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Acquisitions, Divestitures and Closures | 12 Months Ended
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Dec. 31, 2023
Acquisitions Divestitures And Closures [Abstract] |
ACQUISITIONS, DIVESTITURES AND CLOSURES | 3. ACQUISITIONS, DIVESTITURES AND CLOSURES Acquisitions The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The Company accounts for asset acquisitions pursuant to a cost accumulation model. Direct transaction costs are recognized as part of the cost of an acquisition. The Company also evaluates which elements of a transaction should be accounted for as part of an asset acquisition and which should be accounted for separately. The cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition. During the years ended December 31, 2023, 2022 and 2021, one or more subsidiaries of the Company paid approximately $38 million, $9 million and $3 million, respectively, to acquire the operating assets and related businesses of certain physician practices, clinics, ambulatory surgery centers and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. During the year ended December 31, 2023, a majority of the amount paid related to the Company's purchase of certain assets from American Physician Partners (“APP”) for approximately $20 million. This transaction, which resulted in the Company recording a definite-lived intangible asset for the acquisition of an assembled workforce, was accounted for as an asset acquisition. In connection with these acquisitions, inclusive of APP, the Company allocated the purchase price to property and equipment, working capital, intangible assets, noncontrolling interests and goodwill. Divestitures The following table provides a summary of hospitals that the Company divested (or, in the case of Lutheran Rehabilitation Hospital, in which the Company sold a majority interest) during the years ended December 31, 2023, 2022 and 2021.
Hospital |  | Buyer |  | City, State |  | Licensed Beds |  | Effective Date
2023 Divestitures: |  |  |  |  |  |  |  |
Greenbrier Valley Medical Center |  | Vandalia Health, Inc. |  | Ronceverte, WV |  | 122 |  | January 1, 2023
Plateau Medical Center |  | Vandalia Health, Inc. |  | Oak Hill, WV |  | 25 |  | April 1, 2023
Medical Center of South Arkansas |  | SARH Holdings, Inc. |  | El Dorado, AR |  | 166 |  | July 1, 2023
Lutheran Rehabilitation Hospital |  | Select Medical Corporation |  | Fort Wayne, IN |  | 36 |  | September 1, 2023
AllianceHealth Ponca City |  | Integris Health |  | Ponca City, OK |  | 140 |  | November 1, 2023
AllianceHealth Woodward |  | Integris Health |  | Woodward, OK |  | 87 |  | November 1, 2023
Bravera Health Brooksville |  | Tampa General Hospital |  | Brooksville, FL |  | 120 |  | December 1, 2023
Bravera Health Spring Hill |  | Tampa General Hospital |  | Spring Hill, FL |  | 124 |  | December 1, 2023
Bravera Health Seven Rivers |  | Tampa General Hospital |  | Crystal River, FL |  | 128 |  | December 1, 2023
2022 Divestitures: |  |  |  |  |  |  |  |
AllianceHealth Seminole |  | SSM Health Care of Oklahoma, Inc. |  | Seminole, OK |  | 32 |  | July 1, 2022
2021 Divestitures: |  |  |  |  |  |  |  |
Lea Regional Medical Center |  | Covenant Health System |  | Hobbs, NM |  | 84 |  | January 1, 2021
Tennova Healthcare - Tullahoma |  | Vanderbilt University Medical Center |  | Tullahoma, TN |  | 135 |  | January 1, 2021
Tennova Healthcare - Shelbyville |  | Vanderbilt University Medical Center |  | Shelbyville, TN |  | 60 |  | January 1, 2021
Northwest Mississippi Medical Center |  | Delta Health System |  | Clarksdale, MS |  | 181 |  | February 1, 2021
AllianceHealth Midwest |  | SSM Health Care of Oklahoma, Inc. |  | Midwest City, OK |  | 255 |  | April 1, 2021
On February 28, 2023, the Company entered into a definitive agreement for the sale of substantially all of the assets of Lake Norman Regional Medical Center (123 licensed beds) in Mooresville, North Carolina, and Davis Regional Medical Center (144 licensed beds) in Statesville, North Carolina, to Novant Health, Inc. In January 2024, the Federal Trade Commission filed a Complaint for Temporary Restraining Order and Preliminary Injunction seeking to enjoin the consummation of the aforementioned sale of Lake Norman Regional Medical Center and Davis Regional Medical Center to Novant Health, Inc. An administrative merits hearing on such matter is scheduled for April 29, 2024. These hospitals were classified as held-for-sale as of December 31, 2023. The following table discloses amounts included in the consolidated balance sheet for hospitals and other assets classified as held-for-sale as of December 31, 2023 and 2022 (in millions). Other assets, net primarily includes goodwill and the net property and equipment for hospitals held-for-sale. No hospitals were classified as held-for-sale as of December 31, 2021 and no divestitures or potential divestitures meet the criteria for reporting as a discontinued operation as of December 31, 2023, 2022, or 2021.
| December 31, |
| 2023 |  |  | 2022 |
Other current assets | $ | 6 |  |  | $ | 6 |
Other assets, net |  | 218 |  |  |  | 132 |
Accrued liabilities |  | (13 | ) |  |  | (4 | )
Closures During the three months ended September 30, 2022, the Company completed the closure of Shorepoint Health Venice hospital (312 licensed beds) in Venice, Florida. The Company recorded an impairment charge of approximately $29 million during the year ended December 31, 2022, to adjust the fair value of the long-lived assets of this hospital, including property and equipment and capitalized software costs, based on their estimated fair value. During the three months ended September 30, 2022, the provision of inpatient services and substantially all outpatient services ceased at First Hospital Wyoming Valley (psychiatric hospital) (149 licensed beds) in Wilkes-Barre, Pennsylvania, resulting in the closure of this facility being substantially complete as of September 30, 2022. The Company completed the closure of First Hospital Wyoming Valley during the three months ended December 31, 2022. The Company recorded an impairment charge of approximately $15 million during the year ended December 31, 2022, to adjust the fair value of the long-lived assets of this hospital, including property and equipment and capitalized software costs, based on their estimated fair value. Other On December 31, 2022, the lease for AllianceHealth Clinton (56 licensed beds) in Clinton, Oklahoma, expired and was not renewed. The Company recorded an impairment charge of approximately $1 million during the year ended December 31, 2022 in conjunction with exiting the lease to operate this hospital.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent + Details
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