INCOME TAXES
Income before income taxes for continuing operations for the years ended December 31, 2025, 2024 and 2023 consisted of the following:
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| | Years Ended December 31, |
| | 2025 | | 2024 | | 2023 |
| Domestic | $ | 2,805 | | | $ | 5,251 | | | $ | 1,620 | |
| Foreign | (5) | | | (3) | | | (3) | |
| | $ | 2,800 | | | $ | 5,248 | | | $ | 1,617 | |
The provision for income taxes for the years ended December 31, 2025, 2024 and 2023 consisted of the following:
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| | Years Ended December 31, |
| | 2025 | | 2024 | | 2023 |
| Current tax expense: | | | | | |
| Federal | $ | 305 | | | $ | 926 | | | $ | 208 | |
| State | 119 | | | 361 | | | 46 | |
| | | | | |
| | 424 | | | 1,287 | | | 254 | |
| Deferred tax expense (benefit): | | | | | |
| Federal | 18 | | | (92) | | | 55 | |
| State | (9) | | | (11) | | | (3) | |
| | | | | |
| | 9 | | | (103) | | | 52 | |
| Total tax expense | $ | 433 | | | $ | 1,184 | | | $ | 306 | |
A reconciliation between the amount of reported income tax expense and the amount computed by multiplying income before income taxes by the statutory federal tax rate is presented below.
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| | Years Ended December 31, |
| | 2025 | | 2024 | | 2023 |
| Amount | | Percent | | Amount | | Percent | | Amount | | Percent |
| Tax expense at statutory federal rate | $ | 588 | | | 21.0 | % | | $ | 1,102 | | | 21.0 | % | | $ | 340 | | | 21.0 | % |
| Domestic federal tax | | | | | | | | | | | |
| Nontaxable or nondeductible items: | | | | | | | | | | | |
| Tax benefit attributable to noncontrolling interests | (202) | | | (7.2) | % | | (181) | | | (3.4) | % | | (147) | | | (9.1) | % |
| Nondeductible goodwill | — | | | — | % | | 161 | | | 3.1 | % | | — | | | — | % |
| Other | (2) | | | (0.1) | % | | 7 | | | 0.1 | % | | 7 | | | 0.4 | % |
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| | | | | | | | | | | |
| Stock-based compensation tax benefit | (11) | | | (0.4) | % | | (9) | | | (0.2) | % | | (2) | | | (0.1) | % |
| Other | (21) | | | (0.7) | % | | (5) | | | (0.1) | % | | 4 | | | 0.2 | % |
| State and local income taxes, net of federal income tax effect | 82 | | | 2.9 | % | | 278 | | | 5.3 | % | | 11 | | | 0.7 | % |
| | | | | | | | | | | |
| Changes in valuation allowances | (3) | | | (0.1) | % | | (184) | | | (3.5) | % | | 68 | | | 4.2 | % |
| Changes in prior year unrecognized tax benefits | 2 | | | 0.1 | % | | 15 | | | 0.3 | % | | 25 | | | 1.6 | % |
| | | | | | | | | | | |
| Income tax expense | $ | 433 | | | 15.5 | % | | $ | 1,184 | | | 22.6 | % | | $ | 306 | | | 18.9 | % |
During the year ended December 31, 2025, state and local income taxes in California, Michigan and Texas comprised the majority of state and local income taxes, net of federal effect category. During 2024, state and local income taxes in California and South Carolina comprised the majority of state and local income taxes, net of federal effect category. During 2023, state and local income taxes in California and Florida comprised the majority of state and local income taxes, net of federal effect category.
Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The following table presents those significant components of our deferred tax assets and liabilities, including any valuation allowance:
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| | December 31, 2025 | | December 31, 2024 |
| | Assets | | Liabilities | | Assets | | Liabilities |
| Depreciation and fixed-asset differences | $ | 3 | | | $ | 419 | | | $ | — | | | $ | 373 | |
| Reserves related to restructuring charges | 6 | | | — | | | 4 | | | — | |
| Receivables (doubtful accounts and adjustments) | 222 | | | 1 | | | 245 | | | — | |
| | | | | | | |
| Accruals for retained insurance risks | 271 | | | — | | | 253 | | | — | |
| Intangible assets | — | | | 512 | | | — | | | 504 | |
| Other long-term liabilities | 34 | | | — | | | 34 | | | — | |
| Benefit plans | 240 | | | — | | | 235 | | | — | |
| Other accrued liabilities | 42 | | | — | | | 50 | | | — | |
| Investments and other assets | — | | | 185 | | | — | | | 160 | |
| Interest expense limitation | 84 | | | — | | | 57 | | | — | |
| Net operating loss carryforwards | 126 | | | — | | | 122 | | | — | |
| Stock-based compensation | 24 | | | — | | | 13 | | | — | |
| Right-of-use lease assets and obligations | 123 | | | 109 | | | 123 | | | 107 | |
| Other items | 55 | | | — | | | 19 | | | — | |
| | 1,230 | | | 1,226 | | | 1,155 | | | 1,144 | |
| Valuation allowance | (160) | | | | | (158) | | | — | |
| | $ | 1,070 | | | $ | 1,226 | | | $ | 997 | | | $ | 1,144 | |
The table below presents a reconciliation of the deferred tax assets and liabilities and the corresponding amounts reported in the accompanying Consolidated Balance Sheets:
| | | | | | | | | | | |
| | December 31, |
| | 2025 | | 2024 |
| Deferred income tax assets | $ | 84 | | | $ | 80 | |
| Deferred tax liabilities | (240) | | | (227) | |
| Net deferred tax liability | $ | (156) | | | $ | (147) | |
During the year ended December 31, 2025, the valuation allowance increased by $2 million, including an increase of $11 million due to limitations on the tax deductibility of interest expense, and a decrease of $9 million due to changes in the expected realizability of deferred tax assets. The balance in the valuation allowance as of December 31, 2025 was $160 million. During the year ended December 31, 2024, the valuation allowance decreased by $90 million, including a decrease of $180 million primarily for utilization of interest expense carryforwards due to gains from sales of facilities, an increase of $92 million due to an acquisition, and a decrease of $2 million due to changes in the expected realizability of deferred tax assets. The balance in the valuation allowance as of December 31, 2024 was $158 million. During the year ended December 31, 2023, the valuation allowance increased by $71 million, including an increase of $73 million due to limitations on the tax deductibility of interest expense, and a decrease of $2 million due to changes in the expected realizability of deferred tax assets. The balance in the valuation allowance as of December 31, 2023 was $248 million.
Income taxes paid during the years ended December 31, 2025, 2024 and 2023 consisted of the following:
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| | Years Ended December 31, |
| | 2025 | | 2024 | | 2023 | |
| U.S Federal income taxes | $ | 324 | | | $ | 943 | | | $ | 194 | | |
| U.S. state and local income taxes: | | | | | | |
| California | 39 | | | 72 | | | — | | (1) |
| South Carolina | — | | (1) | 118 | | | — | | (1) |
| Texas | — | | (1) | — | | (1) | 12 | | |
| Other | 87 | | | 138 | | | 37 | | |
| 126 | | | 328 | | | 49 | | |
| | | | | | |
| Total income taxes paid | $ | 450 | | | $ | 1,271 | | | $ | 243 | | |
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| (1) | The amount of income taxes paid during the year does not meet the 5% disaggregation threshold. |
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We account for uncertain tax positions in accordance with FASB ASC 740-10-25, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The following table summarizes the total changes in unrecognized tax benefits during the years ended December 31, 2025, 2024 and 2023. The additions and reductions for tax positions include the impact of items for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductions. Such amounts include unrecognized tax benefits that have impacted deferred tax assets and liabilities at December 31, 2025, 2024 and 2023.
| | | | | |
| | Unrecognized Tax Benefits |
| Balance at December 31, 2022 | $ | 34 | |
| Increases due to tax positions taken in prior periods | 31 | |
| |
| Reductions due to a lapse of statute of limitations | (1) | |
| Balance at December 31, 2023 | 64 | |
| Increases due to tax positions taken in prior periods | 10 | |
| Reductions due to settlements with taxing authorities | (3) | |
| |
| Balance at December 31, 2024 | 71 | |
| Increases due to tax positions taken in prior periods | 2 | |
| Reductions due to settlements with taxing authorities | (4) | |
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| Balance at December 31, 2025 | $ | 69 | |
The total amount of unrecognized tax benefits as of December 31, 2025 was $69 million, all of which, if recognized, would affect our effective tax rate and income tax benefit. Income tax expense in the year ended December 31, 2025 included a benefit of $1 million attributable to a decrease in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of December 31, 2024 was $71 million, of which $69 million, if recognized, would affect our effective tax rate and income tax benefit. Income tax expense in the year ended December 31, 2024 included expense of $9 million attributable to an increase in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of December 31, 2023 was $64 million, of which $63 million, if recognized, would affect our effective tax rate and income tax benefit from continuing operations. Income tax expense in the year ended December 31, 2023 included expense of $24 million attributable to an increase in our estimated liabilities for uncertain tax positions, net of related deferred tax effects.
Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. Approximately $4 million of interest and penalties related to accrued liabilities for uncertain tax positions are included in the accompanying Consolidated Statement of Operations for the year ended December 31, 2025. Total accrued interest and penalties on unrecognized tax benefits as of December 31, 2025 were $10 million.
The IRS has completed audits of our tax returns for all tax years ended on or before December 31, 2007. All disputed issues with respect to these audits have been resolved and all related tax assessments (including interest) have been paid. Our tax returns for years ended after December 31, 2007 and USPI’s tax returns for years ended after December 31, 2021 remain subject to audit by the IRS.
At December 31, 2025, our carryforwards available to offset future taxable income consisted of (1) federal net operating loss (“NOL”) carryforwards of approximately $291 million pre‑tax, $140 million of which expires in 2026 to 2037 and $151 million of which has no expiration date, for which the associated deferred tax benefit net of valuation allowance is $2 million, (2) capital loss carryforwards of $100 million, for which the deferred tax benefit net of valuation allowance is $23 million and (3) state NOL carryforwards of approximately $2.937 billion expiring in 2026 through 2045 for which the associated deferred tax benefit, net of valuation allowance and federal tax impact, is approximately $23 million. Most of the federal net operating loss carryforward is subject to separate return limitation year restrictions under the Internal Revenue Code and may only be utilized to offset taxable income of certain entities. Our ability to utilize NOL carryforwards to reduce future taxable income may be limited under Section 382 of the Internal Revenue Code if certain ownership changes in our company occur during a rolling three‑year period. These ownership changes include purchases of common stock under share repurchase programs, the offering of stock by us, the purchase or sale of our stock by 5% shareholders, as defined in the Treasury regulations, or the issuance or exercise of rights to acquire our stock. If such ownership changes by 5% shareholders result in aggregate increases that exceed 50 percentage points during the three‑year period, then Section 382 imposes an annual limitation on the amount of our taxable income that may be offset by the NOL carryforwards or tax credit carryforwards at the time of ownership change.