Tenet Reports Strong Fourth Quarter and FY 2025 Results; Provides 2026 Financial Outlook

• Net income available to common shareholders in fourth quarter 2025 was $371 million, or $4.22 per diluted share

• Adjusted diluted earnings per share¹ increased 36.6% to $4.70 in fourth quarter 2025 compared to $3.44 in fourth quarter 2024

• Consolidated Adjusted EBITDA¹ in fourth quarter 2025 increased 12.9% to $1.183 billion compared to fourth quarter 2024; Fourth quarter 2025 Adjusted EBITDA margin was 21.4%

• Fourth quarter 2025 Ambulatory Care Adjusted EBITDA of $580 million increased 9.4% over fourth quarter 2024

• FY 2026 Adjusted EBITDA Outlook is expected to be in the range of $4.485 billion to $4.785 billion

Tenet Healthcare Corporation (Tenet) (NYSE:THC) today announced its results for the quarter ended December 31, 2025.

"2025 extended Tenet's track record of strong revenue growth, disciplined operations, improved margins and robust free cash flow generation," said Saum Sutaria, M.D., Chairman and Chief Executive Officer of Tenet. "We see continued demand for acute care and ambulatory surgical services in our markets and are confident in our ability to execute on our strategy, deliver quality results for our patients and physician partners, and achieve our full year 2026 expectations."

Tenet's results for fourth quarter 2025 versus fourth quarter 2024 are as follows:

• Net income available to the Company's common shareholders in fourth quarter 2025 was $371 million, or $4.22 per diluted share, versus $318 million, or $3.32 per diluted share, in fourth quarter 2024.

• Net income available to the Company's common shareholders in 2025 was $1.407 billion, or $15.49 per diluted share, versus $3.2 billion, or $32.70 per diluted share in 2024. 2024 results included a pre-tax gain of $2.916 billion ($2.143 billion after-tax, or $21.89 per diluted share) primarily associated with the hospital divestitures.

• Adjusted EBITDA¹ in fourth quarter 2025 was $1.183 billion compared to $1.048 billion in fourth quarter 2024, reflecting strong growth in same facility revenue, higher acuity, and disciplined expense management.

Balance Sheet and Cash Flows

• Cash flows provided by operating activities for the year ended December 31, 2025 were $3.54 billion versus $2.047 billion for the year ended December 31, 2024. Cash flows provided by operating activities for the year ended December 31, 2024 included $855 million of income taxes paid associated with gains on sale of hospitals and related operations.

• The Company produced free cash flow¹ of $2.53 billion for the year ended December 31, 2025 versus $1.116 billion for the year ended December 31, 2024.

• In the three months ended December 31, 2025, the Company repurchased 0.94 million shares of common stock for $198 million. In the year ended December 31, 2025, the Company repurchased 8.8 million shares of common stock for $1.386 billion.

• In November 2025, the Company completed a private placement of $1.5 billion in aggregate principal amount of newly issued 5.5% senior secured first lien notes maturing in 2032 and $750 million in aggregate principal amount of newly issued 6.0% senior notes maturing in 2033. The Company used the net proceeds from the sale of the notes, after payment of fees and expenses, to finance, together with cash on hand, the redemption of all $1.5 billion aggregate principal amount then outstanding of its 6.25% senior secured second lien notes due 2027 and the partial redemption of $750 million outstanding of its 6.125% senior notes due October 2028.

• The Company's ratio of net debt to Adjusted EBITDA¹ was 2.25x at December 31, 2025 compared to 2.54x at December 31, 2024.

Recent Transaction

• On January 27, 2026, we entered into an agreement with CommonSpirit Health ("CommonSpirit") relating to Conifer Health Solutions, LLC ("Conifer") whereby the parties have agreed to the following terms: Payments totaling $1.9 billion from CommonSpirit to Tenet in annual installments over the next three years and a $540 million payment from Conifer to CommonSpirit to address the elimination of CommonSpirit's capital account and for the redemption of CommonSpirit's 23.8% equity stake in Conifer, retroactively effective January 1, 2026. Conifer will continue to support CommonSpirit through the end of 2026 at financial terms that are consistent with the prior contract.

• During the quarter ended March 31, 2026, this transaction will result in a reduction of Tenet's redeemable non-controlling interest and other liabilities that are on its December 31, 2025 balance sheet of approximately $885 million and an increase to Tenet's additional paid in capital of approximately $305 million and a non-recurring favorable adjustment to net operating revenues of $40 million. In 2026, Tenet will record approximately $1.65 billion of revenue from contract termination, approximately $500 million of tax expense, and make approximately $150 million of tax payments associated with the transaction.

Ambulatory Care (Ambulatory) Segment

Tenet's Ambulatory business segment is comprised of the operations of United Surgical Partners International (USPI). As of December 31, 2025, USPI had interests in 533 ambulatory surgery centers (401 consolidated) and 26 surgical hospitals (eight consolidated) in 37 states.

• Fourth quarter 2025 net operating revenues increased 13.8% compared to fourth 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 7.2% in fourth quarter 2025 compared to fourth quarter 2024, with cases up 1.6% and net revenue per case up 5.5%. Net revenue per case growth was driven by higher acuity and favorable payer mix.

• Fourth quarter 2025 Adjusted EBITDA increased 9.4% compared to fourth quarter 2024, due to strong growth in same-facility net patient service revenues, disciplined expense management, and contributions from acquisitions.

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.

• Fourth quarter 2025 net operating revenues increased 7.3% from fourth quarter 2024 primarily due to favorable payer mix, higher acuity and increased Medicaid supplemental revenues.

• Same-hospital net patient service revenue per adjusted admission increased 7.5% year-over-year for fourth quarter 2025 primarily due to favorable payer mix, increased Medicaid supplemental revenues, and our focus on growing higher acuity services.

• Adjusted EBITDA in fourth quarter 2025 was $603 million compared to $518 million in fourth quarter 2024, reflecting strong same-hospital revenue growth, favorable payer mix, higher acuity, increased Medicaid supplemental revenues, and disciplined expense management.

2026 Outlook¹

Tenet's Outlook for full year 2026 (consolidated and by segment) follows. Revenue recognized from the termination of the CommonSpirit contract will not be included in net operating revenues.

Management's Webcast Discussion of Results

Tenet management will discuss the Company's fourth quarter 2025 results in a webcast scheduled for 10:00 a.m. Eastern Time (9:00 a.m. Central Time) on February 11, 2026. 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 February 11, 2026.

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 2026 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 December 31, 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.
7. Revenue recognized from the termination of the CommonSpirit contract will not be included in net operating revenues.

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.

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, (12) income (loss) from divested and closed businesses (i.e., health plan businesses) and (13) revenue from contract termination. Revenue from contract termination represents the present value of the $1.9 billion of consideration related to the early termination of Conifer's revenue cycle services agreement with CommonSpirit (as further described in the Company's Form 8-K dated February 2, 2026), net of amortization of an associated contract asset. Litigation and investigation 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), (7) revenue from contract termination and (8) the associated impact of these items on taxes and noncontrolling interests. Revenue from contract termination represents the present value of the $1.9 billion of consideration related to the early termination of Conifer's revenue cycle services agreement with CommonSpirit (as further described in the Company's Form 8-K dated February 2, 2026), net of amortization of an associated contract asset. Litigation and investigation 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, (2) net cash provided by (used in) operating activities from discontinued operations and (3) cash received for contract termination defined above.

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.