Welcome to Tenet Healthcare Corporation's Fourth Quarter 2020 Earnings Conference Call. I will now turn the call over to Regina Nethery Vice President of Investor Relations for Tenet..

Ron Rittenmeyer, Executive Chairman and Chief Executive Officer; Saum Sutaria, President and Chief Operating Officer; and Dan Cancelmi, Executive Vice President and Chief Financial Officer..

Thank you, Regina and thank you all for joining us this morning.

I would like to briefly highlight the results of the fourth quarter and then take a few minutes to discuss our current broad thinking on the business units our plan for 2021 and establish the basis for how we see the continuing transformation of the Tenet enterprise continuing in 2021 and forward.

Dan will spend time on the details of the fourth quarter in a few minutes. I did want to highlight a few points worth mentioning as outlined on slide three.

Our overall results for the fourth quarter adjusted EBITDA of $832 million which excludes grant income and has a $19 million gain from a sale leaseback of a medical office building was notable better than forecast. This performance was achieved while we remained under a COVID surge.

It started around Thanksgiving and remains although trending down with us today. We closed the year with approximately 2,700 cases that are active inpatient and today we're at approximately 1,900 active inpatient cases across our system, having peaked in January, at about 3,000 cases, which was actually greater than our July surge.

Our Hospital segment achieved its budget in the fourth quarter excluding grant income. The grant income we received covered losses throughout the pandemic not just the fourth quarter. And we remain with an overall loss of hospital revenue of approximately $500 million, which is not covered in which to-date we have absorbed.

We are very appreciative of the grants which have helped mitigate the losses to our system due to COVID allowing us to remain stable and focused on patient needs.

While admissions remain below 2019, driven in large part by the COVID spike continuing and the reluctance of patients to seek care by delaying it or simply ignoring it, acuity remains very strong.

We also benefited from the improvements we've made in managing this segment, utilizing database predictive and analytics, the addition of new service offerings, ongoing strong cost controls, and the additional specialists we've added throughout our hospital system..

Thanks, Ron and good morning, everyone. I'll begin this morning with slide 8. Our net income in Q4 was $414 million compared to a loss of $3 million last year. Our adjusted EBITDA in the quarter of $832 million excluding grant income was significantly better than our pandemic revised internal forecast notwithstanding the surge in COVID in our markets.

Also our Q4 EBITDA excluding grants was better than the consensus estimate of $773 million at the time we previewed our Q4 results in January even if we exclude a $19 million gain from the sale of a medical office building and a $9 million bankruptcy bad debt recovery in Q4 that we disclosed.

As you can see from the chart, our fourth quarter EBITDA has grown quite a bit over the past several years. Q4 2020 EBITDA was 4% higher than last year and 20% higher than Q4 2018 even though volumes were substantially lower due to the pandemic.

This strong performance was due to continuing solid cost management, investments in new service lines and very high patient acuity cases, which contributed to historically high net revenue per case growth. Including grant income of $446 million, our fourth quarter EBITDA was $1.278 billion.

In our third quarter Form 10-Quarter, we did disclose that we anticipated recognizing approximately $100 million of grant income in the fourth quarter.

However, as we previewed in January, the additional grant income is primarily attributable to the revised guidance and the Consolidated Appropriations Act enacted in December for determining loss revenues and the ability to transfer grant funds received among subsidiaries within a hospital system that are most impacted by the pandemic.

The grant income we recognized in 2020 was approximately $500 million less than the amount of loss revenues we incurred as a result of the pandemic. However, we appreciate the funding and the revised guidelines as they help healthcare providers partially mitigate the impact of the pandemic.

From an earnings per share perspective, our US GAAP EPS in Q4 was $3.86 versus a loss of $0.03 in Q4 2019. Turning to slide 9. You'll see we produced $334 million of EBITDA in the month of December excluding grants compared to $259 million in November and $239 million in October demonstrating strong sequential growth throughout the quarter.

Particularly, encouraging was the fact the month of December results excluding grants was about $15 million better than our pre-pandemic budget despite substantially lower volumes due to COVID. We are pleased with the performance of each of our business units during the quarter.

Beginning with the Hospital segment, although COVID case surged in all of our markets, our Hospital business achieved its original EBITDA budget for the quarter even when you exclude grant income.

This strong performance was primarily attributable to a commercial payer mix; more favorable-than-aggregate volumes; very high patient acuity as our case mix index increased 11% year-over-year; and continuing effective cost management which helped mitigate the impact of incremental expenses from the pandemic, such as higher temporary labor, premium pay and PPE costs.

Turning to our USPI platform. The ambulatory business continued to perform very well, as USPI outperformed our expectations for the quarter. Surgical volumes for the quarter were 95% over 2019 levels despite a difficult year-over-year comp, as we produce over 3% growth in Q4 2019.

Our Conifer business also delivered a strong quarter producing EBITDA of $111 million, compared to $94 million in Q4 2019, growth of 18%.

Conifer's results exceeded their original budget and its favorable performance was attributable to continuing cost efficiency actions as well as the receipt of $9 million related to receivables we had to fully reserve in 2019 due to a client's bankruptcy. Next let's turn to Slide 10 where we present our monthly volume statistics during the quarter.

Despite another surge in COVID cases, hospital volumes held steady compared to Q3. Our USPI surgical volume trends improved slightly recovering to about 95% of 2019 levels. As we've discussed in the past, more complex and emergent procedures have recovered from the pandemic at a stronger pace than less critical lower acuity care.

Our COVID inpatient cases were approximately 11% of our Q4 hospital admissions, compared to about 10% in the third quarter.

Slide 11 summarizes the actions we've taken this past year to improve our financial position, including Conifer's improved cash collection performance issuing $1.3 billion of notes to enhance our liquidity during the pandemic, refinancing $2.5 billion of debt that eliminated any significant debt maturities until June of 2023, and we increased our line of credit capacity by $400 million.

Also the sale of medical office building for $60 million in December and the anticipated sale of our urgent care business by the end of the first quarter this year for about $80 million provides us approximately $140 million of additional liquidity.

We're also going to retire in the first quarter $478 million of 7% debt with cash on hand that will save us about $33 million of interest annually.

Based on our performance during the year and the various actions we've taken, we've reduced our leverage to under five times adjusted EBITDA at year-end coming in at 4.7 times compared to 5.3 times at December 2019. Let's now turn to Slide 12 and discuss cash flows during the quarter and the year.

This slide is an analysis we've been presenting since the beginning of the pandemic to demonstrate we have not been burning through cash from operations.

For the year, we generated approximately $1.2 billion of free cash flow when you exclude the Medicare advances we received and the deferred company payroll tax match under the stimulus legislation that will have to be repaid over the next two years.

The $1.2 billion of free cash flow compares to $563 million in 2019, which is growth of over $600 million. The strong cash collection performance by our Conifer team was a key contributor to the significant year-over-year increase in our free cash flow.

We currently have sufficient cash resources and available liquidity under our $1.9 billion line of credit. At year-end, we had over $2.4 billion of cash on hand and no borrowings outstanding under our line. Turning now to our 2021 guidance. Slide 13 provides a walk-forward of our 2020 EBITDA to the midpoints of our expectations for this year.

Although, there are various uncertainties as to how the pandemic will impact us this year, we believe we have sufficient visibility and confidence as to how our business will perform during the ebbs and flows of the pandemic to enable us to provide investors an outlook of our projected results this year.

On this slide, we point out various EBITDA puts and takes in 2021 compared to last year.

USPI's acquisition and de novo development activity will add approximately $240 million of EBITDA, including the SCD centers acquired, and we anticipate a year-over-year in hospital admissions and USPI surgical cases compared to last year of about 5% and 18% respectively will also be a key driver of EBITDA growth in 2021, as well as continued cost actions.

Compared to volumes in 2019, we are projecting hospital admissions in USPI surgical cases will be about 93% and 101% of 2019 volumes.

While we are encouraged by the recent decline in COVID cases and the distributions of vaccines across the country, our volume estimates incorporate the possibility the variant strains of the virus could result in the volume recovery not necessarily being linear during the year.

Although, we would expect that as more vaccines are provided, our volumes and results could strengthen as we move through the year. Other important points about our guidance include our hospital net revenue per adjusted admission and per surgical case will moderate this year as lower acuity procedures continued to recover.

We anticipate $45 million of additional revenues related to the Arizona Medicaid program. As we discussed on our third quarter call, Medicaid funding for providers throughout the state increased over 30% as a result of the new supplemental program that went into effect on October 1st last year. We will have a few headwinds this year.

The Medicare sequestration 2% revenue reductions are scheduled to be restored effective April 1st, which will result in a revenue decline of about $46 million. Also, we recognized a $19 million gain from the sale of the medical office building in December that obviously won't repeat this year.

The other item I want to mention on the slide, is that we are revising the pricing and scope of services under a new revenue cycle contract to be finalized between Conifer and our hospitals. The new contract once finalized is anticipated to result in a $35 million EBITDA reduction for Conifer this year.

The previous contract between Conifer and our hospitals was implemented many years ago and these revisions appropriately reset the rates and scope of services going forward, which will continue to be on a commercially reasonable arms-length basis. On slide 14, we provide our 2021 EBITDA outlook for our three business segments compared to 2019.

The portion of our EBITDA mix from our USPI business is expected to be over 40% of the total enterprise compared to about 33% in 2019. Before the USPI acquisition in 2015, our ambulatory business represented less than 5% of enterprise-wide EBITDA. It's a phenomenal growth story.

Conifer is expected to generate growth of 9% excluding the Tenet contract adjustment and the bad debt recovery I mentioned earlier.

As for cash flows in this year, we anticipate generating free cash flow of about $1.2 billion and adjusted free cash flow of $1.325 billion this year before taking into consideration the repayments we'll make in 2021 of approximately $700 million for the Medicare advances and the deferred company payroll tax match.

Our anticipated free cash flow of $1.2 billion minus expected cash NCI payments of $470 million results in positive cash flows of $730 million approximately or about $7 per share.

While we will have to repay the $700 million of Medicare advances and deferred payroll taxes this year, we already have sufficiently reserved for that amount in our balance sheet cash.

The recurring underlying free cash flow generation of our business has significantly improved over the past several years and we have sufficient liquidity to continue to support growth initiatives such as continuing to invest in the core business, in addition to supporting growth initiatives in our faster growth higher-margin ambulatory business.

With respect to the Medicare advance payments we received in 2020 in our Hospital segment, we anticipate that over $500 million will be repaid by us throughout 2021 via claim payment offsets beginning in April.

We are exploring the possibility of early paying $500 million in a lump sum payment prior to April rather than repaying the amount over the last nine months of the year through claims payment offsets. This will require the approval of HHS. We'll keep you posted on this.

In summary, we are very proud of everything that our employees were able to accomplish in 2021 amid an extremely difficult environment. We believe the numerous actions taken over the past several years position us well, the continued successful growth this year and beyond.

With that I'll end by saying that our strong performance is due to the steadfast dedication of our patient caregivers and employees throughout the enterprise. I'll now turn the call back over to Ron. .

Thanks, Dan. In summary, I guess, I just hit a couple of points. We had a solid Q4 in 2020. I think we've responded incredibly effectively in the quarter to the spikes we had in generally to the overall pandemic. Our performance improvements are sustainable. We've proven that and we believe they will carry us forward.

Hospital segment is performing very well across all major areas. USPI continues to provide sustainable and positive trends with greater opportunity to expand further and that's where our focus is. Conifer remains a very strong performer.

And we have an opportunity to now as hopefully the pandemic winds down really get aggressive about the growth portfolio and develop a stronger team overall. The spin is viable. It is still going to occur, a slight delay of a year.

But in the scheme of things that is not a big delay, because it will give us an opportunity to get past COVID and be prepared to do this in a much more effective manner.

So net, we're pleased with the results we've delivered, and we're very proud of the teams throughout this entire company that have performed and is performing has simply been outstanding. So with that, operator we'll turn it over to open for questions..

Thank you. Our first question comes from Kevin Fischbeck with Bank of America. Please proceed with your question..

Hi, Kevin..

Hey, thanks. I guess, I wanted to dig into your guidance on hospital volumes. It's kind of interesting to me that from the outpatient visit perspective your – going in Q4 at the low end. It doesn't really seem to be assuming a lot of ramp or improvement there, and even the inpatient number, doesn't seem to be assuming improvement, I guess.

Are you thinking about volumes getting back to normal? I mean, in a straight line, it seemed like your volume guidance would be a little bit low much less, if there was pent-up demand particularly, if you're talking about 2019, where you think the years of population growth demand might actually overall be higher.

So is there anything to think about there as far as your view you could put a little bit of color on timing of volumes? But anything you're thinking about there or the economy impacting volumes or I don't know I just – it seems like it's a conservative outlook..

Yeah, good question.

Saum?.

Hey, Kevin, it's Saum. There's a few things impacting it. First of all, we are still in the middle of a winter COVID surge at this point across the country. And obviously, it's affecting a number of our markets.

As you know, throughout the pandemic we've put a lot of effort into ensuring we have adequate capacity so that we could simultaneously maintain access for patients to surgical and other procedural care they need, given all the other chronic illnesses people have, as well as accommodate the COVID-related volumes.

As we look forward, we had a few thoughts in mind. First of all, in the midst of this uncertainty, we've guided towards improved volumes in 2021 relative to what we look back at as a 2019 year. But there's still a range of uncertainty around that, because we don't know exactly how the COVID situation will evolve.

We don't yet know, if the COVID vaccines will be effective all the way into next winter. We really don't know the answer to many of those questions. We're obviously pushing appropriately to continue our strategy of expanding services for patients with chronic illness and in particular the higher acuity strategies that we have been pursuing all along.

In the fourth quarter alone, I mean, we opened up and expanded a significant cardiac surgery program at our Children's Hospital in Michigan, we expanded robotics programs in three or four markets. We received stroke certification at three hospitals.

As you know, that's a very important designation going forward in terms of how stroke care will be administered based upon EMS runs. So we are continuing to progress on those strategies. But we are careful right now, because of the COVID activity about what that volume picture could look like for the whole year.

From an outpatient perspective, the biggest factor driving, again, our guide upwards, but not a return to 2019 type of volumes is really the emergency department outpatient visits which have slowed. And we've talked about this before.

If schools and sports and other things open up, the categories that have had the most decline in demand, the types of sports injuries kids needs for either respiratory illness or other things that begin to come back that will make a big difference.

And again, we just don't have any way to predict right now into the middle and the end of the year what will happen. We have not made any major adjustments to our volume projections on the basis of predictions around the macro economy and/or enrollment status. So, again,, a lot of detail there just so that you have a sense of where we are.

But we've been thoughtful and conservative about these projections. Most important to note by the way is, we are bullish on our ability to generate earnings even with those volumes as – because of our cost control and focus on high acuity..

That's helpful. Thanks..

Our next question comes from Pito Chickering with Deutsche Bank. Please proceed with your question..

Good morning, guys. Question here on capital deployment. CapEx as a percent of revenue is trending a tad higher in the last few years.

Are you guys finding better ROI for CapEx investments, or did the cash flow generation simply provide more ability to invest? And also on capital deployment, with the retirement of the 7% notes, most of your debt is pretty reasonably be priced.

How should we think about free cash flows going forward to M&A versus debt reductions? And as we delever in the next few years is it primarily to EBITDA growth? Thanks so much..

Hey, Pito, it's Saum again. I'll start off and then pass it to Dan.

In line with the comments that I just made, we continue to be thoughtful about the capital investments and the service lines in the hospitals that we think have growth potential based upon the underlying demographics and opportunity to create better and more profitable service lines for the community in those markets.

So, yes, we are -- our strategy that began two or three years ago to move towards that range of services has played out pretty well and we have more confidence now, being able to look back at which investments worked and which investments maybe didn't work, where we can deploy that capital into which service lines with higher returns.

So we do have a greater degree of confidence in that. It has also, obviously, generated a set of opportunities for us at the intersection of our Ambulatory and Hospital business in terms of high-return capital deployment. As you know, we're -- beyond the SCD type transactions.

Brett and the team have a very robust development pipeline and the activities and opportunities there will only grow, given our ability to manage these centers in a best-in-class way.

So, what I would say is that, as we find those opportunities in our priority markets that have a higher return, we have been deliberate about making more investments that will strengthen our portfolio and have the discipline of delivering high returns..

Hey, Pito, it's Dan. Good morning. In terms of overall capital allocation and leverage, obviously, the earnings growth will be -- continue to be a key driver of the strategy to delever, as well as reducing outstanding debt in totality.

And this was -- we took a step forward when -- last night when we announced that we have sufficient liquidity, 7% notes. We think it makes all the sense in the world to retire that. It saves us interest of over $30 million. It improves free cash flow. We do have other tranches that are out there that we could retire.

The rates aren't bad, but they are callable at reasonable prices. And we also have a 7.5% note tranche that next spring we can take out at a reasonable rate. So we're looking at a lot of various options in terms of how to deploy capital from a standpoint of reducing our debt.

Listen, we're going to continue to allocate capital to, obviously, the USPI Ambulatory business. The guidance we have in here, it assumes $150 million $200 million of M&A type of activity. But as we demonstrated with the SCD transaction, if there's the right opportunity out there, we'll invest more capital in that side of the business.

We're also investing capital very diligently with very good returns, with returns that we think are appropriately risk adjusted in Hospital business and growing higher acuity type of services in various markets. So --.

And Conifer. Also in Conifer. .

And Conifer..

Again in these point solutions and some of the other things. So I think we're doing it thoughtfully and appropriately and very, very focused on data to support the decision-making. So….

So, to your other point about free cash flow growth. I mean, this year it will be about $1.3 billion before we pay back some of the stimulus monies and even when you back out the cash NCI payments. So that eats a lot of excess free cash flow and we would expect that to continue to grow as we move beyond 2021..

Because our earnings are growing. And as we make the shift into the Ambulatory, et cetera, they're growing. So we've changed the profile of the quality of earnings. So anyway, thanks for the question. .

Our next question comes from Justin Lake with Wolfe Research. Please proceed with your question..

Thanks. Good morning. Wanted to follow-up on -- you mentioned some comments that you've seen COVID volumes moderate a little bit in January. Want to see if you could give us any color there.

I think there's a debate out there in terms of how quickly the deferred care might come back as COVID, obviously, seems to be moderating pretty significantly across the country. So I would love to hear, kind of, any commentary you can give us on January.

And then just bigger picture, how do you kind of see that? Do you think there's a delay before some of that ER comes back? How much do you think is structural? Thanks..

Yes. Hey, Justin, it's Saum. So a couple of things. I mean, as we noted, our COVID volumes in January exceeded in a given day 3,000 inpatients, which is higher than where we were in July. And it was a sustained increase over the month of January and it has started to come down and come down rapidly.

It's down by at least a-third of that peak at this point, which, obviously, for us, has put us in a situation where there might have been some capacity constraints in January.

We're free of those capacity constraints in all of our markets at this point and actively engaged in the same recovery playbook that we've used twice before very successfully in bringing patients back.

That by the way includes, the approaches that we've taken to really quickly managing access for doctors for -- and patients for deferred care including the monitoring of cases that were deferred and reengaging with their offices to get those scheduled very, very quickly.

In addition, because we've been able to open-up our operating rooms quickly, we've been offering capacity there to physicians that may not be utilizers of our hospitals full-time, but they're looking for places to bring their patients and we've been able to offer them the opportunity to come back in earlier.

So, from a procedural standpoint, we're moving very, very quickly to address the deferred care that patients need. One of the unique things about kind of the December-January timeframe was that some states did have softer executive order type things that slowed down care -- surgical care a little bit. Those have all been lifted at this point.

The deferred ER care, I would point out a couple of things. One is that the admissions through the ER have been strong continue to be strong through January on a non-COVID basis, and are strong going into February. What's really slower, are the lower acuity visits that patients have been a little bit nervous about coming back to the hospitals.

And I think as COVID dissipates, we'll do the work to begin to convince the community that the hospital is a safe setting for those lower acuity cases. And while we're on the COVID topic, I'll make one other point about the cost management and COVID management that we've put into place.

Last quarter, I mentioned that we had noted that both from a contract labor perspective and a patient day capacity perspective that length of stay in the COVID patient environment had increased because of the acuity and illness there.

One of the things that drove the fourth quarter results from a cost containment standpoint is, we successfully from that period of time forward managed our length of stay very well on the COVID side, and we maintained our performance on the non-COVID side.

That helped to create capacity alleviate some of the staffing challenges and also get patients healthier further. So, we're getting better at the management of the COVID care even as we look into this quarter with all the COVID that we have. I think it's a pretty important cost management point from a COVID standpoint that is important to address..

Thanks..

Our next question comes from Jamie Perse with Goldman Sachs. Please proceed with your question..

Hey. Good morning, guys. I wanted to follow-up a little bit on the volume assumptions you're making. You're assuming a lower revenue per adjusted admission this year, 3% to 5% lower is your range. I just wanted to tie that back to how you're thinking about volumes. I assume there's lower acuity care in your model coming back.

But, it doesn't seem like the pressure you're assuming for revenue per adjusted initiatives commensurate with the volume or slight volume increases you're seeing. Maybe just talk about those two variables and how you're thinking about both..

Hey, Jamie, it's Dan. Good morning. In terms of pricing, let me say a couple of things. First that the overall metric that you mentioned, the 3% to 5% decline in net rev per adjusted admission that is largely -- it's a function of the fact that there's going to be lower acuity volume coming back. That's our expectation at this point.

I would tell you, but the core base rate -- so let's go through by payer. From a commercial perspective, we have very good visibility into commercial pricing. We have over 90% of our commercial book business under contract this year. We've talked in the past and it continues to be the same.

We expect rate increases 3%, 4%, 5% it depends on acuity as well. Medicare pricing on the inpatient side is about almost 2% year-over-year increase. On the outpatient side, Medicare is actually about 3.5%. And from a USPI perspective, the Medicare rate updates are about a little over 2% as well.

So the aggregate pricing is a negotiated rate basis or with government payers is very solid. We've got strong visibility into that and we feel very good about it. The metric is it is. It's being impacted. We are assuming that lower acuity business does come back. And it's a math exercise. It does have an impact on the overall metric.

But we feel really good about the pricing not only in aggregate but by service line by market, et cetera..

Okay, great. Thanks for the color..

Our next question comes from Frank Morgan with RBC Capital Markets. Please proceed with your question..

Thank you and good morning. I guess I'll ask more of a higher-level question here. I'm curious your guidance includes the runoff of the sequester and some of the other programs under the previous established bill.

But, I'm just curious what are you hearing or seeing out of the Biden administration in their COVID relief bill? Is it your belief that any of these existing programs like sequester relief, DRG payment add-ons, any of those have a possibility of actually being extended under this legislation? And then just back to the cash flow question.

I'm curious, if you do factor in the cash flow from ops and the CapEx and the NCI, I think you said $600 million or $700 million. But you also said -- you called out Conifer several times as being a big contributor to that. So I'm just curious of that net number that $600 million or $700 million number.

Would you attribute half of that to Conifer, a quarter of that? Any kind of color there I would appreciate. Thank you..

All right. So there's two questions there. On the administration, look, I don't think we have the crystal ball to answer all your questions about -- that you just asked about the administration. If we did we'd be in much better mindset than we are. We don't -- we just don't know.

We, obviously, spend a lot of time trying to sort through the messages that are coming out. But I think there's currently just a lot of cloud covered by the vaccine distribution, what's going to happen in COVID, how fast the changes that are being made seemingly every week in terms of the plan, in terms of how they're going to deal with it.

These other noise points I don't think we've totally surfaced yet enough for us to get a really clear fix. But clearly our government affairs team, which is very good is spending time on that and working with the federation et cetera. So I think all I can say, Frank, honestly is more to follow. But I don't want to venture a guess to that type of thing.

Dan, do you want to talk about the free cash flow questions?.

Yeah. Hey, Frank. In terms of -- as I mentioned in my remarks when you -- even when you consider the cash NCI payments to our minority partners predominantly in our ambulatory business, we're going to generate free cash flow of about $700 million, which provides again a lot of optionality.

And I would tell you the key drivers of it ex the aggregate net cash generation anticipated by the business Conifer is a big part of that. They did a great job in 2020, really driving improved cash collection performance in the midst of the pandemic and in the midst of incredible hurdles and obstacles. We expect that to continue.

Very impressed with how the year closed out from a cash perspective. There's -- we got to do better. We know that. We're going to continue to drive on that. But, yeah, Conifer will be a big part of that in terms of helping us to continue to enhance our free cash flow generation..

Okay. Thank you..

Our next question comes from Whit Mayo with UBS. Please proceed with your question..

Thanks. Just have two quick ones here. Looking at the portfolio mix that you outlined for 2023 on slide 6, does the 35% coming from acute contemplate additional divestitures? And does the 50% from USPI contemplate any larger than normal acquisitions? And the last question I have is, I think you have one last put call outstanding on USPI with Baylor.

Is that something that we should be considering for 2021? Thanks..

Yeah. Hey, Whit it's Dan, good morning. Yeah, in terms of the mix in driving the ambulatory portfolio to 50% of the enterprise-wide earnings, we will continue to invest appropriately in that business. Whether it's $200 million a year or if the right opportunities are there, we will invest more than the $200 million.

We're not going to say there's like one specific transaction. We said, oh, that's going to happen and that's what's embedded in there. But we believe that the pipeline is robust and we're going to continue to pursue opportunities that make sense economically.

So I would say, generally speaking and as Ron mentioned in his remarks, we'll continue to look at the hospital portfolio. You could see some instances where it may make sense to redeploy some hospital capital into the ambulatory business. So that will be part of the equation..

I'll just add to that. Look, obviously, we're not going to get specific. It's not a good business. I think Tenet had a history of getting specific and then getting killed especially on the hospital side. So if we reach definitive agreements and there's things we want to -- things that need to be announced we'll announce them.

But we are actively looking at everything. We've said that for the last couple of years and I think we've proven that we're doing it. So we're actively looking at hospitals that make sense. Did they fit? Did they not fit? How long would they fit? We have people that spend a lot of time on this.

And the same on the USPI side, which I think Brett was sitting here would comment on that we are very engaged in looking at everything. But you've got to look at price. You've got to look at the market. You got to what you think is going to happen next. So as we get to the point of closing in on something then we'll announce it.

And before -- other than that, I think, you just got to look at our track record and realize that, we are not limited by capital in terms of making decisions relative to USPI, if it makes sense. And at the same time, we're not married to any of our systems. Our systems have to stand on their own.

And have to provide us with the returns et cetera that we think. We also aren't against adding things to our systems. I think Rock Hill I think, is a great example of that. San Antonio market, we're looking at things. I mean, where there's things to do -- Fort Mill, not Rock Hill, Fort Mill, I guess, which is right there.

We're building that hospital, that small hospital. Those are valuable additions to a very strong portfolio on the hospital side. So, we are going to continue to be thoughtful about that. Same in Conifer by the way, if there's something we want to add to Conifer that makes sense, we'll do it, even before it spins.

Our goal is to, strengthen and muscle strengthen all of our portfolios. And then, I think you had a question Brett that you were going to deal with..

Yeah. Hey, Whit, I hope, all is well. This is Brett. Yeah, as we discussed, related to the put call, Baylor put call in the past. And I think we disclosed this in the SEC filings. The first tranche, the put call option with Baylor becomes effective in April of this year. And of course, we'll be discussing that with Baylor.

And keep the investors updated at the appropriate time. But our assumptions in 2021, assumes the status quo, on Baylor's ownership in USPI..

Yeah. They're a great partner. And we're very satisfied with the relationship..

Absolutely..

Okay. Thanks..

Our next question comes from Josh Raskin with Nephron Research. Please proceed with your question..

Thanks. Well, sticking with the ASC side.

Does the recent SCD acquisition change the trajectory of either development, or de novo, or M&A in the next year or so? Meaning, does this increase your pipeline potentially accelerate new centers, or are you more concentrated on the integration? And then, sort of last part would be, can you just remind us your strategy and where that's evolved around working with other non-Tenet health systems to develop their ASC footprint?.

I'll let -- go ahead. I was just going to say that our strategy is the strategy we've talked about. .

Yeah. Let me make a couple of high-level comments, Josh. This is Saum. And then, I'm going to pass it to Brett. First of all, I would -- personally, I would step back and say, it's the track record that USPI has developed with physicians and building successful partnerships with physicians that actually enabled the SCD transaction.

That is -- and so therefore, the success of that transaction, and what we do with it, and it's performing very well so far, will only strengthen what I think has been USPI's distinctiveness for the better part of a decade or more, in terms of its ability to have those kinds of relationships with, physicians that are very successful.

We noted at the time, that we presented the transaction to the marketplace that this, also expanded again an existing strategy, but expanded a strategy of two-way partnerships in addition to what has historically been a very, very strong foundation of three-way partnerships with other not-for-profit, non-Tenet-based, health systems, with really the most distinctive health system brand names around the country.

That work continues. It doesn't change, in terms of the expansion in those partnerships. And even new partners that continue to come to the table.

But I do think that, increasing the option pool for USPI in two-way partnerships and the robust pipeline of de novos that the team has built, based upon the integration work that we've done with Tenet, creates a platform for future growth that is much, much more attractive than perhaps a few years ago. Brett, I don't know, if you....

No, no, Saum. Well said. And the only other thing Josh, I would add. And I think your point was, are we going to get distracted, based on the integration of the SCD facilities, when we think about our M&A for 2021. And the reality is that, we did a significant amount of pre kind of integration planning prior to closing.

As a result of that, the integration is going very smoothly. And we continue to hit key milestones from an integration perspective. So I don't think that's going to be a distraction. That work stream is moving very well and very smoothly. Now obviously during Q4, we spent a lot of time on the SCD transaction.

At the same time, we continue to focus on, building our pipeline going into 2021. So it's robust for both acquisitions and de novos. And as a result of that I think we're well positioned to have a strong year from an M&A perspective in 2021. And of course, we'll be building the pipeline for 2022 as well throughout the year..

Yes. I think – I think it's important that we realize our development focus, our integration focus, our operating focus. I mean, they're not mutually exclusive, right? I mean, we are operating and we are integrating without regard to slowing down or changing our development focus which is a machine on its own. So....

Correct. Yes..

One more. One more. Okay..

Our next question comes from A.J. Rice with Crédit Suisse. Please proceed with your question..

Thanks. Hi, everybody. I may go back to just a couple of things on Conifer real quick. Part of their revenue is tied to claims processing and revenue of the underlying hospital customers including yourselves.

And to the extent that volumes are down year-to-year because of the COVID crisis and the deferrals and so forth, there could be a potential snapback just as we return to normal.

To what extent if at all have you factored that into the Conifer outlook, or does that sort of sit up there as upside, potentially if that does play out? And then the broader question on Conifer, going back to Ron's prepared comments, you said that when you embarked on the spin-off, you guys went out and tested the waters from an acquisition or divestiture standpoint and people weren't willing to pay you for what you saw as the potential for margin improvement and cost savings.

Obviously, it's two years later almost at this point or 18 months later and you've still got another 12 to 18 months.

I wonder, are you laser-focused on the spin-off, or now that you've actually realized some of that upside is it worth it, or would you be open to testing the waters again and seeing if people pay you for now what you've actually accomplished?.

Hey, A.J. this is Saum. Let me get started and then I'll offer Ron and Dan a chance to comment in addition. Your question on the revenues and how that impacts Conifer is a very good one. Not all of our contracts at Conifer are revenue sensitive. And so yes, there is some impact there but it is factored into our guidance.

Remember, it's – because the services are end-to-end, the activity that Conifer pursues in the front and mid-cycle have a substantial effect in return for our clients including Tenet. I mean again, many of those are less revenue sensitive than others.

But to answer your question directly, what revenue sensitivity there is factored into the 2020 guidance. And before I pass it off, the one thing I would say is I mean we're laser-focused onto creating value in Conifer.

I mean we see significant opportunity to expand our services, our point solution business, for example, in the eligibility or small balance AR space has already hit the market. We have new clients and new expansion that we are in the midst of confirming right now. We believe that that has a fair amount of runway.

So I would just think about what we're laser-focused on in this period of time is expanding our Global Business Center, expanding our growth trajectory, taking those point solutions to market and managing our relationship with our largest customers, where there may be expansion opportunities as they expand their portfolios..

And I would just add that look, we're a public company. If somebody shows up with a credible offer that's at the level that we think is appropriate, as compared to the levels we saw in the past, realizing that, we've proven that, the company has more growth which we also still believe that's true.

Then obviously, we consider -- I mean, you have to consider whatever comes forward. I can't sit here and say, we wouldn't consider things. We will. That's just the nature of the business. But I'm not out, looking to do that.

I'm out -- as Saum said, we're out, trying to stay focused on ending -- getting out of the pandemic, getting things back where there's some reliability in what's happening and going ahead and furthering the growth at Conifer and doing the things that I mentioned in my remarks. So, I hope that helps clarify the answer. So....

Yes. That’s good. Thanks a lot..

Sure A.J..

The last question comes from Ralph Giacobbe at Citi. Please proceed with your question..

Hi Ralph..

Thanks. Hi, thanks for letting me in. Can you maybe just discuss the labor line? It looks like you've managed it pretty well in the fourth quarter. There's been more questions I think of late around higher wages as well as turnover and burnout. So, maybe just want to understand, how you've managed it and maybe what's embedded in guidance for 2021.

Thanks..

Hey Ralph, it's Dan. I'll start and then turn it over to Saum. And when Saum was talking before about the improvement in contract labor cost, he's being modest. Our contract labor costs came down quite a bit in the fourth quarter due to him and his team really managing it appropriately.

So that was a key driver in terms of our labor management in the quarter..

Yes. Ralph, the only thing I would add is, as I said before, I mean we really took note of the fact that as the COVID surges happened in both April and July and August time frame.

We step back with our operational and our clinical team and identified what were the things that really weren't patient care-related that were causing us delays in being able to get patients back home or into other care settings that were more appropriate for them.

And you can imagine, there's a myriad of things there how rapidly, we got patients safely out of the ICU are strengthening our relationship with our post-acute providers, strengthening up some of the things that we needed to do in the home health environment, to get patients home, if that was more appropriate.

And so, that's -- those things in addition to other things, it was just an area of focus for us, obviously, for the right reasons patient care. But the collateral benefit of that is that, we've provided a bit of relief from the tight -- really tight nursing market. Look, our nurses have done an incredible amount of work, day and night heroic.

I can't say that we took all the stress off the situation given how high the COVID environment had gotten. But we did our best to alleviate some of that pressure in the markets, given the work that they were doing. And it worked. I mean, I think, it shows up in the line items that you're looking at.

We have to keep that focus going forward, if there are other COVID spikes..

Okay. All right operator thank you very much. I think that concludes our time..

Okay. This concludes today's conference. You may disconnect your lines at this time and we thank you for your participation..