0000070318--12-312025-09-302025Q3FALSEP1Y0M0DP1Y0M0D311111RECENT ACCOUNTING STANDARDS
Recently Issued Accounting Standards
In July 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-for-Profit Entities” (“ASU 2025-05”). The amendments in ASU 2025-05 provide all entities with a practical expedient to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers.” This practical expedient allows an entity to assume that current conditions as of the balance sheet date will not change during the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. We are currently evaluating the timing of adoption and impact of this ASU on our condensed consolidated financial statements and related disclosures.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
 September 30, 2025
OR
¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
__________ to
Commission File Number: 1-7293
TENET HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter) 
Nevada
(State of Incorporation)
95-2557091
(IRS Employer Identification No.)
14201 Dallas Parkway
Dallas, TX 75254
(Address of principal executive offices, including zip code)
(469) 893-2200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, $0.05 par valueTHCNew York Stock Exchange
6.875% Senior Notes due 2031THC31New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ý No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company (each as defined in Exchange Act Rule 12b-2).
Large accelerated filer ý
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No ý
As of October 22, 2025, there were 87,885 shares (in thousands) of the Registrant’s common stock outstanding.

Table of Contents
TENET HEALTHCARE CORPORATION
TABLE OF CONTENTS
Page
 
i
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TENET HEALTHCARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Dollars in Millions, Share Amounts in Thousands
(Unaudited)
September 30,December 31,
20252024
ASSETS
Current assets:
Cash and cash equivalents$2,975 $3,019 
Accounts receivable2,518 2,536 
Inventories of supplies, at cost346 346 
Assets held for sale82 21 
Other current assets1,889 1,760 
Total current assets 7,810 7,682 
Investments and other assets2,939 3,037 
Deferred income taxes72 80 
Property and equipment, at cost, less accumulated depreciation and amortization
($6,196 at September 30, 2025 and $5,809 at December 31, 2024)
6,091 6,049 
Goodwill11,158 10,691 
Other intangible assets, at cost, less accumulated amortization ($1,357 at September 30, 2025 and $1,288 at December 31, 2024)
1,348 1,397 
Total assets $29,418 $28,936 
LIABILITIES AND EQUITY  
Current liabilities:  
Current portion of long-term debt$85 $92 
Accounts payable1,356 1,294 
Accrued compensation and benefits857 899 
Professional and general liability reserves287 238 
Accrued interest payable248 149 
Liabilities held for sale12 13 
Income tax payable28 18 
Other current liabilities1,687 1,607 
Total current liabilities 4,560 4,310 
Long-term debt, net of current portion13,102 13,081 
Professional and general liability reserves891 900 
Defined benefit plan obligations296 298 
Deferred income taxes269 227 
Other long-term liabilities1,600 1,573 
Total liabilities 20,718 20,389 
Commitments and contingencies
Redeemable noncontrolling interests in equity of consolidated subsidiaries2,917 2,727 
Equity:  
Shareholders’ equity:  
Common stock, $0.05 par value; authorized 262,500 shares; 158,585 shares issued at September 30, 2025 and 158,001 shares issued at December 31, 2024
8 8 
Additional paid-in capital4,872 4,873 
Accumulated other comprehensive loss(174)(180)
Retained earnings4,044 3,008 
Common stock in treasury, at cost, 70,718 shares at September 30, 2025 and 62,892 shares at December 31, 2024
(4,736)(3,538)
Total shareholders’ equity4,014 4,171 
Noncontrolling interests 1,769 1,649 
Total equity 5,783 5,820 
Total liabilities and equity $29,418 $28,936 
See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents
TENET HEALTHCARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Dollars in Millions, Except Per-Share Amounts
(Unaudited) 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Net operating revenues $5,289 $5,126 $15,783 $15,602 
Equity in earnings of unconsolidated affiliates64 62 181 182 
Operating expenses:  
Salaries, wages and benefits2,204 2,218 6,483 6,707 
Supplies931 881 2,770 2,717 
Other operating expenses, net1,119 1,111 3,328 3,413 
Depreciation and amortization218 209 632 625 
Impairment and restructuring charges, and acquisition-related costs23 19 66 75 
Litigation and investigation costs (benefit)(11)9 34 18 
Net gains on sales, consolidation and deconsolidation of facilities(20)(348)(4)(2,906)
Operating income889 1,089 2,655 5,135 
Interest expense(206)(202)(616)(623)
Other non-operating income, net29 35 80 89 
Loss from early extinguishment of debt— — — (8)
Income before income taxes712 922 2,119 4,593 
Income tax expense(133)(241)(396)(1,101)
Net income579 681 1,723 3,492 
Less: Net income available to noncontrolling interests237 209 687 610 
Net income available to Tenet Healthcare Corporation common shareholders$342 $472 $1,036 $2,882 
Earnings available to Tenet Healthcare Corporation common shareholders:  
Basic earnings per share$3.89 $4.93 $11.37 $29.56 
Diluted earnings per share$3.86 $4.89 $11.28 $29.27 
Weighted average shares and dilutive securities outstanding (in thousands):
  
Basic87,951 95,665 91,109 97,505 
Diluted88,610 96,652 91,805 98,518 

See accompanying Notes to Condensed Consolidated Financial Statements.
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Table of Contents
TENET HEALTHCARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
Dollars in Millions
(Unaudited)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Net income$579 $681 $1,723 $3,492 
Other comprehensive income:
Amortization of net actuarial loss included in other non-operating income, net2 2 6 6 
Unrealized gain on debt securities held as available-for-sale— 2 1 2 
Foreign currency translation adjustments and other1 (1)— — 
Other comprehensive income before income taxes3 3 7 8 
Income tax expense related to items of other comprehensive income— (1)(1)(2)
Total other comprehensive income, net of tax3 2 6 6 
Comprehensive net income582 683 1,729 3,498 
Less: Comprehensive income available to noncontrolling interests237 209 687 610 
Comprehensive income available to Tenet Healthcare Corporation common shareholders$345 $474 $1,042 $2,888 

See accompanying Notes to Condensed Consolidated Financial Statements.
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Table of Contents
TENET HEALTHCARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in Millions
(Unaudited)
Nine Months Ended
September 30,
20252024
Net income$1,723 $3,492 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization632 625 
Deferred income tax expense (benefit)51 (29)
Stock-based compensation expense79 52 
Impairment and restructuring charges, and acquisition-related costs66 75 
Litigation and investigation costs34 18 
Net gains on sales, consolidation and deconsolidation of facilities(4)(2,906)
Loss from early extinguishment of debt— 8 
Equity in earnings of unconsolidated affiliates, net of distributions received(13)(9)
Amortization of debt discount and debt issuance costs18 21 
Net gains from the sale of investments and long-lived assets(2)(2)
Other items, net(3)(3)
Changes in cash from operating assets and liabilities:  
Accounts receivable68 183 
Inventories and other current assets(58)10 
Income taxes15 821 
Accounts payable, accrued expenses and other current liabilities237 123 
Other long-term liabilities50 18 
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements(84)(119)
Net cash provided by operating activities2,809 2,378 
Cash flows from investing activities:  
Purchases of property and equipment(646)(601)
Purchases of businesses or joint venture interests, net of cash acquired(266)(524)
Proceeds from sales of facilities and other assets18 4,965 
Proceeds from sales of marketable securities and long-term investments74 25 
Purchases of marketable securities and long-term investments(69)(46)
Other items, net3 (18)
Net cash provided by (used in) investing activities(886)3,801 
Cash flows from financing activities:  
Repayments of borrowings(90)(2,212)
Proceeds from borrowings21 16 
Repurchases of common stock(1,188)(672)
Distributions paid to noncontrolling interests(585)(496)
Proceeds from the sale of noncontrolling interests27 13 
Purchases of noncontrolling interests(88)(127)
Advances from managed care payers— 342 
Repayments of advances from managed care payers(33)(160)
Taxes paid related to net share settlement, net of proceeds from shares issued under
stock-based compensation plans
(47)(14)
Other items, net16 (3)
Net cash used in financing activities(1,967)(3,313)
Net increase (decrease) in cash and cash equivalents(44)2,866 
Cash and cash equivalents at beginning of period3,019 1,228 
Cash and cash equivalents at end of period$2,975 $4,094 
Supplemental disclosures:  
Interest paid, net of capitalized interest$(499)$(555)
Income tax payments, net$(329)$(308)
See accompanying Notes to Condensed Consolidated Financial Statements.
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Table of Contents
TENET HEALTHCARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. 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. Our expansive, nationwide care delivery network consists of our Hospital Operations and Services (“Hospital Operations”) and Ambulatory Care segments. As of September 30, 2025, our Hospital Operations segment was comprised of 50 acute care and specialty hospitals, a network of employed physicians and 135 outpatient facilities, including urgent care centers, imaging centers, off-campus hospital emergency departments and micro‑hospitals. Our Ambulatory Care segment is comprised of the operations of our subsidiary USPI Holding Company, Inc. (“USPI”), which held indirect ownership interests in 530 ambulatory surgery centers and 26 surgical hospitals at September 30, 2025. USPI held noncontrolling interests in 150 of these facilities, which are recorded using the equity method of accounting. In addition, we operate a Global Business Center (“GBC”) in the Philippines.
This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2024 (“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 dollar amounts presented in our Condensed Consolidated Financial Statements and these accompanying notes are expressed in millions (except per‑share amounts), and all share amounts are expressed in thousands.
Certain prior-year amounts have been reclassified to conform to the current-year presentation. Grant income is no longer significant enough to be presented separately and is now included in net operating revenues in the accompanying Condensed Consolidated Statements of Operations. In addition, taxes paid in connection with the net share settlement of our stock compensation awards, net of proceeds from the exercise of stock options, are now presented separately in the accompanying Condensed Consolidated Statements of Cash Flows to reflect their increased significance.
Although our Condensed Consolidated Financial Statements and these related notes are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us 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. The 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 the amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public.
Operating results for the three and nine-month periods ended September 30, 2025 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 demand for, and availability of, qualified medical personnel on compensation costs; 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; the impact of cybersecurity incidents on our operations; 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 cybersecurity incidents, natural disasters and weather‑related occurrences; the potential emergence and effects of future pandemics, epidemics or outbreaks of infectious diseases on our operations, financial condition and liquidity; litigation and investigation costs; fluctuations in the costs associated with our defined contribution retirement plans; 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.
Our hospitals and outpatient facilities are subject to various factors that affect our service mix, revenue mix and patient volumes and, thereby, impact our net patient service revenues and results of operations. These factors include, among others:
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changes in federal and state statutes, regulations and executive orders that effect the healthcare industry directly or indirectly, particularly those impacting government healthcare funding; changes in general economic conditions, including inflation, whether due to geopolitical conflicts, trade tensions, export control rules, tariffs or other factors; the number of uninsured and underinsured individuals in local communities treated at our facilities; cybersecurity incidents, including those targeting our vendors, and other unanticipated information technology outages; 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 or permit procedures to be performed in an outpatient rather than inpatient setting; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; performance data on quality measures and patient satisfaction, as well as pricing 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.
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 $2.975 billion and $3.019 billion at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 and December 31, 2024, our book overdrafts were $131 million and $143 million, respectively, which were classified as accounts payable. Also at September 30, 2025 and December 31, 2024, $119 million and $110 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries.
At September 30, 2025 and December 31, 2024, we had $81 million and $127 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $67 million and $109 million, respectively, were included in accounts payable.
During the nine months ended September 30, 2025 and 2024, we recorded right‑of‑use assets related to non‑cancellable finance leases of $45 million and $51 million, respectively, and related to non‑cancellable operating leases of $268 million and $187 million, respectively.
Goodwill
The following tables provide information on changes in the carrying amount of goodwill for each of our segments:
Nine Months Ended
September 30,
 20252024
Hospital Operations:  
Goodwill at beginning of period, net of accumulated impairment losses$2,697 $3,119 
Goodwill acquired during the year, net of purchase price allocation adjustments— 42 
Goodwill related to assets held for sale and disposed— (464)
Goodwill at end of period, net of accumulated impairment losses2,697 2,697 
Ambulatory Care:
Goodwill at beginning of period7,994 7,188 
Goodwill acquired during the year, net of purchase price allocation adjustments467 824 
Goodwill related to assets held for sale and disposed or deconsolidated facilities— (121)
Goodwill at end of period8,461 7,891 
Total Goodwill, net of accumulated impairment losses$11,158 $10,588 

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Other Intangible Assets
The following tables present information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets:
Gross
Carrying Amount		Accumulated
Amortization
Net Book Value
At September 30, 2025:
Other intangible assets with finite useful lives:
Capitalized software costs$1,479 $(1,136)$343 
Contracts241 (144)97 
Other99 (77)22 
Other intangible assets with finite lives1,819 (1,357)462 
Other intangible assets with indefinite useful lives:
Trade names105 — 105 
Contracts777 — 777 
Other4 — 4 
Other intangible assets with indefinite lives886 — 886 
Total other intangible assets, net$2,705 $(1,357)$1,348 
At December 31, 2024:
Other intangible assets with finite useful lives:
Capitalized software costs$1,469 $(1,075)$394 
Contracts241 (135)106 
Other96 (78)18 
Other intangible assets with finite lives1,806 (1,288)518 
Other intangible assets with indefinite useful lives:
Trade names105 — 105 
Contracts769 — 769 
Other5 — 5 
Other intangible assets with indefinite lives879 — 879 
Total other intangible assets, net$2,685 $(1,288)$1,397 
The table below presents our estimated future amortization of intangible assets with finite useful lives at September 30, 2025:
Three
Months
 Ending
Years Ending

Later Years
December 31,
 Total20252026202720282029
Amortization of intangible assets$462 $50 $106 $92 $71 $51 $92 
We recognized amortization expense of $122 million and $136 million in the accompanying Condensed Consolidated Statements of Operations during the nine months ended September 30, 2025 and 2024, respectively.
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Other Current Assets
The table below presents the principal components of other current assets in the accompanying Condensed Consolidated Balance Sheets:
 September 30, 2025December 31, 2024
Prepaid expenses$373 $368 
Contract assets178 190 
California provider fee program receivables482 334 
Receivables from other government programs318 326 
Guarantees141 194 
Non-patient receivables282 229 
Other115 119 
Total other current assets$1,889 $1,760 
Investments in Unconsolidated Affiliates
As of September 30, 2025, we controlled 406 of the facilities in our Ambulatory Care segment and, therefore, consolidated their results. We account for many of the facilities in which our Ambulatory Care segment holds ownership interests (150 of 556 at September 30, 2025), 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 our condensed consolidated statements of operations.
Summarized financial information for equity method investees is included in the following table. For investments acquired during the reported periods, amounts in the table include 100% of the investee’s results beginning on the date of our acquisition of the investment.
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2025202420252024
Net operating revenues$924 $845 $2,700 $2,573 
Net income$247 $212 $692 $677 
Net income available to the investees$133 $112 $382 $388 
NOTE 2. ACCOUNTS RECEIVABLE
The principal components of accounts receivable are presented in the table below:
 September 30, 2025December 31, 2024
Patient accounts receivable$2,360 $2,386 
Estimated future recoveries153 144 
Cost report settlements receivable, net of payables and valuation allowances5 6 
Accounts receivable, net$2,518 $2,536 
Uninsured and Charity Patient Costs
The following table presents 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:
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2025202420252024
Estimated costs for:    
Uninsured patients$99 $135 $317 $406 
Charity care patients45 22 104 68 
Total
$144 $157 $421 $474 
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NOTE 3. DISPOSITION OF ASSETS AND LIABILITIES
During the three months ended September 30, 2025, a building we own in West Palm Beach, Florida met the criteria to be classified as held for sale. As a result, the building was classified as held for sale at September 30, 2025 in the accompanying Condensed Consolidated Balance Sheet. At September 30, 2025, assets related to this building totaled $62 million.
In January 2024, we completed the sale of three hospitals located in South Carolina and certain related operations (together, the “SC Hospitals”), all of which were held by our Hospital Operations segment. This transaction resulted in the recognition of a pre-tax gain on sale of $1.677 billion in the nine months ended September 30, 2024. During the three and nine months ended September 30, 2024, the SC Hospitals contributed a net pre‑tax loss of $2 million and net pre‑tax income of $1.687 billion (inclusive of the gain discussed above), respectively, to income before income taxes in the accompanying Condensed Consolidated Statement of Operations.
We also completed the following additional sales during the nine months ended September 30, 2024:
•four hospitals and certain related operations located in Orange County and Los Angeles County, California, including facilities from both our Hospital Operations and Ambulatory Care segments, which resulted in the recognition of a pre‑tax gain on sale of $527 million in the nine months ended September 30, 2024;
•two hospitals and certain related operations located in San Luis Obispo County, California, all of which were held by our Hospital Operations segment, resulting in the recognition of a pre‑tax gain on sale of $271 million in the nine months ended September 30, 2024;
•our majority ownership interests in several entities that owned or leased five hospitals and certain related operations, all located in Alabama (collectively, the “AL Hospitals”), including facilities from both our Hospital Operations and Ambulatory Care segments, which resulted in the recognition of a pre‑tax gain on sale of $357 million in the nine months ended September 30, 2024; and
•three ambulatory surgery centers located in South Carolina and held by our Ambulatory Care segment, which resulted in the recognition of a pre‑tax gain of $43 million in the nine months ended September 30, 2024.
Gains recognized from the dispositions described above were included in net gains on sales, consolidation and deconsolidation of facilities in the accompanying Condensed Consolidated Statement of Operations for the nine months ended September 30, 2024.
Assets and liabilities classified as held for sale at September 30, 2025 are presented in the table below:
Other current assets$4 
Property and equipment62 
Other intangible assets16 
Current liabilities(12)
Net assets held for sale$70 
NOTE 4. IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION‑RELATED 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 negative trends occur that impact our future outlook, future impairments of long‑lived assets and goodwill may occur, and we may incur additional restructuring charges, which could be material.
We periodically incur costs to implement restructuring efforts for specific operations, which are recorded in our statement of operations as they are incurred. Our restructuring plans focus on various aspects of operations, including their alignment in the most strategic and cost‑effective structure, such as the establishment of support operations at our GBC, among other things. Certain restructuring and acquisition‑related costs are based on estimates. Changes in estimates are recognized as they occur.
During the nine months ended September 30, 2025, we recorded impairment and restructuring charges and acquisition‑related costs of $66 million, consisting of $33 million of restructuring charges, $20 million of acquisition‑related transaction costs and impairment charges totaling $13 million. Restructuring charges during this period included $12 million of contract and lease termination fees, $10 million related to the transition of various administrative functions to our GBC, $5 million of employee severance costs, $4 million of legal costs related to the sale of certain businesses and $2 million of other
9
restructuring costs. Impairment charges recognized during the nine months ended September 30, 2025 primarily related to the write-down of our investment in an unconsolidated affiliate.
During the nine months ended September 30, 2024, we recorded impairment and restructuring charges and acquisition‑related costs of $75 million, consisting of $42 million of restructuring charges, $31 million of acquisition‑related transaction costs and $2 million of impairment charges. Restructuring charges consisted of $15 million of legal costs related to the sale of certain businesses, $9 million of employee severance costs, $8 million related to the transition of various administrative functions to our GBC and $10 million of other restructuring costs.
NOTE 5. LONG-TERM DEBT
The table below presents our long‑term debt included in the accompanying Condensed Consolidated Balance Sheets:
 September 30, 2025December 31, 2024
Senior unsecured notes:  
6.125% due 2028
$2,500 $2,500 
6.875% due 2031
362 362 
Senior secured first lien notes:  
5.125% due 2027
1,500 1,500 
4.625% due 2028
600 600 
4.250% due 2029
1,400 1,400 
4.375% due 2030
1,450 1,450 
6.125% due 2030
2,000 2,000 
6.750% due 2031
1,350 1,350 
Senior secured second lien notes:
6.250% due 2027
1,500 1,500 
Finance leases, mortgages and other notes604 605 
Unamortized issue costs and note discounts(79)(94)
Total long-term debt13,187 13,173 
Less: Current portion85 92 
Long-term debt, net of current portion$13,102 $13,081 
Senior Unsecured Notes and Senior Secured Notes
At September 30, 2025, we had senior unsecured notes and senior secured notes with aggregate principal amounts outstanding of $12.662 billion. These notes have fixed interest rates ranging from 4.250% to 6.875% and require semi‑annual interest payments in arrears. A payment of the principal and any accrued but unpaid interest is due upon the maturity date of the respective notes, which dates are staggered from February 2027 through November 2031.
Credit Agreement
We have a senior secured revolving credit facility (as amended, the “Credit Agreement”) that provides for revolving loans in an aggregate principal amount of up to $1.500 billion with a $200 million subfacility for standby letters of credit. Our borrowing availability, which is based on a specified percentage of eligible inventory and accounts receivable, was $1.500 billion at September 30, 2025. On that date, we had no cash borrowings outstanding under the Credit Agreement, and we had less than $1 million of standby letters of credit outstanding.
Letter of Credit Facility
We have a letter of credit facility (as amended to date, the “LC Facility”) that provides for the issuance, from time to time, of standby and documentary letters of credit in an aggregate principal amount of up to $200 million. At September 30, 2025, we had $104 million of standby letters of credit outstanding under the LC Facility.
NOTE 6. GUARANTEES
At September 30, 2025, 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
10
services at our hospitals was $176 million. We had a total liability of $141 million recorded for these guarantees included in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at September 30, 2025.
We have also 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 $59 million at September 30, 2025.
NOTE 7. EMPLOYEE BENEFIT PLANS
The accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025 and 2024 include $79 million and $52 million, respectively, of pre-tax compensation costs related to our stock‑based compensation arrangements.
Stock Options
As of September 30, 2025, there were 163,881 stock options outstanding under our share-based compensation plans, which had a weighted average exercise price per share of $24.19. During the nine months ended September 30, 2025 and 2024, 22,616 and 185,943 stock options, respectively, were exercised with an aggregate intrinsic value of $4 million and $17 million, respectively. Other than the exercise of these options, there was no activity related to our stock options during either of the nine-month periods ended September 30, 2025 or 2024. All outstanding options were vested and exercisable at September 30, 2025, and the options collectively had an aggregate intrinsic value of $29 million.
Restricted Stock Units
The following table presents information about our restricted stock unit (“RSU”) activity during the nine months ended September 30, 2025:
Number of RSUs
Weighted Average
Grant Date Fair 
Value Per RSU
Unvested at December 31, 20241,481,999 $83.84 
Granted596,923 $138.06 
Performance-based adjustment255,386 $80.85 
Vested(854,205)$80.61 
Forfeited(13,571)$95.83 
Unvested at September 30, 20251,466,532 $111.16 
During the nine months ended September 30, 2025, we granted 317,154 RSUs that will vest over periods ranging from one to four years. In addition, we granted 279,769 performance-based RSUs, the vesting of which is contingent on our achievement of specified performance goals for the years 2025 to 2028. Provided the goals are achieved, the performance‑based RSUs that could vest will range from 0% to 250% of the 279,769 units granted, depending on our level of achievement with respect to the performance goals. During the same period, we issued an additional 255,386 RSUs that vested immediately as a result of our level of achievement with respect to previously awarded performance-based RSUs.
During the nine months ended September 30, 2024, we granted 274,716 RSUs that vest over periods ranging from one to three years. In addition, we granted 297,339 performance-based RSUs, the vesting of which is contingent on our achievement of specified performance goals for the years 2024 to 2026. Provided the goals are achieved, the performance‑based RSUs that could vest will range from 0% to 250% of the 297,339 units granted, depending on our level of achievement with respect to the performance goals. During the same period, we issued an additional 205,075 RSUs that vested immediately as a result of our level of achievement with respect to previously awarded performance-based RSUs.
The fair value of an RSU is based on our share price on the grant date. The fair value of an RSU with a market‑based condition is estimated through the use of a Monte Carlo simulation. Significant inputs used in our valuation of these RSUs included the following:
Nine Months Ended September 30,
20252024
Expected volatility
36.6% - 48.0%
34.9% - 52.1%
Risk-free interest rate
4.1% - 4.3%
4.4% - 4.9%
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NOTE 8. EQUITY
The following tables present the changes in consolidated equity (dollars in millions, share amounts in thousands):
Common StockAdditional
Paid-In
Capital		Accumulated
Other
Comprehensive
Loss		Retained EarningsTreasury
Stock		Noncontrolling
Interests		Total Equity
Shares
Outstanding		Issued Par
Amount
Balances at December 31, 202495,109 $8 $4,873 $(180)$3,008 $(3,538)$1,649 $5,820 
Net income— — — — 406 — 95 501 
Distributions paid to noncontrolling interests— — — — — — (89)(89)
Other comprehensive income— — — 2 — — — 2 
Net purchases (sales) of businesses and noncontrolling interests— — (35)— — — 41 6 
Repurchases of common stock(2,629)— — — — (351)— (351)
Stock-based compensation expense, tax benefit and issuance of common stock405 — (12)— — — — (12)
Balances at March 31, 202592,885 8 4,826 (178)3,414 (3,889)1,696 5,877 
Net income— — — — 288 — 105 393 
Distributions paid to noncontrolling interests— — — — — — (83)(83)
Other comprehensive income— — — 1 — — — 1 
Net purchases of businesses and noncontrolling interests— — 10 — — — 9 19 
Repurchases of common stock(4,601)— — — — (753)— (753)
Stock-based compensation expense, tax benefit and issuance of common stock60 — 22 — — — — 22 
Balances at June 30, 202588,344 8 4,858 (177)3,702 (4,642)1,727 5,476 
Net income— — — — 342 — 106 448 
Distributions paid to noncontrolling interests— — — — — — (102)(102)
Other comprehensive income— — — 3 — — — 3 
Purchases (sales) of businesses and noncontrolling interests, net— — (9)— — — 38 29 
Repurchases of common stock(598)— — — — (94)— (94)
Stock-based compensation expense, tax benefit and issuance of common stock121 — 23 — — — — 23 
Balances at September 30, 202587,867 $8 $4,872 $(174)$4,044 $(4,736)$1,769 $5,783 
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Common StockAdditional
Paid-In
Capital		Accumulated
Other
Comprehensive
Loss		Retained Earnings
(Accumulated
Deficit)		Treasury
Stock		Noncontrolling
Interests		Total Equity
Shares
Outstanding		Issued Par
Amount
Balances at December 31, 202399,950 $8 $4,834 $(181)$(192)$(2,861)$1,509 $3,117 
Net income— — — — 2,151 — 82 2,233 
Distributions paid to noncontrolling interests— — — — — — (78)(78)
Other comprehensive income— — — 2 — — — 2 
Net sales of businesses and noncontrolling interests— — (5)— — — (23)(28)
Repurchases of common stock(2,811)— — — — (280)— (280)
Stock-based compensation expense, tax benefit and issuance of common stock534 — (23)— — — — (23)
Balances at March 31, 202497,673 8 4,806 (179)1,959 (3,141)1,490 4,943 
Net income— — — — 259 — 97 356 
Distributions paid to noncontrolling interests— — — — — — (70)(70)
Other comprehensive income— — — 2 — — — 2 
Net purchases of businesses and noncontrolling interests— — 12 — — — 64 76 
Repurchases of common stock(1,990)— — — — (273)— (273)
Stock-based compensation expense, tax benefit and issuance of common stock136 — 22 — — — — 22 
Balances at June 30, 202495,819 8 4,840 (177)2,218 (3,414)1,581 5,056 
Net income— — — — 472 — 95 567 
Distributions paid to noncontrolling interests— — — — — — (79)(79)
Other comprehensive income— — — 2 — — — 2 
Accretion of redeemable noncontrolling interests— — (5)— — — — (5)
Net sales of businesses and noncontrolling interests— — (3)— — — (5)(8)
Repurchases of common stock(795)— — — — (124)— (124)
Stock-based compensation expense, tax benefit and issuance of common stock59 — 17 — — — — 17 
Balances at September 30, 202495,083 $8 $4,849 $(175)$2,690 $(3,538)$1,592 $5,426 
Nonredeemable Noncontrolling Interests
The table below presents our nonredeemable noncontrolling interests balances by segment:
 September 30, 2025December 31, 2024
Hospital Operations$204 $205 
Ambulatory Care1,565 1,444 
Total nonredeemable noncontrolling interests$1,769 $1,649 
The table below presents our income available to nonredeemable noncontrolling interests by segment:
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2025202420252024
Hospital Operations$9 $14 $33 $35 
Ambulatory Care97 81 273 239 
Total net income available to nonredeemable noncontrolling interests
$106 $95 $306 $274 
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Share Repurchase Program Activity
In October 2022, our board of directors authorized the repurchase of up to $1.000 billion of our common stock through a share repurchase program (the “2022 share repurchase program”). This program allowed for share repurchases to be made in open‑market or privately negotiated transactions, at management’s discretion subject to market conditions and other factors, and in a manner consistent with applicable securities laws and regulations. The program did not require us to acquire any particular amount of common stock and could be suspended for periods or discontinued at any time. In July 2024, our board authorized a new share repurchase program (the “2024 share repurchase program”) of up to an additional $1.500 billion of our common stock with no expiration date, under terms substantially similar to the 2022 share repurchase program. We did not make any additional repurchases under the 2022 share repurchase program following the approval of the 2024 share repurchase program. In July 2025, our board of directors authorized a $1.500 billion increase to the 2024 share repurchase program.
The table below presents repurchase activity under both the 2022 and 2024 share repurchase programs:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum Dollar Value of Shares That May Yet Be Purchased Under the Program
 (In Thousands)(In Thousands)(In Millions)
Nine Months Ended September 30, 2025:
January 1 through January 31, 2025—$— —$1,376 
February 1 through February 28, 20251,800$134.98 1,800$1,133 
March 1 through March 31, 2025829$126.67 829$1,028 
April 1 through April 30, 2025—$— —$1,028 
May 1 through May 31, 20252,456$157.57 2,456$641 
June 1 through June 30, 20252,145$167.83 2,145$281 
July 1 through July 31, 2025598$155.43 598$1,688 
August 1 through August 31, 2025—$— —$1,688 
September 1 through September 30, 2025—$— —$1,688 
January 1 through September 30, 20257,828$151.75 7,828
Nine Months Ended September 30, 2024:
January 1 through January 31, 2024—$— —$550 
February 1 through February 29, 2024—$— —$550 
March 1 through March 31, 20242,811$98.86 2,811$272 
April 1 through April 30, 2024—$— —$272 
May 1 through May 31, 2024—$— —$272 
June 1 through June 30, 20241,990$135.85 1,990$2 
July 1 through July 31, 2024—$— —$1,500 
August 1 through August 31, 2024—$— —$1,500 
September 1 through September 30, 2024795$155.95 795$1,376 
January 1 through September 30, 20245,596$120.07 5,596
NOTE 9. 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, and managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients and other uninsured discount and charity programs. Net operating revenues for our Hospital Operations segment also include revenues from providing revenue cycle management and value‑based care services to hospitals, health systems, physician practices, employers and other clients, as well as income recognized under grant programs.
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The table below presents our sources of net operating revenues:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Hospital Operations:  
Net patient service revenues from hospitals and related outpatient facilities:
Medicare$512 $504 $1,590 $1,632 
Medicaid404 342 1,163 1,123 
Managed care2,374 2,425 7,197 7,464 
Uninsured15 10 50 40 
Indemnity and other157 148 395 439 
Total3,462 3,429 10,395 10,698 
Other revenues(1)
552 558 1,649 1,629 
Total Hospital Operations4,014 3,987 12,044 12,327 
Ambulatory Care1,275 1,139 3,739 3,275 
Net operating revenues$5,289 $5,126 $15,783 $15,602 
(1)Primarily revenue from physician practices and revenue cycle management.
Adjustments for prior‑year cost reports and related valuation allowances, principally related to Medicare and Medicaid, increased revenues in the nine months ended September 30, 2025 by $24 million, but did not result in a change in revenues during the nine months ended September 30, 2024. Estimated cost report settlements receivable, net of payables and valuation allowances, were 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 the final determination of amounts earned under all the above arrangements with Medicare and Medicaid.
The table below presents the composition of net operating revenues for our Ambulatory Care segment:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Net patient service revenues
$1,222 $1,098 $3,579 $3,152 
Other revenues(1)
53 41 160 123 
Net operating revenues$1,275 $1,139 $3,739 $3,275 
(1)Primarily revenue from management fees and other sources.
Performance Obligations
The following table presents revenue from revenue cycle management services 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:
  Three
Months
 Ending		Years EndingLater Years
December 31,
 Total20252026202720282029
Performance obligations$5,128 $180 $720 $719 $718 $718 $2,073 
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, variable‑based escalators, performance incentives, penalties or other variable consideration that is considered constrained. Our contract with Catholic Health Initiatives (“CHI”), now known as CommonSpirit Health and the minority interest holder in our Conifer Health Solutions, LLC joint venture, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Our contract term with CHI is scheduled to end on December 31, 2032.
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NOTE 10. 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 issued on an occurrence basis. For both the policy periods of April 1, 2024 through March 31, 2025 and April 1, 2025 through March 31, 2026, 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 in California, $200 million for all other earthquakes and a per‑occurrence sub‑limit of $200 million per named windstorm 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 for earthquakes in California and named windstorms, and 2% of insured values for earthquakes in the New Madrid fault zone, each with a maximum deductible per claim of $25 million. All other covered losses are subject to a minimum deductible of $5 million per occurrence.
Professional and General Liability Reserves
We are self‑insured for the majority of our professional and general liability claims, and we purchase insurance from third parties to cover catastrophic claims. At September 30, 2025 and December 31, 2024, the aggregate current and long‑term professional and general liability reserves in the accompanying Condensed Consolidated Balance Sheets were $1.178 billion and $1.138 billion, respectively. These accruals 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. Malpractice expense of $243 million and $245 million was included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025 and 2024, respectively.
NOTE 11. 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, commercial litigation and other legal actions 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 and privacy laws, tax audits and other matters. 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; however, we believe that the ultimate resolution of our existing ordinary‑course claims and lawsuits will not have a material effect on our business or financial condition.
New claims or inquiries may be initiated against us from time to time. These matters could, among other things: (1) require us to pay substantial damages or amounts in judgments or settlements, which, individually or in the aggregate, may 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 outpatient facilities or otherwise modify the way we conduct business.
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. We do not disclose an estimate when we have concluded that a loss is either not reasonably possible or a loss, or a range of loss, is not reasonably estimable, based on available information. Given the inherent uncertainties associated with material legal matters, especially those involving governmental agencies, and the indeterminate damages sought in some cases, we are unable to predict the ultimate liability we may incur from such matters, and an adverse outcome in one or more of these matters may be material to our results of operations or cash flows for any particular reporting period.
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The following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs:
Balances at
Beginning
of Period		Litigation and
Investigation
Costs
Cash
Payments

Other		Balances at
End of
Period
Nine Months Ended September 30, 2025$20 $34 $(29)$2 $27 
Nine Months Ended September 30, 2024$40 $18 $(45)$1 $14 
NOTE 12. REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES
Certain of our investees’ partnership and operating agreements contain terms that, upon the occurrence of specified events, could obligate us to purchase some or all of the noncontrolling interests related to our consolidated subsidiaries. The noncontrolling interests subject to these provisions, and the income available to those interests, are not included as part of our equity and are presented as redeemable noncontrolling interests in the accompanying Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024.
The following table presents the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries:
 Nine Months Ended September 30,
 20252024
Balances at beginning of period $2,727 $2,391 
Net income381 336 
Distributions paid to noncontrolling interests(311)(269)
Accretion of redeemable noncontrolling interests— 5 
Purchases and sales of businesses and noncontrolling interests, net120 186 
Balances at end of period $2,917 $2,649 
The divestiture of the AL Hospitals during the three months ended September 30, 2024 resulted in a decrease of $175 million in our redeemable noncontrolling interest balance during the same period.
The following tables present the composition by segment of our redeemable noncontrolling interests balances, as well as our net income available to redeemable noncontrolling interests:
 September 30, 2025December 31, 2024
Hospital Operations$879 $800 
Ambulatory Care2,038 1,927 
Redeemable noncontrolling interests$2,917 $2,727 
 Nine Months Ended September 30,
 20252024
Hospital Operations$82 $74 
Ambulatory Care299 262 
Net income available to redeemable noncontrolling interests$381 $336 
In June 2022, we entered into a share purchase agreement to acquire the 5% ownership interest then-held by Baylor University Medical Center in USPI for $406 million. Under the share purchase agreement, we were obligated to make non‑interest-bearing monthly payments through June 2025. We repaid the outstanding balance under the share purchase agreement in full during the three months ended June 30, 2025. At December 31, 2024, the remaining obligation under the share purchase agreement of $68 million was included in other current liabilities in the accompanying Condensed Consolidated Balance Sheet.
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NOTE 13. INCOME TAXES
A reconciliation between the amount of reported income tax expense and the amount computed by multiplying income before income taxes by the statutory federal tax rate is presented below:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Tax expense at statutory federal rate of 21%$149 $194 $445 $965 
State income taxes, net of federal income tax benefit23 66 78 291 
Tax benefit attributable to noncontrolling interests(50)(44)(144)(128)
Nondeductible goodwill— 33 — 161 
Stock-based compensation tax benefit(1)(1)(6)(7)
Changes in valuation allowance6 2 — (176)
Other items6 (9)23 (5)
Income tax expense$133 $241 $396 $1,101 
The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, resulting in significant changes to the U.S. federal tax code. We do not believe it will have a material impact on current year tax expense. Taxable income and current tax liability will be reduced due to the reinstatement of 100% bonus depreciation and changes to business interest deduction limitations. Under section 740 of the Accounting Standards Codification, the effects of the tax law changes are recognized in the period of enactment, which is the three months ending September 30, 2025.
Income before income taxes for the three months ended September 30, 2025 and 2024 was $712 million and $922 million, respectively, and $2.119 billion and $4.593 billion for the nine months ended September 30, 2025 and 2024, respectively. Our provision for income taxes during interim reporting periods is calculated by applying an estimate of the annual effective tax rate 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 available to noncontrolling interests was deducted from pre-tax income. During the nine months ended September 30, 2025, we recorded an increase of $1 million related to state interest expense carryforwards and a $1 million decrease related to a change in the realizability of deferred tax assets. During the nine months ended September 30, 2024, we recorded an income tax benefit of $176 million to decrease the valuation allowance, including a decrease of $193 million for utilization of interest expense carryforwards primarily due to gains from sales of facilities, and an increase of $17 million related to state interest expense carryforwards.
There were no adjustments to our estimated liabilities for uncertain tax positions during the nine months ended September 30, 2025. The total amount of unrecognized tax benefits as of September 30, 2025 was $71 million, of which $69 million, if recognized, would affect our effective tax rate and income tax benefit.
Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our condensed consolidated statements of operations. Approximately $3 million of interest and penalties related to accrued liabilities for uncertain tax positions are included for the nine months ended September 30, 2025. Total accrued interest and penalties on unrecognized tax benefits at September 30, 2025 were $10 million.
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NOTE 14. EARNINGS PER COMMON SHARE
The following table reconciles the numerators and denominators of our basic and diluted earnings per common share calculations. Net income available to our common shareholders is expressed in millions and weighted average shares are expressed in thousands.
 
Net Income Available
to Common
Shareholders
(Numerator)
Weighted Average Shares
(Denominator)
Per-Share Amount
Three Months Ended September 30, 2025   
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share
$342 87,951 $3.89 
Effect of dilutive instruments— 659 (0.03)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
$342 88,610 $3.86 
Three Months Ended September 30, 2024   
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share
$472 95,665 $4.93 
Effect of dilutive instruments1 987 (0.04)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
$473 96,652 $4.89 
Nine Months Ended September 30, 2025   
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share
$1,036 91,109 $11.37 
Effect of dilutive instruments— 696 (0.09)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
$1,036 91,805 $11.28 
Nine Months Ended September 30, 2024   
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share
$2,882 97,505 $29.56 
Effect of dilutive instruments2 1,013 (0.29)
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
$2,884 98,518 $29.27 
Dilutive instruments during the three and nine months ended September 30, 2025 and 2024 consisted of stock options, RSUs, convertible long‑term incentive awards, deferred compensation units and dividends on subsidiary preferred stock. During the nine-month period in 2024, our dilutive instruments also included RSUs issued under USPI’s restricted stock plan.
NOTE 15. FAIR VALUE MEASUREMENTS 
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. 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 utilize 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.
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Non-Recurring 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. The following table presents information about assets measured at fair value on a non-recurring basis and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair values:
TotalQuoted Prices
in Active
Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
September 30, 2025
Long-lived assets held for sale$82 $— $82 $— 
December 31, 2024
Long-lived assets held for sale$21 $— $21 $— 
Financial Instruments
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. At September 30, 2025 and December 31, 2024, the estimated fair value of our long‑term debt was approximately 100.1% and 97.8%, respectively, of the carrying value of the debt.
NOTE 16. ACQUISITIONS
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 allocated over those fair values is recorded as goodwill. The purchase price allocations for certain acquisitions completed in 2025 and 2024 are preliminary. We are in the process of assessing working capital balances and lease and other agreements assumed, as well as obtaining and evaluating valuations of the acquired property and equipment, management contracts and other intangible assets, and noncontrolling interests. Therefore, those purchase price allocations, including goodwill, recorded in the accompanying Condensed Consolidated Financial Statements are subject to adjustment once the assessments and valuation work are completed and evaluated. Such adjustments will be recorded as soon as practical and within the measurement period as defined by the accounting literature.
Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the nine months ended September 30, 2025 and 2024 were as follows:
Nine Months Ended September 30,
20252024
Current assets$49 $67 
Property and equipment39 60 
Other intangible assets13 133 
Goodwill477 847 
Long-term operating lease assets86 101 
Other long-term assets— 1 
Previously held investments in unconsolidated affiliates(80)(34)
Current liabilities(35)(55)
Current portion of long-term lease liabilities(6)(14)
Long-term operating lease liabilities(81)(12)
Other long-term liabilities(12)(101)
Redeemable noncontrolling interests in equity of consolidated subsidiaries(135)(393)
Noncontrolling interests(70)(59)
Cash paid, net of cash acquired(257)(514)
Gains (losses) on consolidations$(12)$27 
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The goodwill generated from our 2025 acquisitions, the majority of which we believe will not be deductible for income tax purposes, can be attributed to the benefits that we expect to realize from operating efficiencies and growth strategies. Goodwill recognized related to our acquisition activity during the nine months ended September 30, 2025 was entirely attributable to our Ambulatory Care segment.
During the nine months ended September 30, 2025, we adjusted the preliminary purchase price allocations of certain acquisitions completed by our Ambulatory Care segment in 2024 based on the results of completed valuations and post-closing working capital adjustments. These adjustments resulted in an increase in cash paid for the acquired entities of $9 million and a decrease of $10 million in goodwill recognized.
NOTE 17. SEGMENT INFORMATION
The following tables present 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 Condensed Consolidated Statements of Operations, as applicable.
September 30, 2025December 31, 2024
Assets:  
Hospital Operations$16,530 $16,722 
Ambulatory Care12,888 12,214 
Total $29,418 $28,936 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Capital expenditures:    
Hospital Operations$242 $188 $556 $536 
Ambulatory Care38 28 90 65 
Total $280 $216 $646 $601 
Depreciation and amortization:    
Hospital Operations$182 $171 $522 $523 
Ambulatory Care36 38 110 102 
Total $218 $209 $632 $625 
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Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
 Hospital OperationsAmbulatory CareTotalHospital OperationsAmbulatory CareTotal
Net operating revenues$4,014 $1,275 $5,289 $12,044 $3,739 $15,783 
Equity in earnings of unconsolidated affiliates1 63 64 5 176 181 
Less:
Salaries, wages and benefits1,888 316 2,204 5,558 925 6,483 
Supplies594 337 931 1,783 987 2,770 
Other operating expenses, net926 193 1,119 2,771 557 3,328 
Adjusted EBITDA$607 $492 1,099 $1,937 $1,446 3,383 
Reconciliation of Adjusted EBITDA:
Depreciation and amortization(218)(632)
Impairment and restructuring charges, and acquisition-related costs(23)(66)
Litigation and investigation benefit (costs)11 (34)
Interest expense(206)(616)
Other non-operating income, net29 80 
Net gains on sales, consolidation and deconsolidation of facilities20 4 
Income before income taxes$712 $2,119 
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
 Hospital OperationsAmbulatory CareTotalHospital OperationsAmbulatory CareTotal
Net operating revenues$3,987 $1,139 $5,126 $12,327 $3,275 $15,602 
Equity in earnings of unconsolidated affiliates1 61 62 7 175 182 
Less:
Salaries, wages and benefits1,908 310 2,218 5,876 831 6,707 
Supplies597 284 881 1,860 857 2,717 
Other operating expenses, net944 167 1,111 2,931 482 3,413 
Adjusted EBITDA$539 $439 978 $1,667 $1,280 2,947 
Reconciliation of Adjusted EBITDA:
Depreciation and amortization(209)(625)
Impairment and restructuring charges, and acquisition-related costs(19)(75)
Litigation and investigation costs(9)(18)
Interest expense(202)(623)
Loss from early extinguishment of debt— (8)
Other non-operating income, net35 89 
Net gains on sales, consolidation and deconsolidation of facilities348 2,906 
Income before income taxes$922 $4,593 
    Other operating expenses, net consists of various general and administrative expenses that are integral to supporting our operations. These expenses include, but are not limited to, medical fees, malpractice expense, information technology and software expenses, as well as gains or losses incurred from the disposition of long-lived assets.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION TO MANAGEMENT’S DISCUSSION AND ANALYSIS
The purpose of this section, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), is to provide a narrative explanation of our financial statements that enables investors to better understand our business, to enhance our overall financial disclosures, to give context to the analysis of our financial information, and to provide information about the quality of, and potential variability of, our financial condition, results of operations and cash flows. MD&A, which should be read in conjunction with the accompanying Condensed Consolidated Financial Statements, includes the following sections:
•Management Overview
•Forward-Looking Statements
•Sources of Revenue for Our Hospital Operations and Services Segment
•Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Estimates
Our business consists of our Hospital Operations and Services (“Hospital Operations”) segment and our Ambulatory Care segment. Our Hospital Operations segment is comprised of our acute care and specialty hospitals, a network of employed physicians and ancillary outpatient facilities. At September 30, 2025, our subsidiaries operated 50 hospitals serving primarily urban and suburban communities in eight states. Our Hospital Operations segment also included 135 outpatient facilities at September 30, 2025, including urgent care centers, imaging centers, off‑campus hospital emergency departments and micro‑hospitals. In addition, our Hospital Operations segment provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients through our Conifer Health Solutions, LLC joint venture.
Our Ambulatory Care segment, through our USPI Holding Company, Inc. subsidiary (“USPI”), held ownership interests in 530 ambulatory surgery centers (each, an “ASC”), 398 of which are consolidated, and 26 surgical hospitals, eight of which are consolidated, in 37 states at September 30, 2025. USPI’s facilities offer a range of procedures and service lines, including, among other specialties: orthopedics, total joint replacement, and spinal and other musculoskeletal procedures; gastroenterology; pain management; otolaryngology (ear, nose and throat); ophthalmology; and urology.
Unless otherwise indicated, all financial and statistical information included in MD&A relates to our continuing operations, with dollar amounts expressed in millions (except per adjusted admission and per adjusted patient day amounts). Continuing operations information includes the results of all facilities operated during any portion of the periods presented, and it reflects the performance of those facilities only for the time periods in which we operated them. Continuing operations information excludes the results of our hospitals and other businesses classified as discontinued operations for accounting purposes. We believe this presentation is useful to investors because continuing operations information reflects the impact of the addition or disposition of individual hospitals and other operations on our volumes, revenues and expenses.
In certain cases, information presented in MD&A for our Hospital Operations segment is described as presented on a same‑hospital basis, which includes facilities we operated for the entirety of the periods presented. For the nine-month periods ended September 30, 2025 and 2024, information presented on a same‑hospital basis includes the results of our same hospitals and those outpatient centers we operated throughout both periods, and excludes the results of: (1) three hospitals located in South Carolina and certain related operations (the “SC Hospitals”) we sold in January 2024; (2) four hospitals and certain related operations located in Orange County and Los Angeles County, California (the “OCLA CA Hospitals”) we sold in March 2024; (3) two hospitals and certain related operations located in San Luis Obispo County, California (the “Central CA Hospitals”), which we also sold in March 2024; (4) Westover Hills Baptist Hospital (“Westover Hills Hospital”), the acute care hospital we opened in Texas in July 2024; (5) a rehabilitation hospital in El Paso, Texas, in which we acquired a majority ownership interest in September 2024; (6) five hospitals and certain related operations located in Alabama we divested in September 2024 (the “AL Hospitals” and, together with the SC Hospitals, OCLA CA Hospitals and Central CA Hospitals, the “Divested Hospitals”); (7) the Florida Coast Medical Center, an acute care hospital we opened in Florida in September 2025; and (7) businesses classified as discontinued operations for accounting purposes during those periods, along with other ancillary facilities acquired or divested during the reporting periods that have a limited financial or operational impact. We present same‑hospital data because we believe it provides investors with useful information regarding the performance of our current portfolio of hospitals and other operations that are comparable for the periods presented. Furthermore, same‑hospital data may
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more clearly reflect recent trends we are experiencing with respect to volumes, revenues and expenses exclusive of variations caused by the addition or disposition of individual hospitals and other operations.
We present certain operational metrics and statistics in order to provide additional insight into our operational performance efficiency and to help investors better understand management’s view and strategic focus. We define these operational metrics and statistics as follows:
Adjusted admissions—represents actual admissions in the period adjusted to include outpatient services provided by facilities in our Hospital Operations segment by multiplying actual admissions by the sum of gross inpatient revenues and outpatient revenues and dividing the result by gross inpatient revenues;
Adjusted patient days—represents actual patient days in the period adjusted to include outpatient services provided by facilities in our Hospital Operations segment by multiplying actual patient days by the sum of gross inpatient revenues and outpatient revenues and dividing the result by gross inpatient revenues; and
Utilization of licensed beds—represents patient days divided by the number of days in the period divided by average licensed beds.
We also present certain metrics as a percentage of net operating revenues because a significant portion of our operating expenses are variable, and we present certain metrics on a per adjusted admission and per adjusted patient day basis to show trends other than volume.
Our Ambulatory Care segment reports growth data on a same-facility systemwide basis, which includes both consolidated and unconsolidated facilities held at the end of the period, as well as facilities acquired during the period on a pro forma basis as if owned for the full period. Divested facilities are generally excluded; however, management may include facilities sold near the end of the period when, in its judgment, their inclusion provides financial statement users with a better understanding of the segment's performance. This approach offers insights into the performance of our current portfolio by excluding variations from facility acquisitions or dispositions. Although we do not record the revenues of unconsolidated facilities, this information is important for understanding the financial performance of our Ambulatory Care segment, as these revenues form the basis for calculating management services revenues and equity in earnings of unconsolidated affiliates. Additionally, this presentation enhances comparability across periods.
MANAGEMENT OVERVIEW
OPERATING ENVIRONMENT AND TRENDS
In the Management Overview section of MD&A in our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”), we describe several trends impacting the healthcare industry, as well as other factors affecting the environment in which we operate, including staffing and labor trends, supply chain operational challenges, general economic and geopolitical conditions, and the impact of potential changes in federal and state healthcare laws, regulations, funding policies and reimbursement practices. In addition, the potential for new or increased tariffs on various goods including, but not limited to, medical supplies, pharmaceuticals and capital equipment and the potential impact to reimbursements and disruption in payments from the government shutdown have created further uncertainty within the healthcare sector. While we closely monitor developments in international trade policy, including those related to tariffs imposed or proposed by the U.S. government and its trading partners, the scope, implementation timeline and duration of such measures remain unclear. We are unable to predict if or to what extent future tariff actions could materially impact our supply chain, capital expenditures or operating costs, or the impact of a prolonged government shutdown on our operations.
In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, enacting significant changes to, among other things, the federal tax code and U.S. healthcare policy, coverage and reimbursement systems. While the most substantial healthcare provisions are not scheduled to take effect until 2027 and thereafter, the OBBBA introduces new limitations and eligibility requirements that are expected to materially impact Medicaid funding and enrollment, as well as the health insurance marketplace. We are unable to predict at this time how states will implement various requirements of the law. In addition, the OBBBA contained significant changes to the U.S. federal tax code related to the deductibility of depreciation and business interest expense. We do not believe these changes will have a material impact on current year tax expense. Additional discussion about the OBBBA’s expected impact on healthcare in the U.S. is set forth in the Government Programs section, and the tax-related provisions of the law are described in further detail in the Income Tax Expense section of Results of Operations, both below.
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STRATEGIES
Expanding Our Ambulatory Care Segment—We continue to focus on opportunities to expand our Ambulatory Care segment through acquisitions, organic growth in our physician relationships and service lines, construction of new outpatient centers and strategic partnerships. We believe USPI’s ASCs and surgical hospitals offer many advantages to patients and physicians, including greater affordability, predictability, flexibility and convenience. Moreover, we believe the volume and complexity of surgical cases performed in an outpatient setting will continue to increase over time. Historically, our outpatient services have generated significantly higher margins for us than inpatient services.
Driving Growth in Our Hospital Operations Segment—We remain committed to better positioning our hospitals and competing more effectively in the ever‑evolving healthcare environment by focusing on driving performance through operational effectiveness, investing in our physician enterprise, particularly our specialist network, enhancing patient and physician satisfaction, growing our higher‑demand and higher‑acuity clinical service lines (including outpatient lines), expanding patient and physician access, and optimizing our portfolio of assets. We believe our efforts in these areas improve the quality of care we deliver and enhance growth.
In September 2025, we opened the newly constructed Florida Coast Medical Center in Port St. Lucie, Florida. The 54‑bed acute care hospital offers specialized services, including advanced cardiac care, diagnostic services, an emergency care department, general surgery, neurosciences, orthopedics, robotics and urology.
Improving the Customer Care Experience—As consumers continue to become more engaged in managing their health, we recognize that understanding what matters most to them and earning their loyalty is imperative to our success. As such, we have enhanced our focus on treating our patients as traditional customers by broadening access to convenient, community‑focused services; expanding service lines aligned with growing community demand; offering greater affordability and predictability; improving our culture of service; and offering tailored health programs and education to better meet patient needs.
Recent advancements in technology and applications in healthcare, including Generative AI, are enabling our operations to accelerate the adoption of artificial intelligence (“AI”) enabled tools in areas such as clinical care coordination, medical documentation, revenue cycle management and administrative services. When used responsibly, we believe AI has the potential to enhance our business processes and support efficient delivery of high‑quality care.
Improving Profitability—We continue to focus on growing patient volumes and effective cost management as a means to improve profitability. We believe that emphasis on higher‑demand clinical service lines, focus on expanding our ambulatory care business, cultivation of our culture of service, participation in Medicare Advantage health plans and contracting strategies that create shared value with payers should help us grow our patient volumes over time. We are also continuing to pursue new opportunities to enhance efficiency, including further integration of enterprise‑wide centralized support functions, outsourcing additional functions unrelated to direct patient care, and reducing clinical and vendor contract variation.
Managing Our Capital Structure—All of our long‑term debt has a fixed rate of interest, except for outstanding borrowings under our senior secured revolving credit facility (as amended to date, the “Credit Agreement”), of which we had none at September 30, 2025. In addition, the maturity dates of our notes are staggered from 2027 through 2031. We believe that our capital structure helps to minimize the near‑term impact of increased interest rates, and the staggered maturities of our debt allow us to retire or refinance our debt over time.
In the nine months ended September 30, 2025, we repurchased $1.188 billion of our common stock pursuant to our share repurchase program. This program has no expiration date, it does not obligate us to acquire any particular amount of common stock, and it may be suspended for periods or discontinued at any time. At September 30, 2025, there was $1.688 billion available under this program for future repurchases.
Our ability to execute on our strategies and respond to the aforementioned trends in the current operating environment is subject to numerous risks and uncertainties, all of which may cause actual results to be materially different from expectations. For information about risks and uncertainties that could affect our results of operations, see the Forward‑Looking Statements and Risk Factors sections in Part I of our Annual Report.
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RECENT RESULTS OF OPERATIONS
The following table presents selected operating statistics for our Hospital Operations and Ambulatory Care segments on a continuing operations basis:
Three Months Ended September 30,Increase
(Decrease)
20252024
Hospital Operations – hospitals and related outpatient facilities:
Number of hospitals (at end of period)50 49 1 (1)
Total admissions118,852 126,844 (6.3)%
Adjusted admissions215,460 230,523 (6.5)%
Paying admissions (excludes charity and uninsured)113,458 120,959 (6.2)%
Charity and uninsured admissions5,394 5,885 (8.3)%
Admissions through emergency department88,579 93,693 (5.5)%
Emergency department visits, outpatient443,006 481,764 (8.0)%
Total emergency department visits531,585 575,457 (7.6)%
Total surgeries69,046 77,479 (10.9)%
Patient days — total569,766 628,593 (9.4)%
Adjusted patient days995,666 1,102,101 (9.7)%
Average length of stay (days)4.79 4.96 (3.4)%
Average licensed beds12,452 14,142 (12.0)%
Utilization of licensed beds49.7 %48.3 %1.4 %(1)
Total visits1,361,469 1,468,455 (7.3)%
Paying visits (excludes charity and uninsured)1,249,565 1,346,424 (7.2)%
Charity and uninsured visits111,904 122,031 (8.3)%
Ambulatory Care:
Total consolidated facilities (at end of period)406 383 23 (1)
Total consolidated cases491,782 463,001 6.2 %
(1)
The change is the difference between the 2025 and 2024 amounts presented.
Total admissions decreased by 7,992, or 6.3%, total emergency department visits decreased by 43,872, or 7.6%, and total surgeries decreased by 8,433, or 10.9%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decreases in our volumes primarily reflected the divestiture of the AL Hospitals in September 2024, partially offset by higher same‑hospital admissions during the three months ended September 30, 2025 and incremental volumes associated with the opening of our Westover Hills Hospital.
The 6.2% increase in our Ambulatory Care segment’s total consolidated cases in the three months ended September 30, 2025, as compared to the same period in 2024, was primarily attributable to incremental case volume from our recent acquisitions and same-facility case growth, net of the impact of the closure and sale of certain facilities.
The following table presents net operating revenues by segment on a continuing operations basis:
Three Months Ended September 30,Increase
(Decrease)
Revenues20252024
Hospital Operations$4,014 $3,987 0.7 %
Ambulatory Care1,275 1,139 11.9 %
Total$5,289 $5,126 3.2 %
Consolidated net operating revenues increased by $163 million, or 3.2%, in the three months ended September 30, 2025 compared to the same period in 2024. The increase of $27 million, or 0.7%, in our Hospital Operations segment’s net operating revenues for the three‑month period in 2025, as compared to the same period in 2024, was primarily due to the positive impact of a more favorable payer mix, increases in our same-hospital admissions, higher patient acuity, growth in Medicaid supplemental revenue and negotiated commercial rate increases in the 2025 period, largely offset by the divestiture of the AL Hospitals.
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Net operating revenues in our Ambulatory Care segment increased by $136 million, or 11.9%, in the three months ended September 30, 2025 compared to the same period in 2024. This change was primarily driven by our recently acquired ASCs, an increase in same-facility case volume and higher net revenue per case during the 2025 period, partially offset by the impact of the closure and sale of certain facilities.
The following table presents information about selected operating expenses by segment on a continuing operations basis:
 Three Months Ended September 30,Increase
(Decrease)
20252024
Hospital Operations:
Salaries, wages and benefits$1,888 $1,908 (1.0)%
Supplies594 597 (0.5)%
Other operating expenses926 944 (1.9)%
Total$3,408 $3,449 (1.2)%
Ambulatory Care:   
Salaries, wages and benefits$316 $310 1.9 %
Supplies337 284 18.7 %
Other operating expenses193 167 15.6 %
Total$846 $761 11.2 %
Total:   
Salaries, wages and benefits$2,204 $2,218 (0.6)%
Supplies931 881 5.7 %
Other operating expenses1,119 1,111 0.7 %
Total$4,254 $4,210 1.0 %
Rent/lease expense(1):
   
Hospital Operations$56 $65 (13.8)%
Ambulatory Care46 42 9.5 %
Total$102 $107 (4.7)%
(1) Included in other operating expenses.
The following table presents information about our Hospital Operations segment’s selected operating expenses per adjusted admission on a continuing operations basis:
 Three Months Ended September 30,Increase
(Decrease)
20252024
Salaries, wages and benefits per adjusted admission$8,761 $8,277 5.8 %
Supplies per adjusted admission2,754 2,590 6.3 %
Other operating expenses per adjusted admission4,299 4,094 5.0 %
Total per adjusted admission$15,814 $14,961 5.7 %
Salaries, wages and benefits expense for our Hospital Operations segment decreased by $20 million, or 1.0%, in the three months ended September 30, 2025 compared to the same period in 2024. This decrease was primarily attributable to the divestiture of the AL Hospitals in September 2024, as well as a decrease in incentive compensation expense and lower contract labor and premium pay costs during the 2025 period. These factors were partially offset by higher employee benefit costs and annual merit increases for certain of our employees. On a per adjusted admission basis, salaries, wages and benefits expense in our Hospital Operations segment during the three months ended September 30, 2025 increased by 5.8% compared to the same period in 2024.
Supplies expense for our Hospital Operations segment decreased by $3 million, or 0.5%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This change was primarily due to the divestiture of the AL Hospitals during 2024, as well as our continued focus on cost‑efficiency measures, which include product standardization, contract management, improved utilization, bulk purchases, focused spending and operational improvements, among others. These factors were partially offset by an increase in same-hospital patient admissions, as well as higher acuity
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during the 2025 period. On a per adjusted admission basis, supplies expense increased by 6.3% in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Other operating expenses for our Hospital Operations segment decreased by $18 million, or 1.9%, in the three months ended September 30, 2025 compared to the same period in 2024. This decrease was primarily attributable to the divestiture of the AL Hospitals during the three months ended September 30, 2024, partially offset by an increase in same-hospital medical fees; malpractice expense; and professional and consulting fees during the same period in 2025. On a per adjusted admission basis, other operating expenses during the three months ended September 30, 2025 increased by 5.0% compared to the same period in 2024.
LIQUIDITY AND CAPITAL RESOURCES OVERVIEW
Cash and cash equivalents were $2.975 billion at September 30, 2025 compared to $2.625 billion at June 30, 2025. Significant cash flow items in the three months ended September 30, 2025 included:
•Net cash provided by operating activities before interest, taxes, impairment and restructuring charges, and acquisition‑related costs, and litigation costs and settlements of $1.248 billion;
•$280 million of capital expenditures;
•Distributions paid to noncontrolling interests totaling $211 million;
•Purchases of businesses or joint venture interests, net of cash acquired, of $119 million;
•Interest payments of $100 million;
•$93 million of payments to purchase approximately 598 thousand shares of our common stock; and
•Income tax payments of $87 million.
Net cash provided by operating activities was $2.809 billion in the nine months ended September 30, 2025 compared to $2.378 billion in the nine months ended September 30, 2024. Key factors contributing to the change between the 2025 and 2024 periods included the following:
•An increase in net income before interest, taxes, depreciation and amortization, impairment and restructuring charges, acquisition‑related costs, litigation costs and settlements, loss from early extinguishment of debt, other non-operating income or expense, and net gains on sales, consolidation and deconsolidation of facilities of $436 million;
•Interest payments that were $56 million lower in the 2025 period;
•An increase in income tax payments of $21 million; and
•The timing of working capital items.
FORWARD-LOOKING STATEMENTS
This report includes “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements, other than statements of historical or present facts, that address activities, events, outcomes, business strategies and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, target, estimate or anticipate (and other similar expressions) will, should or may occur in the future are forward‑looking statements, including (but not limited to) disclosures regarding (1) our future earnings, financial position, and operational and strategic initiatives, (2) developments in the healthcare industry, and (3) the anticipated impacts of economic and public health conditions and government actions on our business. Forward‑looking statements represent management’s expectations, based on currently available information, as to the outcome and timing of future events, but, by their nature, address matters that are indeterminate. They involve known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward‑looking statements. Such factors include, but are not limited to, the risks of potential delays, reductions or disruptions in payments from a prolonged government shutdown, and other risks described in the Forward‑Looking Statements and Risk Factors sections in Part I of our Annual Report.
When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements in our Annual Report and in this report. Should one or more of the risks and uncertainties described in these reports occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those
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expressed in any forward‑looking statement. We specifically disclaim any obligation to update any information contained in a forward‑looking statement or any forward‑looking statement in its entirety except as required by law.
All forward‑looking statements attributable to us are expressly qualified in their entirety by this cautionary information.
SOURCES OF REVENUE FOR OUR HOSPITAL OPERATIONS SEGMENT
We earn revenues for patient services from a variety of sources, primarily managed care payers and the federal Medicare program, as well as state Medicaid programs, indemnity‑based health insurance companies and uninsured patients (that is, patients who do not have health insurance and are not covered by some other form of third‑party arrangement).
The following table presents the sources of net patient service revenues for our hospitals and related outpatient facilities, expressed as percentages of net patient service revenues from all sources on a continuing operations basis:
Three Months Ended
September 30,
Increase
(Decrease)(1)
Nine Months Ended
September 30,
Increase
(Decrease)(1)
2025202420252024
Medicare14.8 %14.7 %0.1 %15.3 %15.3 %— %
Medicaid11.7 %10.0 %1.7 %11.2 %10.5 %0.7 %
Managed care(2)
68.6 %70.7 %(2.1)%69.2 %69.7 %(0.5)%
Uninsured0.4 %0.3 %0.1 %0.5 %0.4 %0.1 %
Indemnity and other4.5 %4.3 %0.2 %3.8 %4.1 %(0.3)%
(1)
The change is the difference between the 2025 and 2024 percentages presented.
(2) Includes Medicare and Medicaid managed care programs.
Our payer mix on an admissions basis for our hospitals, expressed as a percentage of total admissions from all sources on a continuing operations basis, is presented below:
 Three Months Ended
September 30,
Increase
(Decrease)(1)
Nine Months Ended
September 30,
Increase
(Decrease)(1)
Admissions from:2025202420252024
Medicare17.7 %17.5 %0.2 %18.5 %18.5 %— %
Medicaid3.7 %4.8 %(1.1)%3.8 %4.7 %(0.9)%
Managed care(2)
70.3 %69.3 %1.0 %69.7 %68.7 %1.0 %
Charity and uninsured4.5 %4.6 %(0.1)%4.3 %4.5 %(0.2)%
Indemnity and other3.8 %3.8 %— %3.7 %3.6 %0.1 %
(1)
The change is the difference between the 2025 and 2024 percentages presented.
(2) Includes Medicare and Medicaid managed care programs.
GOVERNMENT PROGRAMS
The Centers for Medicare & Medicaid Services (“CMS”) is an agency of the U.S. Department of Health and Human Services that administers a number of government programs authorized by federal law; it is the single largest payer of healthcare services in the United States. Medicare is a federally funded health insurance program primarily for individuals 65 years of age and older, as well as some younger people with certain disabilities and conditions, and is provided without regard to income or assets. Medicaid is co‑administered by the states and is jointly funded by the federal government and state governments. Medicaid is the nation’s main public health insurance program for people with low incomes and is the largest source of health coverage in the United States. The Children’s Health Insurance Program (“CHIP”), which is also co‑administered by the states and jointly funded, provides health coverage to children in families with incomes too high to qualify for Medicaid, but too low to afford private coverage. Unlike Medicaid, the CHIP is limited in duration and requires the enactment of reauthorizing legislation. Funding for the CHIP has been reauthorized through federal fiscal year (“FFY”) 2029.
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Recent and Potential Future Changes in Healthcare Policy
The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”), extended health coverage to millions of uninsured legal U.S. residents through a combination of private sector health insurance reforms and public program expansion. The expansion of Medicaid in 40 states (including four of the eight states in which we operate acute care hospitals) and the District of Columbia is currently financed through:
•negative “productivity adjustments” to the annual market basket updates, which began in 2011 and do not expire under current law; and
•reductions to Medicare and Medicaid disproportionate share hospital (“DSH”) payments, which began for Medicare payments in FFY 2014 and on October 1, 2025 for Medicaid payments.
The expansion of health insurance coverage under the Affordable Care Act resulted in an increase in the number of patients using our facilities with either private or public program coverage and a decrease in uninsured and charity care admissions. Although a substantial portion of our patient volumes and, as a result, our revenues have historically been derived from government healthcare programs, reductions to our reimbursement under the Medicare and Medicaid programs due to the Affordable Care Act have been partially offset by increased revenues from providing care to previously uninsured individuals.
Over the past several years, various laws and regulations lengthened the enrollment period, expanded income eligibility, and reduced premium caps for subsidies for individuals purchasing Affordable Care Act coverage through state and federal marketplaces – all of which led to increased enrollment numbers, particularly in states that have not expanded Medicaid. Certain of these provisions are set to expire at the end of 2025; if they are not extended or if the state and federal marketplaces are otherwise materially disrupted, increases in premiums, which could be significant, are likely. Such increases could potentially lead to decreased enrollment and a corresponding rise in the uninsured or a shift of individuals from commercial coverage to government program coverage beginning in 2026. In such a case, we may experience decreased patient volumes, reduced revenues and an increase in uncompensated care, which would adversely affect our results of operations and cash flows.
The impact of the recently enacted OBBBA is expected to be far-reaching, with significant implications for states, their healthcare programs and consumers. Key provisions, the most significant of which are set to take effect beginning in 2027, include new Medicaid work requirements, caps on state-directed payments, limits on provider taxes, stricter eligibility checks, financial incentives for accurate state administration and reforms to federal subsidies.
Once the OBBBA is implemented, the Congressional Budget Office anticipates that millions of individuals could lose health insurance between now and 2034. With respect to Medicaid, these coverage losses may primarily be attributable to policy changes, including the aforementioned work requirements, more frequent eligibility reviews and limits on eligibility. With respect to individuals who purchase Affordable Care Act coverage through state and federal marketplaces, these losses may primarily be attributable to changes in pre-verification requirements and limits to tax credit eligibility. The number of individuals losing health insurance will vary across states, depending on a number of different factors. States are awaiting additional guidance from federal agencies on several provisions and are likely to have variation in the details of how they will implement the provisions of the law.
Because most states must operate with balanced budgets, and the Medicaid program is generally a significant portion of a state’s budget, states can be expected to reevaluate their financial plans for 2026 and beyond. The OBBBA’s legislative and forthcoming regulatory changes may result in material reductions to Medicaid payments, changes to Medicaid supplemental payment programs and payment delays. Federal government denials or delayed approvals of state waiver applications or extension requests could also materially impact Medicaid funding levels, most significantly in those states that have expanded Medicaid.
At this time, we cannot estimate the OBBBA’s impact, nor can we predict the timing of that impact, on our future business, financial condition or results of operations, however, we may experience decreased payments from Medicare, Medicaid and other government programs, as well as delays in the timing of payments to our facilities.
We also cannot predict whether or how Congress may further extend or modify provisions of or relating to the Affordable Care Act, the OBBBA or other laws affecting the healthcare industry generally, nor can we predict how the current administration might further influence, promulgate or implement rules, regulations or executive orders that affect the healthcare industry directly or indirectly. If the rates paid by governmental payers are materially reduced, if the scope of services covered by governmental payers is significantly limited, if eligibility or enrollment is further restricted, if there are changes to align payment rates for certain procedures across various care settings in a site neutral manner, or if we or one or more of our
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hospitals are excluded from participation in the Medicare or Medicaid program or any other government healthcare program, there may be a material adverse effect on our business, financial condition, results of operations or cash flows. Future federal and state healthcare funding policy changes, along with other initiatives and requirements, may, among other things, adversely affect our patient volumes, case mix and revenue mix, increase our operating costs, materially reduce the reimbursement we receive for our services, diminish our competitive position or require us to expend resources to modify certain aspects of our operations.
Medicare
Medicare offers its beneficiaries different ways to obtain their medical benefits. One option, the Original Medicare Plan (which includes “Part A” and “Part B”), is a fee‑for‑service (“FFS”) payment system. The other option, called Medicare Advantage (sometimes called “Part C” or “MA Plans”), includes health maintenance organizations (“HMOs”), preferred provider organizations (“PPOs”), private FFS Medicare special needs plans and Medicare medical savings account plans. Our total net patient service revenues from operation of the hospitals and related outpatient facilities in our Hospital Operations segment for services provided to patients enrolled in the Original Medicare Plan were $512 million and $504 million for the three months ended September 30, 2025 and 2024, respectively, and $1.590 billion and $1.632 billion for the nine months ended September 30, 2025 and 2024, respectively. A general description of the types of payments we receive for services provided to patients enrolled in the Original Medicare Plan is provided in our Annual Report. Recent regulatory and legislative updates to the terms of these payment systems and their estimated effect on our revenues can be found under “Regulatory and Legislative Updates” below.
Medicaid
Medicaid programs and the corresponding reimbursement methodologies vary from state‑to‑state and from year‑to‑year. In addition to traditional Medicaid programs, we also receive DSH and other supplemental revenues under various state Medicaid programs. All Medicaid patient service revenue is presented net of provider taxes or assessments paid by our hospitals. During the three and nine months ended September 30, 2025 and 2024, revenue from Medicaid programs included $346 million and $268 million, respectively, and $1.023 billion and $893 million, respectively, of revenue attributable to DSH and other supplemental programs. Revenue from Medicaid programs constituted approximately 11% of our total net patient services revenues during each of the nine-month periods ended September 30, 2025 and 2024.
Because we cannot predict what actions the federal government or the states may take under existing or future legislation and/or regulatory changes to address budget gaps, deficits, Medicaid expansion, Medicaid eligibility redeterminations, provider fee programs, state‑directed payment programs or Medicaid Section 1115 waivers, we are unable to assess the effect that any such legislation or regulatory action might have on our business; however, the impact on our future financial position, results of operations or cash flows may be material.
Regulatory and Legislative Updates
Material updates to the information set forth in our Annual Report about the Medicare and Medicaid payment systems, as well as other government programs impacting our business, are provided below.
Payment and Policy Changes to the Medicare Inpatient Prospective Payment Systems—Section 1886(d) of the Social Security Act requires CMS to update Medicare inpatient FFS payment rates for hospitals reimbursed under the inpatient prospective payment systems (“IPPS”) annually. The updates generally become effective October 1, the beginning of the FFY. In August 2025, CMS issued final changes to the Hospital Inpatient Prospective Payment Systems for Acute Care Hospitals and Fiscal Year 2026 Rates (“Final IPPS Rule”). According to CMS, the combined impact of the proposed payment and policy changes in the Final IPPS Rule for operating costs will yield an average 4.4% increase in Medicare operating payments for proprietary hospitals in FFY 2026. The Final IPPS Rule includes the following payment and policy changes, among others:
•A market basket increase of 3.3% for Medicare severity‑adjusted diagnosis‑related groups (“MS‑DRG”) operating payments for hospitals reporting specified quality measure data and that are meaningful users of electronic health record technology; CMS also finalized a 0.7% multifactor productivity reduction required by the Affordable Care Act that results in a net operating payment update of 2.6% before budget neutrality adjustments;
•A decrease in the cost outlier threshold from $46,217 to $40,397;
•A 2.35% net increase in the capital federal MS‑DRG rate;
•Updates to the three factors used to determine the amount and distribution of Medicare uncompensated care disproportionate share hospital payments; and
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•Updates to the implementation of the Transforming Episode Accountability Model (“TEAM”), which will begin January 1, 2026 and end December 31, 2030 for certain episodic categories. TEAM will be mandatory, with limited exceptions, for all hospitals located within the CMS selected Core-Based Statistical Areas (“CBSAs”). Nine of our acute care hospitals and one surgical hospital are included in the CBSAs .
Proposed Payment and Policy Changes to the Medicare Outpatient Prospective Payment and Ambulatory Surgery Center Payment Systems—In July 2025, CMS released the proposed policy changes and payment rates for the Hospital Outpatient Prospective Payment System (“OPPS”) and Ambulatory Surgical Center Payment System for Calendar Year (“CY”) 2026 (“Proposed OPPS/ASC Rule”). CMS projects that the impact of the payment and policy changes in the Proposed OPPS/ASC Rule will yield an average 0.7% net increase in Medicare FFS OPPS payments for propriety hospitals in CY 2026. The proposed net increase includes a reduction in overall Medicare FFS OPPS payments for propriety hospitals due to CMS’ proposal to revise its November 2023 final rule entitled Hospital OPPS: Remedy for 340B-Acquired Drug Payment Policy for CYs 2018‑2022. In the prior rule, CMS proposed a reduction in non-drug items and services by 0.5% per year until the prescribed payment reduction total had been recouped in full. This revised 340B remedy provision in the Proposed OPPS/ASC Rule updates the annual offset percentage for non-drug items and services from 0.5% to 2.0% starting in CY 2026; CMS estimates this increased offset will remain in effect until CY 2031. In addition, CMS projects that the impact of the payment and policy changes in the Proposed OPPS/ASC Rule will yield an average increase of 2.4% in Medicare FFS ASC payments.
MANAGED CARE
As described in detail in our Annual Report, in addition to payments from government programs, we receive revenue under contracts with commercial insurers, including both managed care arrangements with various HMOs and PPOs and indemnity‑based agreements. These contracts offer varying structures for patient access, utilization and reimbursement. Our top 10 managed care payers generated 69% of our managed care net patient service revenues for the nine months ended September 30, 2025. During the same period, national payers generated 48% of our managed care net patient service revenues; the remainder came from regional or local payers.
The amount of our managed care net patient service revenues, including Medicare and Medicaid managed care programs, from our hospitals and related outpatient facilities during the three months ended September 30, 2025 and 2024 was $2.374 billion and $2.425 billion, respectively, and $7.197 billion and $7.464 billion during the nine months ended September 30, 2025 and 2024, respectively. All Medicaid managed care patient service revenue is presented net of provider taxes or assessments paid by our hospitals.
UNINSURED PATIENTS
Uninsured patients are patients who do not qualify for government programs payments, such as Medicare and Medicaid, do not have some form of private insurance and, therefore, are responsible for their own medical bills. We provide financial assistance through our Compact with Uninsured Patients, which is designed to offer discounts to certain uninsured patients, and our charity and uninsured discount programs for uninsured patients who are unable to pay for the healthcare services they receive. The following table presents 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:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Estimated costs for:    
Uninsured patients$99 $135 $317 $406 
Charity care patients45 22 104 68 
Total $144 $157 $421 $474 
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RESULTS OF OPERATIONS
The following table presents our consolidated net operating revenues, operating expenses and operating income, both in dollar amounts and as percentages of net operating revenues, on a continuing operations basis:
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2025
2024(1)
2025
2024(1)
Net operating revenues:    
Hospital Operations$4,014 $3,987 $12,044 $12,327 
Ambulatory Care1,275 1,139 3,739 3,275 
Net operating revenues 5,289 5,126 15,783 15,602 
Equity in earnings of unconsolidated affiliates64 62 181 182 
Operating expenses:
Salaries, wages and benefits2,204 2,218 6,483 6,707 
Supplies931 881 2,770 2,717 
Other operating expenses, net1,119 1,111 3,328 3,413 
Depreciation and amortization218 209 632 625 
Impairment and restructuring charges, and acquisition-related costs23 19 66 75 
Litigation and investigation costs (benefit)(11)9 34 18 
Net gains on sales, consolidation and deconsolidation of facilities(20)(348)(4)(2,906)
Operating income$889 $1,089 $2,655 $5,135 
Net operating revenues100.0 %100.0 %100.0 %100.0 %
Equity in earnings of unconsolidated affiliates1.2 %1.2 %1.1 %1.2 %
Operating expenses:
Salaries, wages and benefits41.7 %43.3 %41.1 %43.0 %
Supplies17.6 %17.2 %17.6 %17.4 %
Other operating expenses, net21.2 %21.6 %21.0 %21.9 %
Depreciation and amortization4.1 %4.1 %4.0 %4.0 %
Impairment and restructuring charges, and acquisition-related costs0.4 %0.4 %0.4 %0.5 %
Litigation and investigation costs (benefit)(0.2)%0.2 %0.2 %0.1 %
Net gains on sales, consolidation and deconsolidation of facilities(0.4)%(6.8)%— %(18.6)%
Operating income16.8 %21.2 %16.8 %32.9 %
(1)Grant income is no longer significant enough to be presented separately and is now included in net operating revenues for the respective segment. Prior year ratios have been adjusted to reflect the resulting change in net operating revenues.
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The following tables present our net operating revenues, operating expenses and operating income, both in dollar amounts and as percentages of net operating revenues, by segment on a continuing operations basis:
Three Months Ended
September 30, 2025		Nine Months Ended
September 30, 2025
Hospital OperationsAmbulatory CareHospital OperationsAmbulatory Care
Net operating revenues $4,014 $1,275 $12,044 $3,739 
Equity in earnings of unconsolidated affiliates1 63 5 176 
Operating expenses:  
Salaries, wages and benefits1,888 316 5,558 925 
Supplies594 337 1,783 987 
Other operating expenses, net926 193 2,771 557 
Depreciation and amortization182 36 522 110 
Impairment and restructuring charges, and acquisition-related costs16 7 35 31 
Litigation and investigation costs (benefit)(11)— 34 — 
Net losses (gains) on sales, consolidation and deconsolidation of facilities2 (22)(8)4 
Operating income$418 $471 $1,354 $1,301 
Net operating revenues100.0 %100.0 %100.0 %100.0 %
Equity in earnings of unconsolidated affiliates— %4.9 %— %4.7 %
Operating expenses:
Salaries, wages and benefits47.0 %24.8 %46.1 %24.7 %
Supplies14.8 %26.4 %14.8 %26.4 %
Other operating expenses, net23.1 %15.1 %23.0 %14.9 %
Depreciation and amortization4.6 %2.9 %4.4 %3.0 %
Impairment and restructuring charges, and acquisition-related costs0.4 %0.5 %0.3 %0.8 %
Litigation and investigation costs (benefit)(0.3)%— %0.3 %— %
Net losses (gains) on sales, consolidation and deconsolidation of facilities— %(1.7)%(0.1)%0.1 %
Operating income10.4 %36.9 %11.2 %34.8 %
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Three Months Ended
September 30, 2024(1)
Nine Months Ended
September 30, 2024(1)
Hospital OperationsAmbulatory CareHospital OperationsAmbulatory Care
Net operating revenues $3,987 $1,139 $12,327 $3,275 
Equity in earnings of unconsolidated affiliates1 61 7 175 
Operating expenses: 
Salaries, wages and benefits1,908 310 5,876 831 
Supplies597 284 1,860 857 
Other operating expenses, net944 167 2,931 482 
Depreciation and amortization171 38 523 102 
Impairment and restructuring charges, and acquisition-related costs7 12 37 38 
Litigation and investigation costs8 1 17 1 
Net gains on sales, consolidation and deconsolidation of facilities(330)(18)(2,803)(103)
Operating income$683 $406 $3,893 $1,242 
Net operating revenues100.0 %100.0 %100.0 %100.0 %
Equity in earnings of unconsolidated affiliates— %5.4 %0.1 %5.3 %
Operating expenses:
Salaries, wages and benefits47.9 %27.2 %47.7 %25.4 %
Supplies15.0 %24.9 %15.1 %26.2 %
Other operating expenses, net23.7 %14.8 %23.8 %14.6 %
Depreciation and amortization4.2 %3.3 %4.2 %3.1 %
Impairment and restructuring charges, and acquisition-related costs0.2 %1.1 %0.3 %1.2 %
Litigation and investigation costs0.2 %0.1 %0.1 %— %
Net gains on sales, consolidation and deconsolidation of facilities(8.3)%(1.6)%(22.7)%(3.1)%
Operating income17.1 %35.6 %31.6 %37.9 %
(1)Grant income is no longer significant enough to be presented separately and is now included in net operating revenues for the respective segment. Prior year ratios have been adjusted to reflect the resulting change in net operating revenues.
Consolidated net operating revenues increased $181 million, or 1.2%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Our Hospital Operations segment’s net operating revenues decreased by $283 million, or 2.3%, during the nine months ended September 30, 2025 compared to the same period in 2024. This decrease was primarily attributable to the sales of the Divested Hospitals during 2024, partially offset by a more favorable payer mix, increased same‑hospital patient admissions, higher patient acuity, growth in Medicaid supplemental revenue and negotiated commercial rate increases in the 2025 period.
During the nine months ended September 30, 2025, net operating revenues in our Ambulatory Care segment increased by $464 million, or 14.2%, as compared to the same period in 2024. This increase was driven by incremental revenue from our recent acquisitions, net of the impact of the closure and sale of certain facilities, as well as growth in same‑facility net operating revenues attributable to higher net revenue per case.

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RESULTS OF OPERATIONS BY SEGMENT
Hospital Operations Segment
The following tables present operating statistics, revenues and expenses of our hospitals and related outpatient facilities on a same‑hospital basis, unless otherwise indicated:
 Same-HospitalSame-Hospital
 Three Months Ended
September 30,		Increase
(Decrease)		Nine Months Ended
September 30,		Increase
(Decrease)
Admissions, Patient Days and Surgeries2025202420252024
Number of hospitals47 47 — (1)47 47 — (1)
Total admissions117,240 115,562 1.5 %351,854 343,381 2.5 %
Adjusted admissions212,370 209,351 1.4 %631,995 622,305 1.6 %
Paying admissions (excludes charity and uninsured)111,930 110,356 1.4 %336,633 327,970 2.6 %
Charity and uninsured admissions5,310 5,206 2.0 %15,221 15,411 (1.2)%
Admissions through emergency department87,456 86,165 1.5 %265,256 257,027 3.2 %
Paying admissions as a percentage of total admissions95.5 %95.5 %— %(1)95.7 %95.5 %0.2 %(1)
Charity and uninsured admissions as a percentage of total admissions4.5 %4.5 %— %(1)4.3 %4.5 %(0.2)%(1)
Emergency department admissions as a percentage of total admissions74.6 %74.6 %— %(1)75.4 %74.9 %0.5 %(1)
Surgeries — inpatient30,020 29,786 0.8 %89,163 88,545 0.7 %
Surgeries — outpatient38,405 38,193 0.6 %113,158 115,468 (2.0)%
Total surgeries68,425 67,979 0.7 %202,321 204,013 (0.8)%
Patient days — total560,883 569,044 (1.4)%1,719,419 1,722,278 (0.2)%
Adjusted patient days981,474 992,319 (1.1)%2,983,531 3,001,033 (0.6)%
Average length of stay (days)4.78 4.92 (2.8)%4.89 5.02 (2.6)%
Licensed beds (at end of period)12,306 12,309 — %12,306 12,309 — %
Average licensed beds12,306 12,309 — %12,307 12,332 (0.2)%
Utilization of licensed beds49.5 %50.2 %(0.7)%(1)51.2 %51.0 %0.2 %(1)
(1)
The change is the difference between the 2025 and 2024 amounts or percentages presented.
 Same-HospitalSame-Hospital
 Three Months Ended
September 30,		Increase
(Decrease)		Nine Months Ended
September 30,		Increase
(Decrease)
Outpatient Visits2025202420252024
Total visits1,353,132 1,373,734 (1.5)%4,019,325 4,074,818 (1.4)%
Paying visits (excludes charity and uninsured)1,242,089 1,257,934 (1.3)%3,731,998 3,778,148 (1.2)%
Charity and uninsured visits111,043 115,800 (4.1)%287,327 296,670 (3.1)%
Emergency department visits436,489 448,589 (2.7)%1,340,176 1,377,106 (2.7)%
Surgery visits38,405 38,193 0.6 %113,158 115,468 (2.0)%
Paying visits as a percentage of total visits91.8 %91.6 %0.2 %(1)92.9 %92.7 %0.2 %(1)
Charity and uninsured visits as a percentage of total visits8.2 %8.4 %(0.2)%(1)7.1 %7.3 %(0.2)%(1)
(1)
The change is the difference between the 2025 and 2024 percentages presented.
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 Same-HospitalSame-Hospital
 Three Months Ended
September 30,		Increase
(Decrease)		Nine Months Ended
September 30,		Increase
(Decrease)
Revenues2025202420252024
Total segment net operating revenues$3,972 $3,718 6.8 %$11,942 $11,236 6.3 %
Selected revenue data – hospitals and related outpatient facilities:
Net patient service revenues$3,422 $3,184 7.5 %$10,296 $9,688 6.3 %
Net patient service revenue per adjusted admission$16,113 $15,209 5.9 %$16,291 $15,568 4.6 %
Net patient service revenue per adjusted patient day$3,487 $3,209 8.7 %$3,451 $3,228 6.9 %
 Same-HospitalSame-Hospital
 Three Months Ended
September 30,		Increase
(Decrease)		Nine Months Ended
September 30,		Increase
(Decrease)
Selected Operating Expenses2025202420252024
Salaries, wages and benefits$1,870 $1,791 4.4 %$5,519 $5,358 3.0 %
Supplies589 548 7.5 %1,769 1,666 6.2 %
Other operating expenses, net913 860 6.2 %2,734 2,602 5.1 %
$3,372 $3,199 5.4 %$10,022 $9,626 4.1 %
 Same-HospitalSame-Hospital
Selected Operating Expenses as a Percentage of Net Operating RevenuesThree Months Ended
September 30,
Increase
(Decrease)(1)
Nine Months Ended
September 30,
Increase
(Decrease)(1)
2025202420252024
Salaries, wages and benefits47.1 %48.2 %(1.1)%46.2 %47.7 %(1.5)%
Supplies14.8 %14.7 %0.1 %14.8 %14.8 %— %
Other operating expenses, net23.0 %23.1 %(0.1)%22.9 %23.2 %(0.3)%
(1)
The change is the difference between the 2025 and 2024 percentages presented.
Revenues
Same‑hospital net operating revenues increased by $254 million, or 6.8%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the positive impact of a more favorable payer mix; higher patient admissions and acuity; growth in Medicaid supplemental revenue; and negotiated commercial rate increases in the 2025 period. Same‑hospital net operating revenues increased by $706 million, or 6.3%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the factors discussed above.
Salaries, Wages and Benefits
Same‑hospital salaries, wages and benefits expense increased by $79 million, or 4.4%, in the three months ended September 30, 2025 compared to the same period in 2024. This change was primarily attributable to higher employee benefit costs and annual merit increases for certain of our employees. These factors were partially offset by lower incentive compensation expense and a decrease in contract labor and premium pay costs in the 2025 period. Same‑hospital salaries, wages and benefits expense as a percentage of net operating revenues decreased by 110 basis points to 47.1% in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Same‑hospital salaries, wages and benefits expense increased by $161 million, or 3.0%, in the nine months ended September 30, 2025 compared to the same period in 2024. This increase was driven by the same factors described above. As a percentage of net operating revenues, same‑hospital salaries, wages and benefits expense decreased by 150 basis points to 46.2% in the nine months ended September 30, 2025 compared to the same period in 2024.
Supplies
Same‑hospital supplies expense increased by $41 million, or 7.5%, in the three months ended September 30, 2025 compared to the same period in 2024. This increase was driven by higher patient admissions and acuity, partially offset by our
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cost‑efficiency measures. Same‑hospital supplies expense as a percentage of net operating revenues in the three months ended September 30, 2025 was consistent with the same period in 2024.
Same‑hospital supplies expense increased by $103 million, or 6.2%, in the nine months ended September 30, 2025 compared to the same period in 2024. This increase was driven by the same factors described above. Same‑hospital supplies expense as a percentage of net operating revenues in the nine months ended September 30, 2025 was consistent with the same period in 2024.
Other Operating Expenses, Net
Same‑hospital other operating expenses increased by $53 million, or 6.2%, in the three months ended September 30, 2025 compared to the same period in 2024. This change was primarily attributable to increases in our medical fees; malpractice expense; and professional and consulting fees during 2025. Same‑hospital other operating expenses as a percentage of net operating revenues decreased by 10 basis points to 23.0% for the three months ended September 30, 2025 compared to 23.1% for the three months ended September 30, 2024.
Same‑hospital other operating expenses increased by $132 million, or 5.1%, in the nine months ended September 30, 2025 compared to the same period in 2024. This change was primarily attributable to increases in our medical fees; professional and consulting fees; and software costs. Same‑hospital other operating expenses as a percentage of net operating revenues decreased by 30 basis points to 22.9% for the nine months ended September 30, 2025 compared to 23.2% for the nine months ended September 30, 2024.
Ambulatory Care Segment
The following table presents selected revenue and expense information for our Ambulatory Care segment:
 Three Months Ended
September 30,		Increase
(Decrease)		Nine Months Ended
September 30,		Increase
(Decrease)
2025202420252024
Net operating revenues$1,275 $1,139 11.9 %$3,739 $3,275 14.2 %
Equity in earnings of unconsolidated affiliates$63 $61 3.3 %$176 $175 0.6 %
Salaries, wages and benefits$316 $310 1.9 %$925 $831 11.3 %
Supplies$337 $284 18.7 %$987 $857 15.2 %
Other operating expenses, net$193 $167 15.6 %$557 $482 15.6 %
Revenues
Our Ambulatory Care segment’s net operating revenues increased by $136 million, or 11.9%, during the three months ended September 30, 2025 compared to the same period in 2024. The change was driven by a $72 million increase in same‑facility net operating revenues, due primarily to growth in our case volumes and higher net revenue per case, as well as a $64 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities.
Net operating revenues increased by $464 million, or 14.2%, during the nine months ended September 30, 2025 compared to the same period in 2024. The change was driven by a $241 million increase in same‑facility net operating revenues, reflecting higher net revenue per case, as well as a $223 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities.
Salaries, Wages and Benefits
Salaries, wages and benefits expense increased by $6 million, or 1.9%, during the three months ended September 30, 2025 compared to the same period in 2024. This change was driven by a $14 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities, and a decrease of $8 million in same‑facility salaries, wages and benefits expense. As a percentage of net operating revenues, salaries, wages and benefits expense decreased to 24.8% for the three months ended September 30, 2025 from 27.2% for the same period in 2024.
Salaries, wages and benefits expense increased by $94 million, or 11.3%, during the nine months ended September 30, 2025 compared to the same period in 2024. This change was driven by a $70 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities, and an increase of $24 million in same‑facility salaries, wages and benefits expense. As a percentage of net operating revenues, salaries, wages and benefits expense decreased to 24.7% for the nine months ended September 30, 2025 from 25.4% for the same period in 2024.
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Supplies
Supplies expense increased by $53 million, or 18.7%, during the three months ended September 30, 2025 compared to the same period in 2024. The change was driven by a $30 million increase in same‑facility supplies expense, due primarily to growth in our case volumes and higher patient acuity, and a $23 million increase related to our recent acquisitions, net of the impact of the closure and sale of certain facilities. Supplies expense as a percentage of net operating revenues increased to 26.4% for the three months ended September 30, 2025 from 24.9% for the same period in 2024.
Supplies expense increased by $130 million, or 15.2%, during the nine months ended September 30, 2025 compared to the same period in 2024. The change was driven by a $74 million increase in same‑facility supplies expense, due primarily to higher patient acuity, and a $56 million increase related to our recent acquisitions, net of the impact of the closure and sale of certain facilities. Supplies expense as a percentage of net operating revenues increased to 26.4% for the nine months ended September 30, 2025 from 26.2% for the same period in 2024.
Other Operating Expenses, Net
Other operating expenses increased by $26 million, or 15.6%, during the three months ended September 30, 2025 compared to the same period in 2024. The change was driven by a $13 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities, and a $13 million increase in same‑facility other operating expenses. Other operating expenses as a percentage of net operating revenues increased to 15.1% for the three months ended September 30, 2025 from 14.8% for the same period in 2024.
Other operating expenses increased by $75 million, or 15.6%, during the nine months ended September 30, 2025 compared to the same period in 2024. The change was driven by a $53 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities, and a $22 million increase in same‑facility other operating expenses. Other operating expenses as a percentage of net operating revenues increased to 14.9% for the nine months ended September 30, 2025 from 14.6% for the nine months ended September 30, 2024.
Facility Growth
The following table presents the year-over-year changes in our revenue and cases on a same‑facility systemwide basis:
Three Months Ended
September 30, 2025		Nine Months Ended
September 30, 2025
Net revenues8.3 %7.5 %
Cases2.1 %(0.2)%
Net revenue per case6.1 %7.7 %
Facility Acquisitions and Investment
During the nine months ended September 30, 2025, we commenced operations at four de novo ASCs. In the same period, we paid an aggregate of $257 million to acquire controlling ownership interests in 21 ASCs and one surgical hospital in which we previously held no investment, as well as eight facilities that were previously unconsolidated. We also acquired a non-controlling ownership interest in an ASC located in New Jersey and ceased operations or disposed of 14 ASCs during the period.
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Consolidated
Impairment and Restructuring Charges, and Acquisition-Related Costs
The following table presents our impairment and restructuring charges, and acquisition‑related costs:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Consolidated:  
Impairment charges$10 $— $13 $2 
Restructuring charges8 10 33 42 
Acquisition-related costs5 9 20 31 
Total impairment and restructuring charges, and acquisition-related costs$23 $19 $66 $75 
By segment:
Hospital Operations$16 $7 $35 $37 
Ambulatory Care7 12 31 38 
Total impairment and restructuring charges, and acquisition-related costs$23 $19 $66 $75 
Restructuring charges during the three months ended September 30, 2025 included $3 million related to the transition of various administrative functions to our GBC, $2 million of contract and lease termination fees, $1 million of employee severance costs, $1 million of legal costs related to the sale of certain businesses and $1 million of other restructuring costs. Impairment charges incurred during the three months ended September 30, 2025 primarily related to the write-down of our investment in an unconsolidated affiliate. During the three months ended September 30, 2024, restructuring charges consisted of $3 million of employee severance costs, $3 million related to the transition of various administrative functions to our GBC, $1 million of legal costs related to the sale of certain businesses and $3 million of other restructuring costs.
Restructuring charges during the nine months ended September 30, 2025 included $12 million of contract and lease termination fees, $10 million related to the transition of various administrative functions to our GBC, $5 million of employee severance costs, $4 million of legal costs related to the sale of certain businesses and $2 million of other restructuring costs. Impairment charges incurred during the nine months ended September 30, 2025 primarily related to the write-down of our investment in an unconsolidated affiliate. Restructuring charges during the nine months ended September 30, 2024 consisted of $15 million of legal costs related to the sale of certain businesses, $9 million of employee severance costs, $8 million related to the transition of various administrative functions to our GBC and $10 million of other restructuring costs.
Acquisition-related costs consisted entirely of transaction costs for all of the periods in the table above.
Litigation and Investigation Costs (Benefit)
Litigation and investigation costs (benefit) totaled $(11) million and $34 million during the three and nine months ended September 30, 2025, respectively, and $9 million and $18 million for the same periods in 2024, respectively. During the three months ended September 30, 2025, we received proceeds of $28 million from the settlement of two legal matters.
Net Gains on Sales, Consolidation and Deconsolidation of Facilities
We recorded net gains from the sale, consolidation and deconsolidation of facilities totaling $20 million and $4 million during the three and nine months ended September 30, 2025, respectively. During the three months ended September 30, 2025, we recorded gains of $21 million related to the consolidation of certain facilities by our Ambulatory Care Segment and net losses of $1 million related to other activity. During the nine-month period, we recorded net losses of $12 million related to the consolidation of certain facilities by our Ambulatory Care segment, partially offset by a gain of $10 million related to post‑closing adjustments from the divestiture of the AL Hospitals, net gains of $4 million from the sale of facilities by our Ambulatory Care segment and net gains of $2 million related to other activity.
We recorded gains from the sale, consolidation and deconsolidation of facilities totaling $348 million and $2.906 billion during the three and nine months ended September 30, 2024, respectively. Gains recognized during the three‑month period primarily consisted of a gain of $357 million recognized from our divestiture of the AL Hospitals. During the nine months ended September 30, 2024, we also recognized a gain of $1.677 billion related to our sale of the SC Hospitals,
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a gain of $527 million from the sale of the OCLA CA Hospitals, a gain of $271 million from our sale of the Central CA Hospitals and a gain of $43 million from the sale of three ASCs by our Ambulatory Care segment.
Interest Expense
Interest expense for the three and nine months ended September 30, 2025 was $206 million and $616 million, respectively, compared to $202 million and $623 million, respectively, for the same periods in 2024.
Loss from Early Extinguishment of Debt
We did not incur any losses related to the early extinguishment of debt during the nine months ended September 30, 2025. During the nine months ended September 30, 2024, we recorded losses of $8 million related to our redemption of our 4.875% senior secured first lien notes due 2026 in advance of their maturity date. This loss derived from the write‑off of unamortized issuance costs associated with these notes.
Income Tax Expense
A reconciliation between the amount of reported income tax expense and the amount computed by multiplying income before income taxes by the statutory federal tax rate is presented below:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Tax expense at statutory federal rate of 21%$149 $194 $445 $965 
State income taxes, net of federal income tax benefit23 66 78 291 
Tax benefit attributable to noncontrolling interests(50)(44)(144)(128)
Nondeductible goodwill— 33 — 161 
Stock-based compensation tax benefit(1)(1)(6)(7)
Changes in valuation allowance6 2 — (176)
Other items6 (9)23 (5)
Income tax expense$133 $241 $396 $1,101 
The enactment of the OBBBA resulted in significant changes to the U.S. federal tax code. We do not believe it will have a material impact on current year tax expense. Taxable income and current tax liability will be reduced due to the reinstatement of 100% bonus depreciation and changes to business interest deduction limitations. Under section 740 of the Accounting Standards Codification, the effects of the tax law changes are recognized in the period of enactment, which is the three months ending September 30, 2025.
Income before income taxes for the three months ended September 30, 2025 and 2024 was $712 million and $922 million, respectively, and $2.119 billion and $4.593 billion for the nine months ended September 30, 2025 and 2024, respectively. The change in our valuation allowance during the three months ended September 30, 2025 was related to state interest expense limitations and changes in the realizability of deferred tax assets. The change in our valuation allowance during the nine months ended September 30, 2025 was related to state interest expense limitations and changes in the realizability of deferred tax assets. The increase in our valuation allowance during the three months ended September 30, 2024 was related to state interest limitations and the utilization of interest expense carryforwards. The decrease in our valuation allowance during the nine months ended September 30, 2024 was primarily related to the utilization of interest expense carryforwards primarily due to gains from sales of facilities and state interest limitations.
Net Income Available to Noncontrolling Interests
The table below presents net income available to noncontrolling interests by segment for the periods indicated:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Hospital Operations$37 $35 $115 $109 
Ambulatory Care200 174 572 501 
Total net income available to noncontrolling interests$237 $209 $687 $610 
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LIQUIDITY AND CAPITAL RESOURCES
CASH REQUIREMENTS
There have been no material changes to our obligations to make future cash payments under scheduled contractual obligations, such as debt and lease agreements, and under contingent commitments, such as standby letters of credit and minimum revenue guarantees, as disclosed in our Annual Report, except for the matters set forth below and the additional lease obligations disclosed in Note 1 to our accompanying Condensed Consolidated Financial Statements.
Long-Term Debt
Interest payments, net of capitalized interest, were $499 million and $555 million in the nine months ended September 30, 2025 and 2024, respectively.
Other Cash Requirements
Our capital expenditures primarily relate to the expansion and renovation of existing facilities, hospital expansion focused on higher acuity services, equipment and information systems additions and replacements, introduction of new medical technologies, design and construction of new facilities, and various other capital improvements. Capital expenditures were $646 million and $601 million in the nine months ended September 30, 2025 and 2024, respectively. We anticipate that our capital expenditures for the year ending December 31, 2025 will total approximately $875 million to $975 million, including $127 million that was accrued as a liability at December 31, 2024.
We made income tax payments, net of tax refunds, of $329 million during the nine months ended September 30, 2025 and $308 million during the nine months ended September 30, 2024.
SOURCES AND USES OF CASH
Our liquidity for the nine months ended September 30, 2025 was primarily derived from net cash provided by operating activities and cash on hand. Our primary source of operating cash is the collection of accounts receivable. As such, our operating cash flow is impacted by levels of cash collections, as well as levels of implicit price concessions, due to shifts in payer mix and other factors. Our Credit Agreement provides additional liquidity to manage fluctuations in operating cash caused by these factors.
Net cash provided by operating activities was $2.809 billion in the nine months ended September 30, 2025 compared to $2.378 billion in the nine months ended September 30, 2024. Key factors contributing to the change between the 2025 and 2024 periods included the following:
•An increase in net income before interest; taxes; depreciation and amortization; and losses from early extinguishment of debt of and other non-operating income, net of $436 million;
•Interest payments that were $56 million lower in the 2025 period;
•An increase in income tax payments of $21 million; and
•The timing of working capital items.
Net cash used in investing activities was $886 million during the nine months ended September 30, 2025 compared to net cash provided by investing activities of $3.801 billion during the nine months ended September 30, 2024. The primary factors contributing to the change between the 2025 and 2024 periods were: (1) the 2024 period included proceeds of $4.965 billion, primarily from the sales of the Divested Hospitals during 2024; (2) a $258 million decrease in purchases of businesses or joint venture interests in the 2025 period; and (3) capital expenditures that were $45 million higher during the nine months ended September 30, 2025 compared to the same period in 2024.
Net cash used in financing activities was $1.967 billion and $3.313 billion during the nine months ended September 30, 2025 and 2024, respectively. The primary factors contributing to the change between the 2025 and 2024 periods were: (1) the nine‑month period in 2024 included our redemption of all $2.100 billion aggregate principal amount then‑outstanding of our 4.875% senior secured first lien notes due 2026 in advance of their maturity date; (2) we made payments totaling $1.188 billion to repurchase 7,829 thousand shares of our common stock under our share repurchase program during 2025, an increase of $516 million over the same period in 2024; (3) during the nine months ended September 30, 2024, we received advances totaling $342 million from managed care payers; and (4) we completed our repayment of these advances during 2025, resulting in a decrease in payments of $127 million.
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DEBT INSTRUMENTS, GUARANTEES AND RELATED COVENANTS
Credit Agreement—At September 30, 2025, our Credit Agreement provided for revolving loans in an aggregate principal amount of up to $1.500 billion with a $200 million subfacility for standby letters of credit. At September 30, 2025, we had no cash borrowings outstanding under the Credit Agreement, and we had less than $1 million of standby letters of credit outstanding. Based on our eligible receivables and inventory, $1.500 billion was available for borrowing under the Credit Agreement at September 30, 2025. We were in compliance with all covenants and conditions in our Credit Agreement at September 30, 2025.
Letter of Credit Facility—We have a letter of credit facility (as amended to date, the “LC Facility”) that provides for the issuance, from time to time, of standby and documentary letters of credit in an aggregate principal amount of up to $200 million. At September 30, 2025, we were in compliance with all covenants and conditions in the LC Facility, and we had $104 million of standby letters of credit outstanding thereunder.
Senior Unsecured Notes and Senior Secured Notes—At September 30, 2025, we had outstanding senior unsecured notes and senior secured notes with aggregate principal amounts outstanding of $12.662 billion. These notes have fixed interest rates and require semi-annual interest payments in arrears. The principal and any accrued but unpaid interest is due upon the maturity date of the respective notes, which dates are staggered from February 2027 through November 2031.
For additional information regarding our long-term debt, see Note 5 to the accompanying Condensed Consolidated Financial Statements and Note 8 to the Consolidated Financial Statements included in our Annual Report.
LIQUIDITY
From time to time, we expect to engage in additional capital markets, bank credit and other financing activities depending on our needs and financing alternatives available at that time. We believe our existing debt agreements provide flexibility for future secured or unsecured borrowings.
Our cash on hand fluctuates day‑to‑day throughout the year based on the timing and levels of routine cash receipts and disbursements, including our book overdrafts, and required cash disbursements, such as interest payments and income tax payments. These fluctuations can result in material intra-quarter net operating and investing uses of cash that have caused, and in the future may cause, us to use our Credit Agreement as a source of liquidity. We believe that existing cash and cash equivalents on hand, borrowing availability under our Credit Agreement and anticipated future cash provided by our operating activities are adequate to meet our current cash needs. These sources of liquidity, in combination with any potential future debt incurrence, are adequate to finance planned capital expenditures, payments on the current portion of our long-term debt, payments to current and former joint venture partners, and other presently known operating needs.
Long-term liquidity for debt service and other purposes is dependent on the amount of cash provided by operating activities and, subject to favorable market and other conditions, the successful completion of future borrowings and potential refinancings. However, our cash requirements could be materially affected by the use of cash in acquisitions of businesses, repurchases of securities, the exercise of put rights or other exit options by our joint venture partners, and contractual or regulatory commitments to fund capital expenditures in, or intercompany borrowings to, businesses we own. In addition, liquidity could be adversely affected should there be a deterioration in our results of operations, including our ability to generate sufficient cash from operations, as well as by the various risks and uncertainties discussed in this section, and the Risk Factors section in Part I of our Annual Report, including changes in federal and state statutes, regulations and executive orders that effect the healthcare industry directly or indirectly, particularly those impacting government healthcare funding, and significant costs associated with legal proceedings and government investigations.
We have not relied on commercial paper or other short-term financing arrangements or entered into repurchase agreements or other short-term financing arrangements not otherwise reported in our balance sheet. In addition, we do not have significant exposure to floating interest rates given that all of our current long-term indebtedness has fixed rates of interest except for borrowings, if any, under our Credit Agreement.
CRITICAL ACCOUNTING ESTIMATES
In preparing our Condensed Consolidated Financial Statements in conformity with GAAP, we must use estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and 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.
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We consider our critical accounting estimates to be those that (1) involve significant judgments and uncertainties, (2) require estimates that are more difficult for management to determine, and (3) may produce materially different outcomes under different conditions or when using different assumptions. Our critical accounting estimates cover the following areas:
•Recognition of net operating revenues, including contractual allowances and implicit price concessions;
•Accruals for general and professional liability risks;
•Impairment of long‑lived assets;
•Impairment of goodwill; and
•Accounting for income taxes.
Additional discussion of our critical accounting estimates is provided in our Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following table presents information about certain of our market-sensitive financial instruments at September 30, 2025. The fair values were determined based on quoted market prices for the same or similar instruments. The average effective interest rates presented are based on the rate in effect at the end of the reporting period. The effects of unamortized discounts and issue costs are excluded from the table.
 Maturity Date, Years Ending December 31,
 20252026202720282029ThereafterTotalFair Value
 (Dollars in Millions)
Fixed-rate long-term debt
$29 $73 $3,127 $3,148 $1,434 $5,455 $13,266 $13,195 
Average effective interest rates7.2 %7.1 %5.8 %5.9 %4.3 %6.0 %5.7 %
We have no affiliation with partnerships, trusts or other entities (sometimes referred to as “special-purpose” or “variable-interest” entities) whose purpose is to facilitate off-balance sheet financial transactions or similar arrangements by us. As a result, we have no exposure to the financing, liquidity, market or credit risks associated with such entities. We do not hold or issue derivative instruments for trading purposes and are not a party to any instruments with leverage or prepayment features.
ITEM 4. CONTROLS AND PROCEDURES
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. The evaluation was performed under the supervision and with the participation of management, including our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective as of September 30, 2025 to ensure that material information is recorded, processed, summarized and reported by management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the SEC rules thereunder.
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Because we provide healthcare services in a highly regulated industry, we have been and expect to continue to be party to various lawsuits, claims and regulatory investigations from time to time. For information regarding material legal proceedings in which we are involved, see Note 11 to our accompanying Condensed Consolidated Financial Statements, which is incorporated by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below presents share repurchase transactions completed during the three months ended September 30, 2025:
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program
 (In Thousands)(In Thousands)(In Millions)
July 1 through July 31, 2025598$155.43 598$1,688 
August 1 through August 31, 2025—$— —$1,688 
September 1 through September 30, 2025—$— —$1,688 
(1)
In July 2024, our board of directors authorized the repurchase of up to $1.500 billion of our common stock through a share repurchase program that has no expiration date. In July 2025, the board authorized a $1.500 billion increase to the program. The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be suspended for periods or discontinued at any time.
These repurchases were made, and any future repurchases will be made, in open-market or privately negotiated transactions, at management’s discretion subject to market conditions and other factors, and in a manner consistent with applicable securities laws and regulations.
The table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee or director equity awards.
ITEM 5. OTHER INFORMATION
(a) Other Information
On October 23, 2025, R. Scott Ramsey, our Senior Vice President & Controller (Principal Accounting Officer), informed us he plans to retire from his positions effective March 31, 2026. A national search is ongoing to identify his successor, who will be directly mentored and onboarded by Mr. Ramsey as part of the transition process.
(c) Trading Plans
During the three months ended September 30, 2025, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of the SEC’s Regulation S-K.
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ITEM 6. EXHIBITS
Unless otherwise indicated, the following exhibits are filed (or, in the case of Exhibit 32, furnished) with this report: 
(4)Instruments Defining the Rights of Security Holders, Including Indentures
(a)
(31)Rule 13a-14(a)/15d-14(a) Certifications
(a)
(b)
(32)
(101 SCH)Inline XBRL Taxonomy Extension Schema Document
(101 CAL)Inline XBRL Taxonomy Extension Calculation Linkbase Document
(101 DEF)Inline XBRL Taxonomy Extension Definition Linkbase Document
(101 LAB)Inline XBRL Taxonomy Extension Label Linkbase Document
(101 PRE)Inline XBRL Taxonomy Extension Presentation Linkbase Document
(101 INS)Inline XBRL Taxonomy Extension Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
(104)
Cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Inline XBRL (included in Exhibit 101)
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SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
 TENET HEALTHCARE CORPORATION
(Registrant)
 
Date: October 28, 2025By:/s/ R. SCOTT RAMSEY
 R. Scott Ramsey
 Senior Vice President, Controller
 (Principal Accounting Officer)
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Exhibit 4(a)
EXECUTION VERSION


SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of August 26, 2025 (this “Supplemental Indenture”), by and among Tenet Healthcare Corporation, a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 6, 2001 (the “Base Indenture”), between the Company and The Bank of New York, as predecessor trustee to the Trustee, as supplemented by the Thirty-Ninth Supplemental Indenture, dated as of June 15, 2022 (the “Thirty-Ninth Supplemental Indenture”), among the Company, the Guarantors party thereto and the Trustee (as so supplemented, the “Indenture”), providing for the issuance of 6.125% Senior Secured First Lien Notes due 2030 (the “Notes”);
WHEREAS, Section 8.5 of the Thirty-Ninth Supplemental Indenture contains language requiring the Company to deliver certain Opinions of Counsel by no later than “June 15” of each year (the “Specified Date”);
WHEREAS, the Company and the Trustee desire to amend the Thirty-Ninth Supplemental Indenture to replace all references to the Specified Date of June 15 with December 1, pursuant to the authority granted under the Indenture to amend the terms thereof in certain instances, and all other conditions precedent to the execution of this Supplemental Indenture have been satisfied or waived; and
WHEREAS, Section 901 of the Base Indenture stipulates that the Company and the Trustee are authorized to execute and deliver a supplemental indenture without the consent of any Holders, for the purpose of making any amendment or modification that does not adversely affect the legal rights thereunder of any Holder of the Notes in any material respect; and
WHEREAS, pursuant to Section 901 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.    CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.    AMENDMENT TO SECTION 8.5 OF THE THIRTY-NINTH SUPPLEMENTAL INDENTURE.  Effective as of the date hereof, the first sentence of Section 8.5 of the Thirty-Ninth Supplemental Indenture is hereby amended to replace each instance of “June 15” with “December 1,” so that such sentence reads in its entirety as follows:
“The Company shall comply with the provisions of TIA §314. The Company shall deliver to the Trustee the Opinion of Counsel required in accordance with TIA §314(b) by no later than December 1 of each year commencing on December 1, 2022:”
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3.    EFFECT OF SUPPLEMENTAL INDENTURE.  Except as expressly amended by this Supplemental Indenture, the Thirty-Ninth Supplemental Indenture and the other provisions of the Indenture shall continue in full force and effect in accordance with their terms. Nothing in this Supplemental Indenture shall be construed to impair any right, remedy, or benefit conferred by the Thirty-Ninth Supplemental Indenture or the Indenture (as supplemented prior to, or by, this Supplemental Indenture).
4.    NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5.    COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
6.    EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.
7.    THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

TENET HEALTHCARE CORPORATION
By:/s/ Sun Park
Name:Sun Park
Title:Executive Vice President and Chief Financial Officer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:/s/ Terence Rawlins
Authorized Signatory

[Signature Page to Supplemental Indenture to Thirty-Ninth Supplemental Indenture]

Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification

I, Saumya Sutaria, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tenet Healthcare Corporation (the “Registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: October 28, 2025/s/ SAUMYA SUTARIA
Saumya Sutaria, M.D.
Chief Executive Officer

Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification

I, Sun Park, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tenet Healthcare Corporation (the “Registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: October 28, 2025/s/ SUN PARK
Sun Park
Executive Vice President and Chief Financial Officer

Exhibit 32

Certifications Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code

We, the undersigned Saumya Sutaria and Sun Park, being, respectively, the Chief Executive Officer and the Executive Vice President and Chief Financial Officer of Tenet Healthcare Corporation (the “Registrant”), do each hereby certify that (i) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”), to be filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant and its subsidiaries.
Date: October 28, 2025/s/ SAUMYA SUTARIA
Saumya Sutaria, M.D.
Chief Executive Officer
Date: October 28, 2025/s/ SUN PARK
Sun Park
Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350; it is not being filed for purposes of Section 18 of the Securities Exchange Act, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.