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TENET HEALTHCARE CORP

For the period ended Jun 30, 2025. Filed Jul 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 30, 2025

THC$283.33-1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-04-29.

0000070318-25-000017

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-07-30.

0000070318-25-000039

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 172 previous paragraphs and 186 current paragraphs.

106 unchanged; 52 reworded; 26 added; 11 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 27 previous and 29 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

In July 2025, the Republican budget reconciliation package, the One Big Beautiful Bill Act (“OBBBA”), was signed into law, enacting significant changes to, among other things, the federal tax code and U.S. healthcare policy, coverage and reimbursement systems. While the most substantial healthcare provisions are not scheduled to take effect until 2027 and thereafter, the OBBBA introduces new limitations and eligibility requirements that are expected to materially impact Medicaid funding and enrollment, as well as the health insurance marketplace. We are unable to predict at this time how states will implement various requirements of the law. In addition, we are currently evaluating the OBBBA’s modifications to sections of the Internal Revenue Code related to the deductibility of depreciation and business interest expense, certain of which will become effective in 2025. Additional discussion about the OBBBA’s expected impact on healthcare in the U.S. is set forth in the Government Programs section, and the tax-related provisions of the law are described in further detail in the Income Tax Expense section of Results of Operations, both below.

Current report

In the six months ended June 30, 2025, we repurchased $1.095 billion of our common stock pursuant to our share repurchase program. With the new authorization of an additional $1.500 billion under the program (as described above), $1.781 billion was available for repurchases of common stock as of July 22, 2025.

Current report

Supplies expense for our Hospital Operations segment decreased by $9 million, or 1.5%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This change was primarily due to the divestiture of the AL Hospitals during 2024, partially offset by an increase in same-hospital patient admissions and higher acuity during the 2025 period. On a per adjusted admission basis, supplies expense increased by 6.3% in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Current report

The impact of the recently enacted OBBBA is expected to be far-reaching, with significant implications for states, their healthcare programs and consumers. Key provisions, the most significant of which are set to take effect beginning in 2027, include new Medicaid work requirements, caps on state-directed payments, limits on provider taxes, stricter eligibility checks, financial incentives for accurate state administration and reforms to federal subsidies.

Current report

Once the OBBBA is implemented, the Congressional Budget Office anticipates that millions of individuals could lose health insurance between now and 2034. With respect to Medicaid, these coverage losses may primarily be attributable to policy changes, including the aforementioned work requirements, more frequent eligibility reviews and limits on eligibility. With respect to individuals who purchase Affordable Care Act coverage through state and federal marketplaces, these losses may primarily be attributable to changes in pre-verification requirements and limits to tax credit eligibility. The number of individuals losing health insurance will vary across states, depending on a number of different factors. States are awaiting additional guidance from federal agencies on several provisions and are likely to have variation in the details of how they will implement the provisions of the law.

Current report

Because most states must operate with balanced budgets, and the Medicaid program is generally a significant portion of a state’s budget, states can be expected to reevaluate their financial plans for 2026 and beyond. The OBBBA’s legislative and forthcoming regulatory changes may result in material reductions to Medicaid payments, changes to Medicaid supplemental payment programs and payment delays. Federal government denials or delayed approvals of state waiver applications or extension requests could also materially impact Medicaid funding levels, most significantly in those states that have expanded Medicaid.

Current report

At this time, we cannot estimate the OBBBA’s impact, nor can we predict the timing of that impact, on our future business, financial condition or results of operations, however, we may experience decreased payments from Medicare, Medicaid and other government programs, as well as delays in the timing of payments to our facilities.

Current report

Proposed Payment and Policy Changes to the Medicare Outpatient Prospective Payment and Ambulatory Surgery Center Payment Systems—In July 2025, CMS released the proposed policy changes and payment rates for the Hospital Outpatient Prospective Payment System (“OPPS”) and Ambulatory Surgical Center Payment System for Calendar Year (“CY”) 2026 (“Proposed OPPS/ASC Rule”). CMS projects that the impact of the payment and policy changes in the Proposed OPPS/ASC Rule will yield an average 0.7% net increase in Medicare FFS OPPS payments for propriety hospitals in CY 2026. The proposed net increase includes a reduction in overall Medicare FFS OPPS payments for propriety hospitals due to CMS’ proposal to revise its November 2023 final rule entitled Hospital OPPS: Remedy for 340B-Acquired Drug Payment Policy for CYs 2018‑2022. In the prior rule, CMS proposed a reduction in non-drug items and services by 0.5% per year until the prescribed payment reduction total had been recouped in full. This revised 340B remedy provision in the Proposed OPPS/ASC Rule updates the annual offset percentage for non-drug items and services from 0.5% to 2.0% starting in CY 2026; CMS estimates this increased offset will remain in effect until CY 2031. In addition, CMS projects that the impact of the payment and policy changes in the Proposed OPPS/ASC Rule will yield an average increase of 2.4% in Medicare FFS ASC payments.

Current report

Consolidated net operating revenues increased $18 million, or 0.2%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Our Hospital Operations segment’s net operating revenues decreased by $310 million, or 3.7%, during the six months ended June 30, 2025 compared to the same period in 2024. This decrease was primarily attributable to the sales of the SC Hospitals, OCLA CA Hospitals, Central CA Hospitals and AL Hospitals during 2024. The impact of these sales was partially offset by a more favorable payer mix, higher patient admissions and acuity, growth in Medicaid supplemental revenue, and negotiated commercial rate increases in the 2025 period.

Current report

During the six months ended June 30, 2025, net operating revenues in our Ambulatory Care segment increased by $328 million, or 15.4%, as compared to the same period in 2024. This increase was driven by incremental revenue from our recent acquisitions, net of the impact of the closure and sale of certain facilities, as well as growth in same‑facility net operating revenues, reflecting higher net revenue per case.

Current report

Same‑hospital salaries, wages and benefits expense increased by $82 million, or 2.3%, in the six months ended June 30, 2025 compared to the same period in 2024. This increase was driven by the same factors described above. As a percentage of net operating revenues, same‑hospital salaries, wages and benefits decreased by 160 basis points to 45.8% in the six months ended June 30, 2025 compared to the same period in 2024.

Current report

Same‑hospital supplies expense increased by $62 million, or 5.5%, in the six months ended June 30, 2025 compared to the same period in 2024. This increase was driven by the same factors described above. Same‑hospital supplies expense as a percentage of net operating revenues in the six months ended June 30, 2025 was consistent with the same period in 2024.

Current report

Same‑hospital other operating expenses increased by $79 million, or 4.5%, in the six months ended June 30, 2025 compared to the same period in 2024. This increase was primarily attributable to the same factors discussed above. Same‑hospital other operating expenses as a percentage of net operating revenues decreased by 40 basis points to 22.8% for the six months ended June 30, 2025 compared to 23.2% for the six months ended June 30, 2024.

Current report

Our Ambulatory Care segment’s net operating revenues increased by $129 million, or 11.3%, during the three months ended June 30, 2025 compared to the same period in 2024. The change was driven by an $84 million increase in same‑facility net operating revenues, reflecting higher net revenue per case, as well as a $45 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities.

Current report

Net operating revenues increased by $328 million, or 15.4%, during the six months ended June 30, 2025 compared to the same period in 2024. The change was driven by a $169 million increase in same‑facility net operating revenues, reflecting higher net revenue per case, as well as a $159 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities.

Current report

Salaries, wages and benefits expense increased by $88 million, or 16.9%, during the six months ended June 30, 2025 compared to the same period in 2024. This change was driven by a $56 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities, and an increase of $32 million in same‑facility salaries, wages and benefits expense. As a percentage of net operating revenues, salaries, wages and benefits expense increased to 24.7% for the six months ended June 30, 2025 from 24.4% for the same period in 2024.

Current report

Supplies expense increased by $77 million, or 13.4%, during the six months ended June 30, 2025 compared to the same period in 2024. The change was driven by a $44 million increase in same‑facility supplies expense, due primarily to higher patient acuity, and a $33 million increase related to our recent acquisitions, net of the impact of the closure and sale of certain facilities. Supplies expense as a percentage of net operating revenues decreased to 26.4% for the six months ended June 30, 2025 from 26.8% for the same period in 2024.

Current report

Other operating expenses increased by $49 million, or 15.6%, during the six months ended June 30, 2025 compared to the same period in 2024. The change was driven by a $40 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities, and a $9 million increase in same‑facility other operating expenses. Other operating expenses as a percentage of net operating revenues increased to 14.8% for the six months ended June 30, 2025 from 14.7% for the six months ended June 30, 2024.

Current report

Acquisition-related costs consisted entirely of transaction costs for all of the periods in the table above.

Current report

Net Losses (Gains) on Sales, Consolidation and Deconsolidation of Facilities

Current report

We recorded net losses from the sale, consolidation and deconsolidation of facilities totaling $38 million and $16 million during the three and six months ended June 30, 2025, respectively. During the three months ended June 30, 2025, we recorded net losses of $42 million associated with the consolidation of certain facilities, partially offset by net gains of $4 million from the sale of facilities, all within our Ambulatory Care segment. During the six-month period, we recorded net losses of $33 million related to the consolidation of certain facilities by our Ambulatory Care segment, partially offset by a gain of $10 million related to post-closing adjustments from the divestiture of the AL Hospitals by our Hospital Operations segment, net gains of $4 million from the sale of facilities by our Ambulatory Care segment and a gain of $3 million related to other activity.

Current report

We are currently evaluating the implications of the OBBBA, but we do not believe it will have a material impact on current year tax expense. Taxable income and current tax liability will be reduced due to the reinstatement of 100% bonus depreciation and changes to business interest deduction limitations. Under section 740 of the Accounting Standards Codification, the effects of the tax law changes are recognized in the period of enactment, which will be the three months ending September 30, 2025.
Removed paragraphs (11)

Previous report

More specifically, we are also unable to predict the effect of future government healthcare funding policy changes on our business. The Medicare and Medicaid programs are subject to:

Previous report

•statutory and regulatory changes, administrative and judicial rulings, executive orders, interpretations and determinations concerning eligibility requirements, funding levels and the method of calculating reimbursements, among other things;

Previous report

Our Ambulatory Care segment’s net operating revenues increased by $199 million, or 20.0%, during the three months ended March 31, 2025 compared to the same period in 2024. The change was driven by a $114 million increase from acquisitions, net of the impact of facility closures, as well as an $85 million increase in same‑facility net operating revenues, reflecting higher net revenue per case.

Previous report

Acquisition-related costs incurred during both the three months ended March 31, 2025 and 2024 consisted entirely of transaction costs.

Previous report

We recorded gains from the sale, consolidation and deconsolidation of facilities totaling $22 million during the three months ended March 31, 2025, including $10 million related to post‑closing adjustments on the 2024 sale of the AL Hospitals and aggregate gains of $12 million primarily related to the consolidation of certain facilities by our Ambulatory Care segment.

Previous report

2025 period; and (3) lower capital expenditures of $67 million during the three months ended March 31, 2025 compared to the same period in 2024.
Reworded paragraphs (52)

Previous wording

Our business consists of our Hospital Operations and Services (“Hospital Operations”) segment and our Ambulatory Care segment. Our Hospital Operations segment is comprised of our acute care and specialty hospitals, a network of employed physicians and ancillary outpatient facilities. At March 31, 2025, our subsidiaries operated 49 hospitals serving primarily urban and suburban communities in eight states. Our Hospital Operations segment also included 134 outpatient facilities at March 31, 2025, including urgent care centers (each, a “UCC”), imaging centers, off‑campus hospital emergency departments and micro‑hospitals. In addition, our Hospital Operations segment provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients through our Conifer Health Solutions, LLC joint venture.

Current wording

Our business consists of our Hospital Operations and Services (“Hospital Operations”) segment and our Ambulatory Care segment. Our Hospital Operations segment is comprised of our acute care and specialty hospitals, a network of employed physicians and ancillary outpatient facilities. At June 30, 2025, our subsidiaries operated 49 hospitals serving primarily urban and suburban communities in eight states. Our Hospital Operations segment also included 134 outpatient facilities at June 30, 2025, including urgent care centers, imaging centers, off‑campus hospital emergency departments and micro‑hospitals. In addition, our Hospital Operations segment provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients through our Conifer Health Solutions, LLC joint venture.

Previous wording

Our Ambulatory Care segment, through our USPI Holding Company, Inc. subsidiary (“USPI”), held ownership interests in 520 ambulatory surgery centers (each, an “ASC”), 380 of which are consolidated, and 25 surgical hospitals, seven of which are consolidated, in 37 states at March 31, 2025. USPI’s facilities offer a range of procedures and service lines, including, among other specialties: orthopedics, total joint replacement, and spinal and other musculoskeletal procedures; gastroenterology; pain management; otolaryngology (ear, nose and throat); ophthalmology; and urology.

Current wording

Our Ambulatory Care segment, through our USPI Holding Company, Inc. subsidiary (“USPI”), held ownership interests in 521 ambulatory surgery centers (each, an “ASC”), 385 of which are consolidated, and 26 surgical hospitals, eight of which are consolidated, in 37 states at June 30, 2025. USPI’s facilities offer a range of procedures and service lines, including, among other specialties: orthopedics, total joint replacement, and spinal and other musculoskeletal procedures; gastroenterology; pain management; otolaryngology (ear, nose and throat); ophthalmology; and urology.

Previous wording

In certain cases, information presented in MD&A for our Hospital Operations segment is described as presented on a same‑hospital basis, which includes facilities we operated for the entirety of the periods presented. For the three-month periods ended March 31, 2025 and 2024, information presented on a same‑hospital basis includes the results of our same hospitals and those outpatient centers we operated throughout both periods, and excludes the results of: (1) Westover Hills Baptist Hospital, the acute care hospital we opened in Texas in July 2024; (2) a rehabilitation hospital in El Paso, Texas, in which we acquired a majority ownership interest in September 2024; (3) three hospitals located in South Carolina and certain related operations (the “SC Hospitals”) we sold in January 2024; (4) four hospitals and certain related operations located in Orange County and Los Angeles County, California (the “OCLA CA Hospitals”) we sold in March 2024; (5) two hospitals and certain related operations located in San Luis Obispo County, California (the “Central CA Hospitals”), which we also sold in March 2024; (6) five hospitals and certain related operations located in Alabama we divested in September 2024 (the “AL Hospitals”); and (7) businesses classified as discontinued operations for accounting purposes during those periods, along with other ancillary facilities acquired or divested during the reporting periods that have a limited financial or operational impact. We present same‑hospital data because we believe it provides investors with useful information regarding the performance of our current portfolio of hospitals and other operations that are comparable for the periods presented. Furthermore, same‑hospital data may more clearly reflect recent trends we are experiencing with respect to volumes, revenues and expenses exclusive of variations caused by the addition or disposition of individual hospitals and other operations.

Current wording

In certain cases, information presented in MD&A for our Hospital Operations segment is described as presented on a same‑hospital basis, which includes facilities we operated for the entirety of the periods presented. For the six-month periods ended June 30, 2025 and 2024, information presented on a same‑hospital basis includes the results of our same hospitals and those outpatient centers we operated throughout both periods, and excludes the results of: (1) Westover Hills Baptist Hospital, the acute care hospital we opened in Texas in July 2024; (2) a rehabilitation hospital in El Paso, Texas, in which we acquired a majority ownership interest in September 2024; (3) three hospitals located in South Carolina and certain related operations (the “SC Hospitals”) we sold in January 2024; (4) four hospitals and certain related operations located in Orange County and Los Angeles County, California (the “OCLA CA Hospitals”) we sold in March 2024; (5) two hospitals and certain related operations located in San Luis Obispo County, California (the “Central CA Hospitals”), which we also sold in March 2024; (6) five hospitals and certain related operations located in Alabama we divested in September 2024 (the “AL Hospitals”); and (7) businesses classified as discontinued operations for accounting purposes during those periods, along with other ancillary facilities acquired or divested during the reporting periods that have a limited financial or operational impact. We present same‑hospital data because we believe it provides investors with useful information regarding the performance of our current portfolio of hospitals and other operations that are comparable for the periods presented. Furthermore, same‑hospital data may more clearly reflect recent trends we are experiencing with respect to volumes, revenues and expenses exclusive of variations caused by the addition or disposition of individual hospitals and other operations.

Previous wording

In the three months ended March 31, 2025, we repurchased $348 million of our common stock pursuant to a $1.500 billion share repurchase program our board of directors authorized in July 2024. This program has no expiration date, it does not obligate us to acquire any particular amount of common stock, and it may be suspended for periods or discontinued at any time. At March 31, 2025, there was $1.028 billion available under this program for future repurchases.

Current wording

In July 2025, our board of directors authorized a $1.500 billion increase to the $1.500 billion share repurchase program it originally authorized in July 2024, which program has no expiration date. 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. Our 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.

Previous wording

In the Management Overview section of MD&A in our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”), we describe several trends impacting the healthcare industry, as well as other factors affecting the environment in which we operate, including staffing and labor trends, supply chain operational challenges, general economic and geopolitical conditions, and the impact of potential changes in federal and state healthcare laws, regulations, funding policies and reimbursement practices. In addition, the potential for new or increased tariffs on various goods including, but not limited to, medical supplies, pharmaceuticals and capital equipment has created further uncertainty within the healthcare sector. While we closely monitor developments in international trade policy, including those related to tariffs imposed or proposed by the U.S. government and its trading partners, the scope, implementation timeline and duration of such measures remain unclear. As a result, we are unable to predict if or to what extent future tariff actions will materially impact our supply chain, capital expenditures or operating costs.

Current wording

In the Management Overview section of MD&A in our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”), we describe several trends impacting the healthcare industry, as well as other factors affecting the environment in which we operate, including staffing and labor trends, supply chain operational challenges, general economic and geopolitical conditions, and the impact of potential changes in federal and state healthcare laws, regulations, funding policies and reimbursement practices. In addition, the potential for new or increased tariffs on various goods including, but not limited to, medical supplies, pharmaceuticals and capital equipment has created further uncertainty within the healthcare sector. While we closely monitor developments in international trade policy, including those related to tariffs imposed or proposed by the U.S. government and its trading partners, the scope, implementation timeline and duration of such measures remain unclear. As a result, we are unable to predict if or to what extent future tariff actions could materially impact our supply chain, capital expenditures or operating costs.

Previous wording

Total admissions decreased by 16,284, or 11.9%, total emergency department visits decreased by 77,512, or 12.0%, and total surgeries decreased by 15,718, or 19.2% in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decreases in our volumes were primarily related to the sales of the SC Hospitals, the OCLA CA Hospitals, the Central CA Hospitals and the AL Hospitals (together, the “Divested Hospitals”) in 2024.

Current wording

Total admissions decreased by 7,663, or 6.1%, total emergency department visits decreased by 55,161, or 9.4%, and total surgeries decreased by 10,870, or 13.7%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decreases in our volumes were primarily related to the divestiture of the AL Hospitals in September 2024, partially offset by an increase in our same‑hospital admissions during the period in 2025.

Previous wording

The 13.7% increase in our Ambulatory Care segment’s total consolidated cases in the three months ended March 31, 2025, as compared to the same period in 2024, was primarily attributable to incremental case volume from our newly acquired ASCs, net of the impact of the closure and deconsolidation of certain facilities.

Current wording

The 17.2% increase in our Ambulatory Care segment’s total consolidated cases in the three months ended June 30, 2025, as compared to the same period in 2024, was primarily attributable to incremental case volume from our recent acquisitions, net of the impact of the closure and sale of certain facilities, as well as service line growth during 2025.

Previous wording

Consolidated net operating revenues decreased by $145 million, or 2.7%, in the three months ended March 31, 2025 compared to the same period in 2024. The decrease of $344 million, or 7.9%, in our Hospital Operations segment’s net operating revenues for the three‑month period in 2025 compared to the same period in 2024 was primarily due to the sales of the Divested Hospitals, partially offset by the positive impact of a more favorable payer mix, higher patient volume and acuity, and negotiated commercial rate increases in the 2025 period.

Current wording

Consolidated net operating revenues increased by $163 million, or 3.2%, in the three months ended June 30, 2025 compared to the same period in 2024. The increase of $34 million, or 0.9%, in our Hospital Operations segment’s net operating revenues for the three‑month period in 2025, as compared to the same period in 2024, was primarily due to the positive impact of a more favorable payer mix, higher patient acuity and same-hospital admissions, growth in Medicaid supplemental revenue, and negotiated commercial rate increases in the 2025 period, partially offset by the divestiture of the AL Hospitals.

Previous wording

Net operating revenues in our Ambulatory Care segment increased by $199 million, or 20.0%, in the three months ended March 31, 2025 compared to the same period in 2024. This change was primarily driven by our newly acquired ASCs, net of the impact of the closure and deconsolidation of certain facilities, as well as higher net revenue per case in the 2025 period.

Current wording

Net operating revenues in our Ambulatory Care segment increased by $129 million, or 11.3%, in the three months ended June 30, 2025 compared to the same period in 2024. This change was primarily driven by our recent acquisitions, net of the impact of the closure and sale of certain facilities, as well as higher net revenue per case and service line growth in the 2025 period.

Previous wording

Salaries, wages and benefits expense for our Hospital Operations segment decreased by $260 million, or 12.5%, in the three months ended March 31, 2025 compared to the same period in 2024. This decrease was primarily attributable to the sales of the Divested Hospitals and lower contract labor and premium pay costs, partially offset by annual merit increases for certain of our employees, an increase in incentive compensation expense, and higher recruiting and retention costs. On a per adjusted admission basis, salaries, wages and benefits expense in our Hospital Operations segment during the three months ended March 31, 2025 did not change significantly from the same period in 2024.

Current wording

Salaries, wages and benefits expense for our Hospital Operations segment decreased by $38 million, or 2.0%, in the three months ended June 30, 2025 compared to the same period in 2024. This decrease was primarily attributable to the divestiture of the AL Hospitals in September 2024, as well as lower contract labor and premium pay costs and a decrease in incentive compensation expense during the 2025 period. These factors were partially offset by higher health benefits costs, an increase in recruiting and retention expense, and annual merit increases for certain of our employees. On a per adjusted admission basis, salaries, wages and benefits expense in our Hospital Operations segment during the three months ended June 30, 2025 increased by 5.6% compared to the same period in 2024.

Previous wording

Other operating expenses for our Hospital Operations segment decreased by $97 million, or 9.6%, in the three months ended March 31, 2025 compared to the same period in 2024. This decrease was primarily attributable to the sales of the Divested Hospitals, partially offset by increases in medical fees and malpractice expense. On a per adjusted admission basis, other operating expenses during the three months ended March 31, 2025 increased by 3.3% compared to the same period in 2024, primarily due to the factors discussed above.

Current wording

Other operating expenses for our Hospital Operations segment decreased by $45 million, or 4.6%, in the three months ended June 30, 2025 compared to the same period in 2024. This decrease was primarily attributable to the divestiture of the AL Hospitals, as well as a reduction in malpractice expense, partially offset by an increase in professional and consulting fees. On a per adjusted admission basis, other operating expenses during the three months ended June 30, 2025 increased by 2.9% compared to the same period in 2024.

Previous wording

Cash and cash equivalents were $2.999 billion at March 31, 2025 compared to $3.019 billion at December 31, 2024. Significant cash flow items in the three months ended March 31, 2025 included:

Current wording

Cash and cash equivalents were $2.625 billion at June 30, 2025 compared to $2.999 billion at March 31, 2025. Significant cash flow items in the three months ended June 30, 2025 included:

Previous wording

•Net cash provided by operating activities before interest, taxes, impairment and restructuring charges, and acquisition‑related costs, and litigation costs and settlements of $957 million;

Current wording

•Net cash provided by operating activities before interest, taxes, impairment and restructuring charges, and acquisition‑related costs, and litigation costs and settlements of $1.516 billion;

Previous wording

•$348 million of payments to purchase approximately 2,629 thousand shares of our common stock; and

Current wording

•$747 million of payments to purchase approximately 4,601 thousand shares of our common stock;

Previous wording

•Distributions paid to noncontrolling interests totaling $189 million;

Current wording

•Distributions paid to noncontrolling interests totaling $185 million; and

Previous wording

Net cash provided by operating activities was $815 million in the three months ended March 31, 2025 compared to $586 million in the three months ended March 31, 2024. Key factors contributing to the change between the 2025 and 2024 periods included the following:

Current wording

Net cash provided by operating activities was $1.751 billion in the six months ended June 30, 2025 compared to $1.333 billion in the six months ended June 30, 2024. Key factors contributing to the change between the 2025 and 2024 periods included the following:

Previous wording

•An increase in net income before interest, taxes, depreciation and amortization, impairment and restructuring charges, acquisition‑related costs, litigation costs and settlements, loss from early extinguishment of debt, other non-operating income or expense, and net gains on sales, consolidation and deconsolidation of facilities of $139 million;

Current wording

•An increase in net income before interest, taxes, depreciation and amortization, impairment and restructuring charges, acquisition‑related costs, litigation costs and settlements, loss from early extinguishment of debt, other non-operating income or expense, and net gains on sales, consolidation and deconsolidation of facilities of $315 million;

Previous wording

•Interest payments that were $63 million lower in the 2025 period; and

Current wording

•Interest payments that were $60 million lower in the 2025 period; and

Previous wording

Over the past several years, various laws and regulations lengthened the enrollment period, expanded income eligibility, and reduced premium caps for subsidies for individuals purchasing Affordable Care Act coverage through state and federal marketplaces – all of which led to increased enrollment numbers, particularly in states that have not expanded Medicaid. Certain of these provisions are set to expire at the end of 2025; if they are not extended, it could result in significant increases in premiums, potentially leading to decreased enrollment and a corresponding rise in the uninsured or a shift of individuals from commercial coverage to government program coverage beginning in 2026. In such a case, we could experience decreased patient volumes, reduced revenues and an increase in uncompensated care, which would adversely affect our results of operations and cash flows. We cannot predict whether or how Congress may extend or modify provisions of or relating to the Affordable Care Act or other laws affecting the healthcare industry generally, nor can we predict how the current administration will influence, promulgate or implement rules, regulations or executive orders that affect the healthcare industry directly or indirectly. We may also experience potential impacts on our business, in ways we cannot anticipate, from healthcare‑related policy changes at the state level. Some federal and state changes, initiatives and requirements could, among other things, negatively impact our patient volumes, case mix and revenue mix, increase our operating costs, adversely affect the reimbursement we receive for our services, impact our competitive position or require us to expend resources to modify certain aspects of our operations.

Current wording

Over the past several years, various laws and regulations lengthened the enrollment period, expanded income eligibility, and reduced premium caps for subsidies for individuals purchasing Affordable Care Act coverage through state and federal marketplaces – all of which led to increased enrollment numbers, particularly in states that have not expanded Medicaid. Certain of these provisions are set to expire at the end of 2025; if they are not extended, increases in premiums, which could be significant, are likely, potentially leading to decreased enrollment and a corresponding rise in the uninsured or a shift of individuals from commercial coverage to government program coverage beginning in 2026. In such a case, we may experience decreased patient volumes, reduced revenues and an increase in uncompensated care, which would adversely affect our results of operations and cash flows.

Previous wording

Any of these factors could materially increase or decrease payments from these government programs in the future, as well as affect the cost of providing services to our patients and the timing of payments to our facilities. If the rates paid by governmental payers are reduced, if the scope of services covered by governmental payers is limited, if eligibility or enrollment is further restricted, if there are changes to align payment rates for certain procedures across various care settings, or if we or one or more of our hospitals are excluded from participation in the Medicare or Medicaid program or any other government healthcare program, there could be a material adverse effect on our business, financial condition, results of operations or cash flows.

Current wording

We also cannot predict whether or how Congress may further extend or modify provisions of or relating to the Affordable Care Act, the OBBBA or other laws affecting the healthcare industry generally, nor can we predict how the current administration might further influence, promulgate or implement rules, regulations or executive orders that affect the healthcare industry directly or indirectly. If the rates paid by governmental payers are materially reduced, if the scope of services covered by governmental payers is significantly limited, if eligibility or enrollment is further restricted, if there are changes to align payment rates for certain procedures across various care settings in a site neutral manner, or if we or one or more of our hospitals are excluded from participation in the Medicare or Medicaid program or any other government healthcare program, there may be a material adverse effect on our business, financial condition, results of operations or cash flows. Future federal and state healthcare funding policy changes, along with other initiatives and requirements, may, among other things, adversely affect our patient volumes, case mix and revenue mix, increase our operating costs, materially reduce the reimbursement we receive for our services, diminish our competitive position or require us to expend resources to modify certain aspects of our operations.

Previous wording

Medicare offers its beneficiaries different ways to obtain their medical benefits. One option, the Original Medicare Plan (which includes “Part A” and “Part B”), is a fee‑for‑service (“FFS”) payment system. The other option, called Medicare Advantage (sometimes called “Part C” or “MA Plans”), includes health maintenance organizations (“HMOs”), preferred provider organizations (“PPOs”), private FFS Medicare special needs plans and Medicare medical savings account plans. Our total net patient service revenues from operation of the hospitals and related outpatient facilities in our Hospital Operations segment for services provided to patients enrolled in the Original Medicare Plan were $548 million and $610 million for the three months ended March 31, 2025 and 2024, respectively. A general description of the types of payments we receive for services provided to patients enrolled in the Original Medicare Plan is provided in our Annual Report. Recent regulatory and legislative updates to the terms of these payment systems and their estimated effect on our revenues can be found under “Regulatory and Legislative Updates” below.

Current wording

Medicare offers its beneficiaries different ways to obtain their medical benefits. One option, the Original Medicare Plan (which includes “Part A” and “Part B”), is a fee‑for‑service (“FFS”) payment system. The other option, called Medicare Advantage (sometimes called “Part C” or “MA Plans”), includes health maintenance organizations (“HMOs”), preferred provider organizations (“PPOs”), private FFS Medicare special needs plans and Medicare medical savings account plans. Our total net patient service revenues from operation of the hospitals and related outpatient facilities in our Hospital Operations segment for services provided to patients enrolled in the Original Medicare Plan were $530 million and $518 million for the three months ended June 30, 2025 and 2024, respectively, and $1.078 billion and $1.128 billion for the six months ended June 30, 2025 and 2024, respectively. A general description of the types of payments we receive for services provided to patients enrolled in the Original Medicare Plan is provided in our Annual Report. Recent regulatory and legislative updates to the terms of these payment systems and their estimated effect on our revenues can be found under “Regulatory and Legislative Updates” below.

Previous wording

Medicaid programs and the corresponding reimbursement methodologies vary from state‑to‑state and from year‑to‑year. In addition to traditional Medicaid programs, we also receive DSH and other supplemental revenues under various state Medicaid programs. All Medicaid patient service revenue is presented net of provider taxes or assessments paid by our hospitals. During the three months ended March 31, 2025 and 2024, revenue from Medicaid programs included $326 million and $339 million, respectively, of revenue attributable to DSH and other supplemental programs. During both of the three-month periods ended March 31, 2025 and 2024, revenue from Medicaid programs constituted approximately 11% of our total net patient services revenues.

Current wording

Medicaid programs and the corresponding reimbursement methodologies vary from state‑to‑state and from year‑to‑year. In addition to traditional Medicaid programs, we also receive DSH and other supplemental revenues under various state Medicaid programs. All Medicaid patient service revenue is presented net of provider taxes or assessments paid by our hospitals. During the three and six months ended June 30, 2025 and 2024, revenue from Medicaid programs included $351 million and $286 million, respectively, and $677 million and $625 million, respectively, of revenue attributable to DSH and other supplemental programs. Revenue from Medicaid programs constituted approximately 11% of our total net patient services revenues during each of the six-month periods ended June 30, 2025 and 2024.

Previous wording

Because we cannot predict what actions the federal government or the states may take under existing or future legislation and/or regulatory changes to address budget gaps, deficits, Medicaid expansion, Medicaid eligibility redeterminations, provider fee programs, state‑directed payment programs or Medicaid Section 1115 waivers, we are unable to assess the effect that any such legislation or regulatory action might have on our business; however, the impact on our future financial position, results of operations or cash flows could be material.

Current wording

Because we cannot predict what actions the federal government or the states may take under existing or future legislation and/or regulatory changes to address budget gaps, deficits, Medicaid expansion, Medicaid eligibility redeterminations, provider fee programs, state‑directed payment programs or Medicaid Section 1115 waivers, we are unable to assess the effect that any such legislation or regulatory action might have on our business; however, the impact on our future financial position, results of operations or cash flows may be material.

Previous wording

As described in detail in our Annual Report, in addition to payments from government programs, we receive revenue under contracts with commercial insurers, including both managed care arrangements with various HMOs and PPOs and indemnity‑based agreements. These contracts offer varying structures for patient access, utilization and reimbursement. Our top 10 managed care payers generated 69% of our managed care net patient service revenues for the three months ended March 31, 2025. During the same period, national payers generated 48% of our managed care net patient service revenues; the remainder came from regional or local payers.

Current wording

As described in detail in our Annual Report, in addition to payments from government programs, we receive revenue under contracts with commercial insurers, including both managed care arrangements with various HMOs and PPOs and indemnity‑based agreements. These contracts offer varying structures for patient access, utilization and reimbursement. Our top 10 managed care payers generated 69% of our managed care net patient service revenues for the six months ended June 30, 2025. During the same period, national payers generated 48% of our managed care net patient service revenues; the remainder came from regional or local payers.

Previous wording

The amount of our managed care net patient service revenues, including Medicare and Medicaid managed care programs, from our hospitals and related outpatient facilities during the three months ended March 31, 2025 and 2024 was $2.400 billion and $2.656 billion, respectively. All Medicaid managed care patient service revenue is presented net of provider taxes or assessments paid by our hospitals.

Current wording

The amount of our managed care net patient service revenues, including Medicare and Medicaid managed care programs, from our hospitals and related outpatient facilities during the three months ended June 30, 2025 and 2024 was $2.423 billion and $2.383 billion, respectively, and $4.823 billion and $5.039 billion during the six months ended June 30, 2025 and 2024, respectively. All Medicaid managed care patient service revenue is presented net of provider taxes or assessments paid by our hospitals.

Previous wording

Same‑hospital net operating revenues increased by $246 million, or 6.5%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the positive impact of a more favorable payer mix, higher patient volume and acuity, and negotiated commercial rate increases in the 2025 period.

Current wording

Same‑hospital net operating revenues increased by $206 million, or 5.5%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to the positive impact of a more favorable payer mix, higher patient admissions and acuity, growth in Medicaid supplemental revenue, and negotiated commercial rate increases in the 2025 period. Same‑hospital net operating revenues increased by $452 million, or 6.0%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the factors discussed above.

Previous wording

Same‑hospital salaries, wages and benefits expense increased by $23 million, or 1.3%, in the three months ended March 31, 2025 compared to the same period in 2024. This change was primarily attributable to annual merit increases for certain of our employees, an increase in incentive compensation expense, and higher recruiting and retention costs, partially offset by a decrease in contract labor and premium pay costs. Same‑hospital salaries, wages and benefits expense as a percentage of net operating revenues decreased by 230 basis points to 45.3% in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current wording

Same‑hospital salaries, wages and benefits expense increased by $59 million, or 3.3%, in the three months ended June 30, 2025 compared to the same period in 2024. This change was primarily attributable to higher health benefits costs, an increase in recruiting and retention expense, and annual merit increases for certain of our employees. These factors were partially offset by a decrease in contract labor and premium pay costs, as well as lower incentive compensation expense. Same‑hospital salaries, wages and benefits expense as a percentage of net operating revenues decreased by 100 basis points to 46.3% in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Previous wording

Same‑hospital supplies expense increased by $30 million, or 5.4%, in the three months ended March 31, 2025 compared to the same period in 2024. This increase was driven by higher patient volumes and acuity, partially offset by our previously-discussed cost‑efficiency measures. Same‑hospital supplies expense as a percentage of net operating revenues in the three months ended March 31, 2025 was consistent with the same period in 2024.

Current wording

Same‑hospital supplies expense increased by $32 million, or 5.7%, in the three months ended June 30, 2025 compared to the same period in 2024. This increase was driven by higher patient admissions and acuity, partially offset by our continued focus on cost‑efficiency measures, which include product standardization, contract management, improved utilization, bulk purchases, focused spending and operational improvements, among others. Same‑hospital supplies expense as a percentage of net operating revenues in the three months ended June 30, 2025 was consistent with the same period in 2024.

Previous wording

Same‑hospital other operating expenses increased by $53 million, or 6.3%, in the three months ended March 31, 2025 compared to the same period in 2024. This increase was primarily attributable to higher medical fees and malpractice expense during the 2025 period. Other operating expenses as a percentage of net operating revenues for the three months ended March 31, 2025 was consistent with the same period in 2024.

Current wording

Same‑hospital other operating expenses increased by $26 million, or 2.9%, in the three months ended June 30, 2025 compared to the same period in 2024. This change was primarily attributable to increases in our medical fees, software costs, and professional and consulting fees, partially offset by lower malpractice expense during the 2025 period. Same‑hospital other operating expenses as a percentage of net operating revenues decreased by 50 basis points to 23.3% for the three months ended June 30, 2025 compared to 23.8% for the three months ended June 30, 2024.

Previous wording

Salaries, wages and benefits expense increased by $58 million, or 24.5%, during the three months ended March 31, 2025 compared to the same period in 2024. This change was driven by a $45 million increase from acquisitions, net of the impact of facility closures, and an increase of $13 million in same‑facility salaries, wages and benefits expense. As a percentage of net operating revenues, salaries, wages and benefits expense increased to 24.7% for the three months ended March 31, 2025 from 23.8% for the same period in 2024.

Current wording

Salaries, wages and benefits expense increased by $30 million, or 10.6%, during the three months ended June 30, 2025 compared to the same period in 2024. This change was driven by an increase of $19 million in same‑facility salaries, wages and benefits expense, and an $11 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities. As a percentage of net operating revenues, salaries, wages and benefits expense decreased to 24.7% for the three months ended June 30, 2025 from 24.9% for the same period in 2024.

Previous wording

Supplies expense increased by $44 million, or 16.1%, during the three months ended March 31, 2025 compared to the same period in 2024. The change was driven by a $23 million increase in same‑facility supplies expense, due primarily to higher patient acuity, and an increase of $21 million related to our acquisitions, net of the impact of the closure of certain facilities. Supplies expense as a percentage of net operating revenues decreased to 26.6% for the three months ended March 31, 2025 from 27.5% for the same period in 2024.

Current wording

Supplies expense increased by $33 million, or 11.0%, during the three months ended June 30, 2025 compared to the same period in 2024. The change was driven by a $21 million increase in same‑facility supplies expense, due primarily to higher patient acuity, and a $12 million increase related to our recent acquisitions, net of the impact of the closure and sale of certain facilities. Supplies expense as a percentage of net operating revenues decreased to 26.1% for the three months ended June 30, 2025 from 26.2% for the same period in 2024.

Previous wording

Other operating expenses increased by $33 million, or 22.6%, during the three months ended March 31, 2025 compared to the same period in 2024. The change was driven by a $28 million increase from acquisitions, net of the impact of facility closures, and a $5 million increase in same‑facility other operating expenses. Other operating expenses as a percentage of net operating revenues for the three months ended March 31, 2025 did not change significantly from the three months ended March 31, 2024.

Current wording

Other operating expenses increased by $16 million, or 9.5%, during the three months ended June 30, 2025 compared to the same period in 2024. The change was driven by a $12 million increase from our recent acquisitions, net of the impact of the closure and sale of certain facilities, and a $4 million increase in same‑facility other operating expenses. Other operating expenses as a percentage of net operating revenues decreased to 14.6% for the three months ended June 30, 2025 from 14.8% for the same period in 2024.

Previous wording

We commenced operations at two de novo ASCs during the three months ended March 31, 2025. During the same period, we paid an aggregate of $17 million to acquire controlling ownership interests in four ASCs in which we did not have a prior investment, as well as three previously unconsolidated facilities. In addition, we ceased operations at four ASCs during the three months ended March 31, 2025.

Current wording

We commenced operations at two de novo ASCs during the six months ended June 30, 2025. During the same period, we paid an aggregate of $138 million to acquire controlling ownership interests in 11 ASCs and one surgical hospital, in which we had no prior investment, as well as six previously unconsolidated facilities. In addition, we ceased operations at 10 ASCs during the six months ended June 30, 2025.

Previous wording

Restructuring charges during the three months ended March 31, 2025 included $7 million of contract and lease termination fees, $3 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 $2 million of employee severance costs.

Current wording

Restructuring charges during the three months ended June 30, 2025 included $4 million related to the transition of various administrative functions to our GBC, $3 million of contract and lease termination fees, $2 million of employee severance costs and $1 million of other restructuring costs. During the three months ended June 30, 2024, restructuring charges consisted of $7 million of legal costs related to the sale of certain businesses, $5 million of employee severance costs, $2 million related to the transition of various administrative functions to our GBC and $4 million of other restructuring costs.

Previous wording

Litigation and investigation costs totaled $17 million during the three months ended March 31, 2025 and $4 million for the same period in 2024.

Current wording

Litigation and investigation costs totaled $28 million and $45 million during the three and six months ended June 30, 2025, respectively, and $5 million and $9 million for the same periods in 2024, respectively.

Previous wording

We recorded gains from the sale, consolidation and deconsolidation of facilities totaling $2.500 billion during the three months ended March 31, 2024. This activity included a pre‑tax gain of $1.673 billion related to our sale of the SC Hospitals, a pre‑tax gain of $529 million from the sale of the OCLA CA Hospitals, a pre‑tax gain of $278 million from our sale of the Central CA Hospitals and a gain of $23 million from the sale of two ASCs.

Current wording

We recorded gains from the sale, consolidation and deconsolidation of facilities totaling $58 million and $2.558 billion during the three and six months ended June 30, 2024, respectively. In the three months ended June 30, 2024, we recorded a gain of $36 million from the consolidation of certain facilities in which we previously owned a noncontrolling interest and a gain of $20 million from the sale of an ASC, all related to our Ambulatory Care segment. During the six months ended June 30, 2024, we also recognized a gain of $1.677 billion related to our sale of the SC Hospitals, a gain of $526 million from the sale of the OCLA CA Hospitals, a gain of $275 million from our sale of the Central CA Hospitals and a gain of $23 million from the sale of two ASCs by our Ambulatory Care segment.

Previous wording

Interest expense for the three months ended March 31, 2025 was $204 million compared to $218 million for the same period in 2024.

Current wording

Interest expense for the three and six months ended June 30, 2025 was $206 million and $410 million, respectively, compared to $203 million and $421 million, respectively, for the same periods in 2024.

Previous wording

We did not incur any losses related to the early extinguishment of debt during the three months ended March 31, 2025. We incurred a loss of $8 million during the three months ended March 31, 2024 related to the redemption of our 4.875% senior secured first lien notes due 2026 in advance of their maturity date. This loss derived from the write-off of unamortized issuance costs associated with these notes.

Current wording

We did not incur any losses related to the early extinguishment of debt during the six months ended June 30, 2025. We incurred a loss of $8 million during the six months ended June 30, 2024 related to the redemption of our 4.875% senior secured first lien notes due 2026 in advance of their maturity date. This loss derived from the write-off of unamortized issuance costs associated with these notes.

Previous wording

Income before income taxes for the three months ended March 31, 2025 and 2024 was $765 million and $3.084 billion, respectively. The decrease in our valuation allowance during the three months ended March 31, 2025 was related to interest expense limitations and changes in realizability of deferred tax assets. The decrease in our valuation allowance during the three months ended March 31, 2024 was primarily related to the utilization of interest expense carryforwards primarily due to gains from sales of facilities.

Current wording

Income before income taxes for the three months ended June 30, 2025 and 2024 was $642 million and $587 million, respectively, and $1.407 billion and $3.671 billion for the six months ended June 30, 2025 and 2024, respectively. The decrease in our valuation allowance during the three months ended June 30, 2025 was related to interest expense limitations and changes in realizability of deferred tax assets. The decrease in our valuation allowance during the six months ended June 30, 2025 was related to interest expense limitations and changes in realizability of deferred tax assets. The increase in our valuation allowance during the three months ended June 30, 2024 was related to state interest limitations and the utilization of interest expense carryforwards. The decrease in our valuation allowance during the six months ended June 30, 2024 was primarily related to the utilization of interest expense carryforwards primarily due to gains from sales of facilities and state interest limitations.

Previous wording

Interest payments, net of capitalized interest, were $99 million and $162 million in the three months ended March 31, 2025 and 2024, respectively.

Current wording

Interest payments, net of capitalized interest, were $399 million and $459 million in the six months ended June 30, 2025 and 2024, respectively.

Showing the first 40 of 52 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

•Purchases of businesses or joint venture interests, net of cash acquired, of $120 million.

Current report — wording carried from elsewhere

Restructuring charges during the six months ended June 30, 2025 included $10 million of contract and lease termination fees, $7 million related to the transition of various administrative functions to our GBC, $4 million of employee severance costs, $3 million of legal costs related to the sale of certain businesses and $1 million of other restructuring costs. Restructuring charges for the six months ended June 30, 2024 consisted of $14 million of legal costs related to the sale of certain businesses, $6 million of employee severance costs, $5 million related to the transition of various administrative functions to our GBC and $7 million of other restructuring costs.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Supplies expense for our Hospital Operations segment decreased by $65 million, or 9.9%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the sales of the Divested Hospitals and our continued focus on cost‑efficiency measures, which include product standardization, contract management, improved utilization, bulk purchases, focused spending and operational improvements, among others. These factors were partially offset by an increase in our patient volumes and acuity. On a per adjusted admission basis, supplies expense increased by 2.8% in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous report — wording carried elsewhere

During the three months ended March 31, 2024, 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.

Previous report — wording carried elsewhere

Net Gains on Sales, Consolidation and Deconsolidation of Facilities