
14,580


v3.20.1
EMPLOYEE BENEFIT PLANS (Tables)
3 Months Ended
Mar. 31, 2020
Defined Benefit Plan [Abstract]  
Summary of stock option activity
The following table summarizes stock option activity during the three months ended March 31, 2020:
 
 
Options
 
Weighted Average
Exercise Price
Per Share
 
Aggregate
Intrinsic Value
 
Weighted Average
Remaining Life
 
 
 
 
 
 
(In Millions)
 
 
Outstanding at December 31, 2019
 
1,960,992

 
$
20.24

 
 
 
 
Exercised
 
(27,167
)
 
19.54

 
 
 
 
Outstanding at March 31, 2020
 
1,933,825

 
$
20.25

 
$

 
5.9 years
Vested and expected to vest at March 31, 2020
 
1,933,825

 
$
20.25

 
$

 
5.9 years
Exercisable at March 31, 2020
 
1,242,956

 
$
18.34

 
$

 
4.9 years

Schedule of assumptions used to determine fair value of stock options This fair value was calculated based on each grant date, using a Monte Carlo simulation with the following assumptions:
 
 
March 29, 2019
 
February 27, 2019
Expected volatility
 
48%
 
48%
Expected dividend yield
 
0%
 
0%
Expected life
 
6.2 years
 
6.2 years
Expected forfeiture rate
 
0%
 
0%
Risk-free interest rate
 
2.26%
 
2.53%

Summary of information about stock options by range of exercise prices
The following table summarizes information about our outstanding stock options at March 31, 2020:
 
 
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
 
1,201,289

 
5.0 years
 
$
18.12

 
1,201,289

 
$
18.12

$19.76 to $35.430
 
732,536

 
7.3 years
 
23.75

 
41,667

 
24.83

 
 
1,933,825

 
5.9 years
 
$
20.25

 
1,242,956

 
$
18.34


Summary of restricted stock unit activity
The following table summarizes restricted stock unit activity during the three months ended March 31, 2020
 
 
Restricted Stock Units
 
Weighted Average Grant
Date Fair Value Per Unit
Unvested at December 31, 2019
 
1,463,499

 
$
25.08

Granted
 
1,423,953

 
29.05

Vested
 
(394,281
)
 
25.28

Forfeited
 
(14,587
)
 
24.80

Unvested at March 31, 2020
 
2,478,584

 
$
27.33


v3.20.1
EQUITY (Tables)
3 Months Ended
Mar. 31, 2020
Stockholders' Equity Note [Abstract]  
Schedule of changes in consolidated equity
The following tables show the changes in consolidated equity during the three months ended March 31, 2020 and 2019 (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, 2019
 
104,197

 
$
7

 
$
4,760

 
$
(257
)
 
$
(2,513
)
 
$
(2,414
)
 
$
854

 
$
437

Net income
 

 

 

 

 
93

 

 
32

 
125

Distributions paid to noncontrolling interests
 

 

 

 

 

 

 
(40
)
 
(40
)
Other comprehensive income
 

 

 

 
1

 

 

 

 
1

Accretion of redeemable noncontrolling interests
 

 

 
(1
)
 

 

 

 

 
(1
)
Purchases (sales) of businesses and noncontrolling interests
 

 

 
(30
)
 

 

 

 
15

 
(15
)
Cumulative effect of accounting change
 

 

 

 

 
(14
)
 

 

 
(14
)
Stock-based compensation expense, tax benefit and issuance of common stock
 
331

 

 
10

 

 

 

 

 
10

Balances at March 31, 2020
 
104,528

 
$
7

 
$
4,739

 
$
(256
)
 
$
(2,434
)
 
$
(2,414
)
 
$
861

 
$
503


 
 
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
)
 
$
(2,299
)
 
$
(2,414
)
 
$
806

 
$
624

Net income (loss)
 

 

 

 

 
(12
)
 

 
37

 
25

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
)
 
$
(2,310
)
 
$
(2,414
)
 
$
808

 
$
618


v3.20.1
NET OPERATING REVENUES (Tables)
3 Months Ended
Mar. 31, 2020
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
March 31,
 
 
2020
 
2019
Hospital Operations:
 
 
 
 
Net patient service revenues from hospitals and related outpatient facilities
 
 
 
 
Medicare
 
$
705

 
$
758

Medicaid
 
281

 
314

Managed care
 
2,321

 
2,354

Uninsured
 
40

 
1

Indemnity and other
 
193

 
155

Total
 
3,540

 
3,582

Other revenues(1)
 
294

 
280

Hospital Operations total prior to inter-segment eliminations
 
3,834

 
3,862

Ambulatory Care
 
490

 
480

Conifer
 
332

 
349

Inter-segment eliminations
 
(136
)
 
(146
)
Net operating revenues
 
$
4,520

 
$
4,545


 
 
 
(1)
 Primarily physician practices revenues.


The table below shows the composition of net operating revenues for our Ambulatory Care segment:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Net patient service revenues
 
$
464

 
$
451

Management fees
 
21

 
23

Revenue from other sources
 
5

 
6

Net operating revenues
 
$
490

 
$
480


The table below shows the composition of net operating revenues for our Conifer segment:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Revenue cycle services – Tenet
 
$
134

 
$
142

Revenue cycle services – other customers
 
176

 
180

Other services – Tenet
 
2

 
4

Other services – other customers
 
20

 
23

Net operating revenues
 
$
332

 
$
349


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 Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed-fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032.
 
 
 
 
Nine Months
Ending
 
Years Ending
 
Later Years
 
 
 
 
December 31,
 
 
 
Total
 
2020
 
2021
 
2022
 
2023
 
2024
 
Performance obligations
 
$
7,366

 
$
463

 
$
614

 
$
614

 
$
614

 
$
562

 
$
4,499


v3.20.1
CLAIMS AND LAWSUITS (Tables)
3 Months Ended
Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Reconciliations of legal settlements and related costs
The following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded in continuing operations during the three months ended March 31, 2020 and 2019. 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
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2020
 
$
86

 
$
2

 
$
(2
)
 
$
86

Three Months Ended March 31, 2019
 
$
8

 
$
13

 
$
(8
)
 
$
13


v3.20.1
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables)
3 Months Ended
Mar. 31, 2020
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 three months ended March 31, 2020 and 2019:
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Balances at beginning of period 
 
$
1,506

 
$
1,420

Net income
 
34

 
47

Distributions paid to noncontrolling interests
 
(36
)
 
(37
)
Accretion of redeemable noncontrolling interests
 
1

 
5

Purchases and sales of businesses and noncontrolling interests, net
 
21

 
4

Balances at end of period 
 
$
1,526

 
$
1,439

 
The following tables show the composition by segment of our redeemable noncontrolling interests balances at March 31, 2020 and December 31, 2019, as well as our net income available to redeemable noncontrolling interests for the three months ended March 31, 2020 and 2019:
 
 
March 31, 2020
 
December 31, 2019
Hospital Operations
 
$
380

 
$
383

Ambulatory Care
 
784

 
777

Conifer
 
362

 
346

Redeemable noncontrolling interests
 
$
1,526

 
$
1,506

 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Hospital Operations
 
$
(9
)
 
$
(6
)
Ambulatory Care
 
27

 
33

Conifer
 
16

 
20

Net income available to redeemable noncontrolling interests
 
$
34

 
$
47


v3.20.1
INCOME TAXES (Tables)
3 Months Ended
Mar. 31, 2020
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
March 31,
 
 
2020
 
2019
Tax expense at statutory federal rate of 21%
 
$
18

 
$
18

State income taxes, net of federal income tax benefit
 
5

 
3

Tax attributable to noncontrolling interests
 
(14
)
 
(17
)
Nontaxable gains
 
3

 
(1
)
Stock-based compensation
 

 
(1
)
Change in valuation allowance
 
(90
)
 
24

Other items
 
3

 
(6
)
Income tax expense (benefit)
 
$
(75
)
 
$
20


v3.20.1
EARNINGS (LOSS) PER COMMON SHARE (Tables)
3 Months Ended
Mar. 31, 2020
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 months ended March 31, 2020 and 2019. 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 March 31, 2020
 
 

 
 

 
 

Net income available to Tenet Healthcare Corporation common shareholders
for basic earnings per share
 
$
94

 
104,353

 
$
0.90

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

 
1,380

 
(0.01
)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
 
$
94

 
105,733

 
$
0.89

 
 
 
 
 
 
 
Three Months Ended March 31, 2019
 
 

 
 

 
 

Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share
 
$
(20
)
 
102,788

 
$
(0.19
)
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
 
$
(20
)
 
102,788

 
$
(0.19
)

v3.20.1
FAIR VALUE MEASUREMENTS (Tables)
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Schedule of assets and liabilities measured at fair value on a recurring basis The following tables present this information and indicate the fair value hierarchy of the valuation techniques we utilized to determine such fair values. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability, such as internal estimates of future cash flows.
 
 
March 31, 2020
 
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
 
$
394

 
$

 
$
394

 
$


 
 
December 31, 2019
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Long-lived assets held for sale
 
$
387

 
$

 
$
387

 
$


v3.20.1
ACQUISITIONS (Tables)
3 Months Ended
Mar. 31, 2020
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 three months ended March 31, 2020 and 2019 are as follows: 
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Current assets
 
$
6

 
$
2

Property and equipment
 
8

 
5

Other intangible assets
 
8

 
1

Goodwill
 
83

 
3

Other long-term assets, including previously held equity method investments
 
5

 
(1
)
Current liabilities
 
(8
)
 

Long-term liabilities
 
(6
)
 
(1
)
Redeemable noncontrolling interests in equity of consolidated subsidiaries
 
(30
)
 
(1
)
Noncontrolling interests
 
(11
)
 
(1
)
Cash paid, net of cash acquired
 
(55
)
 
(2
)
Gains on consolidations
 
$

 
$
5


v3.20.1
SEGMENT INFORMATION (Tables)
3 Months Ended
Mar. 31, 2020
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:
 
 
March 31,
2020
 
December 31,
2019
Assets:
 
 

 
 

Hospital Operations
 
$
16,543

 
$
16,196

Ambulatory Care
 
6,319

 
6,195

Conifer
 
961

 
974

Total 
 
$
23,823

 
$
23,365


Reconciliation of other significant reconciling items from segments to consolidated
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Capital expenditures:
 
 

 
 

Hospital Operations
 
$
167

 
$
170

Ambulatory Care
 
11

 
20

Conifer
 
4

 
2

Total 
 
$
182

 
$
192

 
 
 
 
 
Net operating revenues:
 
 

 
 

Hospital Operations total prior to inter-segment eliminations
 
$
3,834

 
$
3,862

Ambulatory Care
 
490

 
480

Conifer
 
 

 
 

Tenet
 
136

 
146

Other clients
 
196

 
203

Total Conifer revenues
 
332

 
349

Inter-segment eliminations
 
(136
)
 
(146
)
Total 
 
$
4,520

 
$
4,545

 
 
 
 
 
Equity in earnings of unconsolidated affiliates:
 
 

 
 

Hospital Operations
 
$
2

 
$
3

Ambulatory Care
 
26

 
31

Total 
 
$
28

 
$
34

 
 
 
 
 
Adjusted EBITDA:
 
 

 
 

Hospital Operations
 
$
342

 
$
347

Ambulatory Care
 
156

 
177

Conifer
 
87

 
99

Total 
 
$
585

 
$
623

 
 
 
 
 
Depreciation and amortization:
 
 

 
 

Hospital Operations
 
$
175

 
$
179

Ambulatory Care
 
19

 
18

Conifer
 
9

 
11

Total 
 
$
203

 
$
208


 
 
Three Months Ended
March 31,
 
 
2020
 
2019
Adjusted EBITDA
 
$
585

 
$
623

Loss from divested and closed businesses
(i.e., the Company’s health plan businesses)
 

 
(1
)
Depreciation and amortization
 
(203
)
 
(208
)
Impairment and restructuring charges, and acquisition-related costs
 
(55
)
 
(19
)
Litigation and investigation costs
 
(2
)
 
(13
)
Interest expense
 
(243
)
 
(251
)
Loss from early extinguishment of debt
 

 
(47
)
Other non-operating expense, net
 
1

 
1

Net gains (losses) on sales, consolidation and deconsolidation of facilities
 
2

 
(1
)
Income from continuing operations, before income taxes
 
$
85

 
$
84



v3.20.1
BASIS OF PRESENTATION - Description of Business and Basis of Presentation (Details)
$ in Millions
3 Months Ended
Mar. 31, 2020
hospital
center
Jan. 01, 2020
USD ($)
Jan. 01, 2019
USD ($)
Business Acquisition      
Number of hospitals operated by subsidiaries | hospital 65    
Number of healthcare facilities | center 510    
Cumulative effect of accounting change   $ 14 $ (1)
Minimum | Accounting Standards Update 2016-13      
Business Acquisition      
Cumulative effect of accounting change   $ 14  
v3.20.1
BASIS OF PRESENTATION - Professional and General Liability Reserves (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Dec. 31, 2018
Jan. 01, 2017
Change in Accounting Estimate [Line Items]          
Deferred income taxes $ 263   $ 183    
Professional and general liability reserves 638   635    
Other long-term liabilities 1,405   1,415    
Accumulated deficit 2,434   2,513    
Salaries, wages and benefits 2,187 $ 2,151      
Other operating expenses, net 1,013 1,065      
Operating income 327 381      
Income tax benefit (expense) 75 (20)      
Net income 159 72      
Net income (loss) from continuing operations attributable to Tenet Healthcare Corporation common shareholders $ 94 $ (20)      
Earnings (loss) per share attributable to Tenet Healthcare Corporate common shareholders from continuing operations, Basic (in dollars per share) $ 0.90 $ (0.19)      
Earnings (loss) per share attributable to Tenet Healthcare Corporation common shareholders from continuing operations, Diluted (in dollars per share) $ 0.89 $ (0.19)      
Deferred income tax (benefit) expense $ (79) $ 22      
Accounts payable, accrued expenses and other current liabilities (144) (119)      
Net cash provided by operating activities 129 10      
Change in Accounting Method Accounted for as Change in Estimate          
Change in Accounting Estimate [Line Items]          
Accumulated deficit   56 46 $ 63 $ 44
Prior to Change in Accounting Principle/As Reported          
Change in Accounting Estimate [Line Items]          
Deferred income taxes 259   169    
Professional and general liability reserves 622   585    
Other long-term liabilities 1,402   1,405    
Accumulated deficit 2,419   2,467    
Salaries, wages and benefits 2,194 2,153      
Other operating expenses, net 1,047 1,073      
Operating income 286 371      
Income tax benefit (expense) 85 (17)      
Net income 128 65      
Net income (loss) from continuing operations attributable to Tenet Healthcare Corporation common shareholders $ 63 $ (27)      
Earnings (loss) per share attributable to Tenet Healthcare Corporate common shareholders from continuing operations, Basic (in dollars per share) $ 0.60 $ (0.26)      
Earnings (loss) per share attributable to Tenet Healthcare Corporation common shareholders from continuing operations, Diluted (in dollars per share) $ 0.60 $ (0.26)      
Deferred income tax (benefit) expense $ (89) $ 19      
Accounts payable, accrued expenses and other current liabilities (103) (109)      
Net cash provided by operating activities 129 10      
Effect of Change in Accounting Principle | Change in Accounting Method Accounted for as Change in Estimate          
Change in Accounting Estimate [Line Items]          
Deferred income taxes 4   14    
Professional and general liability reserves 16   50    
Other long-term liabilities 3   10    
Accumulated deficit 15   $ 46    
Salaries, wages and benefits (7) (2)      
Other operating expenses, net (34) (8)      
Operating income 41 10      
Income tax benefit (expense) (10) (3)      
Net income 31 7      
Net income (loss) from continuing operations attributable to Tenet Healthcare Corporation common shareholders $ 31 $ 7      
Earnings (loss) per share attributable to Tenet Healthcare Corporate common shareholders from continuing operations, Basic (in dollars per share) $ 0.30 $ 0.07      
Earnings (loss) per share attributable to Tenet Healthcare Corporation common shareholders from continuing operations, Diluted (in dollars per share) $ 0.29 $ 0.07      
Deferred income tax (benefit) expense $ 10 $ 3      
Accounts payable, accrued expenses and other current liabilities (41) (10)      
Net cash provided by operating activities $ 0 $ 0      
v3.20.1
BASIS OF PRESENTATION - Cash and Cash Equivalents (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Cash and Cash Equivalents      
Cash and cash equivalents $ 613   $ 262
Accrued property and equipment purchases for items received but not yet paid 65   136
Non-cancellable finance leases entered into 15 $ 36  
Non-cancellable operating leases liability entered into 54 $ 28  
Captive insurance subsidiaries      
Cash and Cash Equivalents      
Cash and cash equivalents 152   176
Health plan-related businesses      
Cash and Cash Equivalents      
Cash and cash equivalents 2   2
Accounts payable      
Cash and Cash Equivalents      
Book overdrafts classified as accounts payable 225   246
Accrued property and equipment purchases for items received but not yet paid $ 49   $ 119
v3.20.1
BASIS OF PRESENTATION - Other Intangible Assets (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Other intangible assets    
Gross Carrying Amount $ 2,741 $ 2,694
Accumulated Amortization (1,130) (1,092)
Net Book Value 1,611 1,602
Capitalized software costs    
Other intangible assets    
Gross Carrying Amount 1,657 1,616
Accumulated Amortization (948) (912)
Net Book Value 709 704
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 877 869
Accumulated Amortization (98) (94)
Net Book Value 779 775
Other    
Other intangible assets    
Gross Carrying Amount 105 107
Accumulated Amortization (84) (86)
Net Book Value $ 21 $ 21
v3.20.1
BASIS OF PRESENTATION - Amortization of Intangible Assets (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Amortization of intangible assets    
Total $ 928  
Nine Months Ending 2020 118  
Year Ending 2021 129  
Year Ending 2022 114  
Year Ending 2023 103  
Year Ending 2024 87  
Later Years 377  
Amortization expense $ 41 $ 45
v3.20.1
BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details)
$ in Millions
3 Months Ended
Mar. 31, 2020
USD ($)
hospital
Mar. 31, 2019
USD ($)
Schedule of Equity Method Investments [Line Items]    
Investee results reflected (percent) 1  
Net operating revenues | $ $ 566 $ 568
Net income | $ 109 150
Net income available to the investees | $ $ 69 $ 106
Ambulatory Care    
Schedule of Equity Method Investments [Line Items]    
Number of outpatient centers recorded not using equity method | hospital 244  
Number of outpatient centers recorded using equity method | hospital 107  
Number of outpatient centers | hospital 351  
v3.20.1
ACCOUNTS RECEIVABLE - Components (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Accounts receivable and allowance for doubtful accounts    
Accounts receivable, net $ 2,722 $ 2,743
Continuing operations:    
Accounts receivable and allowance for doubtful accounts    
Patient accounts receivable 2,521 2,567
Estimated future recoveries 163 162
Net cost reports and settlements receivable and valuation allowances 37 12
Accounts receivable, net 2,721 2,741
Discontinued operations    
Accounts receivable and allowance for doubtful accounts    
Accounts receivable, net $ 1 $ 2
v3.20.1
ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Accounts receivable and allowance for doubtful accounts    
Receivables, current $ 2,722 $ 2,743
Payables, current 1,079 1,204
California's Provider Fee Program | Other current assets    
Accounts receivable and allowance for doubtful accounts    
Receivables, current 257 316
California's Provider Fee Program | Other assets    
Accounts receivable and allowance for doubtful accounts    
Receivables, noncurrent 284 213
California's Provider Fee Program | Other current liabilities    
Accounts receivable and allowance for doubtful accounts    
Payables, current 126 115
California's Provider Fee Program | Other long-term liabilities    
Accounts receivable and allowance for doubtful accounts    
Payables, noncurrent $ 65 $ 57
v3.20.1
ACCOUNTS RECEIVABLE - Allowance (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Accounts receivable and allowance for doubtful accounts    
Estimated costs of caring $ 196 $ 192
Uninsured patients    
Accounts receivable and allowance for doubtful accounts    
Estimated costs of caring 156 158
Charity care patients    
Accounts receivable and allowance for doubtful accounts    
Estimated costs of caring $ 40 $ 34
v3.20.1
CONTRACT BALANCES - Hospital Operations and Other Segment (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Receivables    
Percentage of contract assets that meet the conditions for unconditional right to payment (percentage) 85.00%  
Hospital Operations And Other Total Prior To Inter-Segment Eliminations    
Receivables    
Balance at beginning of period $ 170 $ 169
Balance at end of period 151 166
Increase/(decrease) $ (19) $ (3)
v3.20.1
CONTRACT BALANCES - Conifer Segment (Details) - Conifer - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Receivables    
Beginning balance $ 26 $ 42
Ending balance 23 90
Increase/(decrease) (3) 48
Contract Asset-Unbilled Revenue    
Beginning balance 11 11
Ending balance 7 11
Increase/(decrease) (4) 0
Contract Liability-Current Deferred Revenue    
Balance at beginning of period 61 61
Balance at end of period 61 64
Contract Liability-Long-term Deferred Revenue    
Balance at beginning of period 18 20
Balance at end of period 17 20
Amount of revenue recognized included in current deferred revenue liability 54 49
Short-term Contract with Customer    
Contract Liability-Current Deferred Revenue    
Increase/(decrease) 0 3
Contract Liability-Long-term Deferred Revenue    
Increase/(decrease) 0 3
Long-term Contract with Customer    
Contract Liability-Current Deferred Revenue    
Increase/(decrease) (1) 0
Contract Liability-Long-term Deferred Revenue    
Increase/(decrease) $ (1) $ 0
v3.20.1
CONTRACT BALANCES - Contract Costs (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]      
Amortization expense $ 1 $ 1  
Unamortized customer contract costs $ 25   $ 25
v3.20.1
ASSETS AND LIABILITIES HELD FOR SALE (Details) - Memphis Area - Disposal Group, Held-for-sale, Not Discontinued Operations
$ in Millions
3 Months Ended
Dec. 31, 2019
hospital
Mar. 31, 2020
USD ($)
Current Assets and Liabilities Held for Sale    
Number of hospitals | hospital 2  
Assets held for sale   $ 394
Liabilities held for sale   $ 49
v3.20.1
ASSETS AND LIABILITIES HELD FOR SALE - Schedule of Assets and Liabilities Held for Sale (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Current liabilities $ (49) $ (44)
Discontinued Operations, Held-for-sale    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Accounts receivable 108  
Other current assets 26  
Investments and other long-term assets 6  
Property and equipment 189  
Other intangible assets 23  
Goodwill 42  
Current liabilities (41)  
Long-term liabilities (8)  
Net assets held for sale $ 345  
v3.20.1
ASSETS AND LIABILITIES HELD FOR SALE - Significant Disposals (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
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 $ (3) $ (12)
Disposal Group, Held-for-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 5 2
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 (3) (12)
Loss on sale of business 6 7
Memphis Area | Disposal Group, Held-for-sale, Not Discontinued Operations    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Income (loss) from continuing operations, before income taxes $ 5 $ 2
v3.20.1
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details)
$ in Millions
3 Months Ended
Mar. 31, 2020
USD ($)
segment
Mar. 31, 2019
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Impairment and restructuring charges, and acquisition-related costs $ 55 $ 19
Restructuring charges 54 16
Acquisition costs 1 2
Employee severance costs 10 7
Contract and lease termination costs 1 1
Other restructuring costs $ 5 8
Impairment charges   1
Number of reportable segments | segment 3  
Global Business Center In The Republic Of Philippines    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Restructuring charges $ 15  
USPI Management Equity Plan    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Restructuring charges 23  
Series of individual business acquisitions    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Acquisition-related transaction costs $ 1 $ 2
v3.20.1
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
LONG-TERM DEBT AND LEASE OBLIGATIONS    
Finance leases and mortgage notes $ 432 $ 445
Total long-term debt 15,247 14,751
Less current portion 165 171
Long-term debt, net of current portion 15,082 14,580
Senior Notes    
LONG-TERM DEBT AND LEASE OBLIGATIONS    
Unamortized issue costs and note discounts (177) (186)
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 | 4.625% 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 $ 600 600
Stated interest rate, percentage 4.625%  
Senior Notes | 4.875% due 2026    
LONG-TERM DEBT AND LEASE OBLIGATIONS    
Carrying amount $ 2,100 2,100
Stated interest rate, percentage 4.875%  
Senior Notes | 5.125% due 2027    
LONG-TERM DEBT AND LEASE OBLIGATIONS    
Carrying amount $ 1,500 1,500
Stated interest rate, percentage 5.125%  
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 1,500
Stated interest rate, percentage 6.25%  
Senior secured credit facility due 2024    
LONG-TERM DEBT AND LEASE OBLIGATIONS    
Carrying amount $ 500 $ 0
v3.20.1
LONG-TERM DEBT - Credit Agreement and Letter of Credit Facility (Details) - USD ($)
1 Months Ended 3 Months Ended 11 Months Ended 41 Months Ended
Apr. 24, 2020
May 24, 2020
Mar. 31, 2020
Apr. 23, 2021
Sep. 12, 2024
Dec. 31, 2019
Credit Agreement            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Revolving credit facility, maximum borrowing capacity (up to)     $ 1,500,000,000      
Line of credit facility, subfacility maximum available capacity     200,000,000      
Carrying amount     $ 500,000,000      
Interest rate on cash borrowings outstanding under the Credit Agreement (percentage)     1.894%      
Standby letters of credit outstanding     $ 1,000,000      
Amount available for borrowing under revolving credit facility     $ 999,000,000      
Credit Agreement | Minimum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Margin on variable rate (percentage)     0.25%      
Credit Agreement | Maximum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Unused commitment fee (percentage)     0.375%      
Senior secured credit facility due 2024            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Revolving credit facility, maximum borrowing capacity (up to)     $ 200,000,000     $ 180,000,000
Carrying amount     500,000,000     $ 0
Standby letters of credit outstanding     $ 91,000,000      
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%      
Senior secured credit facility due 2024 | Maximum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Number of business days after notice, for reimbursement of amount drawn     3 days      
Subsequent event | Credit Agreement            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Revolving credit facility, maximum borrowing capacity (up to) $ 1,900,000,000          
Period in which certain debt covenants are increased 364 days          
Subsequent event | Credit Agreement | Minimum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Unused commitment fee (percentage) 0.25%          
Subsequent event | Credit Agreement | Maximum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Unused commitment fee (percentage) 0.375%          
Subsequent event | Credit Agreement | Base rate            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Margin on variable rate (percentage)   0.75%        
Subsequent event | Credit Agreement | Base rate | Minimum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Margin on variable rate (percentage)       0.50% 0.25%  
Subsequent event | Credit Agreement | Base rate | Maximum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Margin on variable rate (percentage)       1.00% 0.75%  
Subsequent event | Credit Agreement | LIBOR            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Margin on variable rate (percentage)   1.75%        
Subsequent event | Credit Agreement | LIBOR | Minimum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Margin on variable rate (percentage)       1.50% 1.25%  
Subsequent event | Credit Agreement | LIBOR | Maximum            
LONG-TERM DEBT AND LEASE OBLIGATIONS            
Margin on variable rate (percentage)       2.00% 1.75%  
v3.20.1
GUARANTEES (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Income and Revenue Collection Guarantee  
GUARANTEES  
Maximum potential amount of future payments under guarantees $ 187
Income and Revenue Collection Guarantee | Other current liabilities  
GUARANTEES  
Liability for the fair value of guarantees 163
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
v3.20.1
EMPLOYEE BENEFIT PLANS (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation costs, pretax $ 13 $ 11  
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expiration period from the date of grant 10 years    
Vesting period 3 years    
Award vesting percentage 33.33%    
Restricted Stock Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Contractual right to receive shares of common stock for a stock based award (in shares) 1    
Vesting period 3 years    
Award vesting percentage 33.33%    
Stock Incentive Plan 2008      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares available for issuance under the plan (in shares)     6,100,000
v3.20.1
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Feb. 26, 2020
Mar. 29, 2019
Feb. 27, 2019
Mar. 31, 2020
Mar. 31, 2019
Weighted Average Remaining Life          
Unrecognized compensation costs related to stock options       $ 3  
Weighted average estimated fair value of awards granted (in dollars per share)         $ 12.50
Assumptions used to calculate fair value of awards granted to top eleven employees          
Expected dividend yield     0.00%    
Expected life     6 years 2 months 12 days    
Expected forfeiture rate     0.00%    
Risk-free interest rate     2.53%    
Stock Options          
Options          
Outstanding at the beginning of the period (in shares)       1,960,992  
Exercised (in shares)       (27,167) (76,159)
Outstanding at the end of the period (in shares)       1,933,825  
Vested and expected to vest at the end of the period (in shares)       1,933,825  
Exercisable at the end of the period (in shares)       1,242,956  
Weighted Average Exercise Price Per Share          
Outstanding at the beginning of the period (in dollars per share)       $ 20.24  
Exercised (in dollars per share)       19.54  
Outstanding at the end of the period (in dollars per share)       20.25  
Vested and expected to vest at the end of the period (in dollars per share)       20.25  
Exercisable at the end of the period (in dollars per share)       $ 18.34  
Aggregate Intrinsic Value          
Outstanding at the end of the period       $ 0  
Vested and expected to vest at the end of the period       0  
Exercisable at the end of the period       $ 0  
Weighted Average Remaining Life          
Outstanding at the end of the period       5 years 10 months 24 days  
Vested and expected to vest at the end of the period       5 years 10 months 24 days  
Exercisable at the end of the period       4 years 10 months 24 days  
Exercised (in shares)       27,167 76,159
Aggregate Intrinsic value of awards exercised       $ 1 $ 1
Period for recognition of unrecognized compensation costs       1 year 4 months 24 days  
Expiration period from the date of grant       10 years  
Assumptions used to calculate fair value of awards granted to top eleven employees          
Expected volatility   48.00% 48.00%    
Expected dividend yield   0.00%      
Expected life   6 years 2 months 12 days      
Expected forfeiture rate   0.00%      
Risk-free interest rate   2.26%      
Performance-based Stock Options | Senior Officers          
Weighted Average Remaining Life          
Granted (in shares)   7,862 222,851    
Target closing stock price (in dollars per share)   $ 36.05      
Stock price premium   25.00%      
Share price (in dollars per share)   $ 28.84      
Vesting date of grant anniversary subject to specific conditions 3 years 3 years 3 years    
Number of consecutive trading days (at least)   20 days      
Non-Performance Employee Stock Option | Senior Officers          
Weighted Average Remaining Life          
Target closing stock price (in dollars per share)     $ 35.33    
Stock price premium     25.00%    
Share price (in dollars per share)     $ 28.26    
Vesting date of grant anniversary subject to specific conditions     3 years    
Expiration period from the date of grant 10 years 10 years 10 years    
Number of consecutive trading days (at least) 20 days 20 days 20 days    
v3.20.1
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options
3 Months Ended
Mar. 31, 2020
$ / shares
shares
Options Outstanding  
Number of Options Outstanding (in shares) | shares 1,933,825
Weighted Average Remaining Contractual Life 5 years 10 months 24 days
Weighted Average Exercise Price (in dollars per share) $ 20.25
Options Exercisable  
Number of Options Exercisable (in shares) | shares 1,242,956
Weighted Average Exercise Price (in dollars per share) $ 18.34
$16.43 to $19.759  
Options Outstanding  
Number of Options Outstanding (in shares) | shares 1,201,289
Weighted Average Remaining Contractual Life 5 years
Weighted Average Exercise Price (in dollars per share) $ 18.12
Options Exercisable  
Number of Options Exercisable (in shares) | shares 1,201,289
Weighted Average Exercise Price (in dollars per share) $ 18.12
$19.76 to $35.430  
Options Outstanding  
Number of Options Outstanding (in shares) | shares 732,536
Weighted Average Remaining Contractual Life 7 years 3 months 18 days
Weighted Average Exercise Price (in dollars per share) $ 23.75
Options Exercisable  
Number of Options Exercisable (in shares) | shares 41,667
Weighted Average Exercise Price (in dollars per share) $ 24.83
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
v3.20.1
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details) - Restricted Stock Units
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2020
USD ($)
quarter
$ / shares
shares
Mar. 31, 2019
quarter
shares
Restricted Stock Units    
Unvested at the beginning of the period (in shares) 1,463,499  
Granted (in shares) 1,423,953 1,128,005
Vested (in shares) (394,281)  
Forfeited (in shares) (14,587)  
Unvested at the end of the period (in shares) 2,478,584  
Weighted Average Grant Date Fair Value Per Unit    
Unvested at the beginning of the period (in dollars per share) | $ / shares $ 25.08  
Granted (in dollars per share) | $ / shares 29.05  
Vested (in dollars per share) | $ / shares 25.28  
Forfeited (in dollars per share) | $ / shares 24.80  
Unvested at the end of the period (in dollars per share) | $ / shares $ 27.33  
Award vesting percentage 33.33%  
Unrecognized compensation costs | $ $ 48  
Vesting period 3 years  
Period for recognition of unrecognized compensation costs 2 years 3 months 18 days  
Time based vesting, three year period from grant date    
Restricted Stock Units    
Granted (in shares) 493,929 243,506
Weighted Average Grant Date Fair Value Per Unit    
Vesting date of grant anniversary subject to specific conditions 3 years 3 years
Time based vesting, four year period from grant date    
Restricted Stock Units    
Granted (in shares) 104,167  
Weighted Average Grant Date Fair Value Per Unit    
Vesting date of grant anniversary subject to specific conditions 4 years  
Third anniversary vesting date    
Weighted Average Grant Date Fair Value Per Unit    
Number of restricted stock units vested on third anniversary of grant date (in shares)   318,327
Vesting period 3 years 3 years
Eleven quarter vesting period    
Restricted Stock Units    
Granted (in shares) 359,713  
Weighted Average Grant Date Fair Value Per Unit    
Vesting period, quarterly periods | quarter 11  
Performance based vesting on the third anniversary    
Restricted Stock Units    
Granted (in shares) 386,016  
Performance based vesting over a four year period | Officer    
Restricted Stock Units    
Granted (in shares) 80,128  
Performance based vesting    
Weighted Average Grant Date Fair Value Per Unit    
Award vesting performance period 3 years  
Performance based vesting | Minimum    
Weighted Average Grant Date Fair Value Per Unit    
Award vesting percentage 0.00%  
Performance based vesting | Maximum    
Weighted Average Grant Date Fair Value Per Unit    
Award vesting percentage 200.00%  
Nine quarter vesting period    
Restricted Stock Units    
Granted (in shares)   566,172
Weighted Average Grant Date Fair Value Per Unit    
Vesting period, quarterly periods | quarter   9
v3.20.1
EMPLOYEE BENEFIT PLANS - USPI Management Equity Plan (Details) - USPI Management Equity Plan - USD ($)
$ in Millions
1 Months Ended 3 Months Ended
Feb. 24, 2020
Mar. 31, 2020
Restricted Non-Voting Common Stock    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Awards granted in the period (in shares)   2,444,049
Restricted Non-Voting Common Stock | Tranche One    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting percentage   20.00%
Restricted Non-Voting Common Stock | Tranche Two    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting percentage   40.00%
Nonqualified Plan | Equity Option    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Repurchase of al vested options and all shares of USPI stock acquired upon exercise of an option $ 35  
v3.20.1
EMPLOYEE BENEFIT PLANS - Employee Retirement Plans (Details)
$ in Millions
3 Months Ended
Mar. 31, 2020
USD ($)
plan
Mar. 31, 2019
USD ($)
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 $ 1
Other non-operating income (expense), net    
Employee Retirement Plans    
Other components $ 2 $ 5
v3.20.1
EQUITY - Changes in Shareholders' Equity (Details) - USD ($)
shares in Thousands, $ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Jan. 01, 2020
Jan. 01, 2019
Changes in Shareholders' Equity        
Balances, beginning of period $ 437 $ 624    
Net income 125 25    
Distributions paid to noncontrolling interests (40) (37)    
Other comprehensive income 1 2    
Accretion of redeemable noncontrolling interests (1) (5)    
Purchases (sales) of businesses and noncontrolling interests (15) 0    
Cumulative effect of accounting change     $ (14) $ 1
Stock-based compensation expense, tax benefit and issuance of common stock 10 8    
Balances, end of period $ 503 $ 618    
Common Stock        
Changes in Shareholders' Equity        
Balances, beginning of period (in shares) 104,197 102,537    
Balances, beginning of period $ 7 $ 7    
Stock-based compensation expense, tax benefit and issuance of common stock (in shares) 331 543    
Balances, end of period (in shares) 104,528 103,080    
Balances, end of period $ 7 $ 7    
Additional Paid-In Capital        
Changes in Shareholders' Equity        
Balances, beginning of period 4,760 4,747    
Accretion of redeemable noncontrolling interests (1) (5)    
Purchases (sales) of businesses and noncontrolling interests (30) (2)    
Stock-based compensation expense, tax benefit and issuance of common stock 10 8    
Balances, end of period 4,739 4,748    
Accumulated Other Comprehensive Loss        
Changes in Shareholders' Equity        
Balances, beginning of period (257) (223)    
Other comprehensive income 1 2    
Cumulative effect of accounting change       0
Balances, end of period (256) (221)    
Accumulated Deficit        
Changes in Shareholders' Equity        
Balances, beginning of period (2,513) (2,299)    
Net income 93 (12)    
Cumulative effect of accounting change     $ (14) $ 1
Balances, end of period (2,434) (2,310)    
Treasury Stock        
Changes in Shareholders' Equity        
Balances, beginning of period (2,414) (2,414)    
Stock-based compensation expense, tax benefit and issuance of common stock   0    
Balances, end of period (2,414) (2,414)    
Noncontrolling Interests        
Changes in Shareholders' Equity        
Balances, beginning of period 854 806    
Net income 32 37    
Distributions paid to noncontrolling interests (40) (37)    
Purchases (sales) of businesses and noncontrolling interests 15 2    
Balances, end of period $ 861 $ 808    
v3.20.1
EQUITY - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders equity balance $ 503 $ 618 $ 437 $ 624
Net income 125 25    
Noncontrolling Interests        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders equity balance 861 808 854 $ 806
Net income 32 37    
Noncontrolling Interests | Hospital Operations        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders equity balance 116   114  
Net income 2 2    
Noncontrolling Interests | Ambulatory Care        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders equity balance 745   $ 740  
Net income $ 30 $ 35    
v3.20.1
NET OPERATING REVENUES (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation of Revenue [Line Items]    
Net operating revenues $ 4,520 $ 4,545
Hospital Operations    
Disaggregation of Revenue [Line Items]    
Net operating revenues 490 480
Conifer    
Disaggregation of Revenue [Line Items]    
Net operating revenues 332 349
Operating segments | Hospital Operations    
Disaggregation of Revenue [Line Items]    
Net operating revenues 3,834 3,862
Operating segments | Ambulatory Care    
Disaggregation of Revenue [Line Items]    
Net operating revenues 490 480
Operating segments | Conifer    
Disaggregation of Revenue [Line Items]    
Net operating revenues 332 349
Inter-segment eliminations    
Disaggregation of Revenue [Line Items]    
Net operating revenues (136) (146)
Continuing operations:    
Disaggregation of Revenue [Line Items]    
Net operating revenues 4,520 4,545
Continuing operations: | Operating segments | Hospital Operations    
Disaggregation of Revenue [Line Items]    
Net operating revenues 3,834 3,862
Continuing operations: | Operating segments | Hospital Operations | Other Revenues    
Disaggregation of Revenue [Line Items]    
Net operating revenues 294 280
Continuing operations: | Operating segments | Ambulatory Care    
Disaggregation of Revenue [Line Items]    
Net operating revenues 490 480
Continuing operations: | Operating segments | Conifer    
Disaggregation of Revenue [Line Items]    
Net operating revenues 332 349
Continuing operations: | Inter-segment eliminations    
Disaggregation of Revenue [Line Items]    
Net operating revenues (136) (146)
Acute Care Hospitals and Related Outpatient Facilities | Continuing operations: | Operating segments | Hospital Operations | Medicare    
Disaggregation of Revenue [Line Items]    
Net operating revenues 705 758
Acute Care Hospitals and Related Outpatient Facilities | Continuing operations: | Operating segments | Hospital Operations | Medicaid    
Disaggregation of Revenue [Line Items]    
Net operating revenues 281 314
Acute Care Hospitals and Related Outpatient Facilities | Continuing operations: | Operating segments | Hospital Operations | Managed care    
Disaggregation of Revenue [Line Items]    
Net operating revenues 2,321 2,354
Acute Care Hospitals and Related Outpatient Facilities | Continuing operations: | Operating segments | Hospital Operations | Uninsured    
Disaggregation of Revenue [Line Items]    
Net operating revenues 40 1
Acute Care Hospitals and Related Outpatient Facilities | Continuing operations: | Operating segments | Hospital Operations | Indemnity and other    
Disaggregation of Revenue [Line Items]    
Net operating revenues 193 155
Acute Care Hospitals and Related Outpatient Facilities | Continuing operations: | Operating segments | Hospital Operations | Total    
Disaggregation of Revenue [Line Items]    
Net operating revenues 3,540 3,582
Effect of Change in Accounting Principle    
Disaggregation of Revenue [Line Items]    
Net operating revenues $ 4 $ 10
v3.20.1
NET OPERATING REVENUES - Ambulatory Care (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation of Revenue [Line Items]    
Net operating revenues $ 4,520 $ 4,545
Hospital Operations    
Disaggregation of Revenue [Line Items]    
Net operating revenues 490 480
Hospital Operations | Net patient service revenues    
Disaggregation of Revenue [Line Items]    
Net operating revenues 464 451
Hospital Operations | Management fees    
Disaggregation of Revenue [Line Items]    
Net operating revenues 21 23
Hospital Operations | Revenue from other sources    
Disaggregation of Revenue [Line Items]    
Net operating revenues $ 5 $ 6
v3.20.1
NET OPERATING REVENUES - Conifer (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation of Revenue [Line Items]    
Net operating revenues $ 4,520 $ 4,545
Conifer    
Disaggregation of Revenue [Line Items]    
Net operating revenues 332 349
Conifer | Revenue cycle services | Tenet    
Disaggregation of Revenue [Line Items]    
Net operating revenues 134 142
Conifer | Revenue cycle services | Non-Tenet    
Disaggregation of Revenue [Line Items]    
Net operating revenues 176 180
Conifer | Other services | Tenet    
Disaggregation of Revenue [Line Items]    
Net operating revenues 2 4
Conifer | Other services | Non-Tenet    
Disaggregation of Revenue [Line Items]    
Net operating revenues $ 20 $ 23
Conifer | Revenue from other sources    
Disaggregation of Revenue [Line Items]    
Net operating revenues, percentage of total 7.00%  
v3.20.1
NET OPERATING REVENUES - Performance Obligations (Details) - Conifer
$ in Millions
Mar. 31, 2020
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations $ 7,366
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations 463
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 614
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 614
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 614
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 562
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations $ 4,499
v3.20.1
NET OPERATING REVENUES - Performance Obligation, conifer (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Conifer  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligations $ 7,366
v3.20.1
NET OPERATING REVENUES - Performance Obligations, Timing of Satisfaction (Details)
Mar. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period
v3.20.1
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Property Insurance (Details) - Scenario, Forecast
$ in Millions
12 Months Ended
Mar. 31, 2021
USD ($)
Insurance coverage  
Property insurance, annual coverage limit $ 850
Floods  
Insurance coverage  
Property insurance, maximum coverage per incident 100
Earthquake  
Insurance coverage  
Property insurance, maximum coverage per incident 200
Property insurance, deductible 40
Windstorms  
Insurance coverage  
Property insurance, maximum coverage per incident 200
Fire and other perils  
Insurance coverage  
Property insurance, maximum coverage per incident $ 850
Flood, earthquake and windstorm  
Insurance coverage  
Insurance deductible as a percent 5.00%
Property insurance, deductible $ 25
New Madrid Fault Earthquakes  
Insurance coverage  
Insurance deductible as a percent 2.00%
Property insurance, deductible $ 25
Other Catastrophic Events  
Insurance coverage  
Property insurance, deductible $ 1
v3.20.1
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Professional and General Liability Reserves (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Other operating expense, net      
Insurance coverage      
Malpractice expense $ 73 $ 113  
Professional and General Liability Reserves      
Insurance coverage      
Self insurance reserve $ 917   $ 965
v3.20.1
CLAIMS AND LAWSUITS (Details)
$ in Millions
3 Months Ended
Mar. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Sep. 30, 2019
USD ($)
Mar. 31, 2019
USD ($)
Oct. 31, 2019
USD ($)
Jul. 31, 2019
USD ($)
Jan. 31, 2017
lawsuit
Loss Contingencies              
Settlement $ 2     $ 13      
Shareholder Derivative Litigation              
Loss Contingencies              
Consolidated lawsuits | lawsuit             2
Oklahoma Surgical Hospital Qui Tam Action              
Loss Contingencies              
Estimated litigation liability         $ 66    
Settlement   $ 1 $ 68        
Pending Litigation              
Loss Contingencies              
Settlement $ 2     $ 13      
Maximum              
Loss Contingencies              
Estimate of possible liability           $ 63  
v3.20.1
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Loss Contingency Accrual [Roll Forward]    
Litigation and investigation costs $ 2 $ 13
Claims, lawsuits, and regulatory proceedings    
Loss Contingency Accrual [Roll Forward]    
Litigation reserve, balance at beginning of period 86 8
Litigation and investigation costs 2 13
Cash Payments (2) (8)
Litigation reserve, balance at end of period $ 86 $ 13
v3.20.1
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Changes in Redeemable Noncontrolling Interests (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries    
Distributions paid to noncontrolling interests $ (40) $ (37)
Redeemable noncontrolling interests    
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries    
Balances at beginning of period 1,506 1,420
Net income 34 47
Distributions paid to noncontrolling interests (36) (37)
Accretion of redeemable noncontrolling interests 1 5
Purchases and sales of businesses and noncontrolling interests, net 21 4
Balances at end of period $ 1,526 $ 1,439
v3.20.1
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - Redeemable noncontrolling interests - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Dec. 31, 2018
REDEEMABLE NONCONTROLLING INTEREST        
Redeemable noncontrolling interests $ 1,526 $ 1,439 $ 1,506 $ 1,420
Net income available to redeemable noncontrolling interests 34 47    
Hospital Operations        
REDEEMABLE NONCONTROLLING INTEREST        
Redeemable noncontrolling interests 380   383  
Net income available to redeemable noncontrolling interests (9) (6)    
Ambulatory Care        
REDEEMABLE NONCONTROLLING INTEREST        
Redeemable noncontrolling interests 784   777  
Net income available to redeemable noncontrolling interests 27 33    
Conifer        
REDEEMABLE NONCONTROLLING INTEREST        
Redeemable noncontrolling interests 362   $ 346  
Net income available to redeemable noncontrolling interests $ 16 $ 20    
v3.20.1
INCOME TAXES (Details) - USD ($)
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Income Taxes    
Income tax benefit (expense) $ 75,000,000 $ (20,000,000)
Continued operations pre-tax earnings 85,000,000 84,000,000
Reduction in deferred tax asset valuation allowance 91,000,000  
Decrease in estimated liabilities for uncertain tax positions, net of related deferred tax effects 0  
Unrecognized tax benefits 31,000,000  
Unrecognized tax benefits which, if recognized, would impact effective tax rate 29,000,000  
Interest and penalties related to accrued liabilities for uncertain tax positions, recognized 0  
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months 0  
Continuing operations:    
Income Taxes    
Income tax benefit (expense) $ 75,000,000 $ (20,000,000)
v3.20.1
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Reconciliation between reported income tax expense (benefit) and income taxes calculated by the statutory federal income tax rate    
Tax expense at statutory federal rate of 21% $ 18 $ 18
State income taxes, net of federal income tax benefit 5 3
Tax attributable to noncontrolling interests (14) (17)
Nontaxable gains 3 (1)
Stock-based compensation 0 (1)
Change in valuation allowance (90) 24
Other items 3 (6)
Income tax expense (benefit) $ (75) $ 20
v3.20.1
EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Net Income Available (Loss Attributable) to Common Shareholders (Numerator)    
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share $ 94 $ (20)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share $ 94 $ (20)
Weighted Average Shares (Denominator)    
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share (in shares) 104,353 102,788
Effect of dilutive stock options, restricted stock units and deferred compensation units (in shares) 1,380 0
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings (loss) per share (in shares) 105,733 102,788
Per-Share Amount    
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic earnings (loss) per share (in dollars per share) $ 0.90 $ (0.19)
Effect of dilutive stock options, restricted stock units and deferred compensation units (in dollars per share) (0.01) 0
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted earnings (loss) per share (in dollars per share) $ 0.89 $ (0.19)
v3.20.1
EARNINGS (LOSS) PER COMMON SHARE - Antidilutive securities (Details)
shares in Thousands
3 Months Ended
Mar. 31, 2019
shares
Employee stock options, restricted stock units and deferred compensation units  
Antidilutive securities  
Anti-dilutive securities excluded from computation of earnings per share (in shares) 1,753
v3.20.1
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Nonrecurring    
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held for sale $ 394 $ 387
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 0
Nonrecurring | Significant Other Observable Inputs (Level 2)    
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held for sale 394 387
Nonrecurring | Significant Unobservable Inputs (Level 3)    
Fair value of assets and liabilities measured on recurring basis    
Long-lived assets held for sale $ 0 $ 0
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair value of assets and liabilities measured on recurring basis    
Estimated fair value of debt instrument as percentage of carrying value (percent) 95.10% 106.40%
v3.20.1
ACQUISITIONS - Preliminary purchase price allocations (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Final purchase price allocations      
Goodwill $ 7,308   $ 7,252
Series of individual business acquisitions      
Final purchase price allocations      
Current assets 6 $ 2  
Property and equipment 8 5  
Other intangible assets 8 1  
Goodwill 83 3  
Other long-term assets, including previously held equity method investments 5    
Other long-term assets, including previously held equity method investments   (1)  
Current liabilities (8) 0  
Long-term liabilities (6) (1)  
Redeemable noncontrolling interests in equity of consolidated subsidiaries (30) (1)  
Noncontrolling interests (11) (1)  
Cash paid, net of cash acquired (55) (2)  
Gains on consolidations $ 0 $ 5  
v3.20.1
ACQUISITIONS - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Business Acquisition [Line Items]      
Goodwill $ 7,308   $ 7,252
Series of individual business acquisitions      
Business Acquisition [Line Items]      
Goodwill 83 $ 3  
Transaction costs related to prospective and closed acquisitions 1 2  
Gains on consolidations $ 0 $ 5  
v3.20.1
SEGMENT INFORMATION - General Information and Customer Concentration (Details)
3 Months Ended
Mar. 31, 2020
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 (percent) 76.20%
United Surgical Partners International  
Segment Reporting Information [Line Items]  
Number of states where operations occur | state 27
Number of ambulatory surgery centers 265
Number of urgent care centers 39
Number of diagnostic imaging centers 23
Number of surgical hospitals 24
Hospital Operations  
Segment Reporting Information [Line Items]  
Number of states where operations occur | state 9
Ambulatory Care | Conifer Health Solutions, LLC  
Segment Reporting Information [Line Items]  
Ownership percentage by parent (percent) 95.00%
Conifer | Minimum  
Segment Reporting Information [Line Items]  
Number of hospitals to which segment of the entity provides revenue cycle services 660
v3.20.1
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Segment Reporting Information [Line Items]      
Assets: $ 23,823   $ 23,365
Capital expenditures: 182 $ 192  
Net operating revenues: 4,520 4,545  
Equity in earnings of unconsolidated affiliates: 28 34  
Adjusted EBITDA 585 623  
Depreciation and amortization: 203 208  
Adjusted EBITDA and other reconciling items      
Adjusted EBITDA 585 623  
Loss from divested and closed businesses (i.e., the Company’s health plan businesses) 0 (1)  
Depreciation and amortization (203) (208)  
Impairment and restructuring charges, and acquisition-related costs (55) (19)  
Litigation and investigation costs (2) (13)  
Interest expense (243) (251)  
Loss from early extinguishment of debt 0 (47)  
Other non-operating income, net 1 1  
Net gains (losses) on sales, consolidation and deconsolidation of facilities 2 (1)  
Income from continuing operations, before income taxes 85 84  
Inter-segment eliminations      
Segment Reporting Information [Line Items]      
Net operating revenues: (136) (146)  
Hospital Operations      
Segment Reporting Information [Line Items]      
Assets: 16,543   16,196
Net operating revenues: 490 480  
Hospital Operations | Operating segments      
Segment Reporting Information [Line Items]      
Capital expenditures: 167 170  
Net operating revenues: 3,834 3,862  
Equity in earnings of unconsolidated affiliates: 2 3  
Adjusted EBITDA 342 347  
Depreciation and amortization: 175 179  
Adjusted EBITDA and other reconciling items      
Adjusted EBITDA 342 347  
Depreciation and amortization (175) (179)  
Ambulatory Care      
Segment Reporting Information [Line Items]      
Assets: 6,319   6,195
Ambulatory Care | Operating segments      
Segment Reporting Information [Line Items]      
Capital expenditures: 11 20  
Net operating revenues: 490 480  
Equity in earnings of unconsolidated affiliates: 26 31  
Adjusted EBITDA 156 177  
Depreciation and amortization: 19 18  
Adjusted EBITDA and other reconciling items      
Adjusted EBITDA 156 177  
Depreciation and amortization (19) (18)  
Conifer      
Segment Reporting Information [Line Items]      
Assets: 961   $ 974
Net operating revenues: 332 349  
Conifer | Operating segments      
Segment Reporting Information [Line Items]      
Capital expenditures: 4 2  
Net operating revenues: 332 349  
Adjusted EBITDA 87 99  
Depreciation and amortization: 9 11  
Adjusted EBITDA and other reconciling items      
Adjusted EBITDA 87 99  
Depreciation and amortization (9) (11)  
Tenet | Conifer | Operating segments      
Segment Reporting Information [Line Items]      
Net operating revenues: 136 146  
Other clients | Conifer | Operating segments      
Segment Reporting Information [Line Items]      
Net operating revenues: $ 196 $ 203  
v3.20.1
SUBSEQUENT EVENTS (Details) - USD ($)
1 Months Ended 12 Months Ended
Apr. 24, 2020
Apr. 30, 2020
Dec. 31, 2020
Apr. 07, 2020
Mar. 31, 2020
Dec. 31, 2019
Subsequent event            
Subsequent Event [Line Items]            
Coronavirus Aid, Relief, and Economic Security Act, medicare accelerated payment program, proceeds received by our hospitals, ambulatory surgery centers, physician practices and other outpatient facilities   $ 1,500,000,000        
Senior Notes | Senior secured first lien notes, maturing on April 1, 2025 | Subsequent event            
Subsequent Event [Line Items]            
Long term debt, face amount       $ 700,000,000    
Stated interest rate, percentage       7.50%    
Senior secured credit facility due 2024            
Subsequent Event [Line Items]            
Carrying amount         $ 500,000,000 $ 0
Revolving credit facility, maximum borrowing capacity (up to)         200,000,000 $ 180,000,000
Credit Agreement            
Subsequent Event [Line Items]            
Carrying amount         500,000,000  
Revolving credit facility, maximum borrowing capacity (up to)         $ 1,500,000,000  
Credit Agreement | Subsequent event            
Subsequent Event [Line Items]            
Revolving credit facility, maximum borrowing capacity (up to) $ 1,900,000,000          
Period in which certain debt covenants are increased 364 days          
Scenario, Forecast | Subsequent event            
Subsequent Event [Line Items]            
Reduction of planned capital expenditures for 2020     40.00%