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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024
OR
¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from               to
Commission File Number: 1-7293
TENET HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter) 
Nevada
(State of Incorporation)
95-2557091
(IRS Employer Identification No.)
14201 Dallas Parkway
Dallas, TX 75254
(Address of principal executive offices, including zip code)
(469893-2200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, $0.05 par valueTHCNew York Stock Exchange
6.875% Senior Notes due 2031THC31New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ý No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company (each as defined in Exchange Act Rule 12b-2).
Large accelerated filer ý
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No ý
As of April 26, 2024, there were 97,683 shares (in thousands) of the Registrant’s common stock outstanding.


TENET HEALTHCARE CORPORATION
TABLE OF CONTENTS
i

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)
March 31,December 31,
20242023
ASSETS
Current assets:
Cash and cash equivalents$2,481 $1,228 
Accounts receivable3,148 2,914 
Inventories of supplies, at cost395 411 
Assets held for sale22 775 
Other current assets1,775 1,839 
Total current assets 7,821 7,167 
Investments and other assets3,244 3,157 
Deferred income taxes20 77 
Property and equipment, at cost, less accumulated depreciation and amortization
($5,908 at March 31, 2024 and $6,478 at December 31, 2023)
5,855 6,236 
Goodwill10,568 10,307 
Other intangible assets, at cost, less accumulated amortization
($1,312 at March 31, 2024 and $1,447 at December 31, 2023)
1,399 1,368 
Total assets $28,907 $28,312 
LIABILITIES AND EQUITY  
Current liabilities:  
Current portion of long-term debt$107 $120 
Accounts payable1,335 1,408 
Accrued compensation and benefits775 930 
Professional and general liability reserves266 254 
Accrued interest payable249 200 
Liabilities held for sale11 69 
Income tax payable805 23 
Other current liabilities1,868 1,756 
Total current liabilities 5,416 4,760 
Long-term debt, net of current portion12,772 14,882 
Professional and general liability reserves794 792 
Defined benefit plan obligations334 335 
Deferred income taxes231 326 
Other long-term liabilities1,689 1,709 
Total liabilities 21,236 22,804 
Commitments and contingencies
Redeemable noncontrolling interests in equity of consolidated subsidiaries2,728 2,391 
Equity:  
Shareholders’ equity:  
Common stock, $0.05 par value; authorized 262,500 shares; 157,805 shares issued at March 31, 2024 and 157,271 shares issued at December 31, 2023
8 8 
Additional paid-in capital4,806 4,834 
Accumulated other comprehensive loss(179)(181)
Retained earnings (accumulated deficit)1,959 (192)
Common stock in treasury, at cost, 60,132 shares at March 31, 2024 and 57,321 shares at December 31, 2023
(3,141)(2,861)
Total shareholders’ equity3,453 1,608 
Noncontrolling interests 1,490 1,509 
Total equity 4,943 3,117 
Total liabilities and equity $28,907 $28,312 
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 March 31,
20242023
Net operating revenues $5,368 $5,021 
Grant income 3 
Equity in earnings of unconsolidated affiliates59 50 
Operating expenses:
Salaries, wages and benefits2,321 2,258 
Supplies928 891 
Other operating expenses, net1,154 1,093 
Depreciation and amortization208 217 
Impairment and restructuring charges, and acquisition-related costs27 21 
Litigation and investigation costs4 4 
Net gains on sales, consolidation and deconsolidation of facilities(2,500)(13)
Operating income3,285 603 
Interest expense(218)(221)
Other non-operating income (expense), net25 (2)
Loss from early extinguishment of debt(8) 
Income before income taxes3,084 380 
Income tax expense(750)(84)
Net income2,334 296 
Less: Net income available to noncontrolling interests183 153 
Net income available to Tenet Healthcare Corporation common shareholders$2,151 $143 
Earnings per share available to Tenet Healthcare Corporation common shareholders:
Basic earnings per share$21.60 $1.40 
Diluted earnings per share$21.38 $1.32 
Weighted average shares and dilutive securities outstanding (in thousands):
Basic99,581 102,289 
Diluted100,598 106,006 

See accompanying Notes to Condensed Consolidated Financial Statements.

2

TENET HEALTHCARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
Dollars in Millions
(Unaudited)
Three Months Ended March 31,
20242023
Net income$2,334 $296 
Other comprehensive income:
Amortization of net actuarial loss included in other non-operating income (expense), net2 2 
Foreign currency translation adjustments and other1  
Other comprehensive income before income taxes3 2 
Income tax expense related to items of other comprehensive income(1) 
Total other comprehensive income, net of tax2 2 
Comprehensive net income2,336 298 
Less: Comprehensive income available to noncontrolling interests183 153 
Comprehensive income available to Tenet Healthcare Corporation common shareholders$2,153 $145 

See accompanying Notes to Condensed Consolidated Financial Statements.

3

TENET HEALTHCARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in Millions
(Unaudited)
Three Months Ended March 31,
20242023
Net income$2,334 $296 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization208 217 
Deferred income tax expense (benefit)(38)8 
Stock-based compensation expense17 14 
Impairment and restructuring charges, and acquisition-related costs27 21 
Litigation and investigation costs4 4 
Net gains on sales, consolidation and deconsolidation of facilities(2,500)(13)
Loss from early extinguishment of debt8  
Equity in earnings of unconsolidated affiliates, net of distributions received3 11 
Amortization of debt discount and debt issuance costs8 9 
Net gains from the sale of investments and long-lived assets (14)
Other items, net(5)(2)
Changes in cash from operating assets and liabilities:  
Accounts receivable(263)35 
Inventories and other current assets(18)50 
Income taxes783 76 
Accounts payable, accrued expenses, contract liabilities and other current liabilities19 (230)
Other long-term liabilities24 (9)
Payments for restructuring charges, acquisition-related costs, and litigation costs and
settlements
(25)(24)
Net cash provided by operating activities586 449 
Cash flows from investing activities:  
Purchases of property and equipment(240)(235)
Purchases of businesses or joint venture interests, net of cash acquired(449)(48)
Proceeds from sales of facilities and other assets4,030 13 
Proceeds from sales of marketable securities and long-term investments7 9 
Purchases of marketable securities and long-term investments(10)(18)
Other items, net(10)(7)
Net cash provided by (used in) investing activities3,328 (286)
Cash flows from financing activities:  
Repayments of borrowings(2,141)(45)
Proceeds from borrowings2 12 
Repurchases of common stock(278)(50)
Distributions paid to noncontrolling interests(162)(134)
Proceeds from the sale of noncontrolling interests5 25 
Purchases of noncontrolling interests(52)(41)
Other items, net(35)(22)
Net cash used in financing activities(2,661)(255)
Net increase (decrease) in cash and cash equivalents1,253 (92)
Cash and cash equivalents at beginning of period1,228 858 
Cash and cash equivalents at end of period$2,481 $766 
Supplemental disclosures:  
Interest paid, net of capitalized interest$(162)$(177)
Income tax payments, net$(5)$ 
See accompanying Notes to Condensed Consolidated Financial Statements.
4

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. Prior to December 31, 2023, our business was organized into three separate reporting segments: Hospital Operations and other, Ambulatory Care and Conifer. During the three months ended December 31, 2023, we combined our Hospital Operations and other and Conifer segments into a single reporting segment named Hospital Operations and Services (“Hospital Operations”). The results of the revenue cycle management and value-based care services we provide to hospitals, health systems, physician practices, employers and other clients previously reported under our Conifer segment are now combined with our Hospital Operations segment. See below for additional discussion of this change.
Our expansive, nationwide care delivery network now consists of our Hospital Operations and Ambulatory Care segments. As of March 31, 2024, our Hospital Operations segment was comprised of 52 acute care and specialty hospitals, a network of employed physicians and 151 outpatient facilities, including imaging centers, urgent care centers (each, a “UCC”), ancillary emergency facilities 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 512 ambulatory surgery centers and 25 surgical hospitals at March 31, 2024. USPI held noncontrolling interests in 157 of these facilities, which are recorded using the equity method of accounting. In addition, we operate a Global Business Center (“GBC”) in Manila, Philippines.
This quarterly report supplements our Annual Report on Form 10‑K for the year ended December 31, 2023 (“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.
Changes to prior-year presentation—As noted above, we combined our Hospital Operations and other and Conifer segments into a single reporting segment named Hospital Operations and Services (Hospital Operations) during the three months ended December 31, 2023. This change was made to reflect updates to the organizational and management structure of our Conifer and Hospital Operations and other segments. All prior‑period data presented in this report has been adjusted to conform to our new reporting segment structure.
As of December 31, 2023, our business was organized into two reporting segments:
our Hospital Operations segment, which includes (1) our acute care and specialty hospitals, physician practices, imaging centers, UCCs, ancillary emergency facilities and micro‑hospitals, and (2) the revenue cycle management and value‑based care services we provide to hospitals, health systems, physician practices, employers and other clients through our Conifer Health Solutions, LLC joint venture; and
our Ambulatory Care segment, which is comprised of the ambulatory surgery center and surgical hospital operations of our subsidiary USPI Holding Company, Inc.
In addition, due to its increased significance, income tax payable is now presented separately from other current liabilities in the accompanying Condensed Consolidated Balance Sheets.
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.
5

Operating results for the three‑month period ended March 31, 2024 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 future course and impact of COVID‑19, or the potential emergence and effects of a future pandemic, epidemic or outbreak of an infectious disease, on our operations, financial condition and liquidity; litigation and investigation costs; 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, state and local healthcare and business regulations; changes in general economic conditions nationally and regionally, including inflation and other factors; the number of uninsured and underinsured individuals in local communities treated at our facilities; 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 standard charges 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 $2.481 billion and $1.228 billion at March 31, 2024 and December 31, 2023, respectively. At March 31, 2024 and December 31, 2023, our book overdrafts were $214 million and $187 million, respectively, which were classified as accounts payable. At March 31, 2024 and December 31, 2023, $97 million and $100 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.
Also at March 31, 2024 and December 31, 2023, we had $57 million and $154 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $44 million and $141 million, respectively, were included in accounts payable.
During the three months ended March 31, 2024 and 2023, we recorded right‑of‑use assets related to non‑cancellable finance leases of $14 million and $19 million, respectively, and related to non‑cancellable operating leases of $41 million and $44 million, respectively, in each case excluding right‑of‑use assets obtained through business acquisitions.
Goodwill
The following tables provide information on changes in the carrying amount of goodwill:
Three Months Ended March 31,
 20242023
Hospital Operations:  
Goodwill at beginning of period, net of accumulated impairment losses$3,119 $3,411 
Purchase price allocation adjustments(5) 
Goodwill related to assets held for sale and disposed(281)(30)
Goodwill at end of period, net of accumulated impairment losses$2,833 $3,381 
6

Three Months Ended March 31,
 20242023
Ambulatory Care:
Goodwill at beginning of period$7,188 $6,712 
Goodwill acquired during the year, net of purchase price allocation adjustments607 167 
Goodwill related to assets held for sale and disposed or deconsolidated facilities(60)(2)
Goodwill at end of period$7,735 $6,877 
Other Intangible Assets
The following table provides information regarding other intangible assets, which were included in the accompanying Condensed Consolidated Balance Sheets:
Gross
Carrying Amount
Accumulated
Amortization
Net Book Value
At March 31, 2024:
Other intangible assets with finite useful lives:
Capitalized software costs$1,581 $(1,110)$471 
Contracts323 (125)198 
Other86 (77)9 
Other intangible assets with finite lives1,990 (1,312)678 
Other intangible assets with indefinite useful lives:
Trade names105 — 105 
Contracts612 — 612 
Other4 — 4 
Other intangible assets with indefinite lives721 — 721 
Other intangible assets, net$2,711 $(1,312)$1,399 
At December 31, 2023:
Other intangible assets with finite useful lives:
Capitalized software costs$1,712 $(1,205)$507 
Contracts294 (164)130 
Other91 (78)13 
Other intangible assets with finite lives2,097 (1,447)650 
Other intangible assets with indefinite useful lives:
Trade names105 — 105 
Contracts609 — 609 
Other4 — 4 
Other intangible assets with indefinite lives718 — 718 
Other intangible assets, net$2,815 $(1,447)$1,368 
Estimated future amortization of intangible assets with finite useful lives at March 31, 2024 was as follows:
Nine Months EndingYears EndingLater Years
December 31,
 Total20242025202620272028
Amortization of intangible assets$678 $125 $111 $99 $88 $66 $189 
We recognized amortization expense of $45 million and $42 million in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, respectively.
7

Other Current Assets
The principal components of other current assets in the accompanying Condensed Consolidated Balance Sheets were as follows:
 March 31, 2024December 31, 2023
Prepaid expenses$375 $391 
Contract assets194 208
California provider fee program receivables305 329
Receivables from other government programs240 282
Guarantees248 274
Non-patient receivables315 260
Other98 95
Total other current assets$1,775 $1,839 
Investments in Unconsolidated Affiliates
As of March 31, 2024, we controlled 380 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 (157 of 537 at March 31, 2024), 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 these 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 March 31,
 20242023
Net operating revenues$835 $783 
Net income$216 $185 
Net income available to the investees$123 $107 
NOTE 2. ACCOUNTS RECEIVABLE
The principal components of accounts receivable are presented in the table below:
 March 31, 2024December 31, 2023
Patient accounts receivable$2,972 $2,719 
Estimated future recoveries140 148 
Cost report settlements receivable, net of payables and valuation allowances36 47 
Accounts receivable, net$3,148 $2,914 
We participate in various provider fee programs, which help reduce the amount of uncompensated care for indigent patients and those covered by Medicaid. The following table summarizes the amount and classification of assets and liabilities in the accompanying Condensed Consolidated Balance Sheets related to California’s provider fee program:
 March 31, 2024December 31, 2023
Assets:
Other current assets$305 $329 
Investments and other assets$373 $334 
Liabilities:
Other current liabilities$203 $172 
Other long-term liabilities$82 $135 
8

Uninsured and Charity Patient Costs
The following table presents our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our uninsured and charity patients:
 Three Months Ended March 31,
 20242023
Estimated costs for:  
Uninsured patients$139 $123 
Charity care patients21 24 
Total
$160 $147 
NOTE 3. CONTRACT BALANCES
Hospital Operations Segment
Our Hospital Operations segment’s contract assets and liabilities primarily derive from: (1) patients receiving ongoing inpatient care from one of our facilities at the end of the reporting period; and (2) timing differences between our performance of revenue cycle management and other contractually-based services and the invoicing or receipt of payment for these services. Our Hospital Operations segment’s contract assets were included in other current assets, and its contract liabilities were included in other current liabilities or other long‑term liabilities, depending upon when we expect to recognize the underlying revenue, in the accompanying Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023. Approximately 87% of our Hospital Operations segment’s contract assets meet the conditions for unconditional right to payment and are reclassified to patient receivables within 90 days.
The opening and closing balances of our Hospital Operations segment’s receivables, contract assets, and current and long-term contract liabilities were as follows:
ReceivablesContract Assets –
Unbilled Revenue
Contract Liabilities –
Current
Deferred Revenue and Advances from Medicare
Contract Liabilities –
Long-Term
Deferred Revenue
December 31, 2023$21 $208 $59 $12 
March 31, 202474 194 67 13 
Increase (decrease)$53 $(14)$8 $1 
December 31, 2022$37 $200 $110 $13 
March 31, 202357 202 76 13 
Increase (decrease)$20 $2 $(34)$ 
The difference between the opening and closing balances of our contract assets is primarily related to patients receiving ongoing inpatient care from one of our facilities at December 31, 2023 who have since been billed for the services provided.
In the three months ended March 31, 2024 and 2023, we recognized revenue totaling $52 million and $64 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.
Contract Costs—At March 31, 2024 and December 31, 2023, unamortized client contract setup costs were $21 million and $22 million, respectively, and were presented as part of investments and other assets in the accompanying Condensed Consolidated Balance Sheets.
NOTE 4. DISPOSITION OF ASSETS AND LIABILITIES
In November 2023, we entered into a definitive agreement for the sale of three hospitals located in South Carolina and certain related operations (together, the “SC Hospitals”), all of which were held by our Hospital Operations segment. The assets and liabilities related to the SC Hospitals were included in assets held for sale and liabilities held for sale, respectively, in the accompanying Condensed Consolidated Balance Sheet at December 31, 2023. We completed the sale of the SC Hospitals in January 2024, resulting in the recognition of a pre-tax gain on sale of $1.673 billion in the three months ended March 31, 2024.
9

In January 2024, we entered into a definitive agreement for the sale of four hospitals and certain related operations located in Orange County and Los Angeles County, California (the “OCLA CA Hospitals”), including facilities from both our Hospital Operations and Ambulatory Care segments. We completed the sale of the OCLA CA Hospitals in March 2024, resulting in the recognition of a pre-tax gain on sale of $529 million in the three months ended March 31, 2024.
In February 2024, we entered into a definitive agreement for the sale of two hospitals and certain related operations located in San Luis Obispo County, California (the “Central CA Hospitals”), all of which were held by our Hospital Operations segment. We completed the sale of the Central CA Hospitals in March 2024, resulting in the recognition of a pre-tax gain on sale of $278 million in the three months ended March 31, 2024.
Also in March 2024, we completed the sale of two ambulatory surgery centers located in South Carolina and held by our Ambulatory Care segment. We recognized a pre-tax gain of $23 million from this sale.
Gains recognized from the disposition of the assets described above are included in net gains on sales, consolidation and deconsolidation of facilities in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2024.
Assets and liabilities classified as held for sale at March 31, 2024 were comprised of the following:
Other current assets$6 
Other intangible assets16 
Other current liabilities(11)
Net assets held for sale$11 
The following table presents amounts included in income before income taxes, related to significant components of our business that were recently disposed of:
Three Months Ended March 31,
20242023
SC Hospitals (includes a $1.673 billion gain on sale in the 2024 period)
$1,686 $28 
OCLA CA Hospitals (includes a $529 million gain on sale in the 2024 period)
541 14 
Central CA Hospitals (includes a $278 million gain on sale in the 2024 period)
289 10 
Total$2,516 $52 
NOTE 5. IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITIONRELATED COSTS
Our impairment tests presume stable, improving or, in some cases, declining operating results in our facilities, which are based on programs and initiatives being implemented that are designed to achieve each facility’s most recent projections. If these projections are not met, or negative trends occur that impact our future outlook, future impairments of long‑lived assets and goodwill may occur, and we may incur additional restructuring charges, which could be material.
We record costs associated with restructuring efforts in our statement of operations as they are incurred. Our restructuring plans typically focus on the alignment of our operations in the most strategic and cost‑effective structure, such as the establishment of support operations at our GBC, among other things. Certain restructuring and acquisition‑related costs are based on estimates. Changes in estimates are recognized as they occur.
During the three months ended March 31, 2024, we recorded impairment and restructuring charges and acquisition‑related costs of $27 million, consisting of $14 million of restructuring charges, $12 million of acquisition‑related transaction costs and $1 million of impairment charges. Restructuring charges consisted of $7 million of legal costs related to the sale of certain businesses, $3 million related to the transition of various administrative functions to our GBC and $4 million of other restructuring costs.
During the three months ended March 31, 2023, we recorded impairment and restructuring charges and acquisition‑related costs of $21 million, consisting of $18 million of restructuring charges, $2 million of acquisition‑related costs and $1 million of impairment charges. Restructuring charges consisted of $4 million of employee severance costs, $4 million related to the transition of various administrative functions to our GBC, $4 million of legal costs related to the sale of certain businesses, $3 million of contract and lease termination fees and $3 million of other restructuring costs. Acquisition‑related costs consisted of $2 million of transaction costs.
10

NOTE 6. LONG-TERM DEBT
The table below presents our long‑term debt included in the accompanying Condensed Consolidated Balance Sheets:
 March 31, 2024December 31, 2023
Senior unsecured notes:  
6.125% due 2028
$2,500 $2,500 
6.875% due 2031
362 362 
Senior secured first lien notes:  
4.875% due 2026
 2,100 
5.125% due 2027
1,500 1,500 
4.625% due 2028
600 600 
4.250% due 2029
1,400 1,400 
4.375% due 2030
1,450 1,450 
6.125% due 2030
2,000 2,000 
6.750% due 2031
1,350 1,350 
Senior secured second lien notes:
6.250% due 2027
1,500 1,500 
Finance leases, mortgages and other notes324 361 
Unamortized issue costs and note discounts(107)(121)
Total long-term debt12,879 15,002 
Less: Current portion107 120 
Long-term debt, net of current portion$12,772 $14,882 
Senior Unsecured Notes and Senior Secured Notes
At March 31, 2024, we had senior unsecured notes and senior secured notes with aggregate principal amounts outstanding of $12.662 billion. These notes have fixed interest rates ranging from 4.250% to 6.875% and require semi‑annual interest payments in arrears. A payment of the principal and any accrued but unpaid interest is due upon the maturity date of the respective notes, which dates are staggered from February 2027 through November 2031.
In March 2024, we redeemed all $2.100 billion aggregate principal amount outstanding of our 4.875% senior secured first lien notes due 2026 in advance of their maturity date. We paid $2.100 billion using cash on hand to redeem the notes. In connection with the redemption, we recorded a loss from early extinguishment of debt of $8 million in the three months ended March 31, 2024, primarily related to the write-off of associated unamortized issuance costs.
Credit Agreement
We have a senior secured revolving credit facility (as amended, the “Credit Agreement”) that provides for revolving loans in an aggregate principal amount of up to $1.500 billion with a $200 million subfacility for standby letters of credit. Outstanding revolving loans accrue interest depending on the type of loan at either (a) a base rate plus an applicable margin ranging from 0.25% to 0.75% per annum or (b) Term Secured Overnight Financing Rate (“SOFR”), Daily Simple SOFR or the Euro Interbank Offered Rate (EURIBOR) (each, as defined in the Credit Agreement) plus an applicable margin ranging from 1.25% to 1.75% per annum and (in the case of Term SOFR and Daily Simple SOFR only) a credit spread adjustment of 0.10%, in each case based on available credit. An unused commitment fee payable on the undrawn portion of the revolving loans ranges from 0.25% to 0.375% per annum based on available credit. Our borrowing availability is based on a specified percentage of eligible inventory and accounts receivable, including self‑pay accounts. At March 31, 2024, we had no cash borrowings outstanding under the Credit Agreement, and we had less than $1 million of standby letters of credit outstanding. Based on our eligible receivables, $1.500 billion was available for borrowing under the Credit Agreement at March 31, 2024.
Letter of Credit Facility
We have a letter of credit facility (as amended to date, the “LC Facility”) that provides for the issuance, from time to time, of standby and documentary letters of credit in an aggregate principal amount of up to $200 million. We amended the LC Facility in September 2023 to, among other things, (1) extend the scheduled maturity date from September 12, 2024 to March 16, 2027, and (2) replace the London Interbank Offered Rate (LIBOR) with Term SOFR as the reference interest rate. Drawings under any letter of credit issued under the LC Facility that we have not reimbursed within three business days after notice thereof accrue interest at a base rate, as defined in the LC Facility, plus a margin of 0.50% per annum. An unused commitment fee is payable at an initial rate of 0.25% per annum with a step up to 0.375% per annum should our secured‑debt‑to‑EBITDA ratio equal or exceed 3.00 to 1.00 at the end of any fiscal quarter. A fee on the aggregate outstanding
11

amount of issued but undrawn letters of credit accrues at a rate of 1.50% per annum. An issuance fee equal to 0.125% per annum of the aggregate face amount of each outstanding letter of credit is payable to the account of the issuer of the related letter of credit. The LC Facility is subject to an effective maximum secured debt covenant of 4.25 to 1.00. At March 31, 2024, we had $110 million of standby letters of credit outstanding under the LC Facility.
NOTE 7. GUARANTEES
At March 31, 2024, the maximum potential amount of future payments under our income guarantees to certain physicians who agree to relocate and revenue collection guarantees to hospital‑based physician groups providing certain services at our hospitals was $316 million. We had a total liability of $246 million recorded for these guarantees included in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at March 31, 2024.
At March 31, 2024, we also had 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 $86 million. Of the total, $20 million relates to the obligations of consolidated subsidiaries, which obligations were recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheet at March 31, 2024.
NOTE 8. EMPLOYEE BENEFIT PLANS
Share-Based Compensation Plans
The accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 include $17 million and $14 million, respectively, of pre-tax compensation costs related to our stock‑based compensation arrangements.
Stock Options
The following table provides information about our stock option activity during the three months ended March 31, 2024:
 Number of OptionsWeighted Average
Exercise Price
Per Share
Aggregate
Intrinsic Value
Weighted Average
Remaining Life
   (In Millions) 
Outstanding at December 31, 2023
384,440 $22.79   
Exercised(94,560)$18.99   
Outstanding at March 31, 2024
289,880 $24.02 $24 4.1 years
The stock options exercised during the three months ended March 31, 2024 had an aggregate intrinsic value of $8 million. No stock options were exercised during the three months ended March 31, 2023, and we did not grant any stock options during either of the three-month periods in 2024 or 2023.

The following table provides additional information about our outstanding stock options, all of which were vested and exercisable, at March 31, 2024:
 Options Outstanding and Exercisable
Range of Exercise Prices Number of
Options
Weighted Average
Remaining
Contractual Life
Weighted Average
Exercise Price
Per Share
$18.99 to $20.609
161,285 3.5 years$19.99 
$20.61 to $35.430
128,595 4.8 years$29.07 
289,880 4.1 years$24.02 
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Restricted Stock Units
The following table presents information about our restricted stock unit (“RSU”) activity during the three months ended March 31, 2024:
Number of RSUsWeighted Average Grant
Date Fair Value Per RSU
Unvested at December 31, 20231,421,063 $66.46 
Granted527,897 $97.18 
Performance-based adjustment204,121 $66.42 
Vested(642,865)$65.22 
Forfeited(674)$67.77 
Unvested at March 31, 20241,509,542 $79.84 
We grant both time‑based RSUs that vest over a prescribed period and performance-based RSUs that vest subject to the achievement of specified performance goals within a pre‑established time frame. The performance-based RSUs may contain provisions that increase or decrease the number of RSUs that ultimately vest, depending upon the level of achievement. For certain of our performance‑based awards, the number of RSUs that ultimately vest is also subject to adjustment based on the achievement of a market‑based condition. These adjustments range from 0% to a maximum of 250% of the number of RSUs initially granted for awards made in 2024, from 0% to a maximum of 225% for awards made in 2023 and from 0% to 200% for awards granted prior to 2023.
The table below summarizes the time-based RSUs granted during the three months ended March 31, 2024:
No. of RSUs
Vesting Terms
247,136
RSUs will vest and be settled ratably over a three‑year period from the grant date
The table below summarizes the performance-based RSUs granted during the three months ended March 31, 2024:
No. of RSUs
Performance PeriodPotential Vesting Range
Vesting TermsMinimumMaximum
275,156
RSUs will vest and be settled on the third anniversary of the grant date
2024 to 2026
 %250 %
204,121
RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2021
5,605
RSUs will vest and be settled on the third anniversary of the grant date
2024 to 2026 %150 %
The table below summarizes the time-based RSUs granted during the three months ended March 31, 2023:
No. of RSUs
Vesting Terms
301,268
RSUs will vest and be settled ratably over a three‑year period from the grant date
42,626
RSUs will vest and be settled on the fifth anniversary of the grant date
33,586
RSUs vested and settled in December 2023
The table below summarizes the performance-based RSUs granted during the three months ended March 31, 2023:
No. of RSUs
Performance PeriodPotential Vesting Range
Vesting TermsMinimumMaximum
301,268
RSUs will vest and be settled on the third anniversary of the grant date
2023 to 2025
 %225 %
185,901
RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2020
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:
Three Months Ended March 31,
20242023
Expected volatility
34.9% - 52.1%
53.6% - 65.6%
Risk-free interest rate
4.4% - 4.9%
4.5% - 4.8%
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At March 31, 2024, there were $79 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 2.4 years.
USPI Management Equity Plan
USPI maintains a separate restricted stock plan (the “USPI Management Equity Plan”) under which it grants RSUs representing a contractual right to receive one share of USPI’s non‑voting common stock in the future. The vesting of RSUs granted under the USPI Management Equity Plan varies based on the terms of the underlying award agreement. Once the RSUs have vested and the subsequent requisite holding period is met, during specified times, the participant can sell the underlying shares to USPI at their estimated fair market value. At our sole discretion, the purchase of any non‑voting common shares can be made in cash or in shares of Tenet’s common stock.
The following table summarizes RSU activity under the USPI Management Equity Plan during the three months ended March 31, 2024:
Number of RSUsWeighted Average Grant
Date Fair Value Per RSU
Unvested at December 31, 2023607,984 $34.13 
Vested(605,987)$34.13 
Forfeited(1,997)$34.13 
Unvested at March 31, 2024 $34.13 
USPI did not make any grants under the USPI Management Equity Plan during the three months ended March 31, 2024 or 2023. At March 31, 2024, there were 453 thousand outstanding vested shares of non‑voting common stock eligible to be sold to USPI.
NOTE 9. EQUITY
The following tables present the changes in consolidated equity (dollars in millions, share amounts in thousands):
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained Earnings
(Accumulated
Deficit)
Treasury
Stock
Noncontrolling
Interests
Total Equity
Shares
Outstanding
Issued Par
Amount
Balances at December 31, 202399,950 $8 $4,834 $(181)$(192)$(2,861)$1,509 $3,117 
Net income— — — — 2,151 — 82 2,233 
Distributions paid to noncontrolling interests— — — — — — (78)(78)
Other comprehensive income— — — 2 — — — 2 
Sales of businesses and noncontrolling interests, net— — (5)— — — (23)(28)
Repurchases of common stock(2,811)— — — — (280)— (280)
Stock-based compensation expense and issuance of common stock534 — (23)— — — — (23)
Balances at March 31, 202497,673 $8 $4,806 $(179)$1,959 $(3,141)$1,490 $4,943 
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Treasury
Stock
Noncontrolling
Interests
Total Equity
Shares
Outstanding
Issued Par
Amount
Balances at December 31, 2022102,247 $8 $4,778 $(181)$(803)$(2,660)$1,317 $2,459 
Net income— — — — 143 — 74 217 
Distributions paid to noncontrolling interests— — — — — — (61)(61)
Other comprehensive income— — — 2 — — — 2 
Purchases of businesses and noncontrolling interests, net— — 2 — — — 17 19 
Repurchases of common stock(906)— — — — (50)— (50)
Stock-based compensation expense and issuance of common stock571 — (6)— — — — (6)
Balances at March 31, 2023101,912 $8 $4,774 $(179)$(660)$(2,710)$1,347 $2,580 
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Nonredeemable Noncontrolling Interests
Our nonredeemable noncontrolling interests balances at March 31, 2024 and December 31, 2023 were comprised of $183 million and $185 million, respectively, from our Hospital Operations segment, and $1.307 billion and $1.324 billion, respectively, from our Ambulatory Care segment. Net income amounts available to nonredeemable noncontrolling interests for the three months ended March 31, 2024 and 2023 in the tables above were comprised of $9 million and $5 million, respectively, from our Hospital Operations segment and $73 million and $69 million, respectively, from our Ambulatory Care segment.
Share Repurchase Program
In October 2022, our board of directors authorized the repurchase of up to $1 billion of our common stock through a share repurchase program. Repurchases may be made in open‑market or privately negotiated transactions, at management’s discretion subject to market conditions and other factors, and in a manner consistent with applicable securities laws and regulations. The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be suspended for periods or discontinued at any time before its scheduled expiration date of December 31, 2024.
The table below summarizes transactions completed under the repurchase program during the periods shown:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum Dollar Value of Shares That May Yet be Purchased Under the Program
 (In Thousands)(In Thousands)(In Millions)
Three Months Ended March 31, 2024:
January 1 through January 31, 2024$ $550 
February 1 through February 29, 2024$ $550 
March 1 through March 31, 20242,811$98.86 2,811$272 
Three Months Ended March 31, 2023:
January 1 through January 31, 2023$ $750 
February 1 through February 28, 2023$ $750 
March 1 through March 31, 2023906$55.03 906$700 
NOTE 10. NET OPERATING REVENUES
Net operating revenues for our Hospital Operations and Ambulatory Care segments primarily consist of net patient service revenues, principally for patients covered by Medicare, Medicaid, and managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients and other uninsured discount and charity programs. Net operating revenues for our Hospital Operations segment also include revenues from providing revenue cycle management and value‑based care services to hospitals, health systems, physician practices, employers and other clients.
The table below presents our sources of net operating revenues:
Three Months Ended March 31,
20242023
Hospital Operations:  
Net patient service revenues from hospitals and related outpatient facilities:
Medicare$610 $613 
Medicaid411 280 
Managed care2,656 2,503 
Uninsured19 31 
Indemnity and other154 140 
Total3,850 3,567 
Other revenues(1)
523 549 
Total Hospital Operations4,373 4,116 
Ambulatory Care995 905 
Net operating revenues$5,368 $5,021 
(1)Primarily revenue from physician practices and revenue cycle management. Revenue from revenue cycle management services is included in other revenues for all periods presented to conform with our new reporting segment structure.
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Estimated cost report settlements receivable, net of payables and valuation allowances were included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets (see Note 2). We believe that we have made adequate provision for any adjustments that may result from the final determination of amounts earned under all the above arrangements with Medicare and Medicaid.
The following table presents the composition of net operating revenues for our Ambulatory Care segment:
Three Months Ended March 31,
20242023
Net patient service revenues
$954 $868 
Management fees33 30 
Revenue from other sources8 7 
Net operating revenues$995 $905 
Performance Obligations
The following table includes 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:
  Nine Months EndingYears EndingLater Years
December 31,
 Total20242025202620272028
Performance obligations$5,854 $513 $684 $683 $683 $683 $2,608 
The amounts in the table primarily consist of revenue cycle management fixed fees, which are typically recognized ratably as the performance obligation is satisfied. The estimated revenue does not include volume‑ or contingency‑based contracts, variable‑based escalators, performance incentives, penalties or other variable consideration that is considered constrained. Our contract with Catholic Health Initiatives (“CHI”), a minority interest owner of Conifer Health Solutions, LLC, represents the majority of the fixed‑fee revenue related to remaining performance obligations. Conifer’s contract term with CHI ends December 31, 2032.
NOTE 11. INSURANCE
Property Insurance
We have property, business interruption and related insurance coverage to mitigate the financial impact of catastrophic events or perils that is subject to deductible provisions based on the terms of the policies. These policies are issued on an occurrence basis. For both the policy periods of April 1, 2022 through March 31, 2023 and April 1, 2023 through March 31, 2024, we have coverage totaling $850 million per occurrence, after deductibles and exclusions, with annual aggregate sub‑limits of $100 million for floods, $200 million for earthquakes in California, $200 million for all other earthquakes and a per‑occurrence sub‑limit of $200 million per named windstorm with no annual aggregate. With respect to fires and other perils, excluding floods, earthquakes and named windstorms, the total $850 million limit of coverage per occurrence applies. Deductibles are 5% of insured values for earthquakes in California and named windstorms, and 2% of insured values for earthquakes in the New Madrid fault zone, each with a maximum deductible per claim of $25 million. All other covered losses are subject to a minimum deductible of $5 million per occurrence.
We also purchase cyber liability insurance from third parties. During the three months ended March 31, 2023, we received $31 million of insurance recoveries related to a cybersecurity incident that occurred in 2022. Of the amounts received, we recorded $27 million as net operating revenues during the same three-month period in 2023. We did not receive any insurance recoveries or recognize additional recoveries in net operating revenues during the three months ended March 31, 2024.
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 March 31, 2024 and December 31, 2023, the aggregate current and long‑term professional and general liability reserves in the accompanying Condensed Consolidated Balance Sheets were $1.060 billion and $1.046 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
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risks, including incurred but not reported claims, for which we do not have insurance coverage. Malpractice expense of $70 million and $91 million was included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, respectively.
NOTE 12. CLAIMS AND LAWSUITS
We operate in a highly regulated and litigious industry. Healthcare companies are subject to numerous investigations by various governmental agencies. Further, private parties have the right to bring qui tam or “whistleblower” lawsuits against companies that allegedly submit false claims for payments to, or improperly retain overpayments from, the government and, in some states, private payers. We and our subsidiaries have received inquiries in recent years from government agencies, and we may receive similar inquiries in future periods. We are also subject to class action lawsuits, employment‑related claims and other legal actions in the ordinary course of business, including potential claims related to, among other things, the care and treatment provided at our hospitals and outpatient facilities, the application of various federal and state labor and privacy laws, tax audits and other matters. Some of these actions may involve large demands, as well as substantial defense costs. We cannot predict the outcome of current or future legal actions against us or the effect that judgments or settlements in such matters may have on us; however, we believe that the ultimate resolution of our existing ordinary‑course claims and lawsuits will not have a material effect on our business or financial condition.
New claims or inquiries may be initiated against us from time to time. These matters could (1) require us to pay substantial damages or amounts in judgments or settlements, which, individually or in the aggregate, could exceed amounts, if any, that may be recovered under our insurance policies where coverage applies and is available, (2) cause us to incur substantial expenses, (3) require significant time and attention from our management, and (4) cause us to close or sell hospitals or otherwise modify the way we conduct business.
We record accruals for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and we can reasonably estimate the amount of the loss or a range of loss. Significant judgment is required in both the determination of the probability of a loss and the determination as to whether a loss is reasonably estimable. These determinations are updated at least quarterly and are adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and technical experts, and other information and events pertaining to a particular matter, but are subject to significant uncertainty regarding numerous factors that could affect the ultimate loss levels. If a loss on a material matter is reasonably possible and estimable, we disclose an estimate of the loss or a range of loss. We do not disclose an estimate when we have concluded that a loss is either not reasonably possible or a loss, or a range of loss, is not reasonably estimable, based on available information. Given the inherent uncertainties associated with material legal matters, especially those involving governmental agencies, and the indeterminate damages sought in some cases, we are unable to predict the ultimate liability we may incur from such matters, and an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.
The following table presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs:
Balances at
Beginning
of Period
Litigation and
Investigation
Costs
Cash
Payments
OtherBalances at
End of
Period
Three Months Ended March 31, 2024$40 $4 $(15)$(1)$28 
Three Months Ended March 31, 2023$51 $4 $(5)$ $50 
NOTE 13. REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES
Certain of our investees’ partnership and operating agreements contain terms that, upon the occurrence of specified events, could obligate us to purchase some or all of the noncontrolling interests related to our consolidated subsidiaries. The noncontrolling interests subject to these provisions, and the income attributable to those interests, are not included as part of our equity and are presented as redeemable noncontrolling interests in the accompanying Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023.
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The following table presents the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries for the periods presented:
 Three Months Ended March 31,
 20242023
Balances at beginning of period $2,391 $2,149 
Net income101 79 
Distributions paid to noncontrolling interests(84)(73)
Purchases and sales of businesses and noncontrolling interests, net320 70 
Balances at end of period $2,728 $2,225 
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:
 March 31, 2024December 31, 2023
Hospital Operations