Good morning. Welcome to Tenet Healthcare’s Third Quarter 2022 Earnings Conference Call. After the speaker remarks, there will be a question-and-answer session for industry analysts. [Operator Instructions] I will now turn the call over to your host, Mr. Will McDowell, Vice President, Investor Relations. Mr. McDowell, you may begin.

Good morning, everyone, and thank you for joining today's call. I am Will McDowell, Vice President of Investor Relations. We're pleased to have you join us for a discussion of Tenet's third quarter 2022 results, as well as a discussion of our financial outlook. Tenet senior management participating in today's call will be Dr. Saum Sutaria, Chief Executive Officer; and Dan Cancelmi, Executive Vice President and Chief Financial Officer. Our webcast this morning includes a slide presentation, which has been posted to the Investor Relations section of our website tenethealth.com. Listeners to this call are advised that certain statements made during our discussion today are forward-looking and represents management's expectations based on currently available information. Actual results and plans could differ materially. Tenet is under no obligation to update any forward-looking statements based on subsequent information. Investors should take note of the cautionary statement slide included in today's presentation, as well as the Risk Factors discussed in our most recent Form 10-K and other filings with the Securities and Exchange Commission. With that, I'll turn the call over to Saum.

Thank you, Will, and good morning, everyone. I’d like to start by taking a moment to remember Ron Rittenmeyer, our former Executive Chairman, who recently passed away. Ron had an unwavering commitment to Tenet for which he will always be remembered. This included ensuring a seamless transition in management, which was substantially completed late last year. Ron was a dear friend and colleague to many and our thoughts remain with his family. Let's turn to the quarter. Throughout the third quarter, we continued to deliver high-quality care for our patients and value for our stakeholders. We delivered favorable results with enterprise net operating revenues of $4.8 billion and consolidated adjusted EBITDA of $841 million in the quarter. Our operators effectively navigated a significant COVID surge impacting staff availability during the summer, continued our recovery from the cyber-attack and supported operations throughout Hurricane Ian. Despite these challenges, we exit Q3 with a positive trajectory for the remainder of the year. USPI demonstrated continued EBITDA growth and strong free cash flow generation in the quarter. The segment delivered EBITDA growth of 16.4% over prior year. We are very pleased with the expanded portfolio we've built, but must acknowledge that we are behind our original 2022 plan for USPI. Throughout the first half of the year, we were confronted with some of the challenges impacting the segment, but we also had periods where performance met our high expectations early in 2022. In the third quarter, multiple things came together and when performance did not meet our increasing expectations sequentially through this year, we decided now it's the time to reduce our guidance in the segment. It is important to unpack this because the impact is mostly due to shorter-term disruption rather than any change in our future outlook for the segment. We are…

Thanks, Saum, and good morning, everyone. Let's start on Slide 3. Given our improved free cash flow generation and a significant reduction in our leverage over the past several years and our belief there is future upside in our equity value, we announced a $1 billion share repurchase program that we'll start executing on. Our free cash flow provides us with the capital flexibility to balance share repurchases with investments to grow the business and debt retirement. I'll discuss capital deployment in more detail in a few minutes. As Saum mentioned, our financial results in the third quarter were impact by significant COVID-related challenges, including the continuing inflationary wage and labor availability pressure providers across the country are facing. In the quarter, we generated consolidated adjusted EBITDA of 841 million. The quarter got off to a slow start due to the impact COVID had on our patient volumes and staff availability. However, our volumes and labor trends strengthened considerably throughout the quarter. Our results were supported by continued high patient acuity and effective cost control. Our operators did a good job responding to the labor challenges as their consolidated SW&B cost as a percentage of revenue were only 60 basis points higher than the second quarter of this year, despite more difficult labor pressures. There were two items that were not included in our guidance which helped earnings in the quarter. First, we recognized 54 million of grant income. As a reminder, we are able to recognize grant income as a result of lost revenues and incremental costs, due to COVID. And the second item is a $45 million gain on the sale of a large portion of our interest in certain assets of the HealthTrust GPO we have an affiliation with. Now, I'd like to highlight a few key…

Thank you. [Operator Instructions] Our first question is coming from John Ransom from Raymond James. Your line is now live.

Hey, good morning. Just as we think about the hospital bridge from say second half of 2023 or excuse me, 2022 to 2023, Dan, do you have any like quantitative puts and takes to think about that at this early stage? Thanks.

Hey, John, it's Dan. As I, sort of outlined in my remarks, when we think about next year, we called out certain items that occurred in 2022, as well as items that will come into play next year, including full-year sequestration, as well as the 340b issue. I went through the various positive tailwinds that we do anticipate next year. We're in the midst of our business planning process. So, we were not ready. We think it's premature at this point to put specific numbers out there for 2023, but again, the possible moderation in contract labor further recovery from COVID, which may drive increased volume levels and we're going to continue to allocate capital in our hospital more complex service offerings, cost efficiencies, we've demonstrated good job over the past several years executing on our cost actions. There's more opportunities to transition additional roles to our center in Manila. And we have the new hospital in Fort Mill that just came online and we continue to expect that hospital is in a great market and we expect it to continue to evolve and grow from its initial start and drive incremental EBITDA next year, as well as our St. Vincent Hospital. Post the strike and the hospital is – the performance has been improving throughout the year and we expect that to continue into next year. And as we also mentioned, there's anticipated additional synergies related to the SCD transactions and it will continue to grow as we move through next year as well. And the other thing is, the M&A activity that USPI will execute on, the pipeline is robust. I'm sure we'll get into some questions on that with Brett and Saum, but we feel very good about the pipeline and we feel very good about the type of value that we can bring to the table in those type of transactions.

Okay, thanks.

Thank you. Next question is coming from Stephen Baxter from Wells Fargo. Your line is now live.

Yeah. Hi. Thank you. I was hoping you could just expand a little on your expectations for USPI in Q4, normal seasonality is a pretty significant sequential increase. Can you just confirm that you feel like you're seeing what you need to see exiting the quarter and in the early part of October to have confidence in that? And then broadly, some of the capacity constraints you've talked about, just confirm that you don't see that as a rate limiting factor to achieving that normal seasonality? Thank you.

Hey, Stephen, this is Brett. Yes. So, if you think about the midpoint of the range that assumes 2.8% volume improvement in Q4, year-to-date, we're at 2.5% and as you noted, we do expect to see some significant – not significant, but a nice surge in Q4 as we typically do. And we've also been, kind of hovering around 100% of 2019 volumes all year. The 2.8% implies 101% of 2019 volumes. So, we feel good about being able to get to that in Q4. And to your point, we are starting to see the signs of some improvement in case volumes as we entered into October, heading out of the second half of October.

Thank you. Our next question is coming from Justin Lake from Wolfe Research. Your line is now live.

Thanks. Good morning. Just wanted to talk about inflation and one of your peers brought about as a pretty significant uncertainty going into 2023. Anything you can point out to us in terms of what you're seeing for instance on supply inflation, some of the other factors besides labor. And then on labor, you talked about contract labor being a benefit to the year, can you talk a little bit about what your typical salary wage and benefit per adjusted admission trends are within your normal, kind of algorithm to growth? I think one of your peers said 2% to 3% typically. And do you think contract labor, I know that's going to be a tailwind next year, do you think big enough tailwind to offset labor inflation being a little more heated on the permanent side? Basically asking are you – do you think labor is going to be a tailwind overall when you layer in that contract level? Thanks.

Yes, Justin, it's Saum. So, let me start with those in sequence. The first part of question related to inflation in supplies, infrastructure, et cetera. And look we have faced those, but we have also, since the beginning of the pandemic, organized ourselves to consolidate vendors and at the same time find offsets in our purchase services and improvements in our supply contracting efforts, especially on many of the, kind of physician preference items that are consistent with our own high acuity-based strategy. And obviously on commodities, we maintain a high degree of compliance with respect to purchasing through our GPO, which gives us additional benefits. And that's across the hospitals, the physician business and USPI from that standpoint. So, there's no question about the fact that there is an inflationary effect in those areas, but we've been working actively to mitigate that impact over time. Second part of your question relates to contract labor and base wages And I'll focus, I think you were focused primarily on the hospital segment. So, there's a few things there. One, our nurse hiring that I mentioned is very important because it does over time change with the relationships that we've built in our communities with the nursing schools, change the mix of nurses, and the overall wage mix of nurses as we bring new grads into the environment. And that's just not for nursing. It's for all frontline staff. The second thing from that standpoint is that while it's not complete, our approach to making wage adjustments, whether through our highly predictable at this point, union contracts or in our other markets has largely been factored in to our approach in 2022 going into 2023. So, we're not anticipating a large number of much more significant base wage adjustments in our workforce…

Thanks. Your next question is coming from Whit Mayo from SVB Securities. Your line is now live.

Hey, thanks. Good morning. Maybe on USPI for a second. I think you guys called out a 20% spike in the cancellation rate. Can you just remind us what a normal cancellation rate is within the quarter and maybe what the impact was specifically on the case growth from those cancellations? And also, how much has been rescheduled and maybe just refresh us on the physician recruiting efforts and how you're tracking this year? Thanks.

Hey, Whit, this is Brett. Yes, to answer your first question. So, normal cancellation rate for us is around 15%, 15% plus. So, to see a cancellation rate at 20% that's a pretty significant increase. And as you know, the cancellation rates during COVID have been anywhere from 16% to 20%. So, actually 20% plus when you go back to 2020. So, you see that that level was pretty significant for us. Fortunately, it came down sequentially month-over-month. As it relates to your question, I think you're, kind of getting to where are we seeing volumes headed, kind of going into the future and also what impacted volumes in Q3. So, if you think about Q3 2021 on a same store basis, we saw volume increase of 6.8%. So, it was a pretty difficult comp. In addition, as Saum alluded to, we did feel the lingering effects of COVID on staffing and physician availability and the cancellation rates that you referred to as well as obviously the impact on our ASC’s from Hurricane Ian. And just from Hurricane Ian, we saw probably anywhere from 2,300 to 2,500 cases that were lost in September. Fortunately, we've rescheduled a large majority of those cases in Q4. Also getting to your point around physicians, I think in our conversations with physicians, the story for their offices is similar to ours as it relates to practice volumes being right around pre-COVID levels and the expectation or the exception I would say to that as ortho and GI specialties that are slightly outpacing 2019 volume levels, but I would say most are optimistic. Most of the physicians are optimistic that once we get past the trailing impacts of COVID, then we'll see more of a recovery in their offices, which will obviously translate into surgical volume over time. All said, we do believe that we'll get back to normal growth rates as the physician offices recover. And as we continue to build out to your point, our professional sales force, which we have been doing in that special sales force continue to collaborate with our operators to develop and execute very center specific sales plans. And of course, as we implement new higher acuity service lines across portfolio. As Saum mentioned, that's a significant part of our growth story as it relates to improving not only our acuity, but also our volume trends. So, we've implemented 70 new service lines so far, 70 plus new service lines so far this year and we have another 150 in the pipeline that we'll implement in Q4 and in 2023.

Thank you. Next question is coming from Pito Chickering from Deutsche Bank. Your line is now live.

Hey, good morning guys. Thanks for taking my questions. I know that you're not giving 2023 guidance, but there's a lot of noise. I've seen 3Q and 4Q within the USPI segment. So, as you think about 2023, has anything changed with the USPI growth algorithms? You said the pipeline remains strong and believe that [ASPs] [ph] should sort of keep growing in the 46% range. So, if [indiscernible] guide, this would be sort of 10% M&A, plus 5% organic. Looking at your guidance that would apply a [980 EBITDA] [ph] less NCI. Is that how we should still be thinking about it or is there any change there? Thanks so much.

Hey, Pito, it's Dan. Good morning. As we mentioned, we still believe strongly in our ability to drive organic growth, as well as the ability to execute on M&A whether it's a straight M&A or de novo development. In terms of specifically for next year, as I mentioned, it's premature for us to put numbers out there at this point, but we have not changed at all our belief in the growth opportunities for USPI. It's a great business, great margins, great cash flow generation. And we believe we have competitive advantages when we engage in M&A when there's a competitive process based on the value that we can bring to the table. So, we do believe that the pipeline is robust. And so, it gives us a lot of optimism as we think about 2023 and beyond. Certainly, the results this year for USPI aren't necessarily at the level that we assumed at the beginning of the year and through the second quarter. COVID certainly has had much more significant impact on USPI than we anticipated and Saum went through the other various points in terms of the performance, but the results are still strong, they're just not up to the level that we expected.

Okay. And just to follow-up on the organic side. I think Saum mentioned in the script, sort of [4% to 6%] [ph] of growth. At this point, you're still uncomfortable that that's the right growth rate for 2023?

As I mentioned, when we get – on our February call, Pito, we'll provide specific volume assumptions next year for USPI.

Great. Thanks so much.

Thank you. Next question is coming from A.J. Rice from Credit Suisse. Your line is now live.

Hi, everybody. Just to drill down a little further on the Q3 results. I think in the prepared remarks, you're saying, Saum, that July was where you saw a lot of this hit on the quarantine clinicians I guess that drove you to take on these travelers and temp staff. A lot of those assignments are 12 weeks. So. I'm wondering, by the end of the quarter, did you have excess travel nurse supply that you really did need? And did that just basically roll-off? And how much of a tailwind would that be for the fourth quarter? And then also related to this, on USPI, I know you're also calling the quarantine issue as the main issue. I think last year with Delta, some procedures that were being traditionally done on in-patient got pushed to outpatient because people didn't want to give the surgery in a facility that was filled with COVID patients. I'm wondering, have you looked at how much your flat year-to-year trend in USPI was driven by the fact that maybe last year was somewhat elevated and this year it's just more normal as in-patient seems to be showing some recovery on the surgery side. Maybe just see if you can comment on those.

Yes. A.J. it’s Saum. So, let me take the hospital side first. On the contract labor question, you're right that as we saw that effect through July in our staff in the hospital business, we did end up procuring more contract labor to cover that. And you're right about these are generally 12-week cycles. So, we're kind of hitting the end of those cycles right now and that's why we're going through the process of moderating what we had procured from that standpoint. I mean just to dimensionalize this, that rate of our staff in particular in July being out because we keep a careful count of this is 3x to 4x what we see when there's not COVID impacting the staff. So, for us, it was material. And I'm sure there's variants state-to-state of what happens there, but it did cause us as I indicated to increase our procurement of contract staff in order to maintain the service lines that we prioritize being open. And again, I'd reiterate, we've been very disciplined about where we place contract labor. So, the fact that we in increased our utilization of contract labor, you can rest assure it was based upon a belief that we wanted the volume that we were seeing. As we go into Q4, just like in the USPI business, the hospital business also has some degree of seasonality to it for a variety of reasons. And so, we would expect our use of contract labor to be better matched perhaps with the type of demand that we would see there. On the USPI side, and I'll pass to [indiscernible] here in a second with respect to the outpatient side of things, but especially in the surgical hospitals. But I think there's something to that which is in the past in-patients and hospitals have driven further business into the ambulatory setting, including at USPI. The hospital in-patient COVID environment has not really been – I mean, it's certainly down from what it was Q3 last year in terms of hospital inpatients. It's more just that the, as you know, the Omicron wave kind of hit people on an outpatient basis didn't necessarily make as many people sick on an inpatient basis. So, there really wasn't crowding of our hospitals that push things into the ASC or outpatient surgery segment from that standpoint, but I don't know if you want to comment on outpatient surgery at USPI.

Yes. I think, the way you look at the Delta variant last year, we absolutely saw some pockets where we picked up some additional cases from some of the acute care hospitals. And there's places that we did see that, we would also see some disruption in our normal business. So, on an overall basis, there was probably a slight positive given the acuity we would get from those cases, but overall from a volume perspective it was generally neutral.

Okay. All right. Thanks a lot.

Thank you. Next question is coming from Ann Hynes from Mizuho Securities. Your line is now live.

Hi, good morning. I just have a follow-up question on a question that you answered earlier on labor. I think you said, you have a large number of union contracts that have factored into labor going into 2023, and post that – excluding that, you're comfortable with 2% to 3% wage increases for that year? I guess first is that what you said? And if it is, I guess what gives you that level of comfort because we're just hearing higher wage rates going into 2023? And also, could you just talk about labor per segment like what do you expect increases per segment? And then how much of your [work force] [ph] is unionized would be very helpful as well? Thanks.

Hey Ann, it's Dan. Let me address couple of those points and then Saum can weigh in as well. In terms of the point about the union contracts, obviously with the union contract, you have the wages in place next year. And so, we have obviously real good visibility into that. In terms of the non-union full-time employees, as we've mentioned over the past several quarters, we have been providing wage increases that have been at levels that higher than the typical level that we typically see. And the 2% to 3% is historically pretty good marker in terms of the year-over-year increase in compensation for the employees. This year, we've had to increase that in certain cases to obviously remain competitive. Where the significant tailwind could come from is, by reducing contract labor, which is certainly much, much more expensive than full-time employee cost, even if you're providing a wage increase above the 2% to 3% area, there's significant savings by converting that contract labor to full-time employment and that's what the teams have been very focused on doing and from a recruiting perspective and retention perspective. So that's where when we think about possible tailwinds for next year, further conversion of contract labor to full-time employment would drive noteworthy cost savings year-over-year. And in terms of your question about the various segments, certainly, you've seen – we've put out the numbers in terms of what contract labor is meant across the portfolio, but from the USPI perspective, contract labor, although the rates there in the utilization have increased at USPI. The amount of contract labor in the USPI business is really insignificant, compared to the acute care hospital business. It's less than 10% of the spend that we see in the acute care hospitals.

And the only thing I would add to that is, the point I was making earlier was that some of the base wage increases, which may have been above the 2% to 3% level in order to stabilize the workforce and begin to set a platform to reduce contract labor in the future are more built into the run rate as we head into Q4 than our new items for the run rate that will develop sometime into 2023. And point being that we've been thoughtful this year, especially in the last couple of quarters about those type of adjustments where necessary as part of our overall workforce strategy.

And then, Ann, you asked a question about unionized labor. At least on the USPI side of things, we have one facility that you know [indiscernible] labor.

Okay. Thanks.

Thank you. Next question is coming from Jason Cassorla from Citi. Your line is now live.

Great. Thanks. Good morning. Just around capital deployment priorities, you laid those out, which is helpful. You have that 250 million of M&A and de novo annual target for USPI, but can you help on how you're thinking about the allocation of the remaining three buckets as a percent of the free cash flow in the near term and how that might change over the longer term? Just any color or context around those capital deployment priorities as a percentage of free cash flow would be helpful.

Hey, Jason, it's Dan. Let me address that. Looking at things right now, we don't believe there will be any material change in our capital deployment priorities other than the fact that we are accelerating deploying capital for share repurchases to now based on where the equity is trading. We had talked previously that we had intended depending on market conditions to evaluate allocating capital for share repurchases beginning in 2023, but given where our equity is trading, we've accelerated that and had the Board authorize a $1 billion share repurchase program. So, again, it will be balanced approach. Certainly, given where the equity is trading, we will begin executing on our share repurchase program, but as I mentioned, the M&A pipeline for USPI is very strong and we'll continue to allocate capital there and as well as to our hospital business to continue to enhance its more complex service offerings and as well as retiring debt when it makes sense. And there's obviously several tranches out there that we will target. for debt retirement as well.

Got it. Okay. Thanks.

Thank you. Your next question is coming from Kevin Fischbeck from Bank of America. Your line is now live.

Great. Thanks. I guess wanted to ask about labor costs, kind of in two different ways. I guess the first one is, you mentioned that contract labor has not improved the way that you had expected it to improve as the year goes on. Are you attributing 100% of that delta to just how COVID has played out or is there something structural? Because it seems to me like everybody is struggling more than the expected around labor this year, which I guess calls in the question how much improvement we should assume into next year? And then secondarily around this contract labor improvement, it seems like that's probably part of the reason why you think volumes might be able to accelerate next year? If we don't get an improvement in the labor market, do you believe that's a headwind or would stop that accelerated volume into next year? Thanks.

Yes. Hey, it's Saum. Just real quickly, I mean, I think on the first part of your question, there is certainly direct and indirect impacts of the environment we've been in because of the pandemic. There are obvious direct effects when you have staff that are out and you're procuring more contract labor, I mean that's a very direct effect, but the impact, the indirect effect on the workforce is I think what you're really referring to as potentially more structural is there as well, right? I mean the workforce shortages that we face as an industry and certainly this year are not just due to individual COVID spikes in people on quarantine and that probably more than anything else is the driver of the contract labor rates not coming down the way we anticipated this year or – and really we're assessing that very carefully market by market going into 2023, how we would think about that. To the second part of your question, I mean, if the labor market from a contract labor standpoint continues to be turbulent in 2023, we believe our strategy of being disciplined about contract labor utilization and making data driven trade-offs in where we will open-up capacity and where we won't for volume in order to manage and maximize the earnings is the right way to go. That's proven to be the case for many quarters on end and just because it wasn't the case in Q3 because we had an increase in contract labor is not a reason to question the successful strategy for a long period of time. And we'll continue to manage it that tightly if necessary through whatever part of 2023, this is still an issue that we face. I mean at some point that contract labor environment will begin to normalize and mitigate because of new graduates and other things entering the workforce that we're obviously spending a lot of time competitively trying to recruit into our system for the exact reason described, which is that we would like to have the ability to alleviate some of these structural challenges, not just react to the short-term COVID spike issues.

Thank you. Next question is coming from Josh Raskin from Nephron. Your line is now live.

Hi. Thanks. Question on the ASC side as well. Was wondering if you could give us a sense on sort of specific types of procedures that were impacted? It sounds like it's more overall facility and position, sort of COVID hits, etcetera, not necessarily, but I'd be curious if there was anything that stood out in terms of types of procedures. Do you think there's been any change in competition in terms of are you seeing more surgery centers for example, in your markets or a change in the competitors? And then, sort of lastly, any difference in these centers that have been acquired, built to know both last year or so versus ones that were more maturely owned?

Yes. Hey, Josh. First related to competition, no, I mean, the competition has been strong. For the last several years, it continues to be strong, but as you know, we feel like we have a very good value proposition and continue to do very well as it relates to competing with other surgical facility companies, not only from an M&A perspective, but from an organic growth perspective. As it relates to specific specialties, I would say that some of the lower acuity specialties like ENT and ophthalmology and GI that were slower to recover as a result of COVID. Some of those have started to come back, specifically ENT has come back pretty strong in the last couple of quarters. GI has come back strong, ophthalmology has, but still, as we alluded to earlier, they're still only getting back to 2019 volume levels. So, the only specialties that have really recovered beyond 2019 volume levels at this point, and I alluded to this earlier are GI and ortho. And ortho is only slightly over 2019 volume levels. The one that's significantly over and significant is a [relevant term] [ph], as GI, which is about 3% over 2019 volume levels. The others again are pretty consistent with 2019 thus far.

Okay.

Thank you. Our final question today is coming from Jamie Perse from Goldman Sachs. Your line is now live.

Hey, good morning guys. I was wondering if you could talk a little bit about what you're seeing on the reimbursement side. First, can you give us your calculation of what you expect Medicare to be up for you specifically next year? And then on the managed care side, what are you seeing from your partners there? Are you getting incremental price? And if so, can you just kind of quantify that? And overall, between those two pieces and Medicaid, what do you expect pricing to be up for you next year?

Hey, Jamie, it's Dan. Let me hit that. In terms of Medicare pricing on in-patient fee for service side, the rate increase that went into effect October 1 is a little less than 4%. It's about 4% based on the final rule. In terms of on the outpatient side, after you take into consideration the 340b adjustment, its Medicare outpatient rate update will be pretty close to flat. From the commercial health plan side, what we're saying, we like where we're at from a contracting perspective. We anticipate in terms of moving through next year and beyond is rate increases and with some acuity as well in the 3%, 4%, 5% type of territory in aggregate. Some negotiations a little better than that. Some negotiations are a little bit lower than that, but in aggregate, that's where we see commercial pricing.

Thank you. We've reached the end of our question-and-answer session. And ladies and gentlemen, that does conclude today's tele conference. You may disconnect your lines at this time and have a wonderful day. We thank you for your participation today.