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BASIS OF PRESENTATION | 9 Months Ended
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Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Description of Business and Basis of Presentation Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company headquartered in Dallas, Texas. Our expansive, nationwide care delivery network consists of our Hospital Operations and Services (“Hospital Operations”) and Ambulatory Care segments. As of September 30, 2025, our Hospital Operations segment was comprised of 50 acute care and specialty hospitals, a network of employed physicians and 135 outpatient facilities, including urgent care centers, imaging centers, off-campus hospital emergency departments and micro‑hospitals. Our Ambulatory Care segment is comprised of the operations of our subsidiary USPI Holding Company, Inc. (“USPI”), which held indirect ownership interests in 530 ambulatory surgery centers and 26 surgical hospitals at September 30, 2025. USPI held noncontrolling interests in 150 of these facilities, which are recorded using the equity method of accounting. In addition, we operate a Global Business Center (“GBC”) in the Philippines. This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2024 (“Annual Report”). As permitted by the Securities and Exchange Commission for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all dollar amounts presented in our Condensed Consolidated Financial Statements and these accompanying notes are expressed in millions (except per‑share amounts), and all share amounts are expressed in thousands. Certain prior-year amounts have been reclassified to conform to the current-year presentation. Grant income is no longer significant enough to be presented separately and is now included in net operating revenues in the accompanying Condensed Consolidated Statements of Operations. In addition, taxes paid in connection with the net share settlement of our stock compensation awards, net of proceeds from the exercise of stock options, are now presented separately in the accompanying Condensed Consolidated Statements of Cash Flows to reflect their increased significance. Although our Condensed Consolidated Financial Statements and these related notes are unaudited, we believe all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. The financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from the amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public. Operating results for the three and nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: the impact of the demand for, and availability of, qualified medical personnel on compensation costs; overall revenue and cost trends, particularly the timing and magnitude of price changes; fluctuations in contractual allowances and cost report settlements and valuation allowances; managed care contract negotiations, settlements or terminations and payer consolidations; trends in patient accounts receivable collectability and associated implicit price concessions; the impact of cybersecurity incidents on our operations; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; impairment of long‑lived assets and goodwill; restructuring charges; losses, costs and insurance recoveries related to cybersecurity incidents, natural disasters and weather‑related occurrences; the potential emergence and effects of future pandemics, epidemics or outbreaks of infectious diseases on our operations, financial condition and liquidity; litigation and investigation costs; fluctuations in the costs associated with our defined contribution retirement plans; acquisitions and dispositions of facilities and other assets; gains (losses) on sales, consolidation and deconsolidation of facilities; income tax rates and deferred tax asset valuation allowance activity; changes in estimates of accruals for annual incentive compensation; the timing and amounts of stock option and restricted stock unit grants to employees and directors; gains (losses) from early extinguishment of debt; and changes in occupancy levels and patient volumes. Our hospitals and outpatient facilities are subject to various factors that affect our service mix, revenue mix and patient volumes and, thereby, impact our net patient service revenues and results of operations. These factors include, among others: changes in federal and state statutes, regulations and executive orders that effect the healthcare industry directly or indirectly, particularly those impacting government healthcare funding; changes in general economic conditions, including inflation, whether due to geopolitical conflicts, trade tensions, export control rules, tariffs or other factors; the number of uninsured and underinsured individuals in local communities treated at our facilities; cybersecurity incidents, including those targeting our vendors, and other unanticipated information technology outages; disease hotspots and seasonal cycles of illness; climate and weather conditions; physician recruitment, satisfaction, retention and attrition; advances in technology and treatments that reduce length of stay or permit procedures to be performed in an outpatient rather than inpatient setting; local healthcare competitors; utilization pressure by managed care organizations, as well as managed care contract negotiations or terminations; performance data on quality measures and patient satisfaction, as well as pricing for services; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; and changing consumer behavior, including with respect to the timing of elective procedures. These considerations apply to year‑to‑year comparisons as well. Cash and Cash Equivalents We treat highly liquid investments with original maturities of three months or less as cash equivalents. Cash and cash equivalents were $2.975 billion and $3.019 billion at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 and December 31, 2024, our book overdrafts were $131 million and $143 million, respectively, which were classified as accounts payable. Also at September 30, 2025 and December 31, 2024, $119 million and $110 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our insurance‑related subsidiaries. At September 30, 2025 and December 31, 2024, we had $81 million and $127 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $67 million and $109 million, respectively, were included in accounts payable. During the nine months ended September 30, 2025 and 2024, we recorded right‑of‑use assets related to non‑cancellable finance leases of $45 million and $51 million, respectively, and related to non‑cancellable operating leases of $268 million and $187 million, respectively. Goodwill The following tables provide information on changes in the carrying amount of goodwill for each of our segments:
|  | Nine Months Ended September 30,
|  | 2025 |  | 2024
Hospital Operations: |  |  |  |
Goodwill at beginning of period, net of accumulated impairment losses |  | $ | 2,697 |  |  | $ | 3,119 |
Goodwill acquired during the year, net of purchase price allocation adjustments |  | — |  |  | 42 |
Goodwill related to assets held for sale and disposed |  | — |  |  | (464) |
Goodwill at end of period, net of accumulated impairment losses |  | 2,697 |  |  | 2,697 |
Ambulatory Care: |  |  |  |
Goodwill at beginning of period |  | 7,994 |  |  | 7,188 |
Goodwill acquired during the year, net of purchase price allocation adjustments |  | 467 |  |  | 824 |
Goodwill related to assets held for sale and disposed or deconsolidated facilities |  | — |  |  | (121) |
Goodwill at end of period |  | 8,461 |  |  | 7,891 |
Total Goodwill, net of accumulated impairment losses |  | $ | 11,158 |  |  | $ | 10,588 |
Other Intangible Assets The following tables present information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets:
|  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Book Value
At September 30, 2025: |  |  |  |  |  |
Other intangible assets with finite useful lives: |  |  |  |  |  |
Capitalized software costs |  | $ | 1,479 |  |  | $ | (1,136) |  |  | $ | 343 |
Contracts |  | 241 |  |  | (144) |  |  | 97 |
Other |  | 99 |  |  | (77) |  |  | 22 |
Other intangible assets with finite lives |  | 1,819 |  |  | (1,357) |  |  | 462 |
Other intangible assets with indefinite useful lives: |  |  |  |  |  |
Trade names |  | 105 |  |  | — |  |  | 105 |
Contracts |  | 777 |  |  | — |  |  | 777 |
Other |  | 4 |  |  | — |  |  | 4 |
Other intangible assets with indefinite lives |  | 886 |  |  | — |  |  | 886 |
Total other intangible assets, net |  | $ | 2,705 |  |  | $ | (1,357) |  |  | $ | 1,348 |
At December 31, 2024: |  |  |  |  |  |
Other intangible assets with finite useful lives: |  |  |  |  |  |
Capitalized software costs |  | $ | 1,469 |  |  | $ | (1,075) |  |  | $ | 394 |
Contracts |  | 241 |  |  | (135) |  |  | 106 |
Other |  | 96 |  |  | (78) |  |  | 18 |
Other intangible assets with finite lives |  | 1,806 |  |  | (1,288) |  |  | 518 |
Other intangible assets with indefinite useful lives: |  |  |  |  |  |
Trade names |  | 105 |  |  | — |  |  | 105 |
Contracts |  | 769 |  |  | — |  |  | 769 |
Other |  | 5 |  |  | — |  |  | 5 |
Other intangible assets with indefinite lives |  | 879 |  |  | — |  |  | 879 |
Total other intangible assets, net |  | $ | 2,685 |  |  | $ | (1,288) |  |  | $ | 1,397 |
The table below presents our estimated future amortization of intangible assets with finite useful lives at September 30, 2025:
|  |  |  | Three Months Ending |  | Years Ending |  | Later Years
|  |  |  |  |  | December 31, |
|  | Total |  | 2025 |  | 2026 |  | 2027 |  | 2028 |  | 2029 |
Amortization of intangible assets |  | $ | 462 |  |  | $ | 50 |  |  | $ | 106 |  |  | $ | 92 |  |  | $ | 71 |  |  | $ | 51 |  |  | $ | 92 |
We recognized amortization expense of $122 million and $136 million in the accompanying Condensed Consolidated Statements of Operations during the nine months ended September 30, 2025 and 2024, respectively. Other Current Assets The table below presents the principal components of other current assets in the accompanying Condensed Consolidated Balance Sheets:
|  | September 30, 2025 |  | December 31, 2024
Prepaid expenses |  | $ | 373 |  |  | $ | 368 |
Contract assets |  | 178 |  |  | 190 |
California provider fee program receivables |  | 482 |  |  | 334 |
Receivables from other government programs |  | 318 |  |  | 326 |
Guarantees |  | 141 |  |  | 194 |
Non-patient receivables |  | 282 |  |  | 229 |
Other |  | 115 |  |  | 119 |
Total other current assets |  | $ | 1,889 |  |  | $ | 1,760 |
Investments in Unconsolidated Affiliates As of September 30, 2025, we controlled 406 of the facilities in our Ambulatory Care segment and, therefore, consolidated their results. We account for many of the facilities in which our Ambulatory Care segment holds ownership interests (150 of 556 at September 30, 2025), as well as additional companies in which our Hospital Operations segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income as equity in earnings of unconsolidated affiliates in our condensed consolidated statements of operations. Summarized financial information for equity method investees is included in the following table. For investments acquired during the reported periods, amounts in the table include 100% of the investee’s results beginning on the date of our acquisition of the investment.
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Net operating revenues |  | $ | 924 |  |  | $ | 845 |  |  | $ | 2,700 |  |  | $ | 2,573 |
Net income |  | $ | 247 |  |  | $ | 212 |  |  | $ | 692 |  |  | $ | 677 |
Net income available to the investees |  | $ | 133 |  |  | $ | 112 |  |  | $ | 382 |  |  | $ | 388 |

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