8-K
TENET HEALTHCARE CORP (THC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________
Date of Report: October 28, 2025
(Date of earliest event reported)
_______________
TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 1-7293 | 95-2557091 |
|---|---|---|
| (State of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification Number) |
14201 Dallas Parkway
Dallas, TX 75254
(Address of principal executive offices, including zip code)
(469) 893-2200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange <br>on which registered |
|---|---|---|
| Common stock, $0.05 par value | THC | NYSE |
| 6.875% Senior Notes due 2031 | THC31 | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
The information contained herein is being furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On October 28, 2025, Tenet Healthcare Corporation (the “Company”) issued a press release reporting the financial results of the Company for the quarter ended September 30, 2025. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued on October 28, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| TENET HEALTHCARE CORPORATION | ||
|---|---|---|
| Date: October 28, 2025 | By: | /s/ R. SCOTT RAMSEY |
| R. Scott Ramsey | ||
| Senior Vice President, Controller |
Document
Exhibit 99.1
Tenet Reports Strong Third Quarter 2025 Results;
Raises 2025 Financial Outlook
•Net income available to common shareholders in third quarter 2025 was $342 million, or $3.86 per diluted share
•Adjusted diluted earnings per share1 increased 26.3% to $3.70 in third quarter 2025 compared to $2.93 in third quarter 2024
•Consolidated Adjusted EBITDA1 in third quarter 2025 increased 12.4% to $1.099 billion compared to third quarter 2024; Third quarter 2025 Adjusted EBITDA margin was 20.8%
•Third quarter 2025 Ambulatory Care Adjusted EBITDA of $492 million increased 12.1% over third quarter 2024
•FY 2025 Adjusted EBITDA Outlook is now expected to be in the range of $4.47 billion to $4.57 billion, a $50 million increase at the midpoint
DALLAS — October 28, 2025 — Tenet Healthcare Corporation (Tenet) (NYSE: THC) today announced its results for the quarter ended September 30, 2025.
"Our high acuity service line focus and operational discipline enabled us to deliver strong same store revenue growth and attractive operational performance and free cash flow in the third quarter," said Saum Sutaria, M.D., Chairman and Chief Executive Officer of Tenet. "We are well positioned for continued growth as we execute on our strategy in each of our markets."
Page 1
Tenet’s results for third quarter 2025 versus third quarter 2024 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in millions, except per share results) | 2025 | 2024 | 2025 | 2024 |
| Net operating revenues | $5,289 | $5,126 | $15,783 | $15,602 |
| Net income available to Tenet common shareholders | $342 | $472 | $1,036 | $2,882 |
| Net income available to Tenet common shareholders per diluted share | $3.86 | $4.89 | $11.28 | $29.27 |
| Adjusted EBITDA1 | $1,099 | $978 | $3,383 | $2,947 |
| Adjusted diluted earnings per share1 | $3.70 | $2.93 | $12.10 | $8.47 |
•Net income available to the Company’s common shareholders in third quarter 2025 was $342 million, or $3.86 per diluted share, versus $472 million, or $4.89 per diluted share, in third quarter 2024. Third quarter 2024 results included a pre-tax gain of $348 million ($209 million after-tax or $2.16 per diluted share) primarily associated with the sale of the Company's 70% majority ownership interest in Brookwood Baptist Health in Alabama.
•Adjusted EBITDA1 in third quarter 2025 was $1.099 billion compared to $978 million in third quarter 2024, reflecting strong growth in same facility revenue, higher acuity, favorable payer mix, and disciplined expense management.
•In the third quarter of 2025, the Hospital segment recognized a $38 million favorable pre-tax impact associated with additional Medicaid supplemental revenues related to prior years.
Page 2
Balance Sheet and Cash Flows
•Cash flows provided by operating activities for the nine months ended September 30, 2025 were $2.809 billion versus $2.378 billion for the nine months ended September 30, 2024.
•The Company produced free cash flow1 of $2.163 billion for the nine months ended September 30, 2025 versus $1.777 billion for the nine months ended September 30, 2024.
•In the three months ended September 30, 2025, the Company repurchased 0.6 million shares of common stock for $93 million. In the nine months ended September 30, 2025, the Company repurchased 7.8 million shares of common stock for $1.188 billion.
•The Company’s ratio of net debt to Adjusted EBITDA1 was 2.30x at September 30, 2025 compared to 2.45x at June 30, 2025 and 2.54x at December 31, 2024.
Page 3
Ambulatory Care (Ambulatory) Segment
Tenet’s Ambulatory business segment is comprised of the operations of United Surgical Partners International (USPI). As of September 30, 2025, USPI had interests in 530 ambulatory surgery centers (398 consolidated) and 26 surgical hospitals (eight consolidated) in 37 states.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Ambulatory segment results ($ in millions) | 2025 | 2024 | 2025 | 2024 |
| Revenues | ||||
| Net operating revenues | 1,275 | 1,139 | 3,739 | 3,275 |
| Same-facility system-wide net patient service revenues2 | 2,109 | 1,947 | 6,109 | 5,682 |
| Changes versus the Prior-Year Period | ||||
| Same-facility system-wide net patient service revenues | 8.3 | 8.7 | 7.5 | 7.5 |
| Same-facility system-wide net patient service revenue per case | 6.1 | 7.6 | 7.7 | 7.0 |
| Same-facility system-wide surgical cases2 | 2.1 | 1.0 | (0.2) | 0.4 |
| Same-facility system-wide surgical cases on same-business day basis2 | 2.1 | (0.6) | 0.4 | (0.1) |
| Adjusted EBITDA, Margins and NCI | ||||
| Adjusted EBITDA | 492 | 439 | 1,446 | 1,280 |
| Adjusted EBITDA margin | 38.6% | 38.5% | 38.7% | 39.1% |
| Adjusted EBITDA less NCI | 292 | 265 | 874 | 779 |
All values are in US Dollars.
•Third quarter 2025 net operating revenues increased 11.9% compared to third quarter 2024 driven by strong growth in same-facility net patient services revenues, acquisitions of facilities, and increased service lines.
•Surgical business same-facility system-wide net patient service revenues increased 8.3% in third quarter 2025 compared to third quarter 2024, with cases up 2.1% and net revenue per case up 6.1%. Net revenue per case growth was driven by favorable case mix, increases in higher acuity volumes over the prior year, as well as favorable payer mix.
•Third quarter 2025 Adjusted EBITDA increased 12.1% compared to third quarter 2024, due to strong growth in same-facility net patient service revenues, disciplined expense management, and contributions from acquisitions.
Page 4
Hospital Operations and Services (Hospital) Segment
Tenet’s Hospital business segment is primarily comprised of acute care and specialty hospitals, imaging centers, ancillary outpatient facilities, micro-hospitals and physician practices. It also provides comprehensive end-to-end and focused point services, including hospital and physician revenue cycle management, patient communications and engagement support and value-based care solutions.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Hospital segment results ($ in millions) | 2025 | 2024 | 2025 | 2024 |
| Revenues | ||||
| Net operating revenues | $4,014 | $3,987 | $12,044 | $12,327 |
| Same-hospital net patient service revenues3 | $3,422 | $3,184 | $10,296 | $9,688 |
| Same-Hospital Volume Changes versus the Prior-Year Period | ||||
| Admissions | 1.5% | 5.2% | 2.5% | 4.9% |
| Adjusted admissions4 | 1.4% | 2.7% | 1.6% | 2.3% |
| Outpatient visits (including outpatient ER visits) | (1.5)% | 0.5% | (1.4)% | 0.1% |
| Emergency Room visits (inpatient and outpatient) | (2.0)% | (0.2)% | (1.8)% | 1.8% |
| Hospital surgeries | 0.7% | 0.6% | (0.8)% | —% |
| Adjusted EBITDA | ||||
| Adjusted EBITDA | $607 | $539 | $1,937 | $1,667 |
| Adjusted EBITDA margin | 15.1% | 13.5% | 16.1% | 13.5% |
•Third quarter 2025 net operating revenues increased 0.7% from third quarter 2024 primarily due to growth in same hospital adjusted admissions, favorable payer mix and higher acuity, partially offset by the impact of hospital divestitures in 2024.
•Same-hospital net patient service revenue per adjusted admission increased 5.9% year-over-year for third quarter 2025 primarily due to favorable payer mix, increased Medicaid supplemental revenues, and our focus on growing higher acuity services.
•Adjusted EBITDA in third quarter 2025 was $607 million compared to $539 million in third quarter 2024, reflecting strong same-hospital revenue growth, favorable payer mix, and disciplined expense management.
•In the third quarter of 2025, the Hospital segment recognized a $38 million favorable pre-tax impact associated with additional Medicaid supplemental revenues related to prior years.
Page 5
2025 Outlook1
Tenet’s Outlook for full year 2025 (consolidated and by segment) follows.
| CONSOLIDATED ($ in millions, except per share amounts) | FY 2025 Outlook |
|---|---|
| Net operating revenues | $21,150 to $21,350 |
| Net income available to Tenet common stockholders | $1,334 to $1,399 |
| Adjusted EBITDA | $4,470 to $4,570 |
| Adjusted EBITDA margin | 21.1% to 21.4% |
| Diluted income per common share | $14.66 to $15.37 |
| Adjusted net income | $1,450 to $1,480 |
| Adjusted diluted earnings per share | $15.93 to $16.26 |
| Equity in earnings of unconsolidated affiliates | $255 to $265 |
| Depreciation and amortization | $820 to $850 |
| Interest expense | $815 to $825 |
| Income tax expense5 | $510 to $535 |
| Net income available to NCI | $940 to $990 |
| Weighted average diluted common shares | ~91 million |
| Net cash provided by operating activities | $3,150 to $3,500 |
| Adjusted net cash provided by operating activities | $3,300 to $3,600 |
| Capital expenditures | $875 to $975 |
| Free cash flow | $2,275 to $2,525 |
| Adjusted free cash flow | $2,425 to $2,625 |
| NCI cash distributions | $780 to $830 |
Page 6
| Ambulatory Segment ($ in millions) | FY 2025 Outlook |
|---|---|
| Net operating revenues | $5,100 to $5,150 |
| Adjusted EBITDA | $2,000 to $2,040 |
| NCI | $790 to $820 |
| Adjusted EBITDA less NCI | $1,210 to $1,220 |
| Changes versus prior year6: | |
| Same-facility system-wide revenue | Up 5.5% to 7.5% |
| Hospital Segment ($ in millions) | FY 2025 Outlook |
| --- | --- |
| Net operating revenues | $16,050 to $16,200 |
| Adjusted EBITDA | $2,470 to $2,530 |
| NCI | $150 to $170 |
| Changes versus prior year6: | |
| Inpatient admissions | Up 2.0% to 3.0% |
| Adjusted admissions | Up 1.5% to 2.5% |
Management’s Webcast Discussion of Results
Tenet management will discuss the Company’s third quarter 2025 results in a webcast scheduled for 10:30 a.m. Eastern Time (9:30 a.m. Central Time) on October 28, 2025. Investors can access the webcast through the Company’s website at www.tenethealth.com/investors.
The slide presentation associated with the webcast referenced above, a copy of this earnings press release, and a related supplemental financial disclosures document will be available on the Company’s Investor Relations website on October 28, 2025.
Page 7
Cautionary Statement
This release contains “forward-looking statements” - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address the Company’s expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “assume,” “believe,” “budget,” “estimate,” “forecast,” “intend,” “plan,” “predict,” “project,” “seek,” “see,” “target,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could cause the Company’s actual results to be materially different than those expressed in the Company’s forward-looking statements include, but are not limited to the factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2024 and other filings with the Securities and Exchange Commission.
Footnotes
1.Tables and discussions throughout this earnings release include certain financial measures, including those related to our full year 2025 Outlook, that are not in accordance with accounting principles generally accepted in the United States of America (GAAP). Reconciliations of GAAP measures to the Adjusted (non-GAAP) measures used are detailed in Tables #1-6 included at the end of this earnings release. Management’s reasoning for the use of these non-GAAP measures and descriptions of the various non-GAAP measures are included in the Non-GAAP Financial Measures section of this earnings release.
2.Same-facility system-wide revenues and statistical information include the results of the facilities in which the Ambulatory segment has an investment that are not consolidated by Tenet. To help analyze the segment’s results of operations, management uses system-wide measures, which include revenues and cases of both consolidated and unconsolidated facilities.
3.For 2025, same-hospital revenues and statistical data include those for hospitals and hospital-affiliated outpatient centers operated by the Company’s Hospital segment continuously from January 1, 2024 through September 30, 2025. Amounts associated with physician practices are excluded.
4.Adjusted admissions represent actual patient admissions adjusted to include outpatient services provided by facilities in our Hospital segment by multiplying actual patient admissions by the sum of gross inpatient revenues and outpatient revenues, then dividing that result by gross inpatient revenues.
5.Income tax expense is calculated by multiplying 24% (the federal corporate tax rate of 21% plus an estimate of state taxes) by the sum of: pretax income less GAAP facility level NCI expense plus permanent differences, and non-deductible interest expense.
6.Change versus prior year is presented on a same-facility system-wide basis for USPI Ambulatory surgical cases and on a same-hospital basis for hospital statistics.
Page 8
About Tenet Healthcare
Tenet Healthcare Corporation (NYSE: THC) is a diversified healthcare services company headquartered in Dallas. Our care delivery network includes United Surgical Partners International, the largest ambulatory platform in the country, which operates ambulatory surgery centers and surgical hospitals. We also operate a national portfolio of acute care and specialty hospitals, other outpatient facilities, a network of leading employed physicians and a global business center in Manila, Philippines. Our Conifer Health Solutions subsidiary provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients. Across the Tenet enterprise, we are united by our mission to deliver quality, compassionate care in the communities we serve. For more information, please visit www.tenethealth.com.
Contact Information
| Investor Contact | Media Contact |
|---|---|
| Will McDowell | Robert Dyer |
| 469-893-2387 | 469-893-2640 |
| william.mcdowell@tenethealth.com | mediarelations@tenethealth.com |
Page 9
Non-GAAP Financial Measures
The Company believes the non-GAAP measures described below are useful to investors and analysts because they present additional information on the Company’s financial performance. Investors, analysts, Company management and the Company’s Board of Directors utilize these non-GAAP measures, in addition to GAAP measures, to track the Company’s financial and operating performance and compare the Company’s performance to its peer companies, which use similar non-GAAP financial measures in their presentations and earnings releases. The Human Resources Committee of the Company’s Board of Directors also uses certain of these measures to evaluate management’s performance for the purpose of determining incentive compensation. Additional information regarding the purpose and utility of specific non-GAAP measures used in this release is set forth below.
•Adjusted EBITDA is defined by the Company as net income available (loss attributable) to Tenet common shareholders before (1) the cumulative effect of changes in accounting principles, (2) net loss attributable (income available) to noncontrolling interests, (3) income (loss) from discontinued operations, net of tax, (4) income tax benefit (expense), (5) gain (loss) from early extinguishment of debt, (6) other non-operating income (expense), net, (7) interest expense, (8) litigation and investigation benefit (costs), net of insurance recoveries, (9) net gains (losses) on sales, consolidation and deconsolidation of facilities, (10) impairment and restructuring charges and acquisition-related costs, (11) depreciation and amortization and (12) income (loss) from divested and closed businesses (i.e., health plan businesses). Litigation and investigation benefit (costs) excluded do not include ordinary course of business malpractice and other litigation and related expenses.
•Adjusted diluted earnings (loss) per share is defined by the Company as Adjusted net income available (loss attributable) to Tenet common shareholders, divided by the weighted average diluted shares outstanding in the reporting period.
•Adjusted net income available (loss attributable) to Tenet common shareholders is defined by the Company as net income available (loss attributable) to Tenet common shareholders before (1) income (loss) from discontinued operations, net of tax, (2) gain (loss) from early extinguishment of debt, (3) litigation and investigation benefit (costs), net of insurance recoveries, (4) net gains (losses) on sales, consolidation and deconsolidation of facilities, (5) impairment and restructuring charges and acquisition-related costs, (6) income (loss) from divested and closed businesses (i.e., health plan businesses) and (7) the associated impact of these items on taxes and noncontrolling interests. Litigation and investigation benefit (costs) excluded do not include ordinary course of business malpractice and other litigation and related expenses.
•Free Cash Flow is defined by the Company as (1) net cash provided by (used in) operating activities, less (2) purchases of property and equipment.
•Adjusted Free Cash Flow is defined by the Company as (1) Adjusted net cash provided by (used in) operating activities, less (2) purchases of property and equipment.
•Adjusted net cash provided by (used in) operating activities is defined by the Company as cash provided by (used in) operating activities prior to (1) payments for restructuring charges, acquisition-related costs and litigation costs and settlements, and (2) net cash provided by (used in) operating activities from discontinued operations.
The Company believes that Adjusted EBITDA is a useful measure, in part, because certain investors and analysts use both historical and projected Adjusted EBITDA, in addition to other GAAP and non-GAAP measures, as factors in determining the estimated fair value of shares of the Company’s common stock. Company management also regularly reviews the Adjusted EBITDA performance for each operating segment. The Company does not use Adjusted EBITDA to measure liquidity, but instead to measure operating performance.
The Company uses, and believes investors use, Free Cash Flow and Adjusted Free Cash Flow as supplemental non-GAAP measures to analyze cash flows generated from the Company’s operations. The Company believes these measures are useful to investors in evaluating its ability to fund distributions paid to noncontrolling interests or for acquisitions, purchasing equity interests in joint ventures or repaying debt.
These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Because these measures exclude many items that are included in the Company’s financial statements, they do not provide a complete measure of the Company’s operating performance. For example, the Company’s definitions of Free Cash Flow and Adjusted Free Cash Flow do not include other important uses of cash including (1) cash used to purchase businesses or joint venture interests, or (2) any items that are classified as Cash Flows from Financing Activities on the Company’s Consolidated Statement of Cash Flows, including items such as (i) cash used to repay borrowings, or (ii) distributions paid to noncontrolling interests. Accordingly, investors are encouraged to use GAAP measures when evaluating the Company’s financial performance.
See corresponding reconciliations of the non-GAAP financial measures referred to above to the most comparable GAAP financial measures in Tables #1 - 6 below.
Page 10
Tenet Healthcare Corporation
Financial Statements and Reconciliations
Third Quarter Earnings Release
Table of Contents
| Description | Page |
|---|---|
| Consolidated Statements of Operations | 12 |
| Consolidated Balance Sheets | 14 |
| Consolidated Statements of Cash Flows | 15 |
| Segment Reporting | 16 |
| Table #1–Reconciliations of NetIncometoAdjusted Net Income | 17 |
| Table #2–Reconciliations of Net Income toAdjusted EBITDA | 18 |
| Table #3–Reconciliations of Net CashProvided byOperating Activities to Free Cash Flow and Adjusted Free Cash Flow | 19 |
| Table #4–Reconciliations of Outlook Net Income to Outlook Adjusted Net Income | 20 |
| Table #5– Reconciliations of Outlook Net Income to Outlook Adjusted EBITDA | 21 |
| Table #6–Reconciliations of Outlook Net Cash Provided byOperating Activities to Outlook Free Cash Flow and Outlook Adjusted Free Cash Flow | 22 |
Page 11
TENET HEALTHCARE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| (Dollars in millions, except per share amounts) | Three Months Ended September 30, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | % | 2024 | % | Change | |||||||||||
| Net operating revenues | $ | 5,289 | 100.0 | % | $ | 5,126 | 100.0 | % | 3.2 | % | |||||
| Equity in earnings of unconsolidated affiliates | 64 | 1.2 | % | 62 | 1.2 | % | 3.2 | % | |||||||
| Operating expenses: | |||||||||||||||
| Salaries, wages and benefits | 2,204 | 41.7 | % | 2,218 | 43.3 | % | (0.6) | % | |||||||
| Supplies | 931 | 17.6 | % | 881 | 17.2 | % | 5.7 | % | |||||||
| Other operating expenses, net | 1,119 | 21.2 | % | 1,111 | 21.6 | % | 0.7 | % | |||||||
| Depreciation and amortization | 218 | 4.1 | % | 209 | 4.1 | % | |||||||||
| Impairment and restructuring charges, and acquisition-related costs | 23 | 0.4 | % | 19 | 0.4 | % | |||||||||
| Litigation and investigation (benefit) costs | (11) | (0.2) | % | 9 | 0.2 | % | |||||||||
| Net gains on sales, consolidation and deconsolidation of facilities | (20) | (0.4) | % | (348) | (6.8) | % | |||||||||
| Operating income | 889 | 16.8 | % | 1,089 | 21.2 | % | |||||||||
| Interest expense | (206) | (202) | |||||||||||||
| Other non-operating income, net | 29 | 35 | |||||||||||||
| Income before income taxes | 712 | 922 | |||||||||||||
| Income tax expense | (133) | (241) | |||||||||||||
| Net income | 579 | 681 | |||||||||||||
| Less: Net income available to noncontrolling interests | 237 | 209 | |||||||||||||
| Net income available to Tenet Healthcare Corporation common shareholders | $ | 342 | $ | 472 | |||||||||||
| Earnings per share available to Tenet Healthcare Corporation common shareholders: | |||||||||||||||
| Basic | $ | 3.89 | $ | 4.93 | |||||||||||
| Diluted | $ | 3.86 | $ | 4.89 | |||||||||||
| Weighted average shares and dilutive securities outstanding (in thousands): | |||||||||||||||
| Basic | 87,951 | 95,665 | |||||||||||||
| Diluted | 88,610 | 96,652 |
Page 12
TENET HEALTHCARE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| (Dollars in millions, except per share amounts) | Nine Months Ended September 30, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | % | 2024 | % | Change | |||||||||||
| Net operating revenues | $ | 15,783 | 100.0 | % | $ | 15,602 | 100.0 | % | 1.2 | % | |||||
| Equity in earnings of unconsolidated affiliates | 181 | 1.1 | % | 182 | 1.2 | % | (0.5) | % | |||||||
| Operating expenses: | |||||||||||||||
| Salaries, wages and benefits | 6,483 | 41.1 | % | 6,707 | 43.0 | % | (3.3) | % | |||||||
| Supplies | 2,770 | 17.6 | % | 2,717 | 17.4 | % | 2.0 | % | |||||||
| Other operating expenses, net | 3,328 | 21.0 | % | 3,413 | 21.9 | % | (2.5) | % | |||||||
| Depreciation and amortization | 632 | 4.0 | % | 625 | 4.0 | % | |||||||||
| Impairment and restructuring charges, and acquisition-related costs | 66 | 0.4 | % | 75 | 0.5 | % | |||||||||
| Litigation and investigation costs | 34 | 0.2 | % | 18 | 0.1 | % | |||||||||
| Net gains on sales, consolidation and deconsolidation of facilities | (4) | — | % | (2,906) | (18.6) | % | |||||||||
| Operating income | 2,655 | 16.8 | % | 5,135 | 32.9 | % | |||||||||
| Interest expense | (616) | (623) | |||||||||||||
| Other non-operating income, net | 80 | 89 | |||||||||||||
| Loss from early extinguishment of debt | — | (8) | |||||||||||||
| Income before income taxes | 2,119 | 4,593 | |||||||||||||
| Income tax expense | (396) | (1,101) | |||||||||||||
| Net income | 1,723 | 3,492 | |||||||||||||
| Less: Net income available to noncontrolling interests | 687 | 610 | |||||||||||||
| Net income available to Tenet Healthcare Corporation common shareholders | $ | 1,036 | $ | 2,882 | |||||||||||
| Earnings per share available to Tenet Healthcare Corporation common shareholders: | |||||||||||||||
| Basic | $ | 11.37 | $ | 29.56 | |||||||||||
| Diluted | $ | 11.28 | $ | 29.27 | |||||||||||
| Weighted average shares and dilutive securities outstanding (in thousands): | |||||||||||||||
| Basic | 91,109 | 97,505 | |||||||||||||
| Diluted | 91,805 | 98,518 |
Page 13
TENET HEALTHCARE CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (Dollars in millions) | September 30, | December 31, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 2,975 | $ | 3,019 | ||
| Accounts receivable | 2,518 | 2,536 | ||||
| Inventories of supplies, at cost | 346 | 346 | ||||
| Assets held for sale | 82 | 21 | ||||
| Other current assets | 1,889 | 1,760 | ||||
| Total current assets | 7,810 | 7,682 | ||||
| Investments and other assets | 2,939 | 3,037 | ||||
| Deferred income taxes | 72 | 80 | ||||
| Property and equipment, at cost, less accumulated depreciation and amortization | 6,091 | 6,049 | ||||
| Goodwill | 11,158 | 10,691 | ||||
| Other intangible assets, at cost, less accumulated amortization | 1,348 | 1,397 | ||||
| Total assets | $ | 29,418 | $ | 28,936 | ||
| LIABILITIES AND EQUITY | ||||||
| Current liabilities: | ||||||
| Current portion of long-term debt | $ | 85 | $ | 92 | ||
| Accounts payable | 1,356 | 1,294 | ||||
| Accrued compensation and benefits | 857 | 899 | ||||
| Professional and general liability reserves | 287 | 238 | ||||
| Accrued interest payable | 248 | 149 | ||||
| Liabilities held for sale | 12 | 13 | ||||
| Income tax payable | 28 | 18 | ||||
| Other current liabilities | 1,687 | 1,607 | ||||
| Total current liabilities | 4,560 | 4,310 | ||||
| Long-term debt, net of current portion | 13,102 | 13,081 | ||||
| Professional and general liability reserves | 891 | 900 | ||||
| Defined benefit plan obligations | 296 | 298 | ||||
| Deferred income taxes | 269 | 227 | ||||
| Other long-term liabilities | 1,600 | 1,573 | ||||
| Total liabilities | 20,718 | 20,389 | ||||
| Commitments and contingencies | ||||||
| Redeemable noncontrolling interests in equity of consolidated subsidiaries | 2,917 | 2,727 | ||||
| Equity: | ||||||
| Shareholders’ equity: | ||||||
| Common stock | 8 | 8 | ||||
| Additional paid-in capital | 4,872 | 4,873 | ||||
| Accumulated other comprehensive loss | (174) | (180) | ||||
| Retained earnings | 4,044 | 3,008 | ||||
| Common stock in treasury, at cost | (4,736) | (3,538) | ||||
| Total shareholders’ equity | 4,014 | 4,171 | ||||
| Noncontrolling interests | 1,769 | 1,649 | ||||
| Total equity | 5,783 | 5,820 | ||||
| Total liabilities and equity | $ | 29,418 | $ | 28,936 |
Page 14
TENET HEALTHCARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| (Dollars in millions) | Nine Months Ended | |||||
|---|---|---|---|---|---|---|
| September 30, | ||||||
| 2025 | 2024 | |||||
| Net income | $ | 1,723 | $ | 3,492 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 632 | 625 | ||||
| Deferred income tax expense (benefit) | 51 | (29) | ||||
| Stock-based compensation expense | 79 | 52 | ||||
| Impairment and restructuring charges, and acquisition-related costs | 66 | 75 | ||||
| Litigation and investigation costs | 34 | 18 | ||||
| Net gains on sales, consolidation and deconsolidation of facilities | (4) | (2,906) | ||||
| Loss from early extinguishment of debt | — | 8 | ||||
| Equity in earnings of unconsolidated affiliates, net of distributions received | (13) | (9) | ||||
| Amortization of debt discount and debt issuance costs | 18 | 21 | ||||
| Net gains from the sale of investments and long-lived assets | (2) | (2) | ||||
| Other items, net | (3) | (3) | ||||
| Changes in cash from operating assets and liabilities: | ||||||
| Accounts receivable | 68 | 183 | ||||
| Inventories and other current assets | (58) | 10 | ||||
| Income taxes | 15 | 821 | ||||
| Accounts payable, accrued expenses and other current liabilities | 237 | 123 | ||||
| Other long-term liabilities | 50 | 18 | ||||
| Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (84) | (119) | ||||
| Net cash provided by operating activities | 2,809 | 2,378 | ||||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (646) | (601) | ||||
| Purchases of businesses or joint venture interests, net of cash acquired | (266) | (524) | ||||
| Proceeds from sales of facilities and other assets | 18 | 4,965 | ||||
| Proceeds from sales of marketable securities and long-term investments | 74 | 25 | ||||
| Purchases of marketable securities and long-term investments | (69) | (46) | ||||
| Other items, net | 3 | (18) | ||||
| Net cash provided by (used in) investing activities | (886) | 3,801 | ||||
| Cash flows from financing activities: | ||||||
| Repayments of borrowings | (90) | (2,212) | ||||
| Proceeds from borrowings | 21 | 16 | ||||
| Repurchases of common stock | (1,188) | (672) | ||||
| Distributions paid to noncontrolling interests | (585) | (496) | ||||
| Proceeds from the sale of noncontrolling interests | 27 | 13 | ||||
| Purchases of noncontrolling interests | (88) | (127) | ||||
| Advances from managed care payers | — | 342 | ||||
| Repayments of advances from managed care payers | (33) | (160) | ||||
| Taxes paid related to net share settlement, net of proceeds from shares issued under<br><br>stock-based compensation plans | (47) | (14) | ||||
| Other items, net | 16 | (3) | ||||
| Net cash used in financing activities | (1,967) | (3,313) | ||||
| Net increase (decrease) in cash and cash equivalents | (44) | 2,866 | ||||
| Cash and cash equivalents at beginning of period | 3,019 | 1,228 | ||||
| Cash and cash equivalents at end of period | $ | 2,975 | $ | 4,094 | ||
| Supplemental disclosures: | ||||||
| Interest paid, net of capitalized interest | $ | (499) | $ | (555) | ||
| Income tax payments, net | $ | (329) | $ | (308) |
Page 15
TENET HEALTHCARE CORPORATION
SEGMENT REPORTING
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| (Dollars in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net operating revenues: | ||||||||||||
| Ambulatory Care | $ | 1,275 | $ | 1,139 | $ | 3,739 | $ | 3,275 | ||||
| Hospital Operations and Services | 4,014 | 3,987 | 12,044 | 12,327 | ||||||||
| Total | $ | 5,289 | $ | 5,126 | $ | 15,783 | $ | 15,602 | ||||
| Equity in earnings of unconsolidated affiliates: | ||||||||||||
| Ambulatory Care | $ | 63 | $ | 61 | $ | 176 | $ | 175 | ||||
| Hospital Operations and Services | 1 | 1 | 5 | 7 | ||||||||
| Total | $ | 64 | $ | 62 | $ | 181 | $ | 182 | ||||
| Adjusted EBITDA: | ||||||||||||
| Ambulatory Care | $ | 492 | $ | 439 | $ | 1,446 | $ | 1,280 | ||||
| Hospital Operations and Services | 607 | 539 | 1,937 | 1,667 | ||||||||
| Total | $ | 1,099 | $ | 978 | $ | 3,383 | $ | 2,947 | ||||
| Adjusted EBITDA margins: | ||||||||||||
| Ambulatory Care | 38.6 | % | 38.5 | % | 38.7 | % | 39.1 | % | ||||
| Hospital Operations and Services | 15.1 | % | 13.5 | % | 16.1 | % | 13.5 | % | ||||
| Total | 20.8 | % | 19.1 | % | 21.4 | % | 18.9 | % | ||||
| Capital expenditures: | ||||||||||||
| Ambulatory Care | $ | 38 | $ | 28 | $ | 90 | $ | 65 | ||||
| Hospital Operations and Services | 242 | 188 | 556 | 536 | ||||||||
| Total | $ | 280 | $ | 216 | $ | 646 | $ | 601 |
Page 16
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP disclosures
Table #1 – Reconciliations of Net Income Available to Tenet Healthcare Corporation Common Shareholders to Adjusted Net Income Available to Common Shareholders
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| (Dollars in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||
| Net income available to Tenet Healthcare Corporation common shareholders | $ | 342 | $ | 472 | $ | 1,036 | $ | 2,882 |
| Less: | ||||||||
| Impairment and restructuring charges, and acquisition-related costs | (23) | (19) | (66) | (75) | ||||
| Litigation and investigation benefit (costs) | 11 | (9) | (34) | (18) | ||||
| Net gains on sales, consolidation and deconsolidation of facilities | 20 | 348 | 4 | 2,906 | ||||
| Loss from early extinguishment of debt | — | — | — | (8) | ||||
| Tax and noncontrolling interests impact of above items | 6 | (130) | 21 | (755) | ||||
| Adjusted net income available to common shareholders | $ | 328 | $ | 282 | $ | 1,111 | $ | 832 |
| Diluted earnings per share | $ | 3.86 | $ | 4.89 | $ | 11.28 | $ | 29.27 |
| Less: | ||||||||
| Impairment and restructuring charges, and acquisition-related costs | (0.26) | (0.20) | (0.72) | (0.76) | ||||
| Litigation and investigation benefit (costs) | 0.12 | (0.09) | (0.37) | (0.19) | ||||
| Net gains on sales, consolidation and deconsolidation of facilities | 0.23 | 3.60 | 0.04 | 29.50 | ||||
| Loss from early extinguishment of debt | — | — | — | (0.08) | ||||
| Tax and noncontrolling interests impact of above items | 0.07 | (1.35) | 0.23 | (7.67) | ||||
| Adjusted diluted earnings per share | $ | 3.70 | $ | 2.93 | $ | 12.10 | $ | 8.47 |
| Weighted average basic shares outstanding (in thousands) | 87,951 | 95,665 | 91,109 | 97,505 | ||||
| Weighted average dilutive shares outstanding (in thousands) | 88,610 | 96,652 | 91,805 | 98,518 |
Page 17
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP disclosures
Table #2 – Reconciliations of Net Income Available to Tenet Healthcare Corporation Common Shareholders to Adjusted EBITDA
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| (Dollars in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net income available to Tenet Healthcare Corporation common shareholders | $ | 342 | $ | 472 | $ | 1,036 | $ | 2,882 | ||||
| Less: | ||||||||||||
| Net income available to noncontrolling interests | (237) | (209) | (687) | (610) | ||||||||
| Net income | 579 | 681 | 1,723 | 3,492 | ||||||||
| Income tax expense | (133) | (241) | (396) | (1,101) | ||||||||
| Loss from early extinguishment of debt | — | — | — | (8) | ||||||||
| Other non-operating income, net | 29 | 35 | 80 | 89 | ||||||||
| Interest expense | (206) | (202) | (616) | (623) | ||||||||
| Operating income | 889 | 1,089 | 2,655 | 5,135 | ||||||||
| Litigation and investigation benefit (costs) | 11 | (9) | (34) | (18) | ||||||||
| Net gains on sales, consolidation and deconsolidation of facilities | 20 | 348 | 4 | 2,906 | ||||||||
| Impairment and restructuring charges, and acquisition-related costs | (23) | (19) | (66) | (75) | ||||||||
| Depreciation and amortization | (218) | (209) | (632) | (625) | ||||||||
| Adjusted EBITDA | $ | 1,099 | $ | 978 | $ | 3,383 | $ | 2,947 | ||||
| Net operating revenues | $ | 5,289 | $ | 5,126 | $ | 15,783 | $ | 15,602 | ||||
| Net income available to Tenet Healthcare Corporation common shareholders as a % of net operating revenues | 6.5 | % | 9.2 | % | 6.6 | % | 18.5 | % | ||||
| Adjusted EBITDA as a % of net operating revenues (Adjusted EBITDA margin) | 20.8 | % | 19.1 | % | 21.4 | % | 18.9 | % |
Page 18
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP disclosures
Table #3 – Reconciliations of Net Cash Provided by Operating Activities to
Free Cash Flow and Adjusted Free Cash Flow
(Unaudited)
| 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | Q3 | YTD | ||||||||
| Net cash provided by operating activities | $ | 1,058 | $ | 2,809 | ||||||
| Purchases of property and equipment | (280) | (646) | ||||||||
| Free cash flow | $ | 778 | $ | 2,163 | ||||||
| Net cash used in investing activities | $ | (385) | $ | (886) | ||||||
| Net cash used in financing activities | $ | (323) | $ | (1,967) | ||||||
| Net cash provided by operating activities | $ | 1,058 | $ | 2,809 | ||||||
| Less: | ||||||||||
| Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (3) | (84) | ||||||||
| Adjusted net cash provided by operating activities | 1,061 | 2,893 | ||||||||
| Purchases of property and equipment | (280) | (646) | ||||||||
| Adjusted free cash flow | $ | 781 | $ | 2,247 | 2024 | |||||
| --- | --- | --- | --- | --- | ||||||
| (Dollars in millions) | Q3 | YTD | ||||||||
| Net cash provided by operating activities | $ | 1,045 | $ | 2,378 | ||||||
| Purchases of property and equipment | (216) | (601) | ||||||||
| Free cash flow | $ | 829 | $ | 1,777 | ||||||
| Net cash provided by investing activities | $ | 667 | $ | 3,801 | ||||||
| Net cash used in financing activities | $ | (498) | $ | (3,313) | ||||||
| Net cash provided by operating activities | $ | 1,045 | $ | 2,378 | ||||||
| Less: | ||||||||||
| Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (55) | (119) | ||||||||
| Adjusted net cash provided by operating activities | 1,100 | 2,497 | ||||||||
| Purchases of property and equipment | (216) | (601) | ||||||||
| Adjusted free cash flow | $ | 884 | $ | 1,896 |
Page 19
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP disclosures
Table #4 – Reconciliations of Outlook Net Income Available to Tenet Healthcare Corporation Common Shareholders to Outlook Adjusted Net Income Available to Common Shareholders
(Unaudited)
| FY 2025 | |||||
|---|---|---|---|---|---|
| (Dollars in millions, except per share amounts) | Low | High | |||
| Net income available to Tenet Healthcare Corporation common shareholders | $ | 1,334 | $ | 1,399 | |
| Less: | |||||
| Impairment and restructuring charges, acquisition-related costs, and litigation costs and settlements(1) | (150) | (100) | |||
| Net gains on sales, consolidation and deconsolidation of facilities(2) | 4 | 4 | |||
| Tax and noncontrolling interests impact of above items | 30 | 15 | |||
| Adjusted net income available to common shareholders | $ | 1,450 | $ | 1,480 | |
| Diluted earnings per share | $ | 14.66 | $ | 15.37 | |
| Less: | |||||
| Impairment and restructuring charges, acquisition-related costs, and litigation costs and settlements | (1.65) | (1.10) | |||
| Net gains on sales, consolidation and deconsolidation of facilities | 0.05 | 0.05 | |||
| Tax and noncontrolling interests impact of above items | 0.33 | 0.16 | |||
| Adjusted diluted earnings per share | $ | 15.93 | $ | 16.26 | |
| Weighted average basic shares outstanding (in thousands) | 90,000 | 90,000 | |||
| Weighted average dilutive shares outstanding (in thousands) | 91,000 | 91,000 | |||
| (1) The figures shown represent the Company's estimate for restructuring charges plus the actual year-to-date results for impairment and restructuring charges, acquisition-related costs, and litigation costs and settlements. The Company does not generally forecast impairment charges, acquisition-related costs, and litigation costs and settlements because it does not believe that it can forecast these items with sufficient accuracy since some of these items are indeterminable at the time the Company provides its financial Outlook. | |||||
| (2) The Company does not generally forecast net gains (losses) on sales, consolidation and deconsolidation of facilities because the Company does not believe that it can forecast these items with sufficient accuracy since it is indeterminable at the time the Company provides its financial Outlook. The figures shown relate to transactions that have already occurred in 2025. |
Page 20
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP disclosures
Table #5 – Reconciliations of Outlook Net Income Available to Tenet Healthcare Corporation Common Shareholders to Outlook Adjusted EBITDA
(Unaudited)
| FY 2025 | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in millions) | Low | High | |||||
| Net income available to Tenet Healthcare Corporation common shareholders | $ | 1,334 | $ | 1,399 | |||
| Less: | |||||||
| Net income available to noncontrolling interests | (940) | (990) | |||||
| Income tax expense | (510) | (535) | |||||
| Interest expense | (825) | (815) | |||||
| Other non-operating income, net | 105 | 115 | |||||
| Net gains on sales, consolidation and deconsolidation of facilities(2) | 4 | 4 | |||||
| Impairment and restructuring charges, acquisition-related costs, and litigation costs and settlements(1) | (150) | (100) | |||||
| Depreciation and amortization | (820) | (850) | |||||
| Adjusted EBITDA | $ | 4,470 | $ | 4,570 | |||
| Net income available to Tenet Healthcare Corporation common shareholders | $ | 1,334 | $ | 1,399 | |||
| Net operating revenues | $ | 21,150 | $ | 21,350 | |||
| Net income available to Tenet Healthcare Corporation common shareholders as a % of net operating revenues | 6.3 | % | 6.6 | % | |||
| Adjusted EBITDA as a % of net operating revenues (Adjusted EBITDA margin) | 21.1 | % | 21.4 | % | |||
| (1) The figures shown represent the Company's estimate for restructuring charges plus the actual year-to-date results for impairment and restructuring charges, acquisition-related costs, and litigation costs and settlements. The Company does not generally forecast impairment charges, acquisition-related costs, and litigation costs and settlements because it does not believe that it can forecast these items with sufficient accuracy since some of these items are indeterminable at the time the Company provides its financial Outlook. | |||||||
| (2) The Company does not generally forecast net gains (losses) on sales, consolidation and deconsolidation of facilities because the Company does not believe that it can forecast these items with sufficient accuracy since it is indeterminable at the time the Company provides its financial Outlook. The figures shown relate to transactions that have already occurred in 2025. |
Page 21
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP disclosures
Table #6 – Reconciliations of Outlook Net Cash Provided by Operating Activities to Outlook Free Cash Flow and Outlook Adjusted Free Cash Flow
(Unaudited)
| FY 2025 | ||||
|---|---|---|---|---|
| (Dollars in millions) | Low | High | ||
| Net cash provided by operating activities | $ | 3,150 | $ | 3,500 |
| Purchases of property and equipment | (875) | (975) | ||
| Free cash flow | $ | 2,275 | $ | 2,525 |
| Net cash provided by operating activities | $ | 3,150 | $ | 3,500 |
| Less: | ||||
| Payments for restructuring charges, acquisition-related costs and litigation costs and settlements(1) | (150) | (100) | ||
| Adjusted net cash provided by operating activities | 3,300 | 3,600 | ||
| Purchases of property and equipment | (875) | (975) | ||
| Adjusted free cash flow(2) | $ | 2,425 | $ | 2,625 |
| (1) The figures shown represent the Company's estimate for restructuring payments plus the actual year-to-date payments for restructuring charges, acquisition-related costs, and litigation costs or settlements. The Company does not generally forecast payments for acquisition-related costs, and litigation costs and settlements because it does not believe that it can forecast these items with sufficient accuracy since some of these items are indeterminable at the time the Company provides its financial Outlook. | ||||
| (2) The Company’s definition of Adjusted Free Cash Flow does not include other important uses of cash including (1) cash used to purchase businesses or joint venture interests, or (2) any items that are classified as Cash Flows From Financing Activities on the Company’s Consolidated Statement of Cash Flows, including items such as (i) cash used to repay borrowings, and (ii) distributions paid to noncontrolling interests. |
Page 22