PART I. Financial Information This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents Encompass Health Corporation's unaudited condensed consolidated financial statements, including statements of operations, comprehensive income, balance sheets, shareholders' equity, and cash flows, for the periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Statements of Operations This section presents the unaudited condensed consolidated statements of operations, detailing net operating revenues, expenses, and net income for the specified periods Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | | :------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :----------------------------------------- | :----------------------------------------- | | Net operating revenues | $1,457.7 | $1,301.2 | $2,913.1 | $2,617.2 | | Total operating expenses | $1,198.6 | $1,085.6 | $2,387.0 | $2,194.1 | | Income from continuing operations before tax | $236.8 | $186.0 | $475.4 | $364.4 | | Net income attributable to Encompass Health | $142.1 | $114.1 | $293.6 | $226.6 | | Diluted EPS (Net income) | $1.39 | $1.12 | $2.87 | $2.22 | Condensed Consolidated Statements of Comprehensive Income This section presents the unaudited condensed consolidated statements of comprehensive income, including net income and other comprehensive income components Condensed Consolidated Statements of Comprehensive Income (Unaudited) | Metric | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :----------------------------------------- | :----------------------------------------- | | Net income | $184.9 | $146.5 | $381.4 | $285.3 | | Other comprehensive income, net of tax | $0.3 | $— | $0.3 | $— | | Comprehensive income | $185.2 | $146.5 | $381.7 | $285.3 | | Comprehensive income attributable to Encompass Health | $142.4 | $114.1 | $293.9 | $226.6 | Condensed Consolidated Balance Sheets This section presents the unaudited condensed consolidated balance sheets, outlining assets, liabilities, and shareholders' equity as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (Unaudited) | Metric | June 30, 2025 (Millions) | December 31, 2024 (Millions) | | :-------------------------- | :----------------------- | :--------------------------- | | Total assets | $6,785.7 | $6,534.7 | | Total liabilities | $3,697.5 | $3,685.5 | | Total shareholders' equity | $3,033.1 | $2,792.7 | | Cash and cash equivalents | $99.1 | $85.4 | Condensed Consolidated Statements of Shareholders' Equity This section presents the unaudited condensed consolidated statements of shareholders' equity, detailing changes in equity due to net income, dividends, and stock repurchases * For the six months ended June 30, 2025, Encompass Health's common shareholders' equity increased, driven by $293.6 million in net income, partially offset by $34.7 million in dividends declared and $56.8 million in common stock repurchases27 Condensed Consolidated Statements of Cash Flows This section presents the unaudited condensed consolidated statements of cash flows, categorizing cash movements from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | | :----------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net cash provided by operating activities | $558.8 | $456.2 | | Net cash used in investing activities | $(323.9) | $(288.1) | | Net cash used in financing activities | $(220.6) | $(90.2) | | Increase in cash, cash equivalents, and restricted cash | $14.3 | $77.9 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering accounting policies, business combinations, debt, equity, and other significant financial items 1. Basis of Presentation This section outlines the company's business operations as an inpatient rehabilitation services provider and details net operating revenues by payor source * Encompass Health Corporation operates 168 inpatient rehabilitation hospitals across 38 states and Puerto Rico as of June 30, 2025, with 101 wholly owned and 67 jointly owned hospitals35 Net Operating Revenues by Payor Source (Unaudited) | Payor Source | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | | :-------------------- | :------------------------------------------ | :------------------------------------------ | :----------------------------------------- | :----------------------------------------- | | Medicare | $939.7 | $841.6 | $1,916.2 | $1,695.3 | | Medicare Advantage | $246.0 | $224.2 | $485.3 | $448.4 | | Managed care | $163.0 | $138.7 | $308.3 | $281.1 | | Medicaid | $45.2 | $43.0 | $87.0 | $88.1 | | Other third-party payors | $10.4 | $10.7 | $18.6 | $20.3 | | Workers' compensation | $7.5 | $6.8 | $13.5 | $13.8 | | Patients | $4.6 | $3.7 | $7.7 | $7.6 | | Other income | $41.3 | $32.5 | $76.5 | $62.6 | | Total | $1,457.7 | $1,301.2 | $2,913.1 | $2,617.2 | 2. Business Combinations This section details recent business acquisitions, including the purchase of an inpatient rehabilitation unit and associated goodwill * In May 2025, Encompass Health acquired 51% of the operations of a 54-bed inpatient rehabilitation unit in Fort Myers, Florida, contributing $19.0 million in goodwill4750 3. Variable Interest Entities This section describes the company's consolidated variable interest entities, including their total assets and liabilities * As of June 30, 2025, Encompass Health consolidated eight variable interest entities (VIEs) with ownership ranging from 50.0% to 75.0%52 Consolidated VIEs' Assets and Liabilities (Unaudited) | Metric | June 30, 2025 (Millions) | December 31, 2024 (Millions) | | :------------------- | :----------------------- | :--------------------------- | | Total assets | $207.9 | $208.1 | | Total liabilities | $48.7 | $45.0 | 4. Marketable Securities This section details the company's restricted marketable securities and recognized unrealized gains on equity securities * Restricted marketable securities, primarily held by HCS, Ltd (captive insurance company), totaled $128.1 million as of June 30, 202555 * Unrealized net gains of $0.8 million on equity securities were recognized during the three and six months ended June 30, 202556 Available-for-Sale Debt Securities (June 30, 2025) | Type | Amortized Cost (Millions) | Fair Value (Millions) | | :------------------------------ | :------------------------ | :-------------------- | | U.S. government and agency securities | $48.6 | $48.9 | | Corporate bonds and notes | $39.2 | $39.4 | | Total | $87.8 | $88.3 | 5. Long-term Debt This section provides a breakdown of the company's long-term debt outstanding and scheduled principal payments Long-term Debt Outstanding (Unaudited) | Debt Type | June 30, 2025 (Millions) | December 31, 2024 (Millions) | | :------------------------------------------ | :----------------------- | :--------------------------- | | Advances under revolving credit facility | $— | $20.0 | | 5.75% Senior Notes due 2025 | $99.9 | $99.8 | | 4.50% Senior Notes due 2028 | $790.2 | $788.4 | | 4.75% Senior Notes due 2030 | $785.5 | $784.2 | | 4.625% Senior Notes due 2031 | $393.0 | $392.5 | | Other notes payable | $84.0 | $94.5 | | Finance lease obligations | $306.9 | $318.4 | | Total | $2,459.5 | $2,497.8 | | Less: Current portion | $(139.2) | $(138.6) | | Long-term debt, net of current portion | $2,320.3 | $2,359.2 | Scheduled Principal Payments on Long-term Debt (Millions) | Period | Face Amount | | :-------------------------- | :---------- | | July 1 through December 31, 2025 | $116.5 | | 2026 | $39.4 | | 2027 | $46.1 | | 2028 | $833.0 | | 2029 | $41.8 | | 2030 | $847.2 | | Thereafter | $566.9 | | Total | $2,490.9 | 6. Redeemable Noncontrolling Interests This section details the balance of redeemable noncontrolling interests and their attributable net income * The balance of redeemable noncontrolling interests was $55.1 million as of June 30, 2025, with $4.4 million in net income attributable to these interests for the six months ended June 30, 20256163 7. Fair Value Measurements This section presents the fair value measurements for financial assets, liabilities, and long-term debt Financial Assets and Liabilities Measured at Fair Value (June 30, 2025) | Item | Fair Value (Millions) | | :------------------------------ | :-------------------- | | Equity securities | $39.8 | | U.S. government and agency securities | $48.9 | | Corporate bonds and notes | $39.4 | | Redeemable noncontrolling interests | $55.1 | Long-term Debt Fair Value (June 30, 2025) | Debt Type | Carrying Amount (Millions) | Estimated Fair Value (Millions) | | :-------------------------- | :------------------------- | :---------------------------- | | 5.75% Senior Notes due 2025 | $99.9 | $99.9 | | 4.50% Senior Notes due 2028 | $790.2 | $792.5 | | 4.75% Senior Notes due 2030 | $785.5 | $789.4 | | 4.625% Senior Notes due 2031 | $393.0 | $386.1 | | Other notes payable | $84.0 | $84.0 | 8. Share-Based Payments This section details the issuance of restricted stock awards and stock options to management and board members * During the six months ended June 30, 2025, the company issued 0.4 million restricted stock awards and 0.1 million stock options to management and board members67 9. Income Taxes This section covers the provision for income tax expense, the impact of the OBBBA, and projected cash tax payments * Provision for income tax expense was $92.6 million for the six months ended June 30, 2025, primarily due to the estimated effective blended federal and state income tax rate and non-deductible executive compensation68 * The One Big Beautiful Bill Act (OBBBA), signed July 4, 2025, is estimated to produce approximately $180 million in current deductions, resulting in about $50 million in cash tax savings for 202569120121 * Estimated cash payments for income taxes are projected to be $110 million to $130 million, net of refunds, for 2025121 10. Earnings per Common Share This section presents the basic and diluted earnings per common share attributable to Encompass Health Earnings Per Common Share (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic EPS attributable to Encompass Health (Net income) | $1.41 | $1.13 | $2.91 | $2.25 | | Diluted EPS attributable to Encompass Health (Net income) | $1.39 | $1.12 | $2.87 | $2.22 | 11. Contingencies and Other Commitments This section outlines the company's exposure to lawsuits, regulatory proceedings, and minimum contractual obligations * The company is subject to various lawsuits, claims, and legal/regulatory proceedings, including 'qui tam' actions, which could materially affect its financial position7475 * Minimum amounts due under service and other contracts are $30.4 million for the remainder of 2025 and $52.1 million in 202677 12. Segment Reporting This section details the company's single reportable segment, inpatient rehabilitation, and provides Adjusted EBITDA and net operating revenues by service line * Encompass Health manages its operations as a single reportable segment: inpatient rehabilitation, with the CEO evaluating performance based on Adjusted EBITDA7980 Adjusted EBITDA and Net Operating Revenues by Service Line (Unaudited) | Metric | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :----------------------------------------- | :----------------------------------------- | | Adjusted EBITDA | $318.6 | $271.8 | $632.2 | $544.8 | | Inpatient revenues | $1,413.7 | $1,265.5 | $2,831.4 | $2,548.2 | | Outpatient and other revenues | $44.0 | $35.7 | $81.7 | $69.0 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of the company's financial condition, operational results, key performance drivers, strategic initiatives, and future outlook, including detailed revenue and expense analysis Executive Overview This overview summarizes Encompass Health's business as a leading inpatient rehabilitation provider, detailing 2025 expansion, long-term outlook, and key challenges including regulatory changes, reimbursement, and staffing Our Business This section describes Encompass Health's position as the largest owner and operator of inpatient rehabilitation hospitals nationwide * Encompass Health is the nation's largest owner and operator of inpatient rehabilitation hospitals (IRFs), with 168 IRFs across 38 states and Puerto Rico as of June 30, 202587 2025 Overview This section highlights the company's revenue growth, new hospital openings, and bed additions in 2025, along with future development plans * Net operating revenues increased by 12.0% for the three months and 11.3% for the six months ended June 30, 2025, primarily due to volume growth and increased pricing88 * In 2025, the company began operating new inpatient rehabilitation hospitals in Athens, Georgia (40 beds) and Fort Myers, Florida (60 beds), and added 51 new beds to existing hospitals89 * The company announced or continued development of 16 new hospitals/expansions with expected open dates through 2027, including locations in Florida, Connecticut, Texas, South Carolina, Pennsylvania, Arizona, Maine, and Utah90 Business Outlook This section presents an optimistic business outlook driven by demographic trends and a strong balance sheet with no significant near-term debt maturities * The company maintains an optimistic outlook for its business, driven by demographic trends such as population aging, with Medicare enrollees aged 65 and older expected to grow approximately 3% per year, reaching 71 million by 203091 * Encompass Health has a strong, well-capitalized balance sheet with no significant debt maturities until 2028, providing flexibility to adapt to industry changes and support growth93 Key Challenges This section outlines significant challenges including healthcare regulations, Medicare reimbursement changes, the RCD program, volume growth, and personnel recruitment and retention * The healthcare industry is highly regulated, with significant challenges related to Medicare reimbursement and compliance with federal, state, and local laws9497 * The 2026 Final IRF Rule implements a net 2.6% market basket increase, resulting in an estimated net increase of approximately 2.9% to the company's Medicare payment rates effective October 1, 202597 * The Review Choice Demonstration (RCD) program, expanded to Alabama and Pennsylvania, poses uncertainty regarding Medicare claim collectability, as the company's Alabama IRFs did not achieve the 90% claim validation rate in the third cycle9899 * Key challenges include maintaining strong volume growth amidst competition and regulatory burdens, and recruiting/retaining high-quality personnel, which has led to increased labor costs and staffing shortages101 * The One Big Beautiful Bill Act (OBBBA) includes healthcare-related provisions impacting state Medicaid programs (e.g., enrollee work requirements, provider tax limitations) taking effect in 2027 or later, requiring ongoing evaluation96 Results of Operations This section provides a detailed analysis of the company's financial performance, including changes in net operating revenues, expenses, and net income, along with key operational metrics and the impact of specific events Payor Mix This section presents the consolidated net operating revenues broken down by payor source percentages for various periods Consolidated Net Operating Revenues by Payor Source (%) | Payor Source | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Medicare | 64.5 % | 64.7 % | 65.7 % | 64.8 % | | Medicare Advantage | 16.9 % | 17.2 % | 16.7 % | 17.1 % | | Managed care | 11.2 % | 10.7 % | 10.6 % | 10.7 % | | Medicaid | 3.1 % | 3.3 % | 3.0 % | 3.4 % | | Other third-party payors | 0.7 % | 0.8 % | 0.6 % | 0.8 % | | Workers' compensation | 0.5 % | 0.5 % | 0.5 % | 0.5 % | | Patients | 0.3 % | 0.3 % | 0.3 % | 0.3 % | | Other income | 2.8 % | 2.5 % | 2.6 % | 2.4 % | | Total | 100.0 % | 100.0 % | 100.0 % | 100.0 % | Our Results (Consolidated) This section provides a consolidated overview of the company's financial results, including net operating revenues, expenses, and net income, with percentage changes Consolidated Results of Operations (Unaudited) | Metric | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | % Change (3M) | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | % Change (6M) | | :------------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------ | :---------------------------------------- | :---------------------------------------- | :------------ | | Net operating revenues | $1,457.7 | $1,301.2 | 12.0 % | $2,913.1 | $2,617.2 | 11.3 % | | Total operating expenses | $1,198.6 | $1,085.6 | 10.4 % | $2,387.0 | $2,194.1 | 8.8 % | | Income from continuing operations before tax expense | $236.8 | $186.0 | 27.3 % | $475.4 | $364.4 | 30.5 % | | Provision for income tax expense | $51.0 | $38.3 | 33.2 % | $92.6 | $76.6 | 20.9 % | | Net income attributable to Encompass Health | $142.1 | $114.1 | 24.5 % | $293.6 | $226.6 | 29.6 % | Operating Expenses as a % of Net Operating Revenues This section details operating expenses as a percentage of net operating revenues, including salaries, other operating costs, and general and administrative expenses Operating Expenses as a % of Net Operating Revenues | Operating Expense | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Salaries and benefits | 52.7 % | 53.8 % | 52.5 % | 54.0 % | | Other operating expenses | 14.7 % | 14.6 % | 14.8 % | 15.0 % | | Occupancy costs | 1.0 % | 1.1 % | 1.0 % | 1.1 % | | Supplies | 4.3 % | 4.4 % | 4.3 % | 4.4 % | | General and administrative expenses | 4.1 % | 3.9 % | 3.8 % | 3.8 % | | Depreciation and amortization | 5.5 % | 5.6 % | 5.5 % | 5.5 % | | Total operating expenses | 82.2 % | 83.4 % | 81.9 % | 83.8 % | Net Operating Revenues (Detailed Analysis) This section provides a detailed analysis of net operating revenues, including key operational metrics such as inpatient revenues, discharges, and net patient revenue per discharge Key Operational Metrics (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Change (3M) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | % Change (6M) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------ | :----------------------------- | :----------------------------- | :------------ | | Inpatient revenues | $1,413.7 M | $1,265.5 M | 11.7 % | $2,831.4 M | $2,548.2 M | 11.1 % | | Outpatient and other revenues | $44.0 M | $35.7 M | 23.2 % | $81.7 M | $69.0 M | 18.4 % | | Discharges | 65,237 | 60,833 | 7.2 % | 130,222 | 121,944 | 6.8 % | | Net patient revenue per discharge | $21,670 | $20,803 | 4.2 % | $21,743 | $20,896 | 4.1 % | | Outpatient visits | 21,597 | 29,312 | (26.3)% | 41,552 | 59,056 | (29.6)% | | Occupancy % | 76.6 % | 74.5 % | 2.8 % | 77.4 % | 75.0 % | 3.2 % | * Same-store discharges increased by 4.7% for the three months and 4.5% for the six months ended June 30, 2025110111 * Net patient revenue per discharge increased primarily due to higher reimbursement rates and a decrease in revenue reserves related to bad debt (from 2.9% to 2.0% of Net operating revenues for Q2 2025)110 * Medicaid supplemental payments increased by $8.5 million (Q2 2025) and $13.8 million (YTD Q2 2025), offset by increased provider tax expenses112 Salaries and Benefits This section explains changes in salaries and benefits, attributing increases to higher costs and patient volumes, and decreases as a percentage of revenue to efficiency gains * Salaries and benefits increased due to higher salary and benefit costs and increased patient volumes, but decreased as a percentage of Net operating revenues due to a decline in Employees Per Occupied Bed (EPOB) and reduced contract labor and sign-on/shift bonuses113 Other Operating Expenses This section details the increase in other operating expenses due to provider taxes and development activities, noting an impairment charge in the prior year * Other operating expenses increased due to higher provider taxes and development activities114 * The six months ended June 30, 2024, included a $10.4 million impairment charge related to the closure of a joint venture hospital in Eau Claire, Wisconsin115 General and Administrative Expenses This section explains the increase in general and administrative expenses due to mark-to-market adjustments, incentive compensation, and software costs * General and administrative expenses increased due to mark-to-market adjustments on non-qualified deferred compensation, higher incentive compensation, benefits, and software expenses116 Depreciation and Amortization This section discusses the increase in depreciation and amortization resulting from capital investments and ongoing development activities * Depreciation and amortization increased due to capital investments and are expected to continue rising with ongoing development activities117 Income from Continuing Operations Before Income Tax Expense This section attributes the increase in pre-tax income from continuing operations to growth in net operating revenues * Pre-tax income from continuing operations increased due to the growth in Net operating revenues118 Provision for Income Tax Expense This section details the increase in income tax expense due to higher pre-tax income and the estimated cash tax savings from the OBBBA * Provision for income tax expense increased due to higher Income from continuing operations before income tax expense119 * The OBBBA is expected to generate approximately $180 million in current deductions, leading to an estimated $50 million in cash tax savings for 2025, with total cash tax payments projected at $110 million to $130 million120121 Net Income Attributable to Noncontrolling Interests This section explains the increase in net income attributable to noncontrolling interests due to improved profitability of certain joint venture hospitals * Net income attributable to noncontrolling interests increased due to higher profitability from certain existing joint venture hospitals124 Liquidity and Capital Resources This section outlines the company's liquidity strategy, cash sources and uses, capital allocation, including cash, credit facility, debt, capital expenditures, dividends, and share repurchases, along with guarantor financial information and Adjusted EBITDA reconciliation Current Liquidity This section details the company's current liquidity position, including cash and credit facility availability, and compliance with debt covenants * As of June 30, 2025, the company had $99.1 million in cash and cash equivalents and approximately $953 million available under its revolving credit facility129130 * The company has no significant debt maturities until 2028, except for approximately $100 million of its 2025 Notes131 * Encompass Health was in compliance with its credit agreement covenants (maximum leverage ratio of 4.50x and minimum interest coverage ratio of 3.0x) as of June 30, 2025130 Sources and Uses of Cash This section analyzes cash flows from operating, investing, and financing activities, highlighting changes in cash usage for capital expenditures and share repurchases Cash Flows by Activity (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | | :----------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net cash provided by operating activities | $558.8 | $456.2 | | Net cash used in investing activities | $(323.9) | $(288.1) | | Net cash used in financing activities | $(220.6) | $(90.2) | | Increase in cash, cash equivalents, and restricted cash | $14.3 | $77.9 | * The increase in net cash used in investing activities was primarily due to increased purchases of property, equipment, and intangible assets134 * The increase in net cash used in financing activities was primarily due to higher common stock repurchases, increased net debt payments on the revolving credit facility, and lower contributions from noncontrolling interests135 Contractual Obligations This section presents a summary of consolidated contractual obligations, including long-term debt, lease obligations, and purchase commitments, along with projected capital expenditures Consolidated Contractual Obligations (June 30, 2025, Millions) | Obligation Type | Total | Current | Long-term | | :------------------------------ | :--------- | :--------- | :--------- | | Long-term debt (excluding finance leases) | $2,152.6 | $114.1 | $2,038.5 | | Interest on long-term debt | $404.2 | $100.0 | $304.2 | | Finance lease obligations | $435.1 | $47.2 | $387.9 | | Operating lease obligations | $310.5 | $38.8 | $271.7 | | Purchase obligations | $233.7 | $64.9 | $168.8 | | Total | $3,536.1 | $365.0 | $3,171.1 | * Expected capital expenditures for 2025 are $785 million to $820 million, with approximately $215 million to $225 million considered nondiscretionary137 * Projects under construction have an estimated additional cost to complete of approximately $380 million over the next two years137 Authorizations for Returning Capital to Stakeholders This section details the company's initiatives to return capital to stakeholders, including increased quarterly cash dividends and common stock repurchase programs * The board of directors approved an increase in the quarterly cash dividend to $0.19 per share, payable on October 15, 2025138 * The common stock repurchase authorization was reset to $500 million on July 24, 2024, with approximately $433 million remaining as of June 30, 2025141165 * During the six months ended June 30, 2025, the company repurchased 0.6 million shares of common stock for $56.8 million141 Supplemental Guarantor Financial Information This section provides summarized financial information for the company's guarantors, including net operating revenues, expenses, and balance sheet metrics Summarized Financial Information for Guarantors (Unaudited) | Metric | Six Months Ended June 30, 2025 (Millions) | | :------------------------------------------------ | :---------------------------------------- | | Net operating revenues | $1,809.1 | | Intercompany revenues from non-guarantor subsidiaries | $54.9 | | Total net operating revenues | $1,864.0 | | Operating expenses | $1,545.7 | | Intercompany expenses with non-guarantor subsidiaries | $20.6 | | Total operating expenses | $1,566.3 | | Income from continuing operations | $184.3 | | Net income | $182.9 | | Net income attributable to Encompass Health | $182.9 | Summarized Balance Sheet for Guarantors (Unaudited) | Metric | June 30, 2025 (Millions) | December 31, 2024 (Millions) | | :------------------------------------------ | :----------------------- | :--------------------------- | | Total current assets | $642.0 | $609.5 | | Total noncurrent assets | $3,967.7 | $3,825.5 | | Total current liabilities | $677.1 | $677.7 | | Total noncurrent liabilities | $2,579.6 | $2,609.4 | Adjusted EBITDA This section defines Adjusted EBITDA as a key liquidity measure and provides its reconciliation from net cash provided by operating activities and net income * Adjusted EBITDA is a key liquidity measure used by management to assess the company's ability to service debt and make capital expenditures, and it is a critical component of credit agreement covenants146147 Adjusted EBITDA Reconciliation (Unaudited) | Metric | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | | :----------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net cash provided by operating activities | $558.8 | $456.2 | | Adjusted EBITDA | $632.2 | $544.8 | Net Income to Adjusted EBITDA Reconciliation (Unaudited) | Metric | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | Six Months Ended June 30, 2025 (Millions) | Six Months Ended June 30, 2024 (Millions) | | :------------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :----------------------------------------- | :----------------------------------------- | | Net income | $184.9 | $146.5 | $381.4 | $285.3 | | Adjusted EBITDA | $318.6 | $271.8 | $632.2 | $544.8 | Recent Accounting Pronouncements This section directs readers to Note 1 of the financial statements for details on recent accounting pronouncements * For information regarding recent accounting pronouncements, refer to Note 1, Basis of Presentation, in the condensed consolidated financial statements155 Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as concluded by the CEO and CFO * The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025156 Changes in Internal Control Over Financial Reporting This section states that there were no material changes in the company's internal control over financial reporting during the quarter * There were no material changes in the company's Internal Control over Financial Reporting during the quarter ended June 30, 2025157 PART II. Other Information This section provides other important information, including legal proceedings, risk factors, equity security sales, and exhibits Item 1. Legal Proceedings The company is subject to various legal actions, regulatory audits, and investigations, including 'qui tam' lawsuits, which could materially affect its financial position * Encompass Health is subject to regulatory and governmental audits, investigations, and various legal actions, including "qui tam" lawsuits, which could result in sanctions, damages, fines, and other penalties159160 Item 1A. Risk Factors No material changes to the risk factors from the 2024 Form 10-K are reported, with updates provided in the 'Executive Overview—Key Challenges' section * No material changes to the risk factors disclosed in the 2024 Form 10-K, with updates provided in the "Executive Overview—Key Challenges" section of this report162 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's equity security repurchases during the three months ended June 30, 2025, including shares purchased and remaining authorization Purchases of Equity Securities (Three Months Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share ($) | Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs | | :------------------------ | :------------------------------- | :------------------------------- | :------------------------------------------------------------------------------------------------------- | | April 1 through April 30, 2025 | 183,857 | $102.03 | $439,378,299 | | May 1 through May 31, 2025 | — | — | $439,378,299 | | June 1 through June 30, 2025 | 50,158 | $121.51 | $433,399,426 | | Total | 234,015 | $106.21 | | * As of June 30, 2025, approximately $433 million remained under the common stock repurchase authorization, which was reset to $500 million on July 24, 2024141165 Item 5. Other Information This section confirms that there are no insider trading arrangements to report * There are no insider trading arrangements to report164 Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including organizational documents, certifications, and XBRL data files * Exhibits include the Amended and Restated Certificate of Incorporation, Bylaws, List of Subsidiary Guarantors, CEO and CFO certifications (Sarbanes-Oxley Act Sections 302 and 906), and XBRL formatted financial data files167
Encompass Health (EHC) - 2025 Q2 - Quarterly Report