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.
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.
The following table presents information about selected operating expenses by segment on a continuing operations basis:
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Increase
(Decrease) |
| | 2025 | | 2024 | |
| Hospital Operations: | | | | | | |
| Salaries, wages and benefits | | $ | 1,824 | | | $ | 2,084 | | | (12.5) | % |
| Supplies | | 589 | | | 654 | | | (9.9) | % |
| Other operating expenses | | 911 | | | 1,008 | | | (9.6) | % |
| Total | | $ | 3,324 | | | $ | 3,746 | | | (11.3) | % |
| Ambulatory Care: | | | | | | |
| Salaries, wages and benefits | | $ | 295 | | | $ | 237 | | | 24.5 | % |
| Supplies | | 318 | | | 274 | | | 16.1 | % |
| Other operating expenses | | 179 | | | 146 | | | 22.6 | % |
| Total | | $ | 792 | | | $ | 657 | | | 20.5 | % |
| Total: | | | | | | |
| Salaries, wages and benefits | | $ | 2,119 | | | $ | 2,321 | | | (8.7) | % |
| Supplies | | 907 | | | 928 | | | (2.3) | % |
| Other operating expenses | | 1,090 | | | 1,154 | | | (5.5) | % |
| Total | | $ | 4,116 | | | $ | 4,403 | | | (6.5) | % |
Rent/lease expense(1): | | | | | | |
| Hospital Operations | | $ | 53 | | | $ | 68 | | | (22.1) | % |
| Ambulatory Care | | 43 | | | 35 | | | 22.9 | % |
| Total | | $ | 96 | | | $ | 103 | | | (6.8) | % |
| | | | | | | | |
| | |
| (1) | Included in other operating expenses. |
The following table presents information about our Hospital Operations segment’s selected operating expenses per adjusted admission on a continuing operations basis:
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Increase
(Decrease) |
| | 2025 | | 2024 | |
| | | |
| Salaries, wages and benefits per adjusted admission | | $ | 8,564 | | | $ | 8,572 | | | (0.1) | % |
| Supplies per adjusted admission | | 2,763 | | | 2,688 | | | 2.8 | % |
| Other operating expenses per adjusted admission | | 4,278 | | | 4,140 | | | 3.3 | % |
| Total per adjusted admission | | $ | 15,605 | | | $ | 15,400 | | | 1.3 | % |
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.
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.
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.
LIQUIDITY AND CAPITAL RESOURCES OVERVIEW
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:
•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;
•$173 million of capital expenditures;
•Distributions paid to noncontrolling interests totaling $189 million;
•$348 million of payments to purchase approximately 2,629 thousand shares of our common stock; and
•Interest payments of $99 million.
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:
•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;
•Interest payments that were $63 million lower in the 2025 period; and
•The timing of working capital items.
FORWARD-LOOKING STATEMENTS
This report includes “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements, other than statements of historical or present facts, that address activities, events, outcomes, business strategies and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, target, estimate or anticipate (and other similar expressions) will, should or may occur in the future are forward‑looking statements, including (but not limited to) disclosures regarding (1) our future earnings, financial position, and operational and strategic initiatives, (2) developments in the healthcare industry, and (3) the anticipated impacts of economic and public health conditions and government actions on our business. Forward‑looking statements represent management’s expectations, based on currently available information, as to the outcome and timing of future events, but, by their nature, address matters that are indeterminate. They involve known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward‑looking statements. Such factors include, but are not limited to, the risks described in the Forward‑Looking Statements and Risk Factors sections in Part I of our Annual Report.
When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements in our Annual Report and in this report. Should one or more of the risks and uncertainties described in these reports occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward‑looking statement. We specifically disclaim any obligation to update any information contained in a forward‑looking statement or any forward‑looking statement in its entirety except as required by law.
All forward‑looking statements attributable to us are expressly qualified in their entirety by this cautionary information.
SOURCES OF REVENUE FOR OUR HOSPITAL OPERATIONS SEGMENT
We earn revenues for patient services from a variety of sources, primarily managed care payers and the federal Medicare program, as well as state Medicaid programs, indemnity‑based health insurance companies and uninsured patients (that is, patients who do not have health insurance and are not covered by some other form of third‑party arrangement).
The following table presents the sources of net patient service revenues for our hospitals and related outpatient facilities, expressed as percentages of net patient service revenues from all sources on a continuing operations basis:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Increase
(Decrease)(1) | |
| | 2025 | | 2024 | | | |
| Medicare | | 15.7 | % | | 15.8 | % | | (0.1) | % | | | |
| Medicaid | | 10.9 | % | | 10.7 | % | | 0.2 | % | | | |
Managed care(2) | | 69.0 | % | | 69.0 | % | | — | % | | | |
| Uninsured | | 1.0 | % | | 0.5 | % | | 0.5 | % | | | |
| Indemnity and other | | 3.4 | % | | 4.0 | % | | (0.6) | % | | | |
| | | | | | | | |
| | |
| (1) | The change is the difference between the 2025 and 2024 percentages presented. |
| (2) | Includes Medicare and Medicaid managed care programs. |
Our payer mix on an admissions basis for our hospitals, expressed as a percentage of total admissions from all sources on a continuing operations basis, is presented below:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Increase
(Decrease)(1) | |
| Admissions from: | | 2025 | | 2024 | | | |
| Medicare | | 19.5 | % | | 19.8 | % | | (0.3) | % | | | |
| Medicaid | | 3.7 | % | | 4.5 | % | | (0.8) | % | | | |
Managed care(2) | | 69.2 | % | | 68.0 | % | | 1.2 | % | | | |
| Charity and uninsured | | 4.0 | % | | 4.2 | % | | (0.2) | % | | | |
| Indemnity and other | | 3.6 | % | | 3.5 | % | | 0.1 | % | | | |
| | | | | | | | |
| | |
| (1) | The change is the difference between the 2025 and 2024 percentages presented. |
| (2) | Includes Medicare and Medicaid managed care programs. |
GOVERNMENT PROGRAMS
The Centers for Medicare & Medicaid Services (“CMS”) is an agency of the U.S. Department of Health and Human Services that administers a number of government programs authorized by federal law; it is the single largest payer of healthcare services in the United States. Medicare is a federally funded health insurance program primarily for individuals 65 years of age and older, as well as some younger people with certain disabilities and conditions, and is provided without regard to income or assets. Medicaid is co‑administered by the states and is jointly funded by the federal government and state governments. Medicaid is the nation’s main public health insurance program for people with low incomes and is the largest source of health coverage in the United States. The Children’s Health Insurance Program (“CHIP”), which is also co‑administered by the states and jointly funded, provides health coverage to children in families with incomes too high to qualify for Medicaid, but too low to afford private coverage. Unlike Medicaid, the CHIP is limited in duration and requires the enactment of reauthorizing legislation. Funding for the CHIP has been reauthorized through federal fiscal year (“FFY”) 2029.
Potential Changes in Healthcare Policy
The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”), extended health coverage to millions of uninsured legal U.S. residents through a combination of private sector health insurance reforms and public program expansion. The expansion of Medicaid in 40 states (including four of the eight states in which we operate acute care hospitals) and the District of Columbia is currently financed through:
•negative “productivity adjustments” to the annual market basket updates, which began in 2011 and do not expire under current law; and
•reductions to Medicare and Medicaid disproportionate share hospital (“DSH”) payments, which began for Medicare payments in FFY 2014 and, under current law, are scheduled to commence for Medicaid payments on October 1, 2025.
The expansion of health insurance coverage under the Affordable Care Act resulted in an increase in the number of patients using our facilities with either private or public program coverage and a decrease in uninsured and charity care admissions. Although a substantial portion of our patient volumes and, as a result, our revenues have historically been derived from government healthcare programs, reductions to our reimbursement under the Medicare and Medicaid programs due to the Affordable Care Act have been partially offset by increased revenues from providing care to previously uninsured individuals.
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.
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:
•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;
•requirements for utilization review; and
•federal and state funding restrictions.
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.
Medicare
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.
Medicaid
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.
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.
Regulatory and Legislative Updates
Material updates to the information set forth in our Annual Report about the Medicare and Medicaid payment systems, as well as other government programs impacting our business, are provided below.
Proposed Payment and Policy Changes to the Medicare Inpatient Prospective Payment Systems—Section 1886(d) of the Social Security Act requires CMS to update Medicare inpatient FFS payment rates for hospitals reimbursed under the inpatient prospective payment systems (“IPPS”) annually. The updates generally become effective October 1, the beginning of the FFY. In April 2025, CMS issued proposed changes to the Hospital Inpatient Prospective Payment Systems for Acute Care Hospitals and Fiscal Year 2026 Rates (“Proposed IPPS Rule”). According to CMS, the combined impact of the proposed payment and policy changes in the Proposed IPPS Rule for operating costs will yield an average 3.4% increase in Medicare operating payments for propriety hospitals in FFY 2026.
MANAGED CARE
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.
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.
UNINSURED PATIENTS
Uninsured patients are patients who do not qualify for government programs payments, such as Medicare and Medicaid, do not have some form of private insurance and, therefore, are responsible for their own medical bills. We provide financial assistance through our Compact with Uninsured Patients, which is designed to offer discounts to certain uninsured patients, and our charity and uninsured discount programs for uninsured patients who are unable to pay for the healthcare services they receive. 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:
| | | | | | | | | | | | | | | |
|
| | 2025 | | 2024 | |
| Estimated costs for: | | | | | |
| Uninsured patients | | $ | 114 | | | $ | 139 | | |
| Charity care patients | | 17 | | | 21 | | |
| Total | | $ | 131 | | | $ | 160 | | |
| | | | | |
RESULTS OF OPERATIONS
The following table presents our consolidated net operating revenues, operating expenses and operating income, both in dollar amounts and as percentages of net operating revenues, on a continuing operations basis:
| | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | 2025 | | 2024 | |
| Net operating revenues: | | | | | | |
| Hospital Operations | | $ | 4,029 | | | $ | 4,373 | | | |
| Ambulatory Care | | 1,194 | | | 995 | | | |
| Net operating revenues | | 5,223 | | | 5,368 | | | |
| | | | | | |
| Equity in earnings of unconsolidated affiliates | | 56 | | | 59 | | | |
| Operating expenses: | | | | | | |
| Salaries, wages and benefits | | 2,119 | | | 2,321 | | | |
| Supplies | | 907 | | | 928 | | | |
| Other operating expenses, net | | 1,090 | | | 1,154 | | | |
| Depreciation and amortization | | 206 | | | 208 | | | |
| Impairment and restructuring charges, and acquisition-related costs | | 19 | | | 27 | | | |
| Litigation and investigation costs | | 17 | | | 4 | | | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (22) | | | (2,500) | | | |
| Operating income | | $ | 943 | | | $ | 3,285 | | | |
| | | | | | |
| Net operating revenues | | 100.0 | % | | 100.0 | % | | |
| | | | | | |
| Equity in earnings of unconsolidated affiliates | | 1.1 | % | | 1.1 | % | | |
| Operating expenses: | | | | | | |
| Salaries, wages and benefits | | 40.6 | % | | 43.2 | % | | |
| Supplies | | 17.4 | % | | 17.3 | % | | |
| Other operating expenses, net | | 20.9 | % | | 21.5 | % | | |
| Depreciation and amortization | | 3.9 | % | | 3.9 | % | | |
| Impairment and restructuring charges, and acquisition-related costs | | 0.3 | % | | 0.5 | % | | |
| Litigation and investigation costs | | 0.3 | % | | 0.1 | % | | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (0.4) | % | | (46.6) | % | | |
| Operating income | | 18.1 | % | | 61.2 | % | | |
The following tables present our net operating revenues, operating expenses and operating income, both in dollar amounts and as percentages of net operating revenues, by segment on a continuing operations basis:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2025 | | | | |
| | Hospital Operations | | Ambulatory Care | | | | | | |
| Net operating revenues | | $ | 4,029 | | | $ | 1,194 | | | | | | | |
| | | | | | | | | | |
| Equity in earnings of unconsolidated affiliates | | 2 | | | 54 | | | | | | | |
| Operating expenses: | | | | | | | | | | |
| Salaries, wages and benefits | | 1,824 | | | 295 | | | | | | | |
| Supplies | | 589 | | | 318 | | | | | | | |
| Other operating expenses, net | | 911 | | | 179 | | | | | | | |
| Depreciation and amortization | | 167 | | | 39 | | | | | | | |
| Impairment and restructuring charges, and acquisition-related costs | | 9 | | | 10 | | | | | | | |
| Litigation and investigation costs | | 17 | | | — | | | | | | | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (10) | | | (12) | | | | | | | |
| Operating income | | $ | 524 | | | $ | 419 | | | | | | | |
| | | | | | | | | | |
| Net operating revenues | | 100.0 | % | | 100.0 | % | | | | | | |
| | | | | | | | | | |
| Equity in earnings of unconsolidated affiliates | | — | % | | 4.5 | % | | | | | | |
| Operating expenses: | | | | | | | | | | |
| Salaries, wages and benefits | | 45.3 | % | | 24.7 | % | | | | | | |
| Supplies | | 14.6 | % | | 26.6 | % | | | | | | |
| Other operating expenses, net | | 22.6 | % | | 15.0 | % | | | | | | |
| Depreciation and amortization | | 4.1 | % | | 3.3 | % | | | | | | |
| Impairment and restructuring charges, and acquisition-related costs | | 0.2 | % | | 0.8 | % | | | | | | |
| Litigation and investigation costs | | 0.4 | % | | — | % | | | | | | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (0.2) | % | | (1.0) | % | | | | | | |
| Operating income | | 13.0 | % | | 35.1 | % | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2024 | | | | |
| | Hospital Operations | | Ambulatory Care | | | | | | |
| Net operating revenues | | $ | 4,373 | | | $ | 995 | | | | | | | |
| | | | | | | | | | |
| Equity in earnings of unconsolidated affiliates | | 3 | | | 56 | | | | | | | |
| Operating expenses: | | | | | | | | | | |
| Salaries, wages and benefits | | 2,084 | | | 237 | | | | | | | |
| Supplies | | 654 | | | 274 | | | | | | | |
| Other operating expenses, net | | 1,008 | | | 146 | | | | | | | |
| Depreciation and amortization | | 177 | | | 31 | | | | | | | |
| Impairment and restructuring charges, and acquisition-related costs | | 15 | | | 12 | | | | | | | |
| Litigation and investigation costs | | 4 | | | — | | | | | | | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (2,473) | | | (27) | | | | | | | |
| Operating income | | $ | 2,907 | | | $ | 378 | | | | | | | |
| | | | | | | | | | |
| Net operating revenues | | 100.0 | % | | 100.0 | % | | | | | | |
| | | | | | | | | | |
| Equity in earnings of unconsolidated affiliates | | 0.1 | % | | 5.6 | % | | | | | | |
| Operating expenses: | | | | | | | | | | |
| Salaries, wages and benefits | | 47.7 | % | | 23.8 | % | | | | | | |
| Supplies | | 15.0 | % | | 27.5 | % | | | | | | |
| Other operating expenses, net | | 23.1 | % | | 14.7 | % | | | | | | |
| Depreciation and amortization | | 4.0 | % | | 3.1 | % | | | | | | |
| Impairment and restructuring charges, and acquisition-related costs | | 0.3 | % | | 1.2 | % | | | | | | |
| Litigation and investigation costs | | 0.1 | % | | — | % | | | | | | |
| Net gains on sales, consolidation and deconsolidation of facilities | | (56.6) | % | | (2.7) | % | | | | | | |
| Operating income | | 66.5 | % | | 38.0 | % | | | | | | |
RESULTS OF OPERATIONS BY SEGMENT
Hospital Operations Segment
The following tables present operating statistics, revenues and expenses of our hospitals and related outpatient facilities on a same‑hospital basis, unless otherwise indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Same-Hospital | | | | | |
| | | Three Months Ended March 31, | | Increase
(Decrease) | |
| Admissions, Patient Days and Surgeries | | 2025 | | 2024 | | | |
| Number of hospitals | | 47 | | | 47 | | | — | | (1) | | | | |
| Total admissions | | 118,998 | | | 114,032 | | | 4.4 | % | | | | | |
| Adjusted admissions | | 210,847 | | | 204,981 | | | 2.9 | % | | | | | |
| Paying admissions (excludes charity and uninsured) | | 114,246 | | | 109,021 | | | 4.8 | % | | | | | |
| Charity and uninsured admissions | | 4,752 | | | 5,011 | | | (5.2) | % | | | | | |
| Admissions through emergency department | | 90,554 | | | 86,188 | | | 5.1 | % | | | | | |
| Paying admissions as a percentage of total admissions | | 96.0 | % | | 95.6 | % | | 0.4 | % | (1) | | | | |
| Charity and uninsured admissions as a percentage of total admissions | | 4.0 | % | | 4.4 | % | | (0.4) | % | (1) | | | | |
| Emergency department admissions as a percentage of total admissions | | 76.1 | % | | 75.6 | % | | 0.5 | % | (1) | | | | |
| Surgeries — inpatient | | 29,355 | | | 28,948 | | | 1.4 | % | | | | | |
| Surgeries — outpatient | | 36,547 | | | 37,920 | | | (3.6) | % | | | | | |
| Total surgeries | | 65,902 | | | 66,868 | | | (1.4) | % | | | | | |
| Patient days — total | | 600,820 | | | 588,995 | | | 2.0 | % | | | | | |
| Adjusted patient days | | 1,027,180 | | | 1,017,904 | | | 0.9 | % | | | | | |
| Average length of stay (days) | | 5.05 | | | 5.17 | | | (2.3) | % | | | | | |
| Licensed beds (at end of period) | | 12,307 | | | 12,344 | | | (0.3) | % | | | | | |
| Average licensed beds | | 12,307 | | | 12,344 | | | (0.3) | % | | | | | |
| Utilization of licensed beds | | 54.2 | % | | 52.4 | % | | 1.8 | % | (1) | | | | |
| | | | | | | | |
| | |
(1) | The change is the difference between the 2025 and 2024 amounts or percentages presented. |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Same-Hospital | | | | | |
| | | Three Months Ended March 31, | | Increase
(Decrease) | |
| Outpatient Visits | | 2025 | | 2024 | | | |
| Total visits | | 1,337,730 | | | 1,328,050 | | | 0.7 | % | | | | | |
| Paying visits (excludes charity and uninsured) | | 1,250,494 | | | 1,239,672 | | | 0.9 | % | | | | | |
| Charity and uninsured visits | | 87,236 | | | 88,378 | | | (1.3) | % | | | | | |
| Emergency department visits | | 468,869 | | | 465,279 | | | 0.8 | % | | | | | |
| Surgery visits | | 36,547 | | | 37,920 | | | (3.6) | % | | | | | |
| Paying visits as a percentage of total visits | | 93.5 | % | | 93.3 | % | | 0.2 | % | (1) | | | | |
| Charity and uninsured visits as a percentage of total visits | | 6.5 | % | | 6.7 | % | | (0.2) | % | (1) | | | | |
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| (1) | The change is the difference between the 2025 and 2024 percentages presented. |
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| | | Same-Hospital | | | | |
| | | Three Months Ended March 31, | | Increase
(Decrease) | |
| Revenues | | 2025 | | 2024 | | | |
| Total segment net operating revenues | | $ | 4,009 | | | $ | 3,763 | | | 6.5 | % | | | | |
| Selected revenue data – hospitals and related outpatient facilities: | | | | | | | | | | |
| Net patient service revenues | | $ | 3,460 | | | $ | 3,271 | | | 5.8 | % | | | | |
| Net patient service revenue per adjusted admission | | $ | 16,410 | | | $ | 15,958 | | | 2.8 | % | | | | |
| Net patient service revenue per adjusted patient day | | $ | 3,368 | | | $ | 3,213 | | | 4.8 | % | | | | |
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| | | Same-Hospital | | | | |
| | | Three Months Ended March 31, | | Increase
(Decrease) | |
| Selected Operating Expenses | | 2025 | | 2024 | | | |
| Salaries, wages and benefits | | $ | 1,815 | | | $ | 1,792 | | | 1.3 | % | | | | |
| Supplies | | 585 | | | 555 | | | 5.4 | % | | | | |
| Other operating expenses, net | | 900 | | | 847 | | | 6.3 | % | | | | |
| | $ | 3,300 | | | $ | 3,194 | | | 3.3 | % | | | | |
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| | | | Same-Hospital | | | |
| Selected Operating Expenses as a Percentage of Net Operating Revenues | | | Three Months Ended March 31, | | Increase (Decrease)(1) | |
| | 2025 | | 2024 | | | |
| | | | | | | | | | |
| Salaries, wages and benefits | | | 45.3 | % | | 47.6 | % | | (2.3) | % | | | |
| Supplies | | | 14.6 | % | | 14.7 | % | | (0.1) | % | | | |
| Other operating expenses, net | | | 22.4 | % | | 22.5 | % | | (0.1) | % | | | |
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| (1) | The change is the difference between the 2025 and 2024 percentages presented. |
Revenues
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.
Salaries, Wages and Benefits
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.
Supplies
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.
Other Operating Expenses, Net
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.
Ambulatory Care Segment
The following table presents selected revenue and expense information for our Ambulatory Care segment:
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| | | Three Months Ended March 31, | | Increase
(Decrease) | |
| | 2025 | | 2024 | | | |
| Net operating revenues | | $ | 1,194 | | | $ | 995 | | | 20.0 | % | | | |
| | | | | | | | | |
| Equity in earnings of unconsolidated affiliates | | $ | 54 | | | $ | 56 | | | (3.6) | % | | | |
| Salaries, wages and benefits | | $ | 295 | | | $ | 237 | | | 24.5 | % | | | |
| Supplies | | $ | 318 | | | $ | 274 | | | 16.1 | % | | | |
| Other operating expenses, net | | $ | 179 | | | $ | 146 | | | 22.6 | % | | | |
Revenues
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.
Salaries, Wages and Benefits
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.
Supplies
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.
Other Operating Expenses, Net
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.
Facility Growth
The following table presents the year-over-year changes in our revenue and cases on a same‑facility systemwide basis:
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| | Three Months Ended
March 31, 2025 |
| Net revenues | | 6.8 | % |
| Cases | | (2.1) | % |
| Net revenue per case | | 9.1 | % |
Facility Acquisitions and Investment
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.
Consolidated
Impairment and Restructuring Charges, and Acquisition-Related Costs
The following table presents our impairment and restructuring charges, and acquisition‑related costs:
| | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2025 | | 2024 | |
| Consolidated: | | | | | |
| Impairment charges | | $ | — | | | $ | 1 | | |
| Restructuring charges | | 15 | | | 14 | | |
| Acquisition-related costs | | 4 | | | 12 | | |
| Total impairment and restructuring charges, and acquisition-related costs | | $ | 19 | | | $ | 27 | | |
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| By segment: | | | | | |
| Hospital Operations | | $ | 9 | | | $ | 15 | | |
| Ambulatory Care | | 10 | | | 12 | | |
| Total impairment and restructuring charges, and acquisition-related costs | | $ | 19 | | | $ | 27 | | |
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.
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.
Acquisition-related costs incurred during both the three months ended March 31, 2025 and 2024 consisted entirely of transaction costs.
Litigation and Investigation Costs
Litigation and investigation costs totaled $17 million during the three months ended March 31, 2025 and $4 million for the same period in 2024.
Net Gains on Sales, Consolidation and Deconsolidation of Facilities
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.
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.
Interest Expense
Interest expense for the three months ended March 31, 2025 was $204 million compared to $218 million for the same period in 2024.
Loss from Early Extinguishment of Debt
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.
Income Tax Expense
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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| | 2025 | | 2024 | |
| Tax expense at statutory federal rate of 21% | | $ | 161 | | | $ | 648 | | |
| State income taxes, net of federal income tax benefit | | 30 | | | 203 | | |
| Tax benefit attributable to noncontrolling interests | | (44) | | | (38) | | |
| Nondeductible goodwill | | — | | | 126 | | |
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| Stock-based compensation tax benefit | | (4) | | | (5) | | |
| Changes in valuation allowance | | (1) | | | (185) | | |
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| Other items | | 1 | | | 1 | | |
| Income tax expense | | $ | 143 | | | $ | 750 | | |
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.
Net Income Available to Noncontrolling Interests
The table below presents net income available to noncontrolling interests by segment for the periods indicated:
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| | 2025 | | 2024 | |
| Hospital Operations | | $ | 39 | | | $ | 30 | | |
| Ambulatory Care | | 177 | | | 153 | | |
| Total net income available to noncontrolling interests | | $ | 216 | | | $ | 183 | | |
LIQUIDITY AND CAPITAL RESOURCES
CASH REQUIREMENTS
There have been no material changes to our obligations to make future cash payments under scheduled contractual obligations, such as debt and lease agreements, and under contingent commitments, such as standby letters of credit and minimum revenue guarantees, as disclosed in our Annual Report, except for the matters set forth below and the additional lease obligations disclosed in Note 1 to our accompanying Condensed Consolidated Financial Statements.
Long-Term Debt
Interest payments, net of capitalized interest, were $99 million and $162 million in the three months ended March 31, 2025 and 2024, respectively.
Other Cash Requirements
Our capital expenditures primarily relate to the expansion and renovation of existing facilities, hospital expansion focused on higher acuity services, equipment and information systems additions and replacements, introduction of new medical technologies, design and construction of new facilities, and various other capital improvements. Capital expenditures were $173 million and $240 million in the three months ended March 31, 2025 and 2024, respectively. We anticipate that our capital expenditures for the year ending December 31, 2025 will total approximately $770 million to $780 million, including $127 million that was accrued as a liability at December 31, 2024.
We made income tax payments, net of tax refunds, of $7 million during the three months ended March 31, 2025 and $5 million during the three months ended March 31, 2024. The current portion of our income tax payable was $149 million at March 31, 2025 and $18 million at December 31, 2024.
SOURCES AND USES OF CASH
Our liquidity for the three months ended March 31, 2025 was primarily derived from net cash provided by operating activities and cash on hand. Our primary source of operating cash is the collection of accounts receivable. As such, our operating cash flow is impacted by levels of cash collections, as well as levels of implicit price concessions, due to shifts in payer mix and other factors. Our Credit Agreement provides additional liquidity to manage fluctuations in operating cash caused by these factors.
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:
•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;
•Interest payments that were $63 million lower in the 2025 period; and
•The timing of working capital items.
Net cash used in investing activities was $187 million during the three months ended March 31, 2025 compared to net cash provided by investing activities of $3.328 billion during the three months ended March 31, 2024. The primary factors contributing to the change between the 2025 and 2024 periods were: (1) the 2024 period included proceeds of $4.030 billion, primarily from the sales of the SC Hospitals, the OCLA CA Hospitals and the Central CA Hospitals during the three months ended March 31, 2024; (2) a $422 million decrease in payments for purchases of businesses or joint venture interests in the
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.
Net cash used in financing activities was $648 million and $2.661 billion during the three months ended March 31, 2025 and 2024, respectively. The primary factors contributing to the change between the 2025 and 2024 periods were: (1) the three-month period in 2024 included our redemption of all $2.100 billion aggregate principal amount then‑outstanding of our 4.875% senior secured first lien notes due 2026 in advance of their maturity date; and (2) we made payments totaling $348 million to repurchase 2,629 thousand shares of our common stock under our share repurchase program during 2025, an increase of $70 million over the same period in 2024.
DEBT INSTRUMENTS, GUARANTEES AND RELATED COVENANTS
Credit Agreement—At March 31, 2025, our Credit Agreement provided for revolving loans in an aggregate principal amount of up to $1.500 billion with a $200 million subfacility for standby letters of credit. At March 31, 2025, 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 and inventory, $1.500 billion was available for borrowing under the Credit Agreement at March 31, 2025. We were in compliance with all covenants and conditions in our Credit Agreement at March 31, 2025.
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. At March 31, 2025, we were in compliance with all covenants and conditions in the LC Facility, and we had $113 million of standby letters of credit outstanding thereunder.
Senior Unsecured Notes and Senior Secured Notes—At March 31, 2025, we had outstanding senior unsecured notes and senior secured notes with aggregate principal amounts outstanding of $12.662 billion. These notes have fixed interest rates and require semi-annual interest payments in arrears. 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.
For additional information regarding our long-term debt, see Note 5 to the accompanying Condensed Consolidated Financial Statements and Note 8 to the Consolidated Financial Statements included in our Annual Report.
LIQUIDITY
From time to time, we expect to engage in additional capital markets, bank credit and other financing activities depending on our needs and financing alternatives available at that time. We believe our existing debt agreements provide flexibility for future secured or unsecured borrowings.
Our cash on hand fluctuates day‑to‑day throughout the year based on the timing and levels of routine cash receipts and disbursements, including our book overdrafts, and required cash disbursements, such as interest payments and income tax payments. Cash flows from operating activities in the first quarter of the calendar year are usually lower than in subsequent quarters of the year, primarily due to the timing of certain working capital requirements during the first quarter, including our annual 401(k) matching contributions and annual incentive compensation payments. These fluctuations can result in material intra-quarter net operating and investing uses of cash that have caused, and in the future may cause, us to use our Credit Agreement as a source of liquidity. We believe that existing cash and cash equivalents on hand, borrowing availability under our Credit Agreement and anticipated future cash provided by our operating activities are adequate to meet our current cash needs. These sources of liquidity, in combination with any potential future debt incurrence, are adequate to finance planned capital expenditures, payments on the current portion of our long-term debt, payments to current and former joint venture partners, including those related to our share purchase agreement with Baylor, and other presently known operating needs.
Long-term liquidity for debt service and other purposes will be dependent on the amount of cash provided by operating activities and, subject to favorable market and other conditions, the successful completion of future borrowings and potential refinancings. However, our cash requirements could be materially affected by the use of cash in acquisitions of businesses, repurchases of securities, the exercise of put rights or other exit options by our joint venture partners, and contractual or regulatory commitments to fund capital expenditures in, or intercompany borrowings to, businesses we own. In addition, liquidity could be adversely affected should there be a deterioration in our results of operations, including our ability to generate sufficient cash from operations, as well as by the various risks and uncertainties discussed in this section, and the Risk Factors section in Part I of our Annual Report, including changes in federal and state statutes, regulations and executive orders that effect the healthcare industry directly or indirectly, particularly those impacting government healthcare funding, and significant costs associated with legal proceedings and government investigations.
We have not relied on commercial paper or other short-term financing arrangements or entered into repurchase agreements or other short-term financing arrangements not otherwise reported in our balance sheet. In addition, we do not have significant exposure to floating interest rates given that all of our current long-term indebtedness has fixed rates of interest except for borrowings, if any, under our Credit Agreement.
CRITICAL ACCOUNTING ESTIMATES
In preparing our Condensed Consolidated Financial Statements in conformity with GAAP, we must use estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and 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.
We consider our critical accounting estimates to be those that (1) involve significant judgments and uncertainties, (2) require estimates that are more difficult for management to determine, and (3) may produce materially different outcomes under different conditions or when using different assumptions. Our critical accounting estimates cover the following areas:
•Recognition of net operating revenues, including contractual allowances and implicit price concessions;
•Accruals for general and professional liability risks;
•Impairment of long‑lived assets;
•Impairment of goodwill; and
•Accounting for income taxes.
Additional discussion of our critical accounting estimates is provided in our Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following table presents information about certain of our market-sensitive financial instruments at March 31, 2025. The fair values were determined based on quoted market prices for the same or similar instruments. The average effective interest rates presented are based on the rate in effect at the end of the reporting period. The effects of unamortized discounts and issue costs are excluded from the table.
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| | | Maturity Date, Years Ending December 31, | | | | | | |
| | | 2025 | | 2026 | | 2027 | | 2028 | | 2029 | | Thereafter | | Total | | Fair Value |
| | | (Dollars in Millions) |
Fixed-rate long-term debt | | $ | 69 | | | $ | 70 | | | $ | 3,103 | | | $ | 3,136 | | | $ | 1,423 | | | $ | 5,458 | | | $ | 13,259 | | | $ | 12,972 | |
| Average effective interest rates | | 7.0 | % | | 7.4 | % | | 5.8 | % | | 5.9 | % | | 4.3 | % | | 6.0 | % | | 5.7 | % | | |
We have no affiliation with partnerships, trusts or other entities (sometimes referred to as “special-purpose” or “variable-interest” entities) whose purpose is to facilitate off-balance sheet financial transactions or similar arrangements by us. As a result, we have no exposure to the financing, liquidity, market or credit risks associated with such entities. We do not hold or issue derivative instruments for trading purposes and are not a party to any instruments with leverage or prepayment features.
ITEM 4. CONTROLS AND PROCEDURES
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. The evaluation was performed under the supervision and with the participation of management, including our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective as of March 31, 2025 to ensure that material information is recorded, processed, summarized and reported by management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the SEC rules thereunder.
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Because we provide healthcare services in a highly regulated industry, we have been and expect to continue to be party to various lawsuits, claims and regulatory investigations from time to time. For information regarding material legal proceedings in which we are involved, see Note 11 to our accompanying Condensed Consolidated Financial Statements, which is incorporated by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below presents share repurchase transactions completed during the three months ended March 31, 2025:
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| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program(1) | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program |
| | | (In Thousands) | | | | (In Thousands) | | (In Millions) |
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| January 1 through January 31, 2025 | | — | | $ | — | | | — | | $ | 1,376 | |
| February 1 through February 28, 2025 | | 1,800 | | $ | 134.98 | | | 1,800 | | $ | 1,133 | |
| March 1 through March 31, 2025 | | 829 | | $ | 126.67 | | | 829 | | $ | 1,028 | |
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| (1) | In July 2024, our board of directors authorized the repurchase of up to $1.500 billion of our common stock through a share repurchase program that has no expiration date. 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. |
These repurchases were made, and any future repurchases will 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 table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee or director equity awards.
ITEM 5. OTHER INFORMATION
(c) Trading Plans
a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K); the terms of this arrangement, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act, are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Title | | Adoption Date | | Expiration Date | | Aggregate Number of Shares of Common Stock To Be Sold |
| | | | | | | | |
Other than as disclosed above, none of our directors or Section 16 officers or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the three months ended March 31, 2025.
ITEM 6. EXHIBITS
Unless otherwise indicated, the following exhibits are filed (or, in the case of Exhibit 32, furnished) with this report:
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| (31) | | Rule 13a-14(a)/15d-14(a) Certifications |
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| (32) | | |
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| (101 SCH) | | Inline XBRL Taxonomy Extension Schema Document |
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| (101 CAL) | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| (101 DEF) | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| (101 LAB) | | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| (101 PRE) | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| (101 INS) | | Inline XBRL Taxonomy Extension Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document |
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| (104) | | Cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline XBRL (included in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | TENET HEALTHCARE CORPORATION
(Registrant) |
| | | |
| Date: April 29, 2025 | By: | /s/ R. SCOTT RAMSEY |
| | | R. Scott Ramsey |
| | | Senior Vice President, Controller |
| | | (Principal Accounting Officer) |
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Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
See also SUNLINK HEALTH SYSTEMS INC -
Annual report 2023 (10-K 2023-06-30)
Annual report 2023 (NT 10-Q 2023-09-30)
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