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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, DC 20549 |
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Form 10-Q |
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ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2026 |
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| OR |
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¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to |
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Commission File Number: 1-7293 |
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TENET HEALTHCARE CORPORATION |
| (Exact name of Registrant as specified in its charter) |
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| Nevada (State of Incorporation) | | | 95-2557091 (IRS Employer Identification No.) | |
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14201 Dallas Parkway Dallas, TX 75254 (Address of principal executive offices, including zip code) |
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(469) 893-2200 (Registrant’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading symbol | | Name of each exchange on which registered | |
| Common stock, $0.05 par value | | THC | | New York Stock Exchange | |
| 6.875% Senior Notes due 2031 | | THC31 | | New York Stock Exchange | |
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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 ¨ |
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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 ¨ |
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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). |
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Large accelerated filer ý | Accelerated filer ¨ | Non-accelerated filer ¨ | |
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Smaller reporting company ¨ | | Emerging growth company ¨ | |
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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. ¨ |
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Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No ý |
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As of October 23, 2026, there were 79,588 shares (in thousands) of the Registrant’s common stock outstanding. |
TENET HEALTHCARE CORPORATION
TABLE OF CONTENTS
| | | | | | | | | | | |
| Page |
PART I. FINANCIAL INFORMATION | |
| | |
Item 1. | Financial Statements (Unaudited) | |
| | |
| Condensed Consolidated Financial Statements | 1 |
| | |
| Notes to Condensed Consolidated Financial Statements | 5 |
| | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 |
| | |
Item 4. | Controls and Procedures | 39 |
| | | |
| | |
| | | |
PART II. OTHER INFORMATION | |
| | |
Item 1. | Legal Proceedings | 40 |
| | |
Item 1A. | Risk Factors | 40 |
| | | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 40 |
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Item 5. | Other Information | 40 |
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Item 6. | Exhibits | 41 |
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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, 2026 | | December 31, 2025 |
| ASSETS | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 2,674 | | | $ | 2,883 | |
| Accounts receivable | | 2,595 | | | 2,565 | |
| Inventories of supplies, at cost | | 340 | | | 348 | |
| | | | |
| Assets held for sale | | 62 | | | 62 | |
| Other current assets | | 2,757 | | | 1,991 | |
| Total current assets | | 8,428 | | | 7,849 | |
| Investments and other assets | | 3,958 | | | 2,883 | |
| Deferred income taxes | | 49 | | | 84 | |
Property and equipment, at cost, less accumulated depreciation and amortization ($7,061 at September 30, 2026 and $6,680 at December 31, 2025) | | 6,290 | | | 6,315 | |
| Goodwill | | 11,641 | | | 11,198 | |
Other intangible assets, at cost, less accumulated amortization ($1,498 at September 30, 2026 and $1,328 at December 31, 2025) | | 1,226 | | | 1,348 | |
| Total assets | | $ | 31,592 | | | $ | 29,677 | |
| LIABILITIES AND EQUITY | | | |
| Current liabilities: | | | | |
| Current portion of long-term debt | | $ | 164 | | | $ | 79 | |
| Accounts payable | | 1,387 | | | 1,360 | |
| Accrued compensation and benefits | | 873 | | | 858 | |
| Professional and general liability reserves | | 317 | | | 276 | |
| Accrued interest payable | | 213 | | | 81 | |
| | | | |
| | | | |
| Income tax payable | | 22 | | | — | |
| Other current liabilities | | 2,342 | | | 1,809 | |
| Total current liabilities | | 5,318 | | | 4,463 | |
| Long-term debt, net of current portion | | 13,079 | | | 13,092 | |
| Professional and general liability reserves | | 979 | | | 951 | |
| Defined benefit plan obligations | | 238 | | | 245 | |
| Deferred income taxes | | 529 | | | 240 | |
| Other long-term liabilities | | 1,855 | | | 1,713 | |
| Total liabilities | | 21,998 | | | 20,704 | |
| Commitments and contingencies | | | | |
| Redeemable noncontrolling interests in equity of consolidated subsidiaries | | 2,179 | | | 2,956 | |
| Equity: | | | | |
| Shareholders’ equity: | | | | |
Common stock, $0.05 par value; authorized 262,500 shares; 159,234 shares issued at September 30, 2026 and 158,612 shares issued at December 31, 2025 | | 8 | | | 8 | |
| Additional paid-in capital | | 5,236 | | | 4,914 | |
| Accumulated other comprehensive loss | | (178) | | | (181) | |
| Retained earnings | | 6,943 | | | 4,415 | |
Common stock in treasury, at cost, 79,650 shares at September 30, 2026 and 71,660 shares at December 31, 2025 | | (6,565) | | | (4,936) | |
| Total shareholders’ equity | | 5,444 | | | 4,220 | |
| Noncontrolling interests | | 1,971 | | | 1,797 | |
| Total equity | | 7,415 | | | 6,017 | |
| Total liabilities and equity | | $ | 31,592 | | | $ | 29,677 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
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, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Net operating revenues | | $ | 5,631 | | | $ | 5,289 | | | $ | 16,627 | | | $ | 15,783 | |
| | | | | | | | |
| Revenue from contract termination | | 646 | | | — | | | 1,472 | | | — | |
| Equity in earnings of unconsolidated affiliates | | 64 | | | 64 | | | 180 | | | 181 | |
| Operating expenses: | | | | | | | | |
| Salaries, wages and benefits | | 2,173 | | | 2,204 | | | 6,578 | | | 6,483 | |
| Supplies | | 983 | | | 931 | | | 2,928 | | | 2,770 | |
| Other operating expenses, net | | 1,184 | | | 1,119 | | | 3,480 | | | 3,328 | |
| Depreciation and amortization | | 217 | | | 218 | | | 661 | | | 632 | |
| Impairment and restructuring charges, and acquisition-related costs | | 37 | | | 23 | | | 92 | | | 66 | |
| Litigation and investigation costs (benefit) | | 6 | | | (11) | | | 36 | | | 34 | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (9) | | | (20) | | | (43) | | | (4) | |
| Operating income | | 1,750 | | | 889 | | | 4,547 | | | 2,655 | |
| Interest expense | | (203) | | | (206) | | | (612) | | | (616) | |
| Other non-operating income, net | | 37 | | | 29 | | | 121 | | | 80 | |
| Loss from early extinguishment of debt | | (5) | | | — | | | (5) | | | — | |
| Income before income taxes | | 1,579 | | | 712 | | | 4,051 | | | 2,119 | |
| Income tax expense | | (360) | | | (133) | | | (881) | | | (396) | |
| Net income | | 1,219 | | | 579 | | | 3,170 | | | 1,723 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Less: Net income available to noncontrolling interests | | 219 | | | 237 | | | 642 | | | 687 | |
| Net income available to Tenet Healthcare Corporation common shareholders | | $ | 1,000 | | | $ | 342 | | | $ | 2,528 | | | $ | 1,036 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Earnings available to Tenet Healthcare Corporation common shareholders: | | | | | | | | |
| | | | | | | | |
| Basic earnings per share | | $ | 12.48 | | | $ | 3.89 | | | $ | 30.28 | | | $ | 11.37 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Diluted earnings per share | | $ | 12.41 | | | $ | 3.86 | | | $ | 30.08 | | | $ | 11.28 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Weighted average shares and dilutive securities outstanding (in thousands): | | | | | | | | |
| Basic | | 80,134 | | | 87,951 | | | 83,486 | | | 91,109 | |
| Diluted | | 80,600 | | | 88,610 | | | 84,053 | | | 91,805 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
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, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Net income | | $ | 1,219 | | | $ | 579 | | | $ | 3,170 | | | $ | 1,723 | |
| Other comprehensive income: | | | | | | | | |
| Amortization of net actuarial loss included in other non-operating income, net | | 2 | | | 2 | | | 6 | | | 6 | |
| Unrealized gain (loss) on debt securities held as available-for-sale | | (3) | | | — | | | (4) | | | 1 | |
| | | | | | | | |
| Foreign currency translation adjustments and other | | 1 | | | 1 | | | 2 | | | — | |
| Other comprehensive income before income taxes | | — | | | 3 | | | 4 | | | 7 | |
| Income tax expense related to items of other comprehensive income | | (1) | | | — | | | (1) | | | (1) | |
| Total other comprehensive income (loss), net of tax | | (1) | | | 3 | | | 3 | | | 6 | |
| Comprehensive net income | | 1,218 | | | 582 | | | 3,173 | | | 1,729 | |
| Less: Comprehensive income available to noncontrolling interests | | 219 | | | 237 | | | 642 | | | 687 | |
| Comprehensive income available to Tenet Healthcare Corporation common shareholders | | $ | 999 | | | $ | 345 | | | $ | 2,531 | | | $ | 1,042 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
TENET HEALTHCARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in Millions
(Unaudited)
| | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2026 | | 2025 |
| Net income | | $ | 3,170 | | | $ | 1,723 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
| Depreciation and amortization | | 661 | | | 632 | |
| Deferred income tax expense | | 324 | | | 51 | |
| Stock-based compensation expense | | 104 | | | 79 | |
| Impairment and restructuring charges, and acquisition-related costs | | 92 | | | 66 | |
| Litigation and investigation costs | | 36 | | | 34 | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (43) | | | (4) | |
| Loss from early extinguishment of debt | | 5 | | | — | |
| Equity in earnings of unconsolidated affiliates, net of distributions received | | (11) | | | (13) | |
| Amortization of debt discount and debt issuance costs | | 16 | | | 18 | |
| | | | |
| | | | |
| Other items, net | | (11) | | | (5) | |
| Changes in cash from operating assets and liabilities: | | | | |
| Accounts receivable | | (11) | | | 68 | |
| Inventories and other current assets | | 211 | | | (58) | |
| Income taxes | | 63 | | | 15 | |
| Accounts payable, accrued expenses and other current liabilities | | (1,042) | | | 237 | |
| Other long-term liabilities | | 46 | | | 50 | |
| Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | | (103) | | | (84) | |
| | | | |
| Net cash provided by operating activities | | 3,507 | | | 2,809 | |
| Cash flows from investing activities: | | | | |
| Purchases of property and equipment | | (546) | | | (646) | |
| Purchases of businesses or joint venture interests, net of cash acquired | | (201) | | | (266) | |
| Proceeds from sales of facilities and other assets | | 11 | | | 18 | |
| Proceeds from sales of marketable securities and long-term investments | | 66 | | | 74 | |
| Purchases of marketable securities and long-term investments | | (122) | | | (69) | |
| | | | |
| Other items, net | | (26) | | | 3 | |
| Net cash used in investing activities | | (818) | | | (886) | |
| Cash flows from financing activities: | | | | |
| | | | |
| | | | |
| Repayments of borrowings | | (2,087) | | | (90) | |
| Proceeds from borrowings | | 2,041 | | | 21 | |
| Repurchases of common stock | | (1,615) | | | (1,188) | |
| Debt issuance costs | | (22) | | | — | |
| Distributions paid to noncontrolling interests | | (614) | | | (585) | |
| Proceeds from the sale of noncontrolling interests | | 33 | | | 27 | |
| Purchases of noncontrolling interests | | (583) | | | (88) | |
| | | | |
| Repayments of advances from managed care payers | | — | | | (33) | |
Taxes paid related to net share settlement, net of proceeds from shares issued under stock-based compensation plans | | (84) | | | (47) | |
| | | | |
| Other items, net | | 33 | | | 16 | |
| Net cash used in financing activities | | (2,898) | | | (1,967) | |
| Net decrease in cash and cash equivalents | | (209) | | | (44) | |
| Cash and cash equivalents at beginning of period | | 2,883 | | | 3,019 | |
| Cash and cash equivalents at end of period | | $ | 2,674 | | | $ | 2,975 | |
| | | | |
| Supplemental disclosures: | | | | |
| Interest paid, net of capitalized interest | | $ | (464) | | | $ | (499) | |
| Income tax payments, net | | $ | (493) | | | $ | (329) | |
See accompanying Notes to Condensed Consolidated Financial Statements.
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, 2026, our Hospital Operations segment was comprised of 51 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 USPI Holding Company, Inc. (together with its subsidiaries, “USPI”), which held ownership interests in 535 ambulatory surgery centers and 25 surgical hospitals at September 30, 2026. USPI held noncontrolling interests in 147 of these facilities, which are recorded using the equity method of accounting. In addition, we operate a Global Business Center (“GBC”) in the Philippines.
Our Hospital Operations segment also provides revenue cycle management and value-based care services to hospitals and other healthcare facilities, health systems, physician practices, employers and other clients through Conifer Health Solutions, LLC (“Conifer”), which was a wholly owned subsidiary at September 30, 2026. We owned 76.2% of Conifer at December 31, 2025, and the remaining 23.8% was held by Catholic Health Initiatives (“CHI”), now known as CommonSpirit Health. Prior to January 2026, Conifer provided revenue cycle management services to certain CHI facilities under an amended and restated master services agreement (the “MSA Agreement”), which was scheduled to end on December 31, 2032. On January 27, 2026, we entered into certain agreements with CHI relating to Conifer (collectively, the “Omnibus Agreement”), pursuant to which the parties agreed to, among other things: (1) conclude the MSA Agreement by December 31, 2026; (2) CHI’s payment to us of an aggregate amount equal to $1.900 billion in annual installments over the next three years; provided that, of such amount, $540 million was satisfied on January 27, 2026 by offsetting the $540 million due to CHI from Conifer as described in the next clause; and (3) the reduction of our redeemable noncontrolling interest balance, and an increase in our additional paid-in capital balance associated with the redemption by Conifer of CHI’s minority equity interest in Conifer, in exchange for a payment by Conifer of $540 million, which redemption was effective January 1, 2026. Together, the MSA Agreement and the Omnibus Agreement are referred to herein as the “CHI Agreements”.
This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2025 (“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, 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.
We adopted the Financial Accounting Standards Board’s Accounting Standards Update 2025‑10, “Government Grants” (“ASU 2025-10”), effective as of January 1, 2026, using the modified prospective approach. We elected to apply the cost accumulation approach for grants related to assets. Under this method, we will initially measure the subject asset on the basis of the cost incurred to acquire or construct the asset, less the monetary grant received or expected to be received, when the grant meets recognition criteria. The adoption of ASU 2025-10 did not result in a change in our method of accounting for grants related to income, and we will continue to reflect the earnings impact of these grants in other income in our condensed consolidated statements of operations. The adoption of this standard did not have a material impact on our financial statements.
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, 2026 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-based compensation 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: changes in federal and state statutes, regulations and executive orders that affect the healthcare industry directly or indirectly, particularly those impacting government healthcare funding; changes in general economic conditions, including inflation, shortages and outages, 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 disruptions or outages; disease hotspots and seasonal cycles of illness; weather‑related conditions and natural disasters; 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 $2.674 billion and $2.883 billion at September 30, 2026 and December 31, 2025, respectively. At September 30, 2026 and December 31, 2025, our book overdrafts were $165 million and $161 million, respectively, which were classified as accounts payable. Also at September 30, 2026 and December 31, 2025, $76 million and $108 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, 2026 and December 31, 2025, we had $64 million and $111 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $56 million and $102 million, respectively, were included in accounts payable.
During the nine months ended September 30, 2026 and 2025, we recorded right‑of‑use assets related to non‑cancellable finance leases of $79 million and $45 million, respectively, and related to non‑cancellable operating leases of $293 million and $268 million, respectively.
Goodwill
The following table presents information on changes in the carrying amount of goodwill for each of our segments:
| | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2026 | | 2025 |
| Hospital Operations: | | | | |
| Goodwill at beginning of period, net of accumulated impairment losses | | $ | 2,697 | | | $ | 2,697 | |
| Goodwill acquired during the period, net of purchase price allocation adjustments | | — | | | — | |
| | | | |
| | | | |
| Goodwill at end of period, net of accumulated impairment losses | | 2,697 | | | 2,697 | |
| | | | |
| Ambulatory Care: | | | | |
| Goodwill at beginning of period | | 8,501 | | | 7,994 | |
| Goodwill acquired during the period, net of purchase price allocation adjustments | | 446 | | | 467 | |
| | | | |
| Goodwill related to assets held for sale and disposed or deconsolidated facilities | | (3) | | | — | |
| Goodwill at end of period | | 8,944 | | | 8,461 | |
| Total goodwill, net of accumulated impairment losses | | $ | 11,641 | | | $ | 11,158 | |
Other Intangible Assets
The following table presents information regarding the other intangible assets included in the accompanying Condensed Consolidated Balance Sheets:
| | | | | | | | | | | | | | | | | | | | |
| | Gross Carrying Amount | | Accumulated Amortization | | Net Book Value |
At September 30, 2026: | | | | | | |
| Other intangible assets with finite useful lives: | | | | | | |
| Capitalized software costs | | $ | 1,557 | | | $ | (1,253) | | | $ | 304 | |
| Contracts | | 241 | | | (228) | | | 13 | |
| Other | | 23 | | | (17) | | | 6 | |
| Other intangible assets with finite useful lives | | 1,821 | | | (1,498) | | | 323 | |
| | | | | | |
| Other intangible assets with indefinite useful lives: | | | | | | |
| Trade names | | 121 | | | — | | | 121 | |
| Contracts | | 773 | | | — | | | 773 | |
| Other | | 9 | | | — | | | 9 | |
| Other intangible assets with indefinite useful lives | | 903 | | | — | | | 903 | |
| Total other intangible assets, net | | $ | 2,724 | | | $ | (1,498) | | | $ | 1,226 | |
| | | | | | |
At December 31, 2025: | | | | | | |
| Other intangible assets with finite useful lives: | | | | | | |
| Capitalized software costs | | $ | 1,511 | | | $ | (1,166) | | | $ | 345 | |
| Contracts | | 241 | | | (148) | | | 93 | |
| Other | | 42 | | | (14) | | | 28 | |
| Other intangible assets with finite useful lives | | 1,794 | | | (1,328) | | | 466 | |
| | | | | | |
| Other intangible assets with indefinite useful lives: | | | | | | |
| Trade names | | 105 | | | — | | | 105 | |
| Contracts | | 773 | | | — | | | 773 | |
| Other | | 4 | | | — | | | 4 | |
| Other intangible assets with indefinite useful lives | | 882 | | | — | | | 882 | |
| Total other intangible assets, net | | $ | 2,676 | | | $ | (1,328) | | | $ | 1,348 | |
The table below presents our estimated future amortization of intangible assets with finite useful lives at September 30, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ending | | Years Ending | |
Later Years |
| | | | | | December 31, | |
| | Total | | 2026 | | 2027 | | 2028 | | 2029 | | 2030 | |
| Amortization of intangible assets | | $ | 323 | | | $ | 41 | | | $ | 94 | | | $ | 72 | | | $ | 50 | | | $ | 29 | | | $ | 37 | |
We recognized amortization expense of $107 million and $122 million in the accompanying Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026 and 2025, respectively.
Other Current Assets
The principal components of other current assets in the accompanying Condensed Consolidated Balance Sheets are presented below:
| | | | | | | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 |
| Prepaid expenses | | $ | 360 | | | $ | 423 | |
| Contract assets | | 288 | | | 188 | |
| California provider fee program receivables | | 378 | | | 493 | |
| Receivables from other government programs | | 523 | | | 385 | |
| Guarantees | | 290 | | | 138 | |
| Non-patient receivables | | 331 | | | 224 | |
| Current portion of note receivable | | 434 | | | — | |
| Other | | 153 | | | 140 | |
| Total other current assets | | $ | 2,757 | | | $ | 1,991 | |
Under the terms of the Omnibus Agreement, in January 2026, CHI executed and delivered a $1.360 billion non‑interest‑bearing promissory note to us (the “CHI Note Receivable”). The CHI Note Receivable requires three annual payments of approximately $453 million, with the first two payments due in January 2027 and January 2028 and the final payment, together with any unpaid principal, due in January 2029. Of the CHI Note Receivable’s carrying amount, which is recorded at present value, $434 million was included in other current assets and $828 million was included in investments and other assets in the accompanying Condensed Consolidated Balance Sheet at September 30, 2026.
Investments in Unconsolidated Affiliates
As of September 30, 2026, we controlled 413 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 (147 of 560 at September 30, 2026), 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 presented 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, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Net operating revenues | | $ | 960 | | | $ | 924 | | | $ | 2,791 | | | $ | 2,700 | |
| Net income | | $ | 252 | | | $ | 247 | | | $ | 714 | | | $ | 692 | |
| Net income available to the investees | | $ | 140 | | | $ | 133 | | | $ | 400 | | | $ | 382 | |
NOTE 2. ACCOUNTS RECEIVABLE AND CONTRACT BALANCES
Accounts Receivable
The principal components of accounts receivable are presented in the table below:
| | | | | | | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 |
| | | | |
| Patient accounts receivable | | $ | 2,467 | | | $ | 2,418 | |
| Estimated future recoveries | | 126 | | | 148 | |
| Cost reports and settlements receivable (payable), net of valuation allowances | | 2 | | | (1) | |
| Accounts receivable, net | | $ | 2,595 | | | $ | 2,565 | |
| | | | |
| | | | |
Contract Balances
The following table presents the opening and closing balances of our Hospital Operations segment’s contract assets and liabilities:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Current Receivables | | Contract Assets – Unbilled Revenue | | Long-Term Receivables | | Contract Liabilities – Current Deferred Revenue | | Contract Liabilities – Long-Term Deferred Revenue |
| December 31, 2025 | | $ | 26 | | | $ | 188 | | | $ | — | | | $ | 88 | | | $ | 13 | |
| September 30, 2026 | | 513 | | | 288 | | | 828 | | | 279 | | | 6 | |
| Increase (decrease) | | $ | 487 | | | $ | 100 | | | $ | 828 | | | $ | 191 | | | $ | (7) | |
| | | | | | | | | | |
| December 31, 2024 | | $ | 28 | | | $ | 190 | | | $ | — | | | $ | 80 | | | $ | 13 | |
| September 30, 2025 | | 74 | | | 178 | | | — | | | 85 | | | 13 | |
| Increase (decrease) | | $ | 46 | | | $ | (12) | | | $ | — | | | $ | 5 | | | $ | — | |
The changes in our contract assets and liabilities from December 31, 2025 to September 30, 2026 were primarily attributable to the terms of the Omnibus Agreement, the effects of which are further discussed in Note 9. During the nine months ended September 30, 2026 and 2025, we recognized revenue totaling $75 million and $60 million, respectively, from our revenue cycle management services that was included in the opening current deferred revenue liability. This revenue consists primarily of prepayments for those contract clients who were billed in advance, changes in estimates related to metric‑based services and up‑front integration services that are recognized over the service period.
Uninsured and Charity Care 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, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Estimated costs for: | | | | | | | | |
| Uninsured patients | | $ | 144 | | | $ | 99 | | | $ | 384 | | | $ | 317 | |
| Charity care patients | | 37 | | | 45 | | | 106 | | | 104 | |
Total estimated costs for uninsured and charity care patients | | $ | 181 | | | $ | 144 | | | $ | 490 | | | $ | 421 | |
NOTE 3. DISPOSITION OF ASSETS AND LIABILITIES
At both September 30, 2026 and December 31, 2025, our assets classified as held for sale consisted of a building we own in West Palm Beach, Florida. The carrying amount of the building was $62 million at September 30, 2026 and December 31, 2025.
NOTE 4. IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION‑RELATED COSTS
During the nine months ended September 30, 2026, we recorded impairment and restructuring charges and acquisition‑related costs of $92 million, consisting of $54 million of restructuring charges, $25 million of impairment charges and $13 million of acquisition‑related transaction costs. Restructuring charges during this period included $31 million of employee severance costs, $9 million related to the transition of various administrative functions to our GBC, $6 million of contract and lease termination fees, and $8 million of other restructuring costs. Impairment charges recognized during the nine months ended September 30, 2026 primarily related to the write-down of long-lived and other assets associated with Ambulatory Care segment facilities closed during the period.
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, and $6 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, 2026 | | December 31, 2025 |
| Senior unsecured notes: | | | | |
6.125% due 2028 | | $ | 1,250 | | | $ | 1,750 | |
6.875% due 2031 | | 362 | | | 362 | |
6.000% due 2033 | | 750 | | | 750 | |
6.250% due 2034 | | 2,000 | | | — | |
| Senior secured first lien notes: | | | | |
5.125% due 2027 | | — | | | 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 | |
5.500% due 2032 | | 1,500 | | | 1,500 | |
| | | | |
| | | | |
| | | | |
| Finance leases, mortgages and other notes | | 679 | | | 603 | |
| Unamortized issue costs and note discounts | | (98) | | | (94) | |
| Total long-term debt | | 13,243 | | | 13,171 | |
| Less: Current portion | | 164 | | | 79 | |
| Long-term debt, net of current portion | | $ | 13,079 | | | $ | 13,092 | |
At September 30, 2026, we had senior unsecured notes and senior secured first lien 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. 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 June 2028 through September 2034.
In September 2026, we issued $2.000 billion in aggregate principal amount of 6.250% senior unsecured notes, which are due in September 2034 (the “2034 Senior Notes”). We will pay interest on the 2034 Senior Notes semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2027. We used the net issuance proceeds, together with cash on hand, to finance the redemption of all $1.500 billion in aggregate principal amount of our 5.125% senior secured first lien notes due November 2027 and the redemption of $500 million of the then outstanding $1.750 billion aggregate principal amount of our 6.125% senior unsecured notes due October 2028.
We have a senior secured revolving credit facility (the “Credit Agreement”) that provides for revolving loans in an aggregate principal amount of up to $1.900 billion with a $200 million subfacility for standby letters of credit. Our borrowing availability, which is calculated by reference to a borrowing base that is determined by specified percentages of eligible accounts receivable, eligible inventory and Medicaid supplemental payments, was $1.900 billion at September 30, 2026. On that date, we had no cash borrowings and less than $1 million of standby letters of credit outstanding under the Credit Agreement.
In addition, 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, 2026, we had $105 million of standby letters of credit outstanding under the LC Facility.
NOTE 6. GUARANTEES
At September 30, 2026, the maximum potential amount of future payments under our revenue guarantees to certain physicians who agree to relocate and revenue collection guarantees to hospital‑based physician groups providing certain services at our hospitals was $328 million. We had a total liability of $290 million recorded for these guarantees included in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at September 30, 2026.
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 $83 million at September 30, 2026.
NOTE 7. EMPLOYEE BENEFIT PLANS
The accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026 and 2025 include $104 million and $79 million, respectively, of pre-tax compensation costs related to our stock‑based compensation arrangements.
Stock Options
As of September 30, 2026, there were 114,924 stock options outstanding under our stock-based compensation plans, which had a weighted average exercise price per share of $24.72. During the nine months ended September 30, 2026 and 2025, 29,757 and 22,616 stock options, respectively, were exercised with an aggregate intrinsic value of $7 million and $4 million, respectively. Other than these exercises, there was no activity related to our stock options during either of the nine-month periods ended September 30, 2026 or 2025. All outstanding options were vested and exercisable at September 30, 2026, and the options collectively had an aggregate intrinsic value of $27 million.
Restricted Stock Units
The following table presents information about our restricted stock unit (“RSU”) activity during the nine months ended September 30, 2026:
| | | | | | | | | | | | | | |
| | Number of RSUs | | Weighted Average Grant Date Fair Value Per RSU |
| Unvested at December 31, 2025 | | 1,440,379 | | | $ | 111.02 | |
| Granted | | 253,115 | | | $ | 248.96 | |
| Performance-based adjustment | | 350,583 | | | $ | 110.83 | |
| Vested | | (879,399) | | | $ | 105.37 | |
| Forfeited | | (29,579) | | | $ | 164.52 | |
| Unvested at September 30, 2026 | | 1,135,099 | | | $ | 172.81 | |
During the nine months ended September 30, 2026, we granted 124,019 RSUs that vest over periods ranging from one to three years. In addition, we granted 129,096 performance-based RSUs, the vesting of which is contingent on our achievement of specified performance goals for the years 2026 to 2028. Provided the goals are achieved, the performance‑based RSUs that could vest will range from 0% to 250% of the 129,096 units granted, depending on our level of achievement with respect to the performance goals. During the same period, we issued an additional 350,583 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, 2025, we granted 317,154 RSUs that 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.
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, |
| | 2026 | | 2025 |
| Expected volatility | | 39.0% - 43.8% | | 36.6% - 48.0% |
| | | | |
| Risk-free interest rate | | 3.4% - 3.5% | | 4.1% - 4.3% |
NOTE 8. EQUITY
The following tables present the changes in consolidated equity (dollars in millions, share amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Retained Earnings | | Treasury Stock | | Noncontrolling Interests | | Total Equity | | | | |
| | Shares Outstanding | | Issued Par Amount | | | | | | | | | | |
| Balances at December 31, 2025 | | 86,952 | | | $ | 8 | | | $ | 4,914 | | | $ | (181) | | | $ | 4,415 | | | $ | (4,936) | | | $ | 1,797 | | | $ | 6,017 | | | | | |
| Net income | | — | | | — | | | — | | | — | | | 702 | | | — | | | 93 | | | 795 | | | | | |
| Distributions paid to noncontrolling interests | | — | | | — | | | — | | | — | | | — | | | — | | | (75) | | | (75) | | | | | |
| Other comprehensive income | | — | | | — | | | — | | | 2 | | | — | | | — | | | — | | | 2 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Purchases of businesses and noncontrolling interests, net | | — | | | — | | | 270 | | | — | | | — | | | — | | | 84 | | | 354 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Repurchases of common stock | | (1,346) | | | — | | | — | | | — | | | — | | | (320) | | | — | | | (320) | | | | | |
| Stock-based compensation expense, tax benefit and issuance of common stock | | 518 | | | — | | | (60) | | | — | | | — | | | — | | | — | | | (60) | | | | | |
| Balances at March 31, 2026 | | 86,124 | | | 8 | | | 5,124 | | | (179) | | | 5,117 | | | (5,256) | | | 1,899 | | | 6,713 | | | | | |
| Net income | | — | | | — | | | — | | | — | | | 826 | | | — | | | 106 | | | 932 | | | | | |
| Distributions paid to noncontrolling interests | | — | | | — | | | — | | | — | | | — | | | — | | | (78) | | | (78) | | | | | |
| Other comprehensive income | | — | | | — | | | — | | | 2 | | | — | | | — | | | — | | | 2 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Purchases (sales) of businesses and noncontrolling interests, net | | — | | | — | | | 22 | | | — | | | — | | | — | | | (28) | | | (6) | | | | | |
| Repurchases of common stock | | (5,675) | | | — | | | — | | | — | | | — | | | (1,052) | | | — | | | (1,052) | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Stock-based compensation expense, tax benefit and issuance of common stock | | 58 | | | — | | | 46 | | | — | | | — | | | — | | | — | | | 46 | | | | | |
| Balances at June 30, 2026 | | 80,507 | | | 8 | | | 5,192 | | | (177) | | | 5,943 | | | (6,308) | | | 1,899 | | | 6,557 | | | | | |
| Net income | | — | | | — | | | — | | | — | | | 1,000 | | | — | | | 101 | | | 1,101 | | | | | |
| Distributions paid to noncontrolling interests | | — | | | — | | | — | | | — | | | — | | | — | | | (98) | | | (98) | | | | | |
| Other comprehensive loss | | — | | | — | | | — | | | (1) | | | — | | | — | | | — | | | (1) | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Purchases of businesses and noncontrolling interests, net | | — | | | — | | | 7 | | | — | | | — | | | — | | | 69 | | | 76 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Repurchases of common stock | | (970) | | | — | | | — | | | — | | | — | | | (257) | | | — | | | (257) | | | | | |
| Stock-based compensation expense, tax benefit and issuance of common stock | | 47 | | | — | | | 37 | | | — | | | — | | | — | | | — | | | 37 | | | | | |
| Balances at September 30, 2026 | | 79,584 | | | $ | 8 | | | $ | 5,236 | | | $ | (178) | | | $ | 6,943 | | | $ | (6,565) | | | $ | 1,971 | | | $ | 7,415 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Retained Earnings | | Treasury Stock | | Noncontrolling Interests | | Total Equity |
| | Shares Outstanding | | Issued Par Amount | | | | | | |
| Balances at December 31, 2024 | | 95,109 | | | $ | 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 | |
| | | | | | | | | | | | | | | | |
| Purchases (sales) of businesses and noncontrolling interests, net | | — | | | — | | | (35) | | | — | | | — | | | — | | | 41 | | | 6 | |
| Repurchases of common stock | | (2,629) | | | — | | | — | | | — | | | — | | | (351) | | | — | | | (351) | |
| | | | | | | | | | | | | | | | |
| Stock-based compensation expense, tax benefit and issuance of common stock | | 405 | | | — | | | (12) | | | — | | | — | | | — | | | — | | | (12) | |
| Balances at March 31, 2025 | | 92,885 | | | 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 | |
| | | | | | | | | | | | | | | | |
| Purchases of businesses and noncontrolling interests, net | | — | | | — | | | 10 | | | — | | | — | | | — | | | 9 | | | 19 | |
| Repurchases of common stock | | (4,601) | | | — | | | — | | | — | | | — | | | (753) | | | — | | | (753) | |
| | | | | | | | | | | | | | | | |
| Stock-based compensation expense, tax benefit and issuance of common stock | | 60 | | | — | | | 22 | | | — | | | — | | | — | | | — | | | 22 | |
| Balances at June 30, 2025 | | 88,344 | | | 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 stock | | 121 | | | — | | | 23 | | | — | | | — | | | — | | | — | | | 23 | |
| Balances at September 30, 2025 | | 87,867 | | | $ | 8 | | | $ | 4,872 | | | $ | (174) | | | $ | 4,044 | | | $ | (4,736) | | | $ | 1,769 | | | $ | 5,783 | |
Nonredeemable Noncontrolling Interests
The table below presents our nonredeemable noncontrolling interests balances by segment:
| | | | | | | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 |
| Hospital Operations | | $ | 215 | | | $ | 211 | |
| Ambulatory Care | | 1,756 | | | 1,586 | |
| Total nonredeemable noncontrolling interests | | $ | 1,971 | | | $ | 1,797 | |
The table below presents our net income available to nonredeemable noncontrolling interests by segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Hospital Operations | | $ | 7 | | | $ | 9 | | | $ | 26 | | | $ | 33 | |
| Ambulatory Care | | 94 | | | 97 | | | 274 | | | 273 | |
| Total net income available to nonredeemable noncontrolling interests | | $ | 101 | | | $ | 106 | | | $ | 300 | | | $ | 306 | |
Share Repurchase Program Activity
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, and, in June 2026, the board authorized an additional $2.000 billion for share repurchases under 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. Share repurchases may be made in open‑market or privately negotiated transactions, at
management’s discretion subject to market conditions and other factors, in a manner consistent with applicable securities laws and regulations.
The table below presents repurchase activity under our share repurchase program:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program | |
| | | | (In Thousands) | | | | (In Thousands) | | (In Millions) | |
| January 1 through September 30, 2026 | | | | | | | | | | | |
| January 1 through January 31, 2026 | | | | — | | $ | — | | | — | | $ | 1,490 | | |
| February 1 through February 28, 2026 | | | | — | | $ | — | | | — | | $ | 1,490 | | |
| March 1 through March 31, 2026 | | | | 1,346 | | $ | 236.30 | | | 1,346 | | $ | 1,172 | | |
| April 1 through April 30, 2026 | | | | — | | $ | — | | | — | | $ | 1,172 | | |
| May 1 through May 31, 2026 | | | | 4,031 | | $ | 190.26 | | | 4,031 | | $ | 405 | | |
| June 1 through June 30, 2026 | | | | 1,644 | | $ | 167.20 | | | 1,644 | | $ | 2,130 | | |
| July 1 through July 31, 2026 | | | | — | | $ | — | | | — | | $ | 2,130 | | |
| August 1 through August 31, 2026 | | | | 511 | | $ | 260.16 | | | 511 | | $ | 1,997 | | |
| September 1 through September 30, 2026 | | | | 459 | | $ | 265.71 | | | 459 | | $ | 1,875 | | |
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| January 1 through September 30, 2025 | | | | | | | | | | | |
| January 1 through January 31, 2025 | | | | — | | $ | — | | | — | | $ | 1,376 | | |
| February 1 through February 28, 2025 | | | | 1,800 | | $ | 134.98 | | | 1,800 | | $ | 1,133 | | |
| March 1 through March 31, 2025 | | | | 829 | | $ | 126.67 | | | 829 | | $ | 1,028 | | |
| April 1 through April 30, 2025 | | | | — | | $ | — | | | — | | $ | 1,028 | | |
| May 1 through May 31, 2025 | | | | 2,456 | | $ | 157.57 | | | 2,456 | | $ | 641 | | |
| June 1 through June 30, 2025 | | | | 2,145 | | $ | 167.83 | | | 2,145 | | $ | 281 | | |
| July 1 through July 31, 2025 | | | | 598 | | $ | 155.43 | | | 598 | | $ | 1,688 | | |
| August 1 through August 31, 2025 | | | | — | | $ | — | | | — | | $ | 1,688 | | |
| September 1 through September 30, 2025 | | | | — | | $ | — | | | — | | $ | 1,688 | | |
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NOTE 9. NET OPERATING REVENUES
The table below presents our sources of net operating revenues:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Hospital Operations: | | | | | | | | |
| Net patient service revenues from hospitals and related outpatient facilities: | | | | | | | | |
| Medicare | | $ | 532 | | | $ | 512 | | | $ | 1,631 | | | $ | 1,590 | |
| Medicaid | | 416 | | | 404 | | | 1,277 | | | 1,163 | |
| Managed care | | 2,490 | | | 2,374 | | | 7,354 | | | 7,197 | |
| Uninsured | | 4 | | | 15 | | | 13 | | | 50 | |
| Indemnity and other | | 150 | | | 157 | | | 459 | | | 395 | |
| Total | | 3,592 | | | 3,462 | | | 10,734 | | | 10,395 | |
Other revenues(1) | | 668 | | | 552 | | | 1,814 | | | 1,649 | |
| Total Hospital Operations | | 4,260 | | | 4,014 | | | 12,548 | | | 12,044 | |
| Ambulatory Care | | 1,371 | | | 1,275 | | | 4,079 | | | 3,739 | |
| Net operating revenues | | $ | 5,631 | | | $ | 5,289 | | | $ | 16,627 | | | $ | 15,783 | |
| | | | | | | | |
| | |
| (1) | Primarily revenue from physician practices and revenue cycle management. |
During the three months ended September 30, 2026, we assessed the periods over which we expect to satisfy the performance obligations under the CHI Agreements based on our current transition progress. We will substantially complete the transition of revenue cycle management services by October 30, 2026 rather than December 31, 2026, as we originally expected. As a result, in the three months ended September 30, 2026, we recognized cumulative catch-up adjustments that increased revenue from contract termination by $233 million and other revenues, included in net operating revenues, by $97 million. See Note 1 for additional information regarding the CHI Agreements.
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, |
| | 2026 | | 2025 | | 2026 | | 2025 |
Net patient service revenues | | $ | 1,317 | | | $ | 1,222 | | | $ | 3,901 | | | $ | 3,579 | |
| | | | | | | | |
| Revenue from other sources | | 54 | | | 53 | | | 178 | | | 160 | |
| Net operating revenues | | $ | 1,371 | | | $ | 1,275 | | | $ | 4,079 | | | $ | 3,739 | |
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 Ending | | Later Years |
| | | | | | December 31, | |
| | Total | | 2026 | | 2027 | | 2028 | | 2029 | | 2030 | |
| Performance obligations | | $ | 734 | | | $ | 276 | | | $ | 95 | | | $ | 95 | | | $ | 95 | | | $ | 95 | | | $ | 78 | |
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. The majority of the fixed-fee revenue for the three months ending December 31, 2026 in the table above relates to the CHI Agreements, as further discussed in Note 1.
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 the policy period of June 1, 2026 through April 30, 2027, we have coverage totaling $850 million per occurrence, after deductibles and exclusions, with annual aggregate sub‑limits of $100 million for floods, $400 million for earthquakes and a per‑occurrence sub‑limit of $300 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.
For the policy period of April 1, 2025 through May 31, 2026, our coverage totaled $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 applied. Deductibles were 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 were 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, 2026 and December 31, 2025, the aggregate current and long‑term professional and general liability reserves in the accompanying Condensed Consolidated Balance Sheets were $1.296 billion and $1.227 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 $296 million and $243 million was included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026 and 2025, respectively.
NOTE 11. CLAIMS AND LAWSUITS
We operate in a highly regulated and litigious industry. We and our subsidiaries are subject to investigations by various government agencies, and we have been and expect to continue to be party to class action lawsuits, employment‑related claims, private litigation and other legal actions in the ordinary course of 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. 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; however, our assessments 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 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 overall business or financial condition. Given the inherent uncertainties associated with material legal matters, an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for a particular reporting period.
The following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs:
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| | Balance at Beginning of Period | | Litigation and Investigation Costs | | Cash Payments | |
Other | | Balance at End of Period |
| Nine months ended September 30, 2026 | | $ | 38 | | | $ | 36 | | | $ | (50) | | | $ | 5 | | | $ | 29 | |
| Nine months ended September 30, 2025 | | $ | 20 | | | $ | 34 | | | $ | (29) | | | $ | 2 | | | $ | 27 | |
NOTE 12. REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES
The following table presents the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries:
| | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2026 | | 2025 |
| Balances at beginning of period | | $ | 2,956 | | | $ | 2,727 | |
| Net income | | 342 | | | 381 | |
| Distributions paid to noncontrolling interests | | (365) | | | (311) | |
| | | | |
| Purchases and sales of businesses and noncontrolling interests, net | | (754) | | | 120 | |
| | | | |
| Balances at end of period | | $ | 2,179 | | | $ | 2,917 | |
As previously discussed, we redeemed CHI’s minority equity interest in Conifer effective January 1, 2026. This redemption resulted in an $846 million decrease in our redeemable noncontrolling interests balance and a $306 million increase in our additional paid-in capital balance in the nine months ended September 30, 2026. See Note 1 for additional information regarding this transaction.
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, 2026 | | December 31, 2025 |
| Hospital Operations | | $ | 45 | | | $ | 905 | |
| Ambulatory Care | | 2,134 | | | 2,051 | |
| Redeemable noncontrolling interests | | $ | 2,179 | | | $ | 2,956 | |
| | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2026 | | 2025 |
| Hospital Operations | | $ | 1 | | | $ | 82 | |
| Ambulatory Care | | 341 | | | 299 | |
| Net income available to redeemable noncontrolling interests | | $ | 342 | | | $ | 381 | |
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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2026 | | 2025 |
| Amount | | Percent | | Amount | | Percent |
| Tax expense at statutory federal rate | $ | 850 | | | 21.0 | % | | $ | 445 | | | 21.0 | % |
| Domestic federal tax: | | | | | | | |
| Nontaxable or nondeductible items: | | | | | | | |
| Tax benefit attributable to noncontrolling interests | (135) | | | (3.3) | % | | (144) | | | (6.8) | % |
| | | | | | | |
| Other | 27 | | | 0.6 | % | | 23 | | | 1.1 | % |
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| Stock-based compensation tax benefit | (16) | | | (0.4) | % | | (6) | | | (0.3) | % |
| Other | 5 | | | 0.1 | % | | — | | | — | % |
| State and local income taxes, net of federal income tax effect | 145 | | | 3.6 | % | | 80 | | | 3.8 | % |
| | | | | | | |
| Changes in valuation allowances | (6) | | | (0.2) | % | | (2) | | | (0.1) | % |
| Changes in prior year unrecognized tax benefits | 11 | | | 0.3 | % | | — | | | — | % |
| | | | | | | |
| Income tax expense | $ | 881 | | | 21.7 | % | | $ | 396 | | | 18.7 | % |
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.
Income tax expense in the nine months ended September 30, 2026 included $7 million attributable to an increase in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of September 30, 2026 was $77 million, all of which, if recognized, would affect our effective tax rate and income tax expense.
Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our condensed consolidated statements of operations. Total accrued interest and penalties on unrecognized tax benefits at September 30, 2026 were $16 million.
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.
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| | Net Income Available to Common Shareholders (Numerator) | | Weighted Average Shares (Denominator) | | Per-Share Amount |
| Three Months Ended September 30, 2026 | | | | | | |
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share | | $ | 1,000 | | | 80,134 | | | $ | 12.48 | |
| Effect of dilutive instruments | | — | | | 466 | | | (0.07) | |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share | | $ | 1,000 | | | 80,600 | | | $ | 12.41 | |
| | | | | | |
| 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 | |
| | | | | | |
| Nine Months Ended September 30, 2026 | | | | | | |
Net income available to Tenet Healthcare Corporation common shareholders for basic earnings per share | | $ | 2,528 | | | 83,486 | | | $ | 30.28 | |
| Effect of dilutive instruments | | — | | | 567 | | | (0.20) | |
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share | | $ | 2,528 | | | 84,053 | | | $ | 30.08 | |
| | | | | | |
| 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 | |
Dilutive instruments during the three and nine months ended September 30, 2026 and 2025 included stock options, RSUs, convertible long‑term incentive awards and deferred compensation units.
NOTE 15. FAIR VALUE MEASUREMENTS
We employ a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Our valuation techniques and inputs used to measure fair value and the definition of the three levels (Level 1, Level 2 and Level 3) of the fair value hierarchy are disclosed in Note 21 to our Annual Report.
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 at December 31, 2025. There were no significant non-recurring fair value measurements at September 30, 2026.
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| | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
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| December 31, 2025 | | | | | | | | |
| Long-lived assets held for sale | | $ | 62 | | | $ | — | | | $ | 62 | | | $ | — | |
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Financial Instruments
The fair value of our long‑term debt (except for any borrowings under the Credit Agreement) is based on quoted market prices (Level 1). The inputs used to establish the fair value of borrowings outstanding under the Credit Agreement are considered to be Level 2 inputs. At September 30, 2026 and December 31, 2025, the estimated fair value of our long‑term debt
was approximately 97.3% and 100.9%, respectively, of the carrying value of the debt. The inputs used to estimate the fair value of the CHI Note Receivable are considered to be Level 3 inputs. At September 30, 2026, the estimated fair value of the CHI Note Receivable was approximately 100.0% of its carrying value.
NOTE 16. ACQUISITIONS
During the nine months ended September 30, 2026, we used $201 million of cash for acquisition-related activity, of which $198 million related to acquisitions and consolidations completed during that period and $3 million related to measurement‑period adjustments for acquisitions completed during 2025. During the nine months ended September 30, 2025, we used $266 million of cash for acquisition‑related activity, of which $257 million related to acquisitions and consolidations completed during that period and $9 million related to measurement‑period adjustments for acquisitions completed during 2024.
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 prices allocated over those fair values is recorded as goodwill. The purchase price allocations for certain acquisitions completed in 2026 and 2025 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. During the nine months ended September 30, 2026, we adjusted the preliminary purchase price allocations of certain Ambulatory Care segment acquisitions completed in 2025 based on the results of completed valuations and post‑closing working capital adjustments. These adjustments resulted in an increase of $5 million in goodwill recognized.
The table below presents the preliminary or final purchase price allocations for acquisitions made during the nine months ended September 30, 2026 and 2025:
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| | Nine Months Ended September 30, |
| | 2026 | | 2025 |
| Current assets | | $ | 30 | | | $ | 49 | |
| Property and equipment | | 33 | | | 39 | |
| Other intangible assets | | 6 | | | 13 | |
| Goodwill | | 441 | | | 477 | |
| Long-term operating lease assets | | 23 | | | 86 | |
| Other long-term assets | | 4 | | | — | |
| Previously held investments in unconsolidated affiliates | | (19) | | | (80) | |
| Current liabilities | | (13) | | | (35) | |
| Current portion of long-term lease liabilities | | (3) | | | (6) | |
| Long-term operating lease liabilities | | (20) | | | (81) | |
| Other long-term liabilities | | (24) | | | (12) | |
| Redeemable noncontrolling interests in equity of consolidated subsidiaries | | (123) | | | (135) | |
| Noncontrolling interests | | (114) | | | (70) | |
| Cash paid, net of cash acquired | | (198) | | | (257) | |
| Gains (losses) on consolidations | | $ | 23 | | | $ | (12) | |
The goodwill generated from our 2026 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, 2026 was primarily attributable to our Ambulatory Care segment.
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, 2026 | | December 31, 2025 |
| Assets: | | | | |
| Hospital Operations | | $ | 17,987 | | | $ | 16,586 | |
| Ambulatory Care | | 13,605 | | | 13,091 | |
| Total | | $ | 31,592 | | | $ | 29,677 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Capital expenditures: | | | | | | | | |
| Hospital Operations | | $ | 158 | | | $ | 242 | | | $ | 436 | | | $ | 556 | |
| Ambulatory Care | | 40 | | | 38 | | | 110 | | | 90 | |
| Total | | $ | 198 | | | $ | 280 | | | $ | 546 | | | $ | 646 | |
| | | | | | | | |
| Depreciation and amortization: | | | | | | | | |
| Hospital Operations | | $ | 175 | | | $ | 182 | | | $ | 537 | | | $ | 522 | |
| Ambulatory Care | | 42 | | | 36 | | | 124 | | | 110 | |
| Total | | $ | 217 | | | $ | 218 | | | $ | 661 | | | $ | 632 | |
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| Three Months Ended September 30, 2026 | | Nine Months Ended September 30, 2026 |
| Hospital Operations | | Ambulatory Care | | Total | | Hospital Operations | | Ambulatory Care | | Total |
| Net operating revenues | $ | 4,260 | | | $ | 1,371 | | | $ | 5,631 | | | $ | 12,548 | | | $ | 4,079 | | | $ | 16,627 | |
| Equity in earnings of unconsolidated affiliates | — | | | 64 | | | 64 | | | 1 | | | 179 | | | 180 | |
| | | | | | | | | | | |
| Less: | | | | | | | | | | | |
| Salaries, wages and benefits | 1,848 | | | 325 | | | 2,173 | | | 5,585 | | | 993 | | | 6,578 | |
| Supplies | 616 | | | 367 | | | 983 | | | 1,835 | | | 1,093 | | | 2,928 | |
| Other operating expenses, net | 978 | | | 206 | | | 1,184 | | | 2,871 | | | 609 | | | 3,480 | |
| | | | | | | | | | | |
| Adjusted EBITDA | $ | 818 | | | $ | 537 | | | 1,355 | | | $ | 2,258 | | | $ | 1,563 | | | 3,821 | |
| | | | | | | | | | | |
| Reconciliation of Adjusted EBITDA: | | | | | | | | | | | |
| | | | | | | | | | | |
| Revenue from contract termination | | | | | 646 | | | | | | | 1,472 | |
| Depreciation and amortization | | | | | (217) | | | | | | | (661) | |
| Impairment and restructuring charges, and acquisition-related costs | | | | | (37) | | | | | | | (92) | |
| Litigation and investigation costs | | | | | (6) | | | | | | | (36) | |
| Interest expense | | | | | (203) | | | | | | | (612) | |
| Loss from early extinguishment of debt | | | | | (5) | | | | | | | (5) | |
| Other non-operating income, net | | | | | 37 | | | | | | | 121 | |
| Net gains on sales, consolidation and deconsolidation of facilities | | | | | 9 | | | | | | | 43 | |
| Income before income taxes | | | | | $ | 1,579 | | | | | | | $ | 4,051 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2025 | | Nine Months Ended September 30, 2025 |
| Hospital Operations | | Ambulatory Care | | Total | | Hospital Operations | | Ambulatory Care | | Total |
| Net operating revenues | $ | 4,014 | | | $ | 1,275 | | | $ | 5,289 | | | $ | 12,044 | | | $ | 3,739 | | | $ | 15,783 | |
| Equity in earnings of unconsolidated affiliates | 1 | | | 63 | | | 64 | | | 5 | | | 176 | | | 181 | |
| | | | | | | | | | | |
| Less: | | | | | | | | | | | |
| Salaries, wages and benefits | 1,888 | | | 316 | | | 2,204 | | | 5,558 | | | 925 | | | 6,483 | |
| Supplies | 594 | | | 337 | | | 931 | | | 1,783 | | | 987 | | | 2,770 | |
| Other operating expenses, net | 926 | | | 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, net | | | | | 29 | | | | | | | 80 | |
| Net gains on sales, consolidation and deconsolidation of facilities | | | | | 20 | | | | | | | 4 | |
| Income before income taxes | | | | | $ | 712 | | | | | | | $ | 2,119 | |
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 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, 2026, our subsidiaries operated 51 hospitals serving primarily urban and suburban communities in eight states. Our Hospital Operations segment also included 135 outpatient facilities, including urgent care centers, imaging centers, off-campus hospital emergency departments and micro‑hospitals, at September 30, 2026. In addition, our Hospital Operations segment provides revenue cycle management and value-based care services to hospitals and other healthcare facilities, health systems, physician practices, employers and other clients through Conifer Health Solutions, LLC (“Conifer”).
Our Ambulatory Care segment, through USPI Holding Company, Inc. (together with its subsidiaries, “USPI”), held ownership interests in 535 ambulatory surgery centers (each, an “ASC”), 406 of which are consolidated, and 25 surgical hospitals, seven of which are consolidated, in 37 states at September 30, 2026. 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, 2026 and 2025, information presented on a same‑hospital basis includes the results of our same 49 hospitals and those outpatient centers we operated throughout both periods, and excludes the results of: Nacogdoches Medical Center South Campus, the acute care hospital we opened in Texas in August 2026; Florida Coast Medical Center, the acute care hospital we opened in Florida in September 2025; businesses classified as discontinued operations for accounting purposes during those periods; and 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 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.
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.
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.
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, 2025 (“Annual Report”), we described several key trends that continue to impact the healthcare industry, along with other factors affecting our business environment and operations, including the potential impact of changes in federal and state healthcare laws, regulations, funding policies and reimbursement practices. We continue to monitor developments affecting Medicaid funding, health insurance marketplace enrollment and payer mix. Thus far in 2026, we have experienced a decrease in admissions among patients with coverage through health insurance exchanges, resulting in an unfavorable shift in our payer mix. We are also monitoring broader economic conditions, including inflationary pressures and the influence of geopolitical dynamics, trade tensions, tariffs and export control rules on pricing and availability within global supply chains. These challenges underscore the importance of operational discipline and adaptive cost management as we navigate the evolving healthcare landscape.
STRATEGIES
We remain focused on executing the strategies described in the Management Overview section of MD&A in our Annual Report, including expanding our Ambulatory Care segment, driving growth in our Hospital Operations segment, improving the customer care experience, improving profitability and managing our capital structure. For additional information regarding these strategies, refer to the above‑referenced section in our Annual Report.
We continue to pursue advantageous opportunities to grow our portfolio of hospitals and other healthcare facilities. In August 2026, we expanded our footprint in Nacogdoches, Texas, with the opening of the 210‑bed Nacogdoches Medical Center South Campus, as well as a 21‑bed inpatient rehabilitation center.
Our ability to execute on our strategies and respond to 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.
RECENT RESULTS OF OPERATIONS
The following table presents selected operating statistics for our Hospital Operations and Ambulatory Care segments on a continuing operations basis. Unless otherwise indicated, comparisons of results of operations for the three months ended September 30, 2026 are to the corresponding period in 2025.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Increase (Decrease) |
| | 2026 | | 2025 | |
| Hospital Operations – hospitals and related outpatient facilities: | | | | | | | |
| Number of hospitals (at end of period) | | 51 | | | 50 | | | 1 | | (1) |
| Total admissions | | 122,790 | | | 118,852 | | | 3.3 | % | |
| Adjusted admissions | | 223,640 | | | 215,460 | | | 3.8 | % | |
| Paying admissions (excludes charity and uninsured) | | 115,995 | | | 113,458 | | | 2.2 | % | |
| Charity and uninsured admissions | | 6,795 | | | 5,394 | | | 26.0 | % | |
| Admissions through emergency department | | 92,095 | | | 88,579 | | | 4.0 | % | |
| Emergency department visits, outpatient | | 463,874 | | | 443,006 | | | 4.7 | % | |
| Total emergency department visits | | 555,969 | | | 531,585 | | | 4.6 | % | |
| Total surgeries | | 68,732 | | | 69,046 | | | (0.5) | % | |
| Patient days — total | | 585,295 | | | 569,766 | | | 2.7 | % | |
| Adjusted patient days | | 1,028,995 | | | 995,666 | | | 3.3 | % | |
| Average length of stay (days) | | 4.77 | | | 4.79 | | | (0.4) | % | |
| Average licensed beds | | 12,677 | | | 12,452 | | | 1.8 | % | |
| Utilization of licensed beds | | 50.2 | % | | 49.7 | % | | 0.5 | % | (1) |
| Total visits | | 1,353,406 | | | 1,361,469 | | | (0.6) | % | |
| Paying visits (excludes charity and uninsured) | | 1,228,410 | | | 1,249,565 | | | (1.7) | % | |
| Charity and uninsured visits | | 124,996 | | | 111,904 | | | 11.7 | % | |
| Ambulatory Care: | | | | | | | |
| Total consolidated facilities (at end of period) | | 413 | | | 406 | | | 7 | | (1) |
| Total consolidated cases | | 508,958 | | | 491,782 | | | 3.5 | % | |
| | | | | | | | |
| | |
| (1) | The change is the difference between the 2026 and 2025 amounts or percentages presented. |
| |
| |
Total admissions increased by 3,938, or 3.3%, total emergency department visits increased by 24,384, or 4.6%, and charity and uninsured admissions increased by 1,401, or 26.0%, in the three months ended September 30, 2026. The 3.5% increase in our Ambulatory Care segment’s total consolidated cases in the three months ended September 30, 2026 was primarily attributable to incremental case volume from our 2025 and 2026 acquisitions and de novo development, partially offset by a decrease in same-facility case volume and 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) | |
| | 2026 | | 2025 | | |
| | | | | | | |
| Hospital Operations | | $ | 4,260 | | | $ | 4,014 | | | 6.1 | % | |
| Ambulatory Care | | 1,371 | | | 1,275 | | | 7.5 | % | |
| Total | | $ | 5,631 | | | $ | 5,289 | | | 6.5 | % | |
Consolidated net operating revenues increased by $342 million, or 6.5%, in the three months ended September 30, 2026. The increase of $246 million, or 6.1%, in our Hospital Operations segment’s net operating revenues for the three‑month period in 2026 was driven by higher patient volumes as well as continued pricing strength, partially offset by a less favorable payer mix.
Additionally, we previously entered into certain agreements with Catholic Health Initiatives (“CHI”), now known as CommonSpirit Health, relating to Conifer, whereby the parties agreed, in part, to the early conclusion and transition of our revenue cycle management services by December 31, 2026 (collectively, the “CHI Agreements”). During the three months ended September 30, 2026, we assessed the periods over which we expect to satisfy the performance obligations under the CHI Agreements based on our current transition progress. We will substantially complete the transition by October 30, 2026 rather than December 31, 2026, as originally expected. As a result, in the three months ended September 30, 2026, we recognized a cumulative catch-up adjustment that increased net operating revenues by $97 million. See Note 1 to the accompanying Condensed Consolidated Financial Statements for additional information regarding the CHI Agreements.
Net operating revenues in our Ambulatory Care segment increased by $96 million, or 7.5%, in the three months ended September 30, 2026. This change was primarily driven by our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities. Same-facility revenue growth, driven by incremental revenue from negotiated commercial rate increases and the addition of new service lines, also contributed to this increase.
The following table presents information about selected operating expenses by segment on a continuing operations basis:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Increase (Decrease) |
| | 2026 | | 2025 | |
| Hospital Operations: | | | | | | |
| Salaries, wages and benefits | | $ | 1,848 | | | $ | 1,888 | | | (2.1) | % |
| Supplies | | 616 | | | 594 | | | 3.7 | % |
| Other operating expenses, net | | 978 | | | 926 | | | 5.6 | % |
| Total | | $ | 3,442 | | | $ | 3,408 | | | 1.0 | % |
| Ambulatory Care: | | | | | | |
| Salaries, wages and benefits | | $ | 325 | | | $ | 316 | | | 2.8 | % |
| Supplies | | 367 | | | 337 | | | 8.9 | % |
| Other operating expenses, net | | 206 | | | 193 | | | 6.7 | % |
| Total | | $ | 898 | | | $ | 846 | | | 6.1 | % |
| Total: | | | | | | |
| Salaries, wages and benefits | | $ | 2,173 | | | $ | 2,204 | | | (1.4) | % |
| Supplies | | 983 | | | 931 | | | 5.6 | % |
| Other operating expenses, net | | 1,184 | | | 1,119 | | | 5.8 | % |
| Total | | $ | 4,340 | | | $ | 4,254 | | | 2.0 | % |
Rent/lease expense(1): | | | | | | |
| Hospital Operations | | $ | 55 | | | $ | 56 | | | (1.8) | % |
| Ambulatory Care | | 50 | | | 46 | | | 8.7 | % |
| Total | | $ | 105 | | | $ | 102 | | | 2.9 | % |
| | | | | | | | |
| | |
| (1) | Included in other operating expenses, net. |
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) |
| | 2026 | | 2025 | |
| | | | | | |
| Salaries, wages and benefits per adjusted admission | | $ | 8,261 | | | $ | 8,761 | | | (5.7) | % |
| Supplies per adjusted admission | | 2,757 | | | 2,754 | | | 0.1 | % |
| Other operating expenses, net per adjusted admission | | 4,376 | | | 4,299 | | | 1.8 | % |
| Total per adjusted admission | | $ | 15,394 | | | $ | 15,814 | | | (2.7) | % |
Salaries, wages and benefits expense for our Hospital Operations segment decreased by $40 million, or 2.1%, in the three months ended September 30, 2026 primarily due to higher employee benefits cost in the 2025 period, partially offset by higher incentive compensation expense in the 2026 period. On a per adjusted admission basis, salaries, wages and benefits expense decreased by 5.7% in the three months ended September 30, 2026.
Supplies expense for our Hospital Operations segment increased by $22 million, or 3.7%, during the three months ended September 30, 2026. This change was primarily due to higher patient volumes during the 2026 period, partially offset by our continued focus on cost‑efficiency measures. These measures include product standardization, contract management, improved utilization, bulk purchases, focused spending and operational improvements, among others. On a per adjusted admission basis, supplies expense during the three months ended September 30, 2026 was generally consistent with the same period in 2025.
Other operating expenses for our Hospital Operations segment increased by $52 million, or 5.6%, in the three months ended September 30, 2026. This change was primarily attributable to increases in malpractice expense and medical fees during the 2026 period. On a per adjusted admission basis, other operating expenses increased by 1.8% in the three months ended September 30, 2026.
LIQUIDITY AND CAPITAL RESOURCES OVERVIEW
Cash and cash equivalents were $2.674 billion as of September 30, 2026 compared to $2.170 billion as of June 30, 2026. Significant cash flow items in the three months ended September 30, 2026 included:
•Net cash provided by operating activities before payments for interest, taxes, restructuring charges, acquisition‑related costs, and litigation costs and settlements of $1.562 billion;
•Net proceeds from the issuance of an aggregate principal amount of $2.000 billion of our 6.250% senior unsecured notes due September 2034 (the “2034 Senior Notes”);
•The redemption, using the issuance proceeds and cash on hand, of all $1.500 billion in aggregate principal amount of our 5.125% senior secured first lien notes due November 2027 (the “2027 Senior Secured First Lien Notes”) and the redemption of $500 million of the then-outstanding $1.750 billion aggregate principal amount of our 6.125% senior unsecured notes due October 2028 (the “2028 Senior Notes”);
•Aggregate payments of $255 million to purchase 970 thousand shares of our common stock;
•Distributions paid to noncontrolling interests totaling $216 million;
•Capital expenditures totaling $198 million;
•Income tax payments of $163 million; and
•Interest payments of $99 million.
Net cash provided by operating activities was $3.507 billion in the nine months ended September 30, 2026 compared to $2.809 billion in the nine months ended September 30, 2025. Key factors contributing to the change between the 2026 and 2025 periods included the following:
•Contract termination payments received of $540 million in the 2026 period;
•Interest payments that were $35 million lower in the 2026 period;
•A $164 million increase in income tax payments during the 2026 period; 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 described in the Forward‑Looking Statements and Risk Factors sections in Part I of our Annual Report.
Readers should keep in mind the risk factors and other cautionary statements in our Annual Report and in this report and not place undue reliance on forward-looking statements. 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 expressed in any forward‑looking statement. We specifically disclaim any obligation to revise or 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) |
| | 2026 | | 2025 | | | 2026 | | 2025 | |
| Medicare | | 14.8 | % | | 14.8 | % | | — | % | | 15.2 | % | | 15.3 | % | | (0.1) | % |
| Medicaid | | 11.6 | % | | 11.7 | % | | (0.1) | % | | 11.9 | % | | 11.2 | % | | 0.7 | % |
Managed care(2) | | 69.3 | % | | 68.6 | % | | 0.7 | % | | 68.5 | % | | 69.2 | % | | (0.7) | % |
| Uninsured | | 0.1 | % | | 0.4 | % | | (0.3) | % | | 0.1 | % | | 0.5 | % | | (0.4) | % |
| Indemnity and other | | 4.2 | % | | 4.5 | % | | (0.3) | % | | 4.3 | % | | 3.8 | % | | 0.5 | % |
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| | |
| (1) | The change is the difference between the 2026 and 2025 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) |
| | 2026 | | 2025 | | | 2026 | | 2025 | |
| Medicare | | 17.8 | % | | 17.7 | % | | 0.1 | % | | 18.5 | % | | 18.5 | % | | — | % |
| Medicaid | | 3.8 | % | | 3.7 | % | | 0.1 | % | | 3.8 | % | | 3.8 | % | | — | % |
Managed care(2) | | 68.7 | % | | 70.3 | % | | (1.6) | % | | 68.6 | % | | 69.7 | % | | (1.1) | % |
| Charity and uninsured | | 5.5 | % | | 4.5 | % | | 1.0 | % | | 5.0 | % | | 4.3 | % | | 0.7 | % |
| Indemnity and other | | 4.2 | % | | 3.8 | % | | 0.4 | % | | 4.1 | % | | 3.7 | % | | 0.4 | % |
| | | | | | | | |
| | |
| (1) | The change is the difference between the 2026 and 2025 percentages presented. |
| (2) | Includes Medicare and Medicaid managed care programs. |
GOVERNMENT PROGRAMS
The Centers for Medicare & Medicaid Services (“CMS”), an agency of the U.S. Department of Health and Human Services, administers Medicare and co-administers with the individual states both Medicaid and the Children’s Health Insurance Program. A significant portion of our patient volumes and revenues is derived from government healthcare programs; changes in eligibility, coverage, funding and reimbursement under these programs may affect our patient volumes, payer mix, revenues and cash flows.
Recent and Potential Future Changes to 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 and specialty 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 federal fiscal year (“FFY”) 2014 and, under current law, are scheduled to commence for Medicaid payments on October 1, 2027.
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 provided enhanced premium tax credits to eligible individuals purchasing Affordable Care Act coverage through state and federal health insurance marketplaces – all of which led to higher enrollment numbers, particularly in states that have not expanded Medicaid. Certain of these provisions expired at the end of 2025, resulting in significant increases in health insurance premiums and decreases in enrollment and insurance coverage. These changes have contributed to a rise in the number of uninsured and shifts of individuals from commercial coverage to government program coverage or other more limited coverage alternatives. Thus far in 2026, we have experienced a decrease in admissions among patients with coverage through health insurance exchanges, resulting in an unfavorable shift in our payer mix. We continue to monitor the extent to which decreases in insurance coverage will adversely affect these metrics and our overall results of operations.
The impact of The One Big Beautiful Bill Act (“OBBBA”), which was enacted in July 2025, is expected to be far‑reaching, with significant implications for states, their healthcare programs and consumers. Key provisions, the most consequential 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 will lose health insurance by 2034. With respect to Medicaid, these coverage losses may primarily be attributable to policy changes, including the 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. 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 over the coming years. The OBBBA’s legislative and forthcoming regulatory changes may result in material reductions to Medicaid payments, changes and reductions 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 (including supplemental 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 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 government agencies or the current administration might further influence, promulgate or implement rules, regulations or executive orders that affect the healthcare industry directly or indirectly.
To the extent the rates paid by governmental payers are materially reduced, the scope of services covered by governmental payers is significantly limited, eligibility or enrollment is further restricted, there are changes to align payment rates for certain procedures across various care settings in a site neutral manner, or we or one or more of our 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 the hospitals and related outpatient facilities in our Hospital Operations segment for services provided to patients enrolled in the Original Medicare Plan were $532 million and $512 million for the three months ended September 30, 2026 and 2025, respectively, and $1.631 billion and $1.590 billion for the nine months ended September 30, 2026 and 2025, 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, 2026 and 2025, revenue from Medicaid programs included $356 million and $346 million, respectively, and $1.107 billion and $1.023 billion, respectively, of revenue attributable to DSH and other supplemental programs. Revenues from Medicaid programs constituted approximately 12% and 11% of the total net patient service revenues of our hospitals and related outpatient facilities for the nine-month periods ended September 30, 2026 and 2025, respectively.
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 could 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 2026, CMS issued final changes to the Hospital Inpatient Prospective Payment Systems for Acute Care Hospitals and Fiscal Year 2027 Rates, which release was later updated by CMS’ September 2026 issuance of the 2027 IPPS Final Rule Correction Notice to fix technical and typographical errors (both releases, the “Final IPPS Rule”). According to CMS, the combined impact of the payment and policy changes in the Final IPPS Rule for operating costs will yield an average 1.4% increase in Medicare operating payments for proprietary hospitals in FFY 2027. The Final IPPS Rule includes the following payment and policy changes, among others:
•A market basket increase of 3.2% 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 0.9% multifactor productivity reduction required by the Affordable Care Act that results in a net operating payment update of 2.3% before budget neutrality adjustments;
•An increase in the cost outlier threshold from $40,397 to $49,346;
•A 3.0% net increase in the capital federal MS‑DRG rate; and
•Updates to the three factors used to determine the amount and distribution of Medicare uncompensated care disproportionate share hospital payments.
Proposed Payment and Policy Changes to the Medicare Outpatient Prospective Payment and Ambulatory Surgery Center Payment Systems—In July 2026, 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”) 2027 (“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 7.4% net increase in Medicare FFS OPPS payments for proprietary hospitals in CY 2027. The proposed net increase includes a favorable 340B Acquired Drug Cost Survey budget neutrality adjustment and a revision to the reduction in overall Medicare FFS OPPS payments due to CMS’ proposal to accelerate the annual offset percentage for non-drug items and services from 0.5% to 3.0% starting in CY 2027. 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 66% of our managed care net patient service revenues for the nine months ended September 30, 2026. During the same period, national payers generated 51% 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, 2026 and 2025 was $2.490 billion and $2.374 billion, respectively, and $7.354 billion and $7.197 billion during the nine months ended September 30, 2026 and 2025, 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, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Estimated costs for: | | | | | | | | |
| Uninsured patients | | $ | 144 | | | $ | 99 | | | $ | 384 | | | $ | 317 | |
| Charity care patients | | 37 | | | 45 | | | 106 | | | 104 | |
Total estimated costs for uninsured and charity care patients | | $ | 181 | | | $ | 144 | | | $ | 490 | | | $ | 421 | |
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. Unless otherwise indicated, comparisons of results of operations for the three and nine months ended September 30, 2026 are to the corresponding periods in 2025.
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| | Three Months Ended September 30, | | Increase (Decrease) | | Nine Months Ended September 30, | | Increase (Decrease) |
| | 2026 | | 2025 | | | 2026 | | 2025 | |
| Net operating revenues: | | | | | | | | | | | | |
| Hospital Operations | | $ | 4,260 | | | $ | 4,014 | | | 6.1 | % | | $ | 12,548 | | | $ | 12,044 | | | 4.2 | % |
| Ambulatory Care | | 1,371 | | | 1,275 | | | 7.5 | % | | 4,079 | | | 3,739 | | | 9.1 | % |
| Net operating revenues | | 5,631 | | | 5,289 | | | 6.5 | % | | 16,627 | | | 15,783 | | | 5.3 | % |
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| Revenue from contract termination | | 646 | | | — | | | | | 1,472 | | | — | | | |
| Equity in earnings of unconsolidated affiliates | | 64 | | | 64 | | | — | % | | 180 | | | 181 | | | (0.6) | % |
| Operating expenses: | | | | | | | | | | | | |
| Salaries, wages and benefits | | 2,173 | | | 2,204 | | | (1.4) | % | | 6,578 | | | 6,483 | | | 1.5 | % |
| Supplies | | 983 | | | 931 | | | 5.6 | % | | 2,928 | | | 2,770 | | | 5.7 | % |
| Other operating expenses, net | | 1,184 | | | 1,119 | | | 5.8 | % | | 3,480 | | | 3,328 | | | 4.6 | % |
| Depreciation and amortization | | 217 | | | 218 | | | (0.5) | % | | 661 | | | 632 | | | 4.6 | % |
| Impairment and restructuring charges, and acquisition-related costs | | 37 | | | 23 | | | 60.9 | % | | 92 | | | 66 | | | 39.4 | % |
| Litigation and investigation costs (benefit) | | 6 | | | (11) | | | (154.5) | % | | 36 | | | 34 | | | 5.9 | % |
| Net gains on sales, consolidation and deconsolidation of facilities | | (9) | | | (20) | | | (55.0) | % | | (43) | | | (4) | | | 975.0 | % |
| Operating income | | $ | 1,750 | | | $ | 889 | | | 96.9 | % | | $ | 4,547 | | | $ | 2,655 | | | 71.3 | % |
| | | | | | | | | | | | |
| Net operating revenues | | 100.0 | % | | 100.0 | % | | — | % | | 100.0 | % | | 100.0 | % | | — | % |
| | | | | | | | | | | | |
| Revenue from contract termination | | 11.5 | % | | — | % | | 11.5 | % | | 8.9 | % | | — | % | | 8.9 | % |
| Equity in earnings of unconsolidated affiliates | | 1.1 | % | | 1.2 | % | | (0.1) | % | | 1.1 | % | | 1.1 | % | | — | % |
| Operating expenses: | | | | | | | | | | | | |
| Salaries, wages and benefits | | 38.6 | % | | 41.7 | % | | (3.1) | % | | 39.6 | % | | 41.1 | % | | (1.5) | % |
| Supplies | | 17.5 | % | | 17.6 | % | | (0.1) | % | | 17.6 | % | | 17.6 | % | | — | % |
| Other operating expenses, net | | 21.0 | % | | 21.2 | % | | (0.2) | % | | 20.9 | % | | 21.0 | % | | (0.1) | % |
| Depreciation and amortization | | 3.8 | % | | 4.1 | % | | (0.3) | % | | 4.0 | % | | 4.0 | % | | — | % |
| Impairment and restructuring charges, and acquisition-related costs | | 0.7 | % | | 0.4 | % | | 0.3 | % | | 0.6 | % | | 0.4 | % | | 0.2 | % |
| Litigation and investigation costs (benefit) | | 0.1 | % | | (0.2) | % | | 0.3 | % | | 0.2 | % | | 0.2 | % | | — | % |
| Net gains on sales, consolidation and deconsolidation of facilities | | (0.2) | % | | (0.4) | % | | 0.2 | % | | (0.2) | % | | — | % | | (0.2) | % |
| Operating income | | 31.1 | % | | 16.8 | % | | 14.3 | % | | 27.3 | % | | 16.8 | % | | 10.5 | % |
Consolidated net operating revenues increased by $844 million, or 5.3%, for the nine months ended September 30, 2026. Our Hospital Operations segment’s net operating revenues increased by $504 million, or 4.2%, during the nine months ended September 30, 2026, primarily driven by higher patient volumes as well as continued pricing strength, partially offset by a less favorable payer mix, during the 2026 period. Additionally, in the three months ended September 30, 2026, we recognized cumulative catch-up adjustments associated with the CHI Agreements that increased revenue from contract termination by $233 million and net operating revenues by $97 million.
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, 2026 | | Nine Months Ended September 30, 2026 |
| | Hospital Operations | | Ambulatory Care | | Hospital Operations | | Ambulatory Care |
| Net operating revenues | | $ | 4,260 | | | $ | 1,371 | | | $ | 12,548 | | | $ | 4,079 | |
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| Revenue from contract termination | | 646 | | | — | | | 1,472 | | | — | |
| Equity in earnings of unconsolidated affiliates | | — | | | 64 | | | 1 | | | 179 | |
| Operating expenses: | | | | | | | | |
| Salaries, wages and benefits | | 1,848 | | | 325 | | | 5,585 | | | 993 | |
| Supplies | | 616 | | | 367 | | | 1,835 | | | 1,093 | |
| Other operating expenses, net | | 978 | | | 206 | | | 2,871 | | | 609 | |
| Depreciation and amortization | | 175 | | | 42 | | | 537 | | | 124 | |
| Impairment and restructuring charges, and acquisition-related costs | | 26 | | | 11 | | | 51 | | | 41 | |
| Litigation and investigation costs | | 6 | | | — | | | 23 | | | 13 | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (4) | | | (5) | | | (4) | | | (39) | |
| Operating income | | $ | 1,261 | | | $ | 489 | | | $ | 3,123 | | | $ | 1,424 | |
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| Net operating revenues | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
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| Revenue from contract termination | | 15.2 | % | | — | % | | 11.7 | % | | — | % |
| Equity in earnings of unconsolidated affiliates | | — | % | | 4.7 | % | | — | % | | 4.4 | % |
| Operating expenses: | | | | | | | | |
| Salaries, wages and benefits | | 43.4 | % | | 23.7 | % | | 44.5 | % | | 24.3 | % |
| Supplies | | 14.5 | % | | 26.8 | % | | 14.6 | % | | 26.8 | % |
| Other operating expenses, net | | 23.0 | % | | 15.0 | % | | 22.9 | % | | 14.9 | % |
| Depreciation and amortization | | 4.1 | % | | 3.1 | % | | 4.3 | % | | 3.2 | % |
| Impairment and restructuring charges, and acquisition-related costs | | 0.6 | % | | 0.8 | % | | 0.4 | % | | 1.0 | % |
| Litigation and investigation costs | | 0.1 | % | | — | % | | 0.1 | % | | 0.3 | % |
| Net gains on sales, consolidation and deconsolidation of facilities | | (0.1) | % | | (0.4) | % | | — | % | | (1.0) | % |
| Operating income | | 29.6 | % | | 35.7 | % | | 24.9 | % | | 34.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2025 | | Nine Months Ended September 30, 2025 |
| | Hospital Operations | | Ambulatory Care | | Hospital Operations | | Ambulatory Care |
| Net operating revenues | | $ | 4,014 | | | $ | 1,275 | | | $ | 12,044 | | | $ | 3,739 | |
| | | | | | | | |
| Equity in earnings of unconsolidated affiliates | | 1 | | | 63 | | | 5 | | | 176 | |
| Operating expenses: | | | | | | | | |
| Salaries, wages and benefits | | 1,888 | | | 316 | | | 5,558 | | | 925 | |
| Supplies | | 594 | | | 337 | | | 1,783 | | | 987 | |
| Other operating expenses, net | | 926 | | | 193 | | | 2,771 | | | 557 | |
| Depreciation and amortization | | 182 | | | 36 | | | 522 | | | 110 | |
| Impairment and restructuring charges, and acquisition-related costs | | 16 | | | 7 | | | 35 | | | 31 | |
| Litigation and investigation costs (benefit) | | (11) | | | — | | | 34 | | | — | |
| Net losses (gains) on sales, consolidation and deconsolidation of facilities | | 2 | | | (22) | | | (8) | | | 4 | |
| Operating income | | $ | 418 | | | $ | 471 | | | $ | 1,354 | | | $ | 1,301 | |
| | | | | | | | |
| Net operating revenues | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| | | | | | | | |
| Equity in earnings of unconsolidated affiliates | | — | % | | 4.9 | % | | — | % | | 4.7 | % |
| Operating expenses: | | | | | | | | |
| Salaries, wages and benefits | | 47.0 | % | | 24.8 | % | | 46.1 | % | | 24.7 | % |
| Supplies | | 14.8 | % | | 26.4 | % | | 14.8 | % | | 26.4 | % |
| Other operating expenses, net | | 23.1 | % | | 15.1 | % | | 23.0 | % | | 14.9 | % |
| Depreciation and amortization | | 4.6 | % | | 2.9 | % | | 4.4 | % | | 3.0 | % |
| Impairment and restructuring charges, and acquisition-related costs | | 0.4 | % | | 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 income | | 10.4 | % | | 36.9 | % | | 11.2 | % | | 34.8 | % |
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:
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| | Same-Hospital | | | | | Same-Hospital | | | |
| | Three Months Ended September 30, | | Increase (Decrease) | | Nine Months Ended September 30, | | Increase (Decrease) |
| Admissions, Patient Days and Surgeries | | 2026 | | 2025 | | | 2026 | | 2025 | |
| Number of hospitals | | 49 | | | 49 | | | — | | (1) | | 49 | | | 49 | | | — | | (1) |
| Total admissions | | 122,061 | | | 118,782 | | | 2.8 | % | | | 362,107 | | | 355,836 | | | 1.8 | % | |
| Adjusted admissions | | 222,195 | | | 215,322 | | | 3.2 | % | | | 653,422 | | | 639,881 | | | 2.1 | % | |
| Paying admissions (excludes charity and uninsured) | | 115,292 | | | 113,391 | | | 1.7 | % | | | 343,842 | | | 340,412 | | | 1.0 | % | |
| Charity and uninsured admissions | | 6,769 | | | 5,391 | | | 25.6 | % | | | 18,265 | | | 15,424 | | | 18.4 | % | |
| Admissions through emergency department | | 91,471 | | | 88,523 | | | 3.3 | % | | | 272,566 | | | 268,087 | | | 1.7 | % | |
| Paying admissions as a percentage of total admissions | | 94.5 | % | | 95.5 | % | | (1.0) | % | (1) | | 95.0 | % | | 95.7 | % | | (0.7) | % | (1) |
| Charity and uninsured admissions as a percentage of total admissions | | 5.5 | % | | 4.5 | % | | 1.0 | % | (1) | | 5.0 | % | | 4.3 | % | | 0.7 | % | (1) |
| Emergency department admissions as a percentage of total admissions | | 74.9 | % | | 74.5 | % | | 0.4 | % | (1) | | 75.3 | % | | 75.3 | % | | — | % | (1) |
| Surgeries — inpatient | | 30,236 | | | 30,303 | | | (0.2) | % | | | 88,794 | | | 89,867 | | | (1.2) | % | |
| Surgeries — outpatient | | 38,071 | | | 38,731 | | | (1.7) | % | | | 113,238 | | | 113,939 | | | (0.6) | % | |
| Total surgeries | | 68,307 | | | 69,034 | | | (1.1) | % | | | 202,032 | | | 203,806 | | | (0.9) | % | |
| Patient days — total | | 583,172 | | | 569,605 | | | 2.4 | % | | | 1,759,472 | | | 1,737,473 | | | 1.3 | % | |
| Adjusted patient days | | 1,024,789 | | | 995,348 | | | 3.0 | % | | | 3,055,712 | | | 3,016,357 | | | 1.3 | % | |
| Average length of stay (days) | | 4.78 | | | 4.80 | | | (0.4) | % | | | 4.86 | | | 4.88 | | | (0.4) | % | |
| Licensed beds (at end of period) | | 12,469 | | | 12,434 | | | 0.3 | % | | | 12,469 | | | 12,434 | | | 0.3 | % | |
| Average licensed beds | | 12,469 | | | 12,434 | | | 0.3 | % | | | 12,458 | | | 12,435 | | | 0.2 | % | |
| Utilization of licensed beds | | 50.8 | % | | 49.8 | % | | 1.0 | % | (1) | | 51.7 | % | | 51.2 | % | | 0.5 | % | (1) |
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(1) | The change is the difference between the 2026 and 2025 amounts or percentages presented. |
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| | Same-Hospital | | | | | Same-Hospital | | | |
| | Three Months Ended September 30, | | Increase (Decrease) | | Nine Months Ended September 30, | | Increase (Decrease) |
| Outpatient Visits | | 2026 | | 2025 | | | 2026 | | 2025 | |
| Total visits | | 1,350,015 | | | 1,348,337 | | | 0.1 | % | | | 4,039,407 | | | 4,078,081 | | | (0.9) | % | |
| Paying visits (excludes charity and uninsured) | | 1,225,321 | | | 1,236,995 | | | (0.9) | % | | | 3,709,668 | | | 3,781,405 | | | (1.9) | % | |
| Charity and uninsured visits | | 124,694 | | | 111,342 | | | 12.0 | % | | | 329,739 | | | 296,676 | | | 11.1 | % | |
| Emergency department visits | | 461,266 | | | 442,703 | | | 4.2 | % | | | 1,367,925 | | | 1,357,994 | | | 0.7 | % | |
| Surgery visits | | 38,071 | | | 38,731 | | | (1.7) | % | | | 113,238 | | | 113,939 | | | (0.6) | % | |
| Paying visits as a percentage of total visits | | 90.8 | % | | 91.7 | % | | (0.9) | % | (1) | | 91.8 | % | | 92.7 | % | | (0.9) | % | (1) |
| Charity and uninsured visits as a percentage of total visits | | 9.2 | % | | 8.3 | % | | 0.9 | % | (1) | | 8.2 | % | | 7.3 | % | | 0.9 | % | (1) |
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| (1) | The change is the difference between the 2026 and 2025 percentages presented. |
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| | Same-Hospital | | | | Same-Hospital | | | |
| | Three Months Ended September 30, | | Increase (Decrease) | | Nine Months Ended September 30, | | Increase (Decrease) |
| Revenues | | 2026 | | 2025 | | | 2026 | | 2025 | |
| Total segment net operating revenues | | $ | 4,236 | | | $ | 3,989 | | | 6.2 | % | | $ | 12,482 | | | $ | 11,986 | | | 4.1 | % | |
| Selected revenue data – hospitals and related outpatient facilities: | | | | | | | | | | | | | |
| Net patient service revenues | | $ | 3,571 | | | $ | 3,453 | | | 3.4 | % | | $ | 10,678 | | | $ | 10,385 | | | 2.8 | % | |
| Net patient service revenue per adjusted admission | | $ | 16,071 | | | $ | 16,036 | | | 0.2 | % | | $ | 16,342 | | | $ | 16,230 | | | 0.7 | % | |
| Net patient service revenue per adjusted patient day | | $ | 3,485 | | | $ | 3,469 | | | 0.5 | % | | $ | 3,494 | | | $ | 3,443 | | | 1.5 | % | |
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| | Same-Hospital | | | | Same-Hospital | | | |
| | Three Months Ended September 30, | | Increase (Decrease) | | Nine Months Ended September 30, | | Increase (Decrease) |
| Selected Operating Expenses | | 2026 | | 2025 | | | 2026 | | 2025 | |
| Salaries, wages and benefits | | $ | 1,838 | | | $ | 1,882 | | | (2.3) | % | | $ | 5,559 | | | $ | 5,552 | | | 0.1 | % | |
| Supplies | | 613 | | | 593 | | | 3.4 | % | | 1,828 | | | 1,782 | | | 2.6 | % | |
| Other operating expenses, net | | 970 | | | 903 | | | 7.4 | % | | 2,844 | | | 2,701 | | | 5.3 | % | |
| | $ | 3,421 | | | $ | 3,378 | | | 1.3 | % | | $ | 10,231 | | | $ | 10,035 | | | 2.0 | % | |
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| | Same-Hospital | | | | Same-Hospital | | |
| Selected Operating Expenses as a Percentage of Net Operating Revenues | | Three Months Ended September 30, | | Increase (Decrease)(1) | | Nine Months Ended September 30, | | Increase (Decrease)(1) |
| 2026 | | 2025 | | | 2026 | | 2025 | |
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| Salaries, wages and benefits | | 43.4 | % | | 47.2 | % | | (3.8) | % | | 44.5 | % | | 46.3 | % | | (1.8) | % |
| Supplies | | 14.5 | % | | 14.9 | % | | (0.4) | % | | 14.6 | % | | 14.9 | % | | (0.3) | % |
| Other operating expenses, net | | 22.9 | % | | 22.6 | % | | 0.3 | % | | 22.8 | % | | 22.5 | % | | 0.3 | % |
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| (1) | The change is the difference between the 2026 and 2025 percentages presented. |
Revenues
Same‑hospital net operating revenues increased by $247 million, or 6.2%, and by $496 million, or 4.1%, during the three and nine months ended September 30, 2026, respectively, driven by higher patient volumes as well as continued pricing strength, partially offset by a less favorable payer mix. Additionally, during the three months ended September 30, 2026, we recognized cumulative catch-up adjustments associated with the CHI Agreements that increased net operating revenues by $97 million.
Salaries, Wages and Benefits
Same‑hospital salaries, wages and benefits expense decreased by $44 million, or 2.3%, in the three months ended September 30, 2026, primarily due to higher employee benefits cost during the 2025 period. Same‑hospital salaries, wages and benefits expense as a percentage of net operating revenues decreased by 380 basis points to 43.4% in the three months ended September 30, 2026.
Same‑hospital salaries, wages and benefits expense increased by $7 million, or 0.1%, in the nine months ended September 30, 2026. This increase was primarily attributable to annual merit increases for certain employees and higher incentive compensation expense, partially offset by higher employee benefits cost in the 2025 period. Same‑hospital salaries, wages and benefits expense as a percentage of net operating revenues decreased by 180 basis points to 44.5% in the nine months ended September 30, 2026.
Supplies
Same‑hospital supplies expense increased by $20 million, or 3.4%, and by $46 million, or 2.6%, during the three and nine months ended September 30, 2026, respectively. These increases were driven by higher patient volumes during the 2026 period, partially offset by our cost‑efficiency measures. Same‑hospital supplies expense as a percentage of net operating revenues decreased by 40 basis points and 30 basis points during the three and nine months ended September 30, 2026, respectively.
Other Operating Expenses, Net
Same‑hospital other operating expenses increased by $67 million, or 7.4%, and by $143 million, or 5.3%, during the three and nine months ended September 30, 2026, respectively. The increase in each period was primarily attributable to higher medical fees and malpractice expense during the 2026 periods. Same‑hospital other operating expenses as percentages of net operating revenues during the three and nine months ended September 30, 2026 were generally consistent with the corresponding periods in 2025.
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) |
| | 2026 | | 2025 | | | 2026 | | 2025 | |
| Net operating revenues | | $ | 1,371 | | | $ | 1,275 | | | 7.5 | % | | $ | 4,079 | | | $ | 3,739 | | | 9.1 | % |
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| Equity in earnings of unconsolidated affiliates | | $ | 64 | | | $ | 63 | | | 1.6 | % | | $ | 179 | | | $ | 176 | | | 1.7 | % |
| Salaries, wages and benefits | | $ | 325 | | | $ | 316 | | | 2.8 | % | | $ | 993 | | | $ | 925 | | | 7.4 | % |
| Supplies | | $ | 367 | | | $ | 337 | | | 8.9 | % | | $ | 1,093 | | | $ | 987 | | | 10.7 | % |
| Other operating expenses, net | | $ | 206 | | | $ | 193 | | | 6.7 | % | | $ | 609 | | | $ | 557 | | | 9.3 | % |
Revenues
Our Ambulatory Care segment’s net operating revenues increased by $96 million, or 7.5%, during the three months ended September 30, 2026. The change was driven by (1) a $57 million increase from our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities, and (2) a $39 million increase in same‑facility net operating revenues, which was primarily attributable to incremental revenue from negotiated commercial rate increases and the addition of new service lines.
During the nine months ended September 30, 2026, net operating revenues in our Ambulatory Care segment increased by $340 million, or 9.1%. This increase was driven by (1) a $205 million increase from our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities, and (2) an increase of $135 million in same‑facility net operating revenues attributable to the same factors described above.
Salaries, Wages and Benefits
Salaries, wages and benefits expense increased by $9 million, or 2.8%, during the three months ended September 30, 2026. This change was driven by (1) a $5 million increase from our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities, and (2) a $4 million increase in same‑facility salaries, wages and benefits expense. As a percentage of net operating revenues, salaries, wages and benefits expense decreased to 23.7% for the three months ended September 30, 2026 from 24.8% for the same period in 2025.
Salaries, wages and benefits expense increased by $68 million, or 7.4%, during the nine months ended September 30, 2026. This change was driven by (1) a $34 million increase from our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities, and (2) an increase of $34 million in same‑facility salaries, wages and benefits expense. Salaries, wages and benefits expense as a percentage of net operating revenues decreased 40 basis points to 24.3% during the nine months ended September 30, 2026.
Supplies
Supplies expense increased by $30 million, or 8.9%, during the three months ended September 30, 2026. The change was driven by (1) an $8 million increase related to our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities, and (2) a $22 million increase in same‑facility supplies expense, due primarily to the addition of new service lines. Supplies expense as a percentage of net operating revenues increased to 26.8% for the three months ended September 30, 2026 from 26.4% for the same period in 2025.
Supplies expense increased by $106 million, or 10.7%, during the nine months ended September 30, 2026. The change was driven by (1) a $50 million increase related to our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities, and (2) a $56 million increase in
same‑facility supplies expense, due primarily to the addition of new service lines. Supplies expense as a percentage of net operating revenues increased to 26.8% for the nine months ended September 30, 2026 from 26.4% for the same period in 2025.
Other Operating Expenses, Net
Other operating expenses increased by $13 million, or 6.7%, during the three months ended September 30, 2026. The change was driven by (1) a $7 million increase in same‑facility other operating expenses and (2) a $6 million increase from our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities. Other operating expenses as a percentage of net operating revenues in the three months ended September 30, 2026 was generally consistent with the same period in 2025 at 15.0%.
Other operating expenses increased by $52 million, or 9.3%, during the nine months ended September 30, 2026. The change was driven by (1) a $31 million increase from our 2025 and 2026 acquisitions, de novo development and purchases of controlling interests, partially offset by the impact of the closure and sale of certain facilities, and (2) a $21 million increase in same‑facility other operating expenses. Other operating expenses as a percentage of net operating revenues in the nine months ended September 30, 2026 was generally consistent with the same period in 2025 at 14.9%.
Facility Growth
The following table presents the year-over-year changes in our revenue and cases on a same‑facility systemwide basis:
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| | Three Months Ended September 30, 2026 | | Nine Months Ended September 30, 2026 |
| Net revenues | | 4.5 | % | | 5.1 | % |
| Cases | | (1.5) | % | | (0.8) | % |
| Net revenue per case | | 6.1 | % | | 6.0 | % |
Facility Acquisitions and Investment
The table below presents the aggregate cash investments and related cash adjustments associated with our acquisition of, and investment in, ownership interests in ambulatory care facilities:
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| | Nine Months Ended September 30, | | |
| | 2026 | | 2025 | |
| Purchases of controlling interests | | $ | 198 | | | $ | 257 | | | |
| Acquisition-related cash adjustments | | 3 | | | 9 | | | |
| Purchases of noncontrolling interests | | 13 | | | 7 | | | |
| Equity investment in facilities that did not result in a change of control: | | | | | | |
| Unconsolidated facilities | | — | | | 4 | | | |
| Consolidated facilities | | 39 | | | 20 | | | |
| | $ | 253 | | | $ | 297 | | | |
During the nine months ended September 30, 2026, our Ambulatory Care segment paid an aggregate of $211 million to acquire controlling ownership interests in 13 ASCs and noncontrolling ownership interests in an additional two ASCs. In the same period, this segment also commenced operations at four de novo ASCs and ceased operations at 17 ASCs and one surgical hospital.
Consolidated
Gains and Losses on Sales, Consolidation and Deconsolidation of Facilities
We recorded gains from the sale, consolidation and deconsolidation of facilities totaling $43 million during the nine months ended September 30, 2026. The activity during this period, substantially all of which occurred in our Ambulatory Care segment, primarily included gains totaling $23 million from the consolidation of four ASCs and gains of $16 million related to the closure or sale of ASCs.
We recorded net gains from the sale, consolidation and deconsolidation of facilities totaling $4 million during the nine months ended September 30, 2025. The activity during this period primarily included a gain of $10 million related to post‑closing adjustments from our Hospital Operations segment’s 2024 divestiture of five hospitals and certain related operations located in Alabama, gains of $4 million from the sale of facilities by our Ambulatory Care segment and gains of $2 million related to other activity, partially offset by losses of $12 million related to the consolidation of certain facilities by our Ambulatory Care segment.
Net Income Available to Noncontrolling Interests
The table below presents net income available to noncontrolling interests by segment for the periods indicated:
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| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Hospital Operations | | $ | 9 | | | $ | 37 | | | $ | 27 | | | $ | 115 | |
| Ambulatory Care | | 210 | | | 200 | | | 615 | | | 572 | |
| Total net income available to noncontrolling interests | | $ | 219 | | | $ | 237 | | | $ | 642 | | | $ | 687 | |
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 and other long-term debt obligations disclosed in Notes 1 and 5, respectively, to our accompanying Condensed Consolidated Financial Statements.
Long-Term Debt
Interest payments, net of capitalized interest, were $464 million and $499 million in the nine months ended September 30, 2026 and 2025, respectively.
Other Cash Requirements
Capital expenditures were $546 million and $646 million in the nine months ended September 30, 2026 and 2025, respectively. We anticipate that our capital expenditures for the year ending December 31, 2026 will total approximately $700 million to $800 million, including $111 million that was accrued as a liability at December 31, 2025.
We made income tax payments, net of tax refunds, of $493 million during the nine months ended September 30, 2026 and $329 million during the same period in 2025. The current portion of our income tax payable was $22 million at September 30, 2026, with no corresponding current liability outstanding at December 31, 2025.
SOURCES AND USES OF CASH
Our liquidity for the nine months ended September 30, 2026 was primarily derived from net cash provided by operating activities, cash on hand and the issuance of long-term debt. 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 senior secured revolving credit facility (the “Credit Agreement”) provides additional liquidity to manage fluctuations in operating cash caused by these factors.
Net cash provided by operating activities was $3.507 billion in the nine months ended September 30, 2026 compared to $2.809 billion in the nine months ended September 30, 2025. Key factors contributing to the change between the 2026 and 2025 periods included the following:
•Contract termination payments received of $540 million in the 2026 period;
•Interest payments that were $35 million lower in the 2026 period;
•A $164 million increase in income tax payments during the 2026 period; and
•The timing of working capital items.
Net cash used in investing activities decreased by $68 million, or 8%, during the nine months ended September 30, 2026 compared to the same period in 2025. This decrease was primarily attributable to (1) lower capital expenditures, largely related to the completion of our Florida Coast Medical Center in September 2025, and (2) lower spending on acquisitions of controlling interests in businesses and joint ventures due to the timing of transactions, partially offset by (3) an increase in expenditures for marketable securities and long-term investments, reflecting the investment of funds held for insurance-related obligations and increased equity investments to support the continued growth of our Ambulatory Care segment.
Net cash used in financing activities increased by $931 million, or 47%, during the nine months ended September 30, 2026 compared to the same period in 2025. This increase was primarily due to Conifer’s redemption of CHI’s minority interest effective January 1, 2026 and an increase in cash used to purchase our common stock during the 2026 period. Financing activities in 2026 also included the issuance of our 2034 Senior Notes, the net proceeds from which, together with cash on hand, were used to finance the redemption of all of our 2027 Senior Secured First Lien Notes and the partial redemption of our 2028 Senior Notes. These transactions reduced our secured debt and refinanced a portion of our near-term maturities with notes due in 2034. For additional information, see Note 5 to the accompanying Condensed Consolidated Financial Statements.
We repurchase shares of our common stock from time to time under our share repurchase program, at management’s discretion subject to market conditions and other factors. The program has no expiration date, does not require any minimum amount of repurchases and may be suspended or discontinued at any time. At September 30, 2026, there was $1.875 billion available under the program for future repurchases.
DEBT INSTRUMENTS, GUARANTEES AND RELATED COVENANTS
At September 30, 2026, we had outstanding senior unsecured notes and senior secured first lien 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 June 2028 through September 2034. We believe that the fixed-rate structure of these notes helps to reduce the near-term impact of increases in interest rates, and their staggered maturities allow us to retire or refinance our debt over time.
Our Credit Agreement is an additional source of liquidity to manage fluctuations in operating cash. At September 30, 2026, we had no cash borrowings outstanding under the Credit Agreement. Based on our eligible accounts receivable, eligible inventory and Medicaid supplemental payments, $1.900 billion was available for borrowing under the Credit Agreement at September 30, 2026.
In addition, we have a letter of credit facility that provides for the issuance of standby and documentary letters of credit in an aggregate principal amount of up to $200 million. At September 30, 2026, we had $105 million of standby letters of credit outstanding under this facility.
Our Credit Agreement, letter of credit facility, and senior unsecured and senior secured first lien notes contain certain covenants and conditions. We were in compliance with all such applicable covenants and conditions at September 30, 2026. 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
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. From time to time, we expect to engage in additional capital markets, bank credit and other financing activities depending on our needs and the financing alternatives available at that time.
Long-term liquidity for debt service and other purposes will be 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. Our cash requirements could be materially affected by the use of cash for 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. Changes in federal and state statutes, regulations and executive orders, particularly those impacting government healthcare funding, could adversely affect our liquidity. In addition, our 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 herein and the Risk Factors section in Part I of our Annual Report.
CRITICAL ACCOUNTING ESTIMATES
In preparing our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America, we must use estimates and assumptions that affect the amounts reported in our
Condensed Consolidated Financial Statements and accompanying notes. A discussion of our critical accounting estimates is provided in the Critical Accounting Estimates section in Part II of 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, 2026. 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.
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| | Maturity Date, Years Ending December 31, | | | | | | |
| | 2026 | | 2027 | | 2028 | | 2029 | | 2030 | | Thereafter | | Total | | Fair Value |
| | (Dollars in Millions) |
| Fixed-rate long-term debt | | $ | 27 | | | $ | 157 | | | $ | 1,931 | | | $ | 1,464 | | | $ | 3,493 | | | $ | 6,269 | | | $ | 13,341 | | | $ | 12,886 | |
| Average effective interest rates | | 7.3 | % | | 7.8 | % | | 5.7 | % | | 4.4 | % | | 5.4 | % | | 6.3 | % | | 5.8 | % | | |
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, 2026 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, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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, 2025.
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, 2026:
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| Period | | Total Number of Shares Purchased | | Average 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) |
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| July 1 through July 31, 2026 | | — | | $ | — | | | — | | $ | 2,130 | |
| August 1 through August 31, 2026 | | 511 | | $ | 260.16 | | | 511 | | $ | 1,997 | |
| September 1 through September 30, 2026 | | 459 | | $ | 265.71 | | | 459 | | $ | 1,875 | |
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| (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, and, in June 2026, the board authorized an additional $2.000 billion for share repurchases under 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
(c) Trading Plans
During the three months ended September 30, 2026, 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.
ITEM 6. EXHIBITS
Unless otherwise indicated, the following exhibits are filed (or, in the case of Exhibit 32, furnished) with this report:
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| (4) | | Instruments Defining the Rights of Security Holders, Including Indentures |
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| | (a) | Forty-Third Supplemental Indenture, dated as of September 22, 2026, between the Company and The Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed September 22, 2026) |
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| (31) | | Rule 13a-14(a)/15d-14(a) Certifications |
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| | (a) | Certification of Saumya Sutaria, M.D., Chief Executive Officer |
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| | (b) | Certification of Sun Park, Executive Vice President and Chief Financial Officer |
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| (32) | | Section 1350 Certifications of Saumya Sutaria, M.D., Chief Executive Officer, and Sun Park, Executive Vice President and Chief Financial Officer |
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| (101 SCH) | | Inline XBRL Taxonomy Extension Schema Document |
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| (101 CAL) | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| (101 DEF) | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| (101 LAB) | | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| (101 PRE) | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| (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 |
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| (104) | | Cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 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.
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| | TENET HEALTHCARE CORPORATION (Registrant) |
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| Date: October 29, 2026 | By: | /s/ J. MICHAEL GROOMS |
| | J. Michael Grooms |
| | Senior Vice President, Controller |
| | (Principal Accounting Officer) |