Universal Health Services (UHS) 10-K risk factor changes: FY2020 vs FY2019

On a combined basis, these facilities contributed 16% of our consolidated net revenues during each of [added: 2020,] 2019 and [removed: 2018 and 15% in 2017.][added: 2018.]

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated [removed: 14%] [added: 13%] in [removed: 2019, 12%] [added: 2020, 14%] in [removed: 2018] [added: 2019] and [removed: 11%] [added: 12%] in [removed: 2017,] [added: 2018,] of our income from operations after net income attributable to noncontrolling interest.

On a combined basis, these facilities contributed [removed: 18%] [added: 17%] of our consolidated net revenues during [added: 2020, 18% in] 2019 and 17% during [removed: each of 2018 and 2017.][added: 2018.]

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated [removed: 23%] [added: 17%] in [removed: 2019, 24%] [added: 2020, 23%] in [removed: 2018] [added: 2019] and [removed: 20%] [added: 24%] in [removed: 2017,] [added: 2018,] of our income from operations after net income attributable to noncontrolling interest.

California: We own 5 inpatient acute care hospitals and [removed: 8] [added: 7] inpatient behavioral healthcare facilities as listed in *Item 2.

On a combined basis, these facilities contributed 11% of our consolidated net revenues during each of [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated [added: 20% in 2020,] 17% in [removed: 2019,] [added: 2019 and] 16% in 2018 [removed: and 13% in 2017] of our income from operations after net income attributable to noncontrolling interest.

[removed: Our] [added: Our] revenues and results of operations are significantly affected by payments received from the government and [removed: other third party payers.][added: other third party payers.]

We are unable to predict the effect of recent and future policy changes on [added: our operations.]

We receive Medicaid revenues in excess of $100 million annually from each of California, Texas, Nevada, Washington, D.C., [removed: Pennsylvania] [added: Pennsylvania, Illinois] and [removed: Illinois,] [added: Massachusetts,] making us particularly sensitive to reductions in Medicaid and other state based revenue programs as well as regulatory, economic, environmental and competitive changes in those states.

Subsequent legislation enacted by Congress extended these reductions through [removed: 2029.][added: 2030.]

Beginning in [removed: 2020] [added: 2024] and continuing through [removed: 2025,] [added: 2027,] the Medicaid disproportionate share hospital (“DSH”) allotment to the states from federal funds will be reduced.

Such reductions have been delayed several times, most recently under the [removed: Further Consolidated Appropriations Act, 2020,] [added: CAA,] which further delays the DSH through [removed: May 23, 2020.][added: 2024.]

Reductions are imposed on states based on percentage of uninsured individuals, Medicaid [removed: utilization,] [added: utilization] and uncompensated care.

[added: CMS has granted section 1115] demonstration waivers providing for work and community engagement requirements for certain Medicaid eligible individuals.

Certain Legislation provisions, such as that creating the Medicare Shared Savings [removed: Program creates] [added: Program, create] uncertainty in how healthcare may be reimbursed by federal programs in the [removed: future.]

[removed: In relevant part, President] [added: The] Trump [removed: has already taken executive actions: (i) requiring all federal agencies with authorities and responsibilities under the Legislation to “exercise all authority and discretion available to them to waiver, defer, grant exemptions from, or delay” parts of the Legislation that place “unwarranted economic and regulatory burdens” on states, individuals or health care providers; (ii)] [added: Administration had directed] the issuance of [removed: a] final [removed: rule in June, 2018 by the Department of Labor to enable] [added: rules (i) enabling] the formation of association health plans that would be exempt from certain Legislation requirements such as the provision of essential health benefits; [removed: (iii) the issuance of a final rule in August, 2018 by the Department of Labor, Treasury, and Health and Human Services to expand] [added: (ii) expanding] the availability of short-term, limited duration health insurance, [removed: (iv)] [added: (iii)] eliminating cost-sharing reduction payments to insurers that would otherwise offset deductibles and other out-of-pocket expenses for health plan enrollees at or below 250 percent of the federal poverty level; [removed: (v)] [added: (iv)] relaxing requirements for state innovation waivers that could reduce enrollment in the individual and small group markets and lead to additional enrollment in short-term, limited duration insurance and association health plans; and [removed: (vi) the issuance of a final rule by the Department of Labor, Treasury, and Health and Human Services that would incentivize] [added: (v) incentivizing] the use of health reimbursement accounts by employers to permit employees to purchase health insurance in the individual market.

The uncertainty resulting from these Executive Branch policies has led to reduced Exchange [added: enrollment in 2018, 2019 and 2020 is expected to further worsen the individual and small group market risk pools in future years.]

It is also anticipated that these [removed: and future] policies may create additional cost and reimbursement pressures on hospitals.

While attempts to repeal the entirety of the Legislation have not been successful to date, a key provision of the Legislation was repealed as part of the Tax Cuts and Jobs Act [removed: and,] [added: and] on December 14, 2018, a [removed: federal U.S.] [added: Texas Federal] District Court [removed: judge in Texas ruled] [added: Judge declared] the [removed: entire] Legislation [removed: is unconstitutional.][added: unconstitutional, reasoning that the individual mandate tax penalty was essential to and not severable from the remainder of the Legislation.]

The [removed: District Court for the Northern District of Texas ruling] [added: case] was appealed to the U.S. Court of Appeals for the Fifth [removed: Circuit.][added: Circuit and on December 18, 2019, a three-judge]

[removed: The 5th Circuit Court also sent] [added: panel declared] the [added: Legislation’s individual mandate unconstitutional and remanded the] case back to the Texas [removed: district court] [added: Federal District Court] to determine which [removed: Legislation] [added: of the Legislation’s] provisions should be stricken with the mandate or whether the entire law is unconstitutional without the individual mandate.

[added: We routinely review accounts] receivable balances in conjunction with these factors and other economic conditions that might ultimately affect the collectability of the patient accounts and make adjustments to our allowances as warranted.

In all of the geographical areas in which we operate, there are other [removed: hospitals] [added: facilities] that provide services comparable to those offered by our [removed: hospitals.][added: facilities.]

[removed: If] [added: If] we fail to continue to meet [removed: the promoting interoperability criteria] [added: the promoting interoperability criteria] related to electronic health record systems (“EHR”), our operations could be [removed: harmed.][added: harmed.]

Pursuant to [removed: HITECH] [added: Health Information Technology for Economic and Clinical Health (“HITECH”)] regulations, hospitals that did not qualify as a meaningful user of EHR by 2015 were subject to a reduced market basket update to the inpatient prospective payment system (“IPPS”) standardized amount in 2015 and each subsequent fiscal year.

A determination that we have violated one or more of these laws (see [removed: *Item 3—Legal Proceedings*),] [added: *Note 8 to the Consolidated Financial Statements - Commitments and Contingencies*, as included this Form 10-K),] or the public announcement that we are being investigated for possible violations of one or more of these laws, could have a material adverse effect on our business, financial condition or results of operations and our business reputation could suffer significantly.

We [removed: are] [added: may become] subject to [added: additional] medical malpractice lawsuits, product liability lawsuits, class action lawsuits and other legal actions in the ordinary course of business.

The federal False Claims Act permits private parties to bring qui tam, or whistleblower, lawsuits [added: on behalf of the government] against [removed: companies.][added: companies alleging that the defendant has defrauded the federal government.]

[removed: If] [added: If] any of our existing health care facilities lose their accreditation or any of our new facilities fail to receive accreditation, such facilities could become ineligible to receive reimbursement under Medicare or [removed: Medicaid.][added: Medicaid.]

We, our subsidiaries, PSI, and its subsidiaries, are subject to pending legal actions, governmental investigations and regulatory actions (see [removed: *Item 3-Legal Proceedings*).][added: *Note 8 to the Consolidated Financial Statements - Commitments and Contingencies*, as included this Form 10-K).]

[removed: State] [added: State] efforts to regulate the construction or expansion of health care facilities could impair our ability to [removed: expand.][added: expand.]

Our revenues and volume trends are dependent on many factors, including physicians’ clinical decisions and availability, payer programs shifting to a more outpatient-based environment, whether or not certain services are offered, seasonal and severe weather conditions, including the effects of extreme low temperatures, hurricanes and tornados, earthquakes, climate change, current local [removed: economic and demographic changes.]

In addition, as of December 31, [removed: 2019,] [added: 2020,] we had approximately $3.9 billion of goodwill recorded on our consolidated balance sheet.

Should the revenues and financial results of our acute care and/or behavioral health care facilities be materially, unfavorably impacted due to, among other things, a worsening of the economic and employment conditions in the United States that could negatively impact our patient volumes and reimbursement rates, a continued rise in the unemployment rate and continued increases in [added: the number of uninsured patients treated at our facilities, we may incur future charges to recognize impairment in the carrying value of our goodwill and other intangible assets, which could have a material adverse effect on our financial results.]

On June 23, 2016, the United Kingdom affirmatively voted in a non-binding referendum in favor of the exit of the United Kingdom from the European Union [removed: (the “Brexit”)] [added: (“Brexit”)] and it was approved by vote of the British legislature.

On January 31, [removed: 2020] [added: 2020,] the United Kingdom formally exited the European Union.

[removed: These changes] [added: Changes] to the trading relationship between the United Kingdom and the European Union [removed: would likely] [added: may] result in increased cost of goods imported into the United Kingdom.

The exit of the United Kingdom from the European Union could also create future economic uncertainty, both in the United Kingdom and [removed: globally] [added: globally,] and could cause disruptions to and create uncertainty surrounding our business.

[removed: We cannot predict, however, whether financing for our] growth plans and capital expenditure programs will be available to us on satisfactory terms when needed, which could harm our business.

Risks Related to Business Operations

Effective January, 2020, United/Sierra Healthcare in Las Vegas, entered into an agreement with a competitor health system that was previously excluded from their contractual network in the area.

As a result, we believe that our 6 acute care hospitals in the Las Vegas, Nevada market, will likely experience a decline in patient volumes.

However, we have entered into an amended agreement with United/Sierra Healthcare related to our hospitals in the Las Vegas market that provided for various rate increases that began in January, 2020.

Although we estimate that the unfavorable impact of the projected declines in patient volumes should be largely offset by the favorable impact of the increased rates, we can provide no assurance that these developments on the Las Vegas market, will not have a material adverse impact on our future results of operations.

Also, the No Surprises Act, adopted as part of the Consolidated Appropriations Act, 2021 (“CAA”), creates additional price transparency requirements beginning January 1, 2022, including requiring providers to send health plans of insured patients and uninsured patients a good faith estimate of the expected charges and diagnostic codes prior to the scheduled date of the service or item.

The failure of certain employers, or the closure of certain facilities, could have a disproportionate impact on our hospitals.

Effective January 1, 2021, Mr. Alan B.

Miller, our Founder, Chairman and Chief Executive Officer has stepped down as Chief Executive Officer and Mr. Marc D.

Miller, our former President, has been appointed as new Chief Executive Officer.

Mr. Alan B.

Miller continues to serve in his current role as Executive Chairman of our Board of Directors in addition to retaining certain other management responsibilities within our Company.

Risks Related to the COVID-19 Pandemic

COVID-19 and other pandemics, epidemics, or public health threats may adversely affect our business, results of operations and financial condition.

We are subject to risks associated with public health threats and epidemics, including the health concerns relating to the COVID-19 pandemic.

In January 2020, the Centers for Disease Control and Prevention (“CDC”) confirmed the spread of the disease to the United States.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

The federal government has declared COVID-19 a national emergency, as many federal and state authorities have implemented aggressive

measures to “flatten the curve” of confirmed individuals diagnosed with COVID-19 in an attempt to curtail the spread of the virus and to avoid overwhelming the health care system.

The COVID-19 pandemic has adversely impacted and is likely to further adversely impact us, our employees, our patients, our vendors and supply chain partners, and financial institutions, which could continue to have a material adverse effect on our business, results of operations and financial condition.

In an effort to slow the spread of the disease, since March, 2020, at various times, most state and local governments mandated general “shelter-in-place” orders or other similar restrictions that require or strongly encourage social distancing and, face coverings, and that have closed or limited non-essential business activities.

Some of these restrictions remain in place.

Additionally, evidence suggests that individuals to deciding to forego medical care delivered in traditional venues.

These dynamics have manifested themselves in our hospitals in, among other ways, reduced emergency room visits, elective/scheduled procedures and acute and behavioral health patient days.

While such measures are expected to assist in responding to the recent outbreak, self-quarantines, shelter-in-place orders, and suspension of voluntary procedures and surgeries have had, and will likely continue to have, an adverse impact on the operations and financial position of health care provider systems due to increased costs (including labor costs which have been pressured during the COVID-19 pandemic due to a shortage of clinicians and increased wage rates due to increased demand for those services), actual reduction and potential reduction in overall patient volume, and shifts in payor mix.

Despite these measures, there have been waves of escalated COVID-19 cases at various times, including the fourth quarter of 2020 and into the first quarter of 2021, in many states in the U.S., including many states in which we operate hospitals.

Recently, COVID-19 vaccinations have begun to be administered and while we expect the administration of vaccines will assist in easing the number of COVID-19 patients, the pace at which this is likely to occur is very difficult to predict.

The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, results of operations and financial condition will depend on numerous factors and future developments, most of which are beyond our control or ability to predict.

The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change.

We are not able to fully quantify the impact that these factors will have on our future financial results, but expect developments related to the COVID-19 pandemic to materially affect our financial performance in 2021.

Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts on our financial condition and our results of operations as a result of its macroeconomic impact, including any recession that has occurred or may occur in the future.

There is a high degree of uncertainty regarding the implementation and impact of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program and Health Care Enhancement Act (“PPPHCE Act”).

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), a stimulus package signed into law on March 27, 2020, authorizes $100 billion in grant funding to hospitals and other healthcare providers to be distributed through the Public Health and Social Services Emergency Fund (the “PHSSEF”).

These funds are not required to be repaid provided the recipients attest to and comply with certain terms and conditions, including limitations on balance billing and not using PHSSEF funds to reimburse expenses or losses that other sources are obligated to reimburse.

However, since the expenses and losses will be ultimately measured over the life of the COVID-19 pandemic, potential retrospective unfavorable adjustments in future periods, of funds recorded as revenues in prior periods, could occur.

The U.S. Department of Health and Human Services (“HHS”) initially distributed $30 billion of this funding based on each provider’s share of total Medicare fee-for-service reimbursement in 2019.

Subsequently, HHS distributed $50 billion in CARES Act funding (including the $30 billion already distributed) proportional to providers’ share of 2018 net patient revenue.

We have received payments from these initial distributions of the PHSSEF as disclosed herein.

HHS has indicated that distributions of the remaining $50 billion will be targeted primarily to hospitals in COVID-19 high impact areas, to rural providers, safety net hospitals and certain Medicaid providers and to reimburse providers for COVID-19-related treatment of uninsured patients.

We have received payments from these targeted distributions of the PHSSEF, as disclosed herein.

our operations.

The proposed 2020 federal budget calls for an $845 billion reduction in Medicare spending and a $1.5 trillion reduction in Medicaid spending over the next decade.

It is impossible to predict what portion, if any, of these proposed federal health care spending reductions will be included in a Congressionally approved budget.

Commencing in 2020 and continuing through 2025, a state’s Medicaid DSH allotment from federal funds will be reduced.

Initially, DSH payments will be reduced by $4 billion in 2020, and then $8 billion per year between 2021 and 2025.

CMS has granted, and is expected to grant additional, section 1115

enrollment in 2018, 2019 and 2020 is expected to further worsen the individual and small group market risk pools in future years.

The court concluded that the individual mandate is no longer permissible under Congress’s taxing power as a result of the Tax Cut and Jobs Act of 2017 reducing the individual mandate’s tax to $0 (i.e., it no longer produces revenue, which is an essential feature of a tax), rendering the Legislation unconstitutional.

The court also held that because the individual mandate is “essential” to the Legislation and is inseverable from the rest of the law, the entire Legislation is unconstitutional.

Because the court issued a declaratory judgment and did not enjoin the law, the Legislation remains in place pending its appeal.

On December 18, 2019, the 5th Circuit Court of Appeals’ three-judge panel voted 2-1 to strike down the Legislation individual mandate as unconstitutional.

It is likely this matter will ultimately be appealed to the United States Supreme Court.

These rulings have caused greater uncertainty regarding the future status of the Legislation.

If all or any parts of the Legislation are found to be unconstitutional, it could have a material adverse effect on hospitals.

If rates paid or the scope of services covered by government payers are reduced, there could be a material adverse effect on our business, financial position and results of operations.

We routinely review accounts

We may be subject to liabilities from claims brought against our facilities.

Some of these actions may involve large claims, as well as significant defense costs.

We cannot predict the outcome of these lawsuits or the effect that findings in such lawsuits may have on us.

We may be subject to governmental investigations, regulatory actions and whistleblower lawsuits.

Whistleblower provisions allow private individuals to bring actions on behalf of the government alleging that the defendant has defrauded the federal government.

Please see *Item 3.

Legal Proceedings* for disclosure of current related matters.

Our growth strategy depends, in part, on acquisitions, and we may not be able to continue to make acquisitions that meet our target criteria.

We may also have difficulties acquiring hospitals from not-for-profit entities due to regulatory scrutiny.

Acquisitions in select markets are a key element of our growth strategy.

We face competition for acquisition candidates primarily from other for-profit healthcare companies, as well as from not-for-profit entities.

Some of our competitors have greater resources than we do.

Also, suitable acquisitions may not be accomplished due to unfavorable terms.

In addition, many states have enacted, or are considering enacting, laws that affect the conversion or sale of not-for-profit hospitals to for-profit entities.

These laws generally require prior approval from the state attorney general, advance notification and community involvement.

In addition, attorneys general in states without specific conversion legislation may exercise discretionary authority over such transactions.

Although the level of government involvement varies from state to state, the trend is to provide for increased governmental review and, in some cases, approval of a transaction in which a not-for-profit entity sells a healthcare facility to a for-profit entity.

The adoption of new or expanded conversion legislation, increased review of not-for-profit hospital conversions or our inability to effectively compete against other potential purchasers could make it more difficult for us to acquire additional hospitals, increase our acquisition costs or make it difficult for us to acquire hospitals that meet our target acquisition criteria, any of which could adversely affect our growth strategy and results of operations.

Further, an acquisition could result in a dilutive effect on our results of operations, depending on various factors, including the amount paid for the acquisition, the acquired properties results of operations, allocation of the purchase price, effects of subsequent legislation and limits on rate increases.

We may fail to improve or integrate the operations of the assets we acquire, which could harm our results of operations and adversely affect our growth strategy.

We may be unable to timely and effectively integrate the assets or entities that we acquire with our ongoing operations.

We may experience delays in implementing operating procedures and systems in newly acquired operations.

Integrating an acquisition could be

expensive and time consuming and could disrupt our ongoing business, negatively affect cash flow and distract management and other key personnel.

As of February [removed: 26, 2020,] [added: 25, 2021,] we owned and/or operated [removed: 354] [added: 360] inpatient facilities and [removed: 42] [added: 39] outpatient and other facilities including the following located in [removed: 37] [added: 38] states, Washington, D.C., the United Kingdom and Puerto Rico:

| | • | [removed: 14] [added: 17] free-standing emergency departments, and; |

Behavioral health care facilities [removed: (328] [added: (334] inpatient facilities and [removed: 21] [added: 15] outpatient facilities):

| | • | [removed: 19] [added: 12] outpatient behavioral health care facilities. |

| | • | [removed: 140] [added: 146] inpatient behavioral health care facilities, and; |

| | • | [removed: 2] [added: 3] outpatient behavioral health care facilities. |

As a percentage of our consolidated net revenues, net revenues from our acute care hospitals, outpatient facilities and commercial health insurer accounted for [added: 55% during 2020,] 54% during 2019 and 53% during [removed: each of 2018 and 2017.][added: 2018.]

Net revenues from our behavioral health care facilities and commercial health insurer accounted for [removed: 46%] [added: 45%] of our consolidated net revenues during [added: 2020, 46% during] 2019 and 47% during [removed: each of 2018 and 2017.][added: 2018.]

Our behavioral health care facilities located in the U.K. generated net revenues of approximately [removed: $554] [added: $584] million in [removed: 2019, $505] [added: 2020, $554] million in [removed: 2018] [added: 2019] and [removed: $429] [added: $505] million in [removed: 2017.][added: 2018.]

Total assets at our U.K. behavioral health care facilities were approximately [removed: $1.270] [added: $1.334] billion as of December 31, [removed: 2019, $1.224] [added: 2020, $1.270] billion as of December 31, [removed: 2018] [added: 2019] and [removed: $1.098] [added: $1.224] billion as of December 31, [removed: 2017.][added: 2018.]

| | • | an increasing number of legislative initiatives have been passed into law that may result in major changes in the health care delivery system on a national or state level. Legislation has already been enacted that has eliminated the penalty for failing to maintain health coverage that was part of the original Patient Protection and Affordable Care Act (the “Legislation”). President [removed: Trump has already taken] [added: Biden is expected to undertake] executive [removed: actions: (i) requiring all federal agencies with authorities and responsibilities under] [added: actions that will strengthen] the Legislation [removed: to “exercise all authority] and [removed: discretion available to them to waiver, defer, grant exemptions from, or delay” parts] [added: may reverse the policies] of the [removed: Legislation that place “unwarranted economic and regulatory burdens” on states, individuals or health care providers; (ii)] [added: prior administration. The Trump Administration had directed] the issuance of [removed: a] final [removed: rule in June, 2018 by the Department of Labor to enable] [added: rules (i) enabling] the formation of association health plans that would be exempt from certain Legislation requirements such as the provision of essential health benefits; (iii) [removed: the issuance of a final rule in August, 2018 by the Department of Labor, Treasury, and Health and Human Services to expand] [added: expanding] the [removed: availability] of short-term, limited duration health insurance, [removed: (iv)] [added: (iii)] eliminating cost-sharing reduction payments to insurers that would otherwise offset deductibles and other out-of-pocket expenses for health plan enrollees at or below 250 percent of the federal poverty level; [removed: (v)] [added: (iv)] relaxing requirements for state innovation waivers that could reduce enrollment in the individual and small group markets and lead to additional enrollment in short-term, limited duration insurance and association health [removed: plans; (vi) the issuance of a final rule in June, 2019 by the Departments of Labor, Treasury, and Health and Human Services that would incentivize] [added: plans, and; (v) incentivizing] the use of health reimbursement arrangements by employers to permit employees to purchase health insurance in the individual [removed: market, and; (vii) directing the issuance of federal rulemaking by executive agencies to increase transparency of healthcare price and quality information.] [added: market.] The uncertainty resulting from these Executive Branch policies has led to reduced Exchange enrollment in 2018, 2019 and 2020 and is expected to further worsen the individual and small group market risk pools in future years. It is also anticipated that these [removed: and future policies] [added: policies, to the extent that they remain as implements,] may create additional cost and reimbursement pressures on hospitals, including ours. In addition, while attempts to repeal the entirety of the Legislation have not been successful to date, a key provision of the Legislation was repealed as part of the Tax Cuts and Jobs Act and on December 14, 2018, a federal U.S. District Court Judge in Texas ruled the entire Legislation is unconstitutional. That ruling was [removed: stayed] [added: appealed] and [removed: has been appealed. On] [added: on] December 18, 2019, the [removed: 5th] [added: Fifth] Circuit Court of Appeals voted 2-1 to strike down the Legislation individual mandate as unconstitutional and sent the case back to the U.S. District Court in Texas to determine which Legislation provisions should be stricken with the mandate or whether the entire law is unconstitutional without the individual mandate. [removed: It] [added: On March 2, 2020, the U.S. Supreme Court agreed to hear, during the 2020-2021 term, two consolidated cases, filed by the State of California and the United States House of Representatives, asking the Supreme Court to review the ruling by the Fifth Circuit Court of Appeals. Oral argument was heard on November 10, 2020, and a ruling] is [removed: likely this matter] [added: expected in 2021. The Legislation] will [removed: ultimately be appealed] [added: remain law while the case proceeds through the appeals process; however, the case creates additional uncertainty as] to [added: whether any or all of] the [removed: U.S. Supreme Court.] [added: Legislation could be struck down, which creates operational risk for the health care industry.] We are unable to predict the final outcome of this matter which has caused greater uncertainty regarding the future status of the Legislation. If all or any parts of the Legislation are ultimately found to be unconstitutional, it could have a material adverse effect on our business, financial condition and results of operations. See below in *Sources of Revenue and Health Care Reform* for additional disclosure; |

| | • | our ability to enter into managed care provider agreements on acceptable terms and the ability of our competitors to do the same, including contracts with United/Sierra Healthcare in Las Vegas, Nevada. Effective January, 2020, United/Sierra Healthcare in Las Vegas, entered into an agreement with a competitor health system that was previously excluded from their contractual network in the area. As a result, we believe that our 6 acute care hospitals in the Las Vegas, Nevada market, will likely experience a [removed: decrease] [added: decline] in patient volumes. However, we have entered into an amended agreement with United/Sierra Healthcare related to our hospitals in the Las Vegas market that provide for various rate increases beginning in January, 2020. Although we estimate that the unfavorable impact of the projected [removed: decreases] [added: declines] in patient volumes should be largely offset by the favorable impact of the increased rates, we can provide no assurance that these [removed: developments] [added: developments, as well as the effect of COVID-19 on the Las Vegas market,] will not have a material adverse impact on our future results of operations; |

| | • | the outcome of known and unknown litigation, government investigations, false claims act allegations, and liabilities and other claims asserted against us and other matters as disclosed in [removed: *Item 3. Legal Proceedings,*] [added: *Note 8 to the Consolidated Financial Statements - Commitments] and [added: Contingencies* and] the effects of adverse publicity relating to such matters*;* |

| | • | the [removed: potential] unfavorable impact on our business of [added: the] deterioration in national, regional and local economic and business conditions, including a worsening of unfavorable credit market conditions; |

| | • | as discussed below in *Sources of Revenue,* we receive revenues from various state and county based programs, including Medicaid in all the states in which we operate (we receive Medicaid revenues in excess of $100 million annually from each of California, Texas, Nevada, Washington, D.C., [removed: Pennsylvania] [added: Pennsylvania, Illinois] and [removed: Illinois);] [added: Massachusetts);] CMS-approved Medicaid supplemental programs in certain states including Texas, Mississippi, Illinois, Oklahoma, Nevada, Arkansas, California and Indiana, and; state Medicaid disproportionate share hospital payments in certain states including Texas and South Carolina. We are therefore particularly sensitive to potential reductions in Medicaid and other state based revenue programs as well as regulatory, economic, environmental and competitive changes in those states. We can provide no assurance that reductions to revenues earned pursuant to these programs, [added: and the effect of the COVID-19 pandemic on state budgets,] particularly in the above-mentioned states, will not have a material adverse effect on our future results of operations; |

| | • | in August, 2011, the Budget Control Act of 2011 (the “2011 Act”) was enacted into law. The 2011 Act imposed annual spending limits for most federal agencies and programs aimed at reducing budget deficits by $917 billion between 2012 and 2021, according to a report released by the Congressional Budget Office. Among its other provisions, the law established a bipartisan Congressional committee, known as the Joint Select Committee on Deficit Reduction (the “Joint Committee”), which was tasked with making recommendations aimed at reducing future federal budget deficits by an additional $1.5 trillion over 10 years. The Joint Committee was unable to reach an agreement by the November 23, 2011 deadline and, as a result, across-the-board cuts to discretionary, national defense and Medicare spending were implemented on March 1, 2013 resulting in Medicare payment reductions of up to 2% per fiscal year with a uniform percentage reduction across all Medicare programs. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, continued the 2% reductions to Medicare reimbursement imposed under the 2011 Act. [removed: Subsequent legislation enacted by Congress extended] [added: The CARES Act suspended payment] reductions [added: between May 1 and December 31, 2020, in exchange for extended cuts] through [removed: 2029.] [added: 2030. The CAA extended the suspension of payment reductions until March 31, 2021.] We cannot predict whether Congress will restructure the implemented Medicare payment reductions or what other federal budget deficit reduction initiatives may be proposed by Congress going forward; |

| | • | in June, 2016, the United Kingdom affirmatively voted in a non-binding referendum in favor of the exit of the United Kingdom [removed: (“U.K.”)from] [added: (“U.K.”) from] the European Union (the “Brexit”) and it was approved by vote of the British legislature. On March 29, 2017, the United Kingdom triggered Article 50 of the Lisbon Treaty, formally starting negotiations regarding its exit from the European Union. On January 31, 2020, the U.K. formally exited the European Union. [removed: The U.K.] [added: On December 24, 2020, the United Kingdom] and the European Union [removed: will now enter into] [added: reached] a [removed: transition period in which the terms of] [added: post-Brexit trade and cooperation agreement that created new business and security requirements and preserved] the [removed: future relationship must be negotiated. The outcome of these negotiations is uncertain,] [added: United Kingdom’s tariff-] and [removed: we] [added: quota-free access to the European Union member states. We] do not know to what extent Brexit will ultimately impact the business and regulatory environment in the U.K., the European Union, or other countries. [removed: The U.K. will continue to follow European Union rules through at least December 31, 2020 (the “Transition Period”). The Transition Period may be extended through December 31, 2022.] Any of these effects of Brexit, and others we cannot anticipate, could harm our business, financial condition and results of operations; |

[removed: Critical] [added: Critical] Accounting Policies and [removed: Estimates][added: Estimates]

Adjustments related to the final settlement of these retrospectively determined amounts did not materially impact our results in [removed: 2019, 2018] [added: 2020, 2019] or [removed: 2017.][added: 2018.]

If it were to occur, each 1% adjustment to our estimated net Medicare revenues that are subject to retrospective review and settlement as of December 31, [removed: 2019,] [added: 2020,] would change our after-tax net income by approximately $1 million.

[added: We estimate our] revenue adjustments for implicit price concessions based on general factors such as payer mix, the aging of the receivables and historical collection [removed: experience, consistent with our estimates for provisions for doubtful accounts under ASC 605.][added: experience.]

[removed: The federal poverty] guidelines are established by the federal government and are based on income and family size.

Although the patient’s ultimate eligibility determination may result in adjustments to net revenues, these adjustments [removed: do] [added: did] not have a material impact on our results of operations in [removed: 2019, 2018] [added: 2020, 2019] or [removed: 2017] [added: 2018] since our facilities make estimates at each financial reporting period to adjust revenue based on historical collections.

The following table shows the amounts recorded at our acute care hospitals for charity care and uninsured discounts, based on charges at established rates, for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017:][added: 2018:]

| | | [removed: 2019] [added: 2020] | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | [removed: 2017] [added: 2018] | | | | | | |

| Charity care | | $ | [removed: 672,326] [added: 622,668] | | | | [removed: 31] [added: 28] | % | | $ | [removed: 761,783] [added: 672,326] | | | | [removed: 40] [added: 31] | % | | $ | [removed: 887,136] [added: 761,783] | | | | [removed: 50] [added: 40] | % |

| Uninsured discounts | | | [removed: 1,511,738] [added: 1,578,470] | | | | [removed: 69] [added: 72] | % | | | [removed: 1,132,811] [added: 1,511,738] | | | | [removed: 60] [added: 69] | % | | | [removed: 881,265] [added: 1,132,811] | | | | [removed: 50] [added: 60] | % |

| Total uncompensated care | | $ | [removed: 2,184,064] [added: 2,201,138] | | | | 100 | % | | $ | [removed: 1,894,594] [added: 2,184,064] | | | | 100 | % | | $ | [removed: 1,768,401] [added: 1,894,594] | | | | 100 | % |

[removed: The] [added: The] estimated cost of providing uncompensated [removed: care:][added: care:]

| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Estimated cost of providing charity care | | $ | [removed: 77,886] [added: 73,690] | | | $ | [removed: 94,088] [added: 77,886] | | | $ | [removed: 120,208] [added: 94,088] | |

| Estimated cost of providing uninsured discounts related care | | | [removed: 175,128] [added: 186,804] | | | | [removed: 139,913] [added: 175,128] | | | | [removed: 119,412] [added: 139,913] | |

| Estimated cost of providing uncompensated care | | $ | [removed: 253,014] [added: 260,494] | | | $ | [removed: 234,001] [added: 253,014] | | | $ | [removed: 239,620] [added: 234,001] | |

In addition, we also: (i) own commercial health insurers headquartered in Reno, Nevada, and Puerto Rico and; (ii) maintain [removed: self-insured employee benefits programs for employee healthcare and dental claims.][added: self-]

We performed an impairment assessment as of October 1, [removed: 2019] [added: 2020] which indicated no impairment of goodwill.

There were also no goodwill impairments during [removed: 2018] [added: 2019] or [removed: 2017.][added: 2018.]

[added: We] believe that future income will enable us to realize our deferred tax assets net of recorded valuation allowances relating to state and foreign net operating loss carry-forwards, foreign tax credits, and interest deduction limitations.

[removed: Upon] completion of our 2017 U.S. Corporate Income Tax Return, the final Transition Tax increased by $100,000 for a total of $11.4 million.

Recent Accounting Pronouncements: For a summary of recent accounting pronouncements, please see *Note 1 to the Consolidated Financial Statements-Accounting Standards* as included in this Report on Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

| | • | we are subject to risks associated with public health threats and epidemics, including the health concerns relating to the COVID-19 pandemic. In January 2020, the Centers for Disease Control and Prevention (“CDC”) confirmed the spread of the disease to the United States. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The federal government has declared COVID-19 a national emergency, as many federal and state authorities have implemented aggressive measures to “flatten the curve” of confirmed individuals diagnosed with COVID-19 in an attempt to curtail the spread of the virus and to avoid overwhelming the health care system; |

| | • | the COVID-19 pandemic has adversely impacted and is likely to further adversely impact us, our employees, our patients, our vendors and supply chain partners, and financial institutions, which could continue to have a material adverse effect on our business, results of operations and financial condition. In an effort to slow the spread of the disease, since March, 2020, at various times, most state and local governments mandated general “shelter-in-place” orders or other similar restrictions that require or strongly encourage social distancing and, face coverings, and that have closed or limited non-essential business activities. Some of these restrictions remain in place. Additionally, evidence suggests that individuals may be deciding to forego medical care delivered in traditional venues. These dynamics have manifested themselves in our hospitals in, among other ways, reduced emergency room visits, elective/scheduled procedures and acute and behavioral health patient days. While such measures are expected to assist in responding to the recent outbreak, self-quarantines, shelter-in-place orders, and suspension of voluntary procedures and surgeries have had, and will likely continue to have, an adverse impact on the operations and financial position of health care provider systems due to increased costs (including labor costs which have been pressured during the COVID-19 pandemic due to a shortage of clinicians and increased wage rates resulting from increased demand for those services), actual reduction and potential reduction in overall patient volume, and shifts in payor mix. Despite these measures, there have been waves of escalated COVID-19 cases at various times, including the fourth quarter of 2020 and into the first quarter of 2021, in many states in the U.S., including many states in which we operate hospitals. Recently, COVID-19 vaccinations have begun to be administered and while we expect the administration of vaccines will assist in easing the number of COVID-19 patients, the pace at which this is likely to occur is difficult to predict. The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, results of operations and financial condition will depend on numerous factors and future developments, most of which are beyond our control or ability to predict. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. We are not able to fully quantify the impact that these factors will have on our future financial results, but expect developments related to the COVID-19 pandemic to materially affect our financial performance in 2021. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts on our financial condition and our results of operations as a result of its macroeconomic impact, including any recession that has occurred or may occur in the future, and many of our known risks described in the *Risk Factors* section herein; |

| | • | the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), a stimulus package signed into law on March 27, 2020, authorizes $100 billion in grant funding to hospitals and other healthcare providers to be distributed through the Public Health and Social Services Emergency Fund (the “PHSSEF”). These funds are not required to be repaid provided the recipients attest to and comply with certain terms and conditions, including limitations on balance billing and not using PHSSEF funds to reimburse expenses or losses that other sources are obligated to reimburse. However, since the expenses and losses will be ultimately measured over the life of the COVID-19 pandemic, potential retrospective unfavorable adjustments in future periods, of funds recorded as revenues in prior periods, could occur. The U.S. Department of Health and Human Services (“HHS”) initially distributed $30 billion of this funding based on each provider’s share of total Medicare fee-for-service reimbursement in 2019. Subsequently, HHS distributed $50 billion in CARES Act funding (including the $30 billion already distributed) would be allocated proportional to providers’ share of 2018 net patient revenue. We have received payments from these initial distributions of the PHSSEF as disclosed herein. HHS has indicated that distributions of the remaining $50 billion will be targeted primarily to hospitals in COVID-19 high impact areas, to rural providers, safety net hospitals and certain Medicaid providers and to reimburse providers for COVID-19-related treatment of uninsured patients. We have received payments from these targeted distributions of the PHSSEF, as disclosed herein. The CARES Act also makes other forms of financial assistance available to healthcare providers, including through Medicare and Medicaid payment adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which makes available accelerated payments of Medicare funds in order to increase cash flow to providers. On April 26, 2020, CMS announced it was reevaluating and temporarily suspending the Accelerated and Advance Payment Program in light of the availability of the PHSSEF and the significant funds available through other programs. We have received accelerated payments under this program as disclosed herein. The Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), a stimulus package signed into law on April 24, 2020, |

| | | includes additional emergency appropriations for COVID-19 response, including $75 billion to be distributed to eligible providers through the PHSSEF. A third phase of PHSSEF allocations was recently announced, under which $24.5 billion was made available for providers who previously received, rejected or accepted PHSSEF payments. Applicants that have not yet received PHSSEF payments of 2 percent of patient revenue will receive a payment that, when combined with prior payments (if any), equals 2 percent of patient care revenue. Providers that have already received payments of approximately 2 percent of annual revenue from patient care can submit more information and may be eligible for an additional payment. On December 27, 2020, the Consolidated Appropriations Act, 2021 (“CAA”) was signed into law. The CAA appropriated an additional $3 billion to the PHSSEF, codified flexibility for providers to calculate lost revenues, and permitted parent organizations to allocate PHSSEF targeted distributions to subsidiary organizations. The CAA also provides that not less than 85 percent of the unobligated PHSSEF amounts and any future funds recovered from health care providers should be used for additional distributions that consider financial losses and changes in operating expenses in the third or fourth quarters of 2020 and the first quarter of 2021 that are attributable to the coronavirus. The CAA provided additional funding for testing, contact tracing and vaccine administration. Providers receiving payments were required to sign terms and conditions regarding utilization of the payments. Any provider receiving funds in excess of $10,000 in the aggregate will be required to report data elements to HHS detailing utilization of the payments. Providers will report healthcare related expenses attributable to COVID-19 that have not been reimbursed by another source, which may include general and administrative or healthcare related operating expenses. Funds may also be applied to lost revenues, represented as a negative change in year-over-year net patient care operating income. All Provider Relief Fund payments must be expended by June 30, 2021. Recipients will not be required to repay the government for funds received, provided they comply with HHS-defined terms and conditions. There is a high degree of uncertainty surrounding the implementation of the CARES Act and the PPPHCE Act, and the federal government may consider additional stimulus and relief efforts, but we are unable to predict whether additional stimulus measures will be enacted or their impact. There can be no assurance as to the total amount of financial and other types of assistance we will receive under the CARES Act and the PPPHCE Act, and it is difficult to predict the impact of such legislation on our operations or how they will affect operations of our competitors. Moreover, we are unable to assess the extent to which anticipated negative impacts on us arising from the COVID-19 pandemic will be offset by amounts or benefits received or to be received under the CARES Act and the PPPHCE Act; |

| | • | under the Legislation, hospitals are required to make public a list of their standard charges, and effective January 1, 2019, CMS has required that this disclosure be in machine-readable format and include charges for all hospital items and services and average charges for diagnosis-related groups. On November 27, 2019, CMS published a final rule on “Price Transparency Requirements for Hospitals to Make Standard Charges Public.” This rule took effect on January 1, 2021 and requires all hospitals to also make public their payor-specific negotiated rates, minimum negotiated rates, maximum negotiated rates, and cash for all items and services, including individual items and services and service packages, that could be provided by a hospital to a patient. Failure to comply with these requirements may result in daily monetary penalties; |

| | • | as part of the CAA, Congress passed legislation aimed at preventing or limiting patient balance billing in certain circumstances. The CAA addresses surprise medical bills stemming from emergency services, out-of-network ancillary providers at in-network facilities, and air ambulance carriers. The legislation prohibits surprise billing when out-of-network emergency services or out-of-network services at an in-network facility are provided, unless informed consent is received. In these circumstances providers are prohibited from billing the patient for any amounts that exceed in-network cost-sharing requirements. The legislation requires HHS, as well as the Department of the Treasury, and Department of Labor to issue implementing regulations within a year of enactment; |

| | • | we experienced a cyberattack in September, 2020 that had an adverse effect on our operating results during the fourth quarter of 2020. Although we can provide no assurance or estimation related to the amount of the ultimate insurance proceeds that we may receive in connection with this incident, we believe we are entitled to recovery of the majority of the unfavorable economic impact of the cyberattack pursuant to a commercial insurance policy. However, there is a heightened risk of future cybersecurity threats, including ransomware attacks targeting healthcare providers. If successful, future cyberattacks could have a material adverse effect on our business. Any costs that we incur as a result of a data security incident or breach, including costs to update our security protocols to mitigate such an incident or breach could be significant. Any breach or failure in our operational security systems can result in loss of data or an unauthorized disclosure of or access to sensitive or confidential member or protected personal or health information and could result in significant penalties or fines, litigation, loss of customers, significant damage to our reputation and business, and other losses; |

The federal poverty

insured employee benefits programs for employee healthcare and dental claims.

Upon

CARES Act and Other Governmental Grants and Medicare Accelerated Payments:

As of December 31, 2020, we have received an aggregate of $1.112 billion as follows:

| | • | Approximately $417 million of funds received from various governmental stimulus programs, most notably the PHSSEF, as provided for by the CARES Act. |

| | o | Included in our net income attributable to UHS for the year ended December 31, 2020, was the favorable impact of approximately $309 million resulting from the recording of approximately $413 million of CARES Act and other grant income revenues. Approximately $316 million of the grant income revenues were attributable to our acute care services and approximately $97 million were attributable to our behavioral health care services. |

| | o | As of December 31, 2020, approximately $4 million of these funds remain in the Medicare accelerated payments and deferred CARES Act and other grants liability account in our consolidated balance sheet. |

| | o | Approximately $695 million of Medicare accelerated payments received pursuant to the Medicare Accelerated and Advance Payment Program (“MAAPP”). Pursuant to legislation enacted on October 1, 2020, these funds are required to be repaid to the government beginning in the second quarter of 2021 through the third quarter of 2022 through withholding of future Medicare revenues earned during those periods. There was no impact on our earnings during 2020 in connection with receipt of these funds. |

| | ▪ | We are planning for the early repayment of the $695 million of Medicare accelerated payments previously received pursuant to the MAAPP. We have commenced the repayment process and anticipate that the $695 million of funds will be repaid to the government in March or April of 2021. |

Additional CARES Act grants amounting to $187 million were received in January, 2021.

There was no impact on our results of operations for the year ended December 31, 2020 in connection with receipt of these funds.

Please see *Sources of Revenue-* *2019 Novel Coronavirus Disease Medicare and Medicaid Payment Related Legislation* below for additional disclosure.

Information Technology Incident:

As previously disclosed on September 29, 2020, we experienced an information technology security incident in the early morning hours of September 27, 2020.

As a result of this cyberattack, we suspended user access to our information technology applications related to operations located in the United States.

While our information technology applications were offline, patient care was delivered safely and effectively at our facilities across the country utilizing established back-up processes, including offline documentation methods.

Our information technology applications were substantially restored at our acute care and behavioral health hospitals at various times in October, 2020, on a rolling/staggered basis, and our facilities generally resumed standard operating procedures at that time.

Immediately after the incident, we worked diligently with our information technology security partners to restore our information technology infrastructure and business operations as quickly as possible.

In parallel, we began investigating the nature and potential impact of the security incident and engaged third-party information technology and forensic vendors to assist.

No evidence of unauthorized access, copying or misuse of any patient or employee data has been identified to date.

Given the disruption to the standard operating procedures at our facilities during the period of September 27, 2020 into October, 2020, certain patient activity, including ambulance traffic and elective/scheduled procedures at our acute care hospitals, were diverted to competitor facilities.

We also incurred significant incremental labor expense, both internal and external, to restore information technology operations as expeditiously as possible.

Additionally, certain administrative functions such as coding and billing were delayed into December, 2020, which had a negative impact on our operating cash flows during the fourth quarter of 2020.

As a result of these factors, we estimate that this incident had an aggregate unfavorable pre-tax impact of approximately $67 million during the year ended December 31, 2020.

The substantial majority of the unfavorable impact was attributable to our acute care services and consisted primarily of lost operating income resulting from the related decrease in patient activity as well as increased revenue reserves recorded in connection with the associated billing delays.

Also included were certain labor expenses, professional fees and other operating expenses incurred as a direct result of this incident and the related disruption to our operations.

Although we can provide no assurance or estimation related to the receipt timing, or amount, of the proceeds that we may receive pursuant to commercial insurance coverage we have in connection with this incident, we believe we are entitled to recovery of the majority of the ultimate financial impact resulting from the cyberattack.

Net revenues increased 1.6%, or $181 million, to $11.56 billion during 2020 as compared to $11.38 billion during 2019.

As discussed above, included in our net revenues during 2020 was approximately $413 million of net revenues recorded in connection with various governmental stimulus programs, most notably the CARES Act.

| | • | $35 million of other combined net decreases including a $13 million reduction in revenues related to provider tax programs which had no impact on net income attributable to UHS as reflected above since the amounts were offset between net revenues and other operating expenses. |

Income before income taxes increased $186 million to $1.25 billion during 2020 as compared to $1.07 billion during 2019.

| | • | a decrease of $20 million at our acute care facilities, as discussed below in *Acute Care Hospital Services*, including the favorable impact of approximately $306 million (net of amounts attributable noncontrolling interests) resulting from the |

| --- | --- |

We estimate our

Under ASC 605, our hospitals established a partial reserve for self-pay accounts in the allowance for doubtful accounts for both unbilled balances and those that have been billed and were under 90 days old.

All self-pay accounts were fully reserved at 90 days from the date of discharge.

Third party liability accounts were fully reserved in the allowance for doubtful accounts when the balance aged past 180 days from the date of discharge.

Patients that express an inability to pay were reviewed for potential sources of financial assistance including our charity care policy.

If the patient was deemed unwilling to pay, the account was written-off as bad debt and transferred to an outside collection agency for additional collection effort.

Under ASC 606, while similar processes and methodologies are considered, these revenue adjustments are considered at the time the services are provided in determination of the transaction price.

We

| Net revenues before provision for doubtful accounts | | | | | | | | | | | | | | | | | | $ | 11,278,942 | | | | | |

| Less: Provision for doubtful accounts | | | | | | | | | | | | | | | | | | | 869,077 | | | | | |

The increase consisted of:

Net revenues increased 3.5% or $362 million to $10.77 billion during 2018 as compared to $10.41 billion during 2017.

Income before income taxes decreased $100 million to $1.03 billion during 2018 as compared to $1.14 billion during 2017.

| | • | an increase of $67 million as discussed below in Acute Care Hospital Services; |

| | • | a decrease of $4 million as discussed below in Behavioral Health Services (excluding the $49 million intangible asset impairment charge recorded during 2018, as discussed below); |

| | • | a decrease of $102 million due to an increase recorded during 2018 to the reserve established in connection with the civil aspects of the government’s investigation of certain of our behavioral health care facilities (please see *Item 3 – Legal Proceedings* for additional disclosure); |

| | • | an increase of $127 million resulting from a net decrease in the provision for income taxes resulting primarily from: (i) a decrease in the provision for income taxes resulting from the $99 million decrease in pre-tax income; (ii) a decrease in the provision for income taxes during 2018 resulting from the Tax Cuts and Jobs Act of 2017 which, among other things, reduced the U.S. federal corporate tax rate from 35% to 21%; (iii) a decrease resulting from an $11 million increase in the provision for income taxes recorded during 2017 due to the repatriation tax incurred pursuant to the Tax Cuts and Jobs Act of 2017 (in connection with our behavioral health care facilities located in the U.K), partially offset by; (iv) an increase resulting from a $30 million decrease in the provision for income taxes recorded during 2017 due to a reduction |

| | | in our net deferred income tax liability resulting from a lower federal income tax rate beginning January 1, 2018 pursuant to the Tax Cuts and Jobs Act of 2017, and; (v) a $21 million increase to our provision for income taxes due to an unfavorable change resulting from our January 1, 2017 adoption of ASU 2016-09, which decreased our provision for income taxes by $1 million during 2018 as compared to $22 million during 2017. |

| | | December 31, 2018 | | | | | | | | December 31, 2017 | | | | | | |

| Net revenues before provision for doubtful accounts | | | | | | | | | | $ | 6,128,103 | | | | | |

| Less: Provision for doubtful accounts | | | | | | | | | | | 755,615 | | | | | |

| Net revenues | | $ | 5,618,428 | | | | 100.0 | % | | | 5,372,488 | | | | 100.0 | % |

| Salaries, wages and benefits | | | 2,366,078 | | | | 42.1 | % | | | 2,241,127 | | | | 41.7 | % |

| Other operating expenses | | | 1,238,787 | | | | 22.0 | % | | | 1,244,186 | | | | 23.2 | % |

| Supplies expense | | | 967,833 | | | | 17.2 | % | | | 905,164 | | | | 16.8 | % |

| Depreciation and amortization | | | 278,558 | | | | 5.0 | % | | | 262,950 | | | | 4.9 | % |

| Subtotal-operating expenses | | | 4,908,485 | | | | 87.4 | % | | | 4,710,635 | | | | 87.7 | % |

| Income from operations | | | 709,943 | | | | 12.6 | % | | | 661,853 | | | | 12.3 | % |

| Income before income taxes | | $ | 710,783 | | | | 12.7 | % | | $ | 659,169 | | | | 12.3 | % |

Income before income taxes increased $52 million or 8% to $711 million or 12.7% of net revenues during 2018 as compared to $659 million or 12.3% of net revenues during 2017.

Inpatient admissions to our acute care hospitals owned during both years increased 2.2% during 2018, as compared to 2017, while patient days increased 4.9%.

Adjusted admissions (adjusted for outpatient activity) increased 2.1% and adjusted patient days increased 4.8% during 2018, as compared to 2017.

On a same facility basis, net revenue per adjusted admission at these facilities increased 4.1% during 2018, as compared to 2017, and net revenue per adjusted patient day increased 1.4% during 2018, as compared to 2017.

| Net revenues before provision for doubtful accounts | | | | | | | | | | $ | 6,240,302 | | | | | |

| Less: Provision for doubtful accounts | | | | | | | | | | | 755,619 | | | | | |

| Net revenues | | $ | 5,719,905 | | | | 100.0 | % | | | 5,484,683 | | | | 100.0 | % |

| Salaries, wages and benefits | | | 2,367,014 | | | | 41.4 | % | | | 2,241,527 | | | | 40.9 | % |

| Other operating expenses | | | 1,341,088 | | | | 23.4 | % | | | 1,350,741 | | | | 24.6 | % |

| Supplies expense | | | 968,067 | | | | 16.9 | % | | | 905,165 | | | | 16.5 | % |

We account for our derivative and hedging activities using the Financial Accounting Standard Board’s guidance which requires all derivative [removed: instruments, including certain derivative instruments embedded in other contracts, to be carried at fair value on the balance sheet.]

[removed: We] [added: When applicable, we] assess the effectiveness of our hedge instruments on a quarterly basis.

The table below presents information about our long-term financial instruments that are sensitive to changes in interest rates as of December 31, [removed: 2019.][added: 2020.]

| | | [removed: 2020 | | | |] 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | | [added: 2025 | | | |] Thereafter | | | | Total | | |

| Average interest rates | | | [removed: 3.2] [added: 3.7] | % | | | [removed: 3.2] [added: 3.6] | % | | | [removed: 3.2] [added: 3.6] | % | | | [removed: 3.2] [added: 3.6] | % | | | 3.6 | % | | | [removed: 3.6] [added: 3.2] | % | | | [removed: 3.3] [added: 3.6] | % |

As calculated based upon our variable rate debt outstanding as of December 31, [removed: 2019] [added: 2020] that is subject to interest rate fluctuations, each 1% change in interest rates would impact our pre-tax income by approximately [removed: $29] [added: $26] million.

instruments, including certain derivative instruments embedded in other contracts, to be carried at fair value on the balance sheet.

When applicable, we measure our interest rate swaps at fair value on a recurring basis.

The fair value of our interest rate swaps is based on quotes from our counterparties.

We consider those inputs to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with derivative instruments and hedging activities.

| Debt | | $ | 2,081 | | | $ | 2,587 | | | $ | 2,918 | | | $ | 3,284 | | | $ | 2,371 | | | $ | 1,234,661 | | | $ | 1,247,902 | |

| Debt | | $ | 329,917 | | | $ | 105,000 | | | | 1,702,161 | | | | 5,000 | | | | 466,271 | | | | 0 | | | $ | 2,608,349 | |

| Average interest rates | | | 1.6 | % | | | 1.6 | % | | | 1.6 | % | | | 1.9 | % | | | 1.9 | % | | | 0.0 | % | | | 1.7 | % |

We performed periodic assessments of the cash flow hedge instruments during 2019 and 2018 and determined the hedges to be highly effective.

Although we can provide no assurance that we will ultimately do so, we are currently monitoring the interest rate environment and evaluating the terms of potential replacement interest rate swaps that we may enter into for a large portion, or potentially all, of the $1 billion total notional amount that expired on April 15, 2019.

| Debt | | $ | 1,650 | | | $ | 1,696 | | | $ | 700,266 | | | $ | 2,475 | | | $ | 2,823 | | | $ | 408,005 | | | $ | 1,116,915 | |

| Average interest rates | | | 4.9 | % | | | 4.9 | % | | | 4.9 | % | | | 5.2 | % | | | 5.1 | % | | | 4.7 | % | | | 5.0 | % |

| Debt | | $ | 85,900 | | | $ | 454,659 | | | | 105,000 | | | | 1,751,150 | | | | 5,000 | | | | 465,503 | | | $ | 2,867,212 | |

As of February [removed: 26, 2020,] [added: 25, 2021,] we owned and/or operated [removed: 354] [added: 360] inpatient facilities and [removed: 42] [added: 39] outpatient and other facilities including the following located in [removed: 37] [added: 38] states, Washington, D.C., the United Kingdom and Puerto Rico:

| | • | [removed: 14] [added: 17] free-standing emergency departments, and; |

Behavioral health care facilities [removed: (328] [added: (334] inpatient facilities and [removed: 21] [added: 15] outpatient facilities):

| | • | [removed: 19] [added: 12] outpatient behavioral health care facilities. |

| | • | [removed: 140] [added: 146] inpatient behavioral health care facilities, and; |

| | • | [removed: 2] [added: 3] outpatient behavioral health care facilities. |

As a percentage of our consolidated net revenues, net revenues from our acute care hospitals, outpatient facilities and commercial health insurer accounted for [added: 55% during 2020,] 54% during 2019 and 53% during [removed: each of 2018 and 2017.][added: 2018.]

Net revenues from our behavioral health care facilities and commercial health insurer accounted for [removed: 46%] [added: 45%] of our consolidated net revenues during [added: 2020, 46% during] 2019 and 47% during [removed: each of 2018 and 2017.][added: 2018.]

Our behavioral health care facilities located in the U.K. generated net revenues of approximately [removed: $554] [added: $584] million in [removed: 2019, $505] [added: 2020, $554] million in [removed: 2018] [added: 2019] and [removed: $429] [added: $505] million in [removed: 2017.][added: 2018.]

Total assets at our U.K. behavioral health care facilities were approximately [removed: $1.270] [added: $1.334] billion as of December 31, [removed: 2019, $1.224] [added: 2020, $1.270] billion as of December 31, [removed: 2018] [added: 2019] and [removed: $1.098] [added: $1.224] billion as of December 31, [removed: 2017.][added: 2018.]

In accordance with Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, we submitted our CEO’s certification to the New York Stock Exchange in [removed: 2019.][added: 2020.]

[removed: Additionally, contained in Exhibits 31.1 and 31.2 of this Annual Report on] Form 10-K, are our CEO’s and CFO’s certifications regarding the quality of our public disclosures under Section 302 of the Sarbanes-Oxley Act of 2002.

In addition, in response to cost containment pressures, we continue to implement programs at our facilities designed to improve financial performance and efficiency while continuing to provide quality care, including more efficient use of professional and paraprofessional staff, monitoring and adjusting staffing levels and equipment usage, improving patient management and reporting procedures and implementing more [added: efficient billing and collection procedures.]

| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Acute Care Hospitals | | | [removed: 6,379] [added: 6,457] | | | | [removed: 6,232] [added: 6,379] | | | | [removed: 6,127] [added: 6,232] | | | | [removed: 5,934] [added: 6,127] | | | | [removed: 5,832] [added: 5,934] | |

| Behavioral Health Centers | | | [removed: 23,812] [added: 23,661] | | | | [removed: 23,509] [added: 23,812] | | | | [removed: 23,151] [added: 23,509] | | | | [removed: 21,829] [added: 23,151] | | | | [removed: 21,202] [added: 21,829] | |

| Acute Care Hospitals | | | [removed: 6,205] [added: 6,285] | | | | [removed: 6,056] [added: 6,205] | | | | [removed: 5,954] [added: 6,056] | | | | [removed: 5,759] [added: 5,954] | | | | [removed: 5,656] [added: 5,759] | |

| Behavioral Health Centers | | | [removed: 23,711] [added: 23,559] | | | | [removed: 23,425] [added: 23,711] | | | | [removed: 23,068] [added: 23,425] | | | | [removed: 21,744] [added: 23,068] | | | | [removed: 21,116] [added: 21,744] | |

| Acute Care Hospitals | | | [removed: 317,983] [added: 286,535] | | | | [removed: 303,985] [added: 317,983] | | | | [removed: 297,390] [added: 303,985] | | | | [removed: 274,074] [added: 297,390] | | | | [removed: 261,727] [added: 274,074] | |

| Behavioral Health Centers | | | [removed: 488,367] [added: 448,870] | | | | [removed: 482,658] [added: 488,367] | | | | [removed: 467,822] [added: 482,658] | | | | [removed: 456,052] [added: 467,822] | | | | [removed: 447,007] [added: 456,052] | |

| Acute Care Hospitals | | | [removed: 4.6] [added: 5.1] | | | | [removed: 4.5] [added: 4.6] | | | | [removed: 4.4] [added: 4.5] | | | | [removed: 4.6] [added: 4.4] | | | | [removed: 4.7] [added: 4.6] | |

| Behavioral Health Centers | | | [removed: 13.3] [added: 13.7] | | | | 13.3 | | | | [removed: 13.6] [added: 13.3] | | | | [removed: 13.2] [added: 13.6] | | | | [removed: 13.1] [added: 13.2] | |

| Acute Care Hospitals (1) | | | [removed: 1,451,847] [added: 1,458,321] | | | | [removed: 1,376,988] [added: 1,451,847] | | | | [removed: 1,312,265] [added: 1,376,988] | | | | [removed: 1,251,511] [added: 1,312,265] | | | | [removed: 1,218,969] [added: 1,251,511] | |

| Behavioral Health Centers | | | [removed: 6,487,707] [added: 6,142,823] | | | | [removed: 6,418,334] [added: 6,487,707] | | | | [removed: 6,381,756] [added: 6,418,334] | | | | [removed: 6,004,066] [added: 6,381,756] | | | | [removed: 5,835,134] [added: 6,004,066] | |

| Acute Care Hospitals | | | 62 | % | | | [removed: 61] [added: 62] | % | | | [removed: 59] [added: 61] | % | | | [removed: 58] [added: 59] | % | | | [removed: 57] [added: 58] | % |

| Behavioral Health Centers | | | [removed: 75] [added: 71] | % | | | 75 | % | | | [removed: 76] [added: 75] | % | | | [removed: 75] [added: 76] | % | | | 75 | % |

| Acute Care Hospitals | | | [removed: 64] [added: 63] | % | | | [removed: 62] [added: 64] | % | | | [removed: 60] [added: 62] | % | | | [removed: 59] [added: 60] | % | | | 59 | % |

| Behavioral Health Centers | | | [removed: 75] [added: 71] | % | | | 75 | % | | | [removed: 76] [added: 75] | % | | | [removed: 75] [added: 76] | % | | | [removed: 76] [added: 75] | % |

See *Item [removed: 7.*][added: 7.]

[removed: *Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations—Sources of Revenue* for additional disclosure.

[removed: Regulation] [added: Regulation] and Other [removed: Factors][added: Factors]

PROs may deny payment for services provided, assess fines and also have the authority to recommend to the Department of Health and Human Services (“HHS”) that a provider that is in substantial non-compliance with the standards of the PRO be excluded [added: from participating in the Medicare program.]

If these audits identify overpayments, we could be required to pay a substantial rebate of prior years’ payments subject to [removed: various administrative appeal rights.]

Civil money penalties may include fines of up to [removed: $102,522] [added: $104,330] per violation and damages of up to three times the total amount of the remuneration and/or exclusion from participation in Medicare and Medicaid.

When a defendant is determined by a court of law to have violated the False Claims Act, the defendant may be liable for up to three times the actual damages sustained by the government, plus mandatory civil penalties of between [removed: $11,463] [added: $11,803] to [removed: $22,927] [added: $23,607] for each separate false claim.

The HIPAA security regulations require health care providers to implement [added: administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of patient information.]

The government also has expressed its intent to [added: investigate and enforce EMTALA violations actively in the future.]

[removed: Health] [added: Health] Care Industry [removed: Investigations:] [added: Investigations:] We are subject to claims and suits in the ordinary course of business, including those arising from care and treatment afforded by our hospitals and are party to various government investigations and litigation.

[removed: Employees] [added: Employees] and Medical [removed: Staff][added: Staff]

[added: As of early February, 2021, we had approximately 89,000 total employees consisting of: (i) approximately 78,800 employees located in the U.S., of which approximately 57,900 were employed full-time, and; (ii) approximately 10,200 employees located in the U.K.] Our hospitals are staffed by licensed physicians who have been admitted to the medical staff of individual hospitals.

Additionally, contained in Exhibits 31.1 and 31.2 of this Annual Report on

various administrative appeal rights.

CMS issued a final rule in 2020 that created a new Stark exception for value-based models.

Although the final regulations provide exceptions to the Stark Law, there may remain regulatory risks for participating hospitals, as well as financial and operational risks.

In 2020, the OIG issued a final rule that established an anti-kickback statute safe harbor for value based models.

Although the final regulations provide safe harbors, there may remain regulatory risks for participating hospitals, as well as financial and operational risks.

Human Capital Management

Labor Relations

Culture and Work Environment

Our commitment to “Service Excellence” serves as the foundation of our culture and is defined as providing world-class service that is professional, timely, effective and efficient to all of our customer groups at all times.

Serving as the foundation of our company mission, vision, and principles, Service Excellence is the way we approach every human interaction at our company, all the time, every day.

All new employees participate in a Service Excellence training session.

Employees learn what Service Excellence means at our company and develop an action plan on how to apply this to their everyday work.

The individual action plan is mutually shared and maintained with employees and their managers.

To recruit and retain a diverse and talented workforce, we continuously monitor and update our competitive compensation and benefit packages.

We regularly survey our employees to obtain their views and assess employee satisfaction.

We use the views expressed in the surveys to assess and update our people strategy and policies.

Ethical Standards

We set high ethical standards for ourselves because caring for our patients is a sacred trust.

We are committed to fostering a culture of accountability at all levels and encourage our employees to report anything they believe could be out of compliance with our values.

We provide protected ways for them to do that.

Our commitment to fairness and integrity extends to everyone with whom we interact and do business.

Diversity and Inclusion

We know that the quality of the patient experience is driven by the personal compassion, competence and commitment our team members deliver every day.

We value each member of our team and are committed to treating everyone with dignity and respect.

A collaborative approach among our staff is encouraged because we all share the goal of providing superior quality patient care and support to families and loved ones.

Health and Safety

Policies and training programs to encourage work safety are a major focus in our organization.

During 2020, our increased attention to workplace safety has enabled us to continue our commitment to keeping our employees and facilities safe during the COVID-19 pandemic.

Employee Development

We have a number of employee and leadership development programs in place to strengthen our company, help further our employees’ personal career goals and assist with succession planning.

We encourage employees to take charge of their career

development and set objectives in partnership with their managers.

We train managers to partner with employees and support them in their efforts.

We utilize various methods for personal and technical development: on-demand videos, webinars, classroom trainings, coaching, and more.

We also offer tuition reimbursement as a part of our benefits program.

Equal Employment Opportunity

We are committed to the principle of Equal Employment Opportunity for all employees and applicants.

It is our policy to ensure that both current and prospective employees receive equal employment opportunity without consideration of race, religion, color, national origin, nationality, ancestry, age, sex, marital status, sexual orientation, or disability in accordance with local, state and federal laws.

Employee Assistance – The UHS Foundation

efficient billing and collection procedures.

from participating in the Medicare program.

administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of patient information.

investigate and enforce EMTALA violations actively in the future.

Our facilities located in the U.S. had approximately 80,800 employees as of December 31, 2019, of whom approximately 58,100 were employed full-time.

In addition, our facilities located in the U.K. had approximately 9,600 employees as of December 31, 2019.

On January 30, 2020, the National Labor Relations Board issued a decision regarding the 2017 withdrawals of recognition of the SEIU for three bargaining units at Valley Hospital Medical Center (registered nurses) and Desert Springs Hospital (registered nurses and Technical employees) located in Las Vegas, Nevada.

The National Labor Relations Board held that the evidence supporting the withdrawals was not sufficient.

The Valley Hospital Medical Center and Desert Springs Hospital have chosen not to appeal this decision and have, instead, recognized the union and are resuming negotiations.

to maintain specified nurse-staffing levels.

The advisory agreement was Amended and Restated effective January 1, 2019.

Among other things, the Amended and Restated Advisory Agreement (the “Agreement”) eliminated the 20% annual incentive fee clause which we were previously entitled to under certain conditions (the incentive fee requirements have never been achieved).

Our pre-tax share of income from the Trust was $2.6 million during 2017, which is included in net revenues in the accompanying consolidated statements of income.

Included in our share of the Trust’s income for 2017 was a gain realized by the Trust in connection with a divestiture of property that was completed during the first quarter of 2017, as well as gain recorded in connection with hurricane-related insurance proceeds.

He has served in various

The information regarding our legal proceedings is contained in *Note 8 to the Consolidated Financial Statements - Commitments and Contingencies*, as included this Form 10-K, is incorporated herein by reference.

We operate in a highly regulated and litigious industry which subjects us to various claims and lawsuits in the ordinary course of business as well as regulatory proceedings and government investigations.

These claims or suits include claims for damages for personal injuries, medical malpractice, commercial/contractual disputes, wrongful restriction of, or interference with, physicians’ staff privileges, and employment related claims.

In addition, health care companies are subject to investigations and/or actions by various state and federal governmental agencies or those bringing claims on their behalf.

Government action has increased with respect to investigations and/or allegations against healthcare providers concerning possible violations of fraud and abuse and false claims statutes as well as compliance with clinical and operational regulations.

Currently, and from time to time, we and some of our facilities are subjected to inquiries in the form of subpoenas, Civil Investigative Demands, audits and other document requests from various federal and state agencies.

These inquiries can lead to notices and/or actions including repayment obligations from state and federal government agencies associated with potential non-compliance with laws and regulations.

Further, the federal False Claims Act allows private individuals to bring lawsuits (qui tam actions) against healthcare providers that submit claims for payments to the government.

Various states have also adopted similar statutes.

When such a claim is filed, the government will investigate the matter and decide if they are going to intervene in the pending case.

These qui tam lawsuits are placed under seal by the court to comply with the False Claims Act’s requirements.

If the government chooses not to intervene, the private individual(s) can proceed independently on behalf of the government.

Health care providers that are found to violate the False Claims Act may be subject to substantial monetary fines/penalties as well as face potential exclusion from participating in government health care programs or be required to comply with Corporate Integrity Agreements as a condition of a settlement of a False Claims Act matter.

In September 2014, the Criminal Division of the Department of Justice (“DOJ”) announced that all qui tam cases will be shared with their Division to determine if a parallel criminal investigation should be opened.

The DOJ has also announced an intention to pursue civil and criminal actions against individuals within a company as well as the corporate entity or entities.

In addition, health care facilities are subject to monitoring by state and federal surveyors to ensure compliance with program Conditions of Participation.

In the event a facility is found to be out of

compliance with a Condition of Participation and unable to remedy the alleged deficiency(s), the facility faces termination from the Medicare and Medicaid programs or compliance with a System Improvement Agreement to remedy deficiencies and ensure compliance.

The laws and regulations governing the healthcare industry are complex covering, among other things, government healthcare participation requirements, licensure, certification and accreditation, privacy of patient information, reimbursement for patient services as well as fraud and abuse compliance.

These laws and regulations are constantly evolving and expanding.

Further, the Legislation has added additional obligations on healthcare providers to report and refund overpayments by government healthcare programs and authorizes the suspension of Medicare and Medicaid payments “pending an investigation of a credible allegation of fraud.” We monitor our business and have developed an ethics and compliance program with respect to these complex laws, rules and regulations.

Although we believe our policies, procedures and practices comply with government regulations, there is no assurance that we will not be faced with the sanctions referenced above which include fines, penalties and/or substantial damages, repayment obligations, payment suspensions, licensure revocation, and expulsion from government healthcare programs.

Even if we were to ultimately prevail in any action brought against us or our facilities or in responding to any inquiry, such action or inquiry could have a material adverse effect on us.

Certain legal matters are described below:

Government Investigations:

UHS Behavioral Health

In February, 2013, the Office of Inspector General for the United States Department of Health and Human Services (“OIG”) served a subpoena requesting various documents from January, 2008 to the date of the subpoena directed at Universal Health Services, Inc. (“UHS”) concerning it and UHS of Delaware, Inc., and certain UHS owned behavioral health facilities including: Keys of Carolina, Old Vineyard Behavioral Health, The Meadows Psychiatric Center, Streamwood Behavioral Health, Hartgrove Hospital, Rock River Academy and Residential Treatment Center, Roxbury Treatment Center, Harbor Point Behavioral Health Center, f/k/a The Pines Residential Treatment Center, including the Crawford, Brighton and Kempsville campuses, Wekiva Springs Center and River Point Behavioral Health.

Prior to receipt of this subpoena, some of these facilities had received independent subpoenas from state or federal agencies.

Subsequent to the February 2013 subpoenas, some of the facilities above have received additional, specific subpoenas or other document and information requests.

In addition to the OIG, the DOJ and various U.S. Attorneys’ and state Attorneys’ General Offices are also involved in this matter.

Since February 2013, additional facilities have also received subpoenas and/or document and information requests or we have been notified are included in the omnibus investigation.

Those facilities include: National Deaf Academy, Arbour-HRI Hospital, Behavioral Hospital of Bellaire, St. Simons By the Sea, Turning Point Care Center, Salt Lake Behavioral Health, Central Florida Behavioral Hospital, University Behavioral Center, Arbour Hospital, Arbour-Fuller Hospital, Pembroke Hospital, Westwood Lodge, Coastal Harbor Health System, Shadow Mountain Behavioral Health, Cedar Hills Hospital, Mayhill Hospital, Southern Crescent Behavioral Health (Anchor Hospital and Crescent Pines campuses), Valley Hospital (AZ), Peachford Behavioral Health System of Atlanta, University Behavioral Health of Denton, El Paso Behavioral Health System, Newport News Behavioral Health Center, The Hughes Center, Forest View Hospital and Havenwyck Hospital.

In October, 2013, we were advised that the DOJ’s Criminal Frauds Section had opened an investigation of River Point Behavioral Health and Wekiva Springs Center.

We were subsequently notified that the Criminal Frauds section had opened investigations of National Deaf Academy, Hartgrove Hospital and UHS as a corporate entity.

In April 2017, the DOJ’s Criminal Division issued a subpoena requesting documentation from Shadow Mountain Behavioral Health.

In August 2017, Kempsville Center of Behavioral Health (a part of Harbor Point Behavioral Health previously identified above) received a subpoena requesting documentation.

We have recently been advised that the investigations being conducted by the DOJ’s Criminal Frauds Section and corresponding U.S. Attorneys’ Offices, of UHS and the above referenced facilities, have been closed.

In April, 2014, the Centers for Medicare and Medicaid Services (“CMS”) instituted a Medicare payment suspension at River Point Behavioral Health in accordance with federal regulations regarding suspension of payments during certain investigations.

The Florida Agency for Health Care Administration (“AHCA”) subsequently issued a Medicaid payment suspension for the facility.

River Point Behavioral Health submitted a rebuttal statement disputing the basis of the suspension and requesting revocation of the suspension.

Notwithstanding, CMS continued the payment suspension.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

The aggregate market value of voting stock held by non-affiliates at June 30, [removed: 2019] [added: 2020] was [removed: $10.3] [added: $7.0] billion.

The number of shares of the registrant’s Class A Common Stock, $.01 par value, Class B Common Stock, $.01 par value, Class C Common Stock, $.01 par value, and Class D Common Stock, $.01 par value, outstanding as of January 31, [removed: 2020,] [added: 2021,] were 6,577,100; [removed: 79,473,042;] [added: 77,836,686;] 661,688 and [removed: 18,411,] [added: 18,191,] respectively.

Portions of the registrant’s definitive proxy statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2019] [added: 2020] (incorporated by reference under Part III).

[removed: UNIVERSAL] [added: UNIVERSAL] HEALTH SERVICES, [removed: INC.][added: INC.]

[removed: 2019] [added: 2020] FORM 10-K ANNUAL REPORT

| Item 1A | | [Risk Factors](#ITEM_1A_RISK_FACTORS) | [removed: 12] [added: 13] |

| Item 1B | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | [removed: 25] [added: 26] |

| Item 2 | | [Properties](#ITEM_2_PROPERTIES) | [removed: 25] [added: 26] |

| Item 3 | | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | [removed: 34] [added: 35] |

| Item 4 | | [Mine Safety Disclosure](#ITEM_4_MINE_SAFETY_DISCLOSURES) | [removed: 38] [added: 35] |

| Item 5 | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU) | [removed: 39] [added: 36] |

| Item 6 | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | [removed: 42] [added: 38] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | [removed: 43] [added: 39] |

| Item 9A | | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | [removed: 82] [added: 83] |

| Item 16 | | [Form 10-K Summary](#ITEM_16_FORM_10_K_SUMMARY) | [removed: 89] [added: 90] |

| [SIGNATURES](#SIGNATURES) | | | [removed: 90] [added: 91] |

This Annual Report on Form 10-K is for the year ended December 31, [removed: 2019.][added: 2020.]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| Centennial Hills Hospital Medical Center | Las Vegas, Nevada | [removed: 262] [added: 336] | Owned |

| Doctor’s Hospital [removed: ER South] [added: Emergency Room Laredo] | Laredo, Texas | — | Leased |

| [removed: NWTX] [added: Northwest Emergency on] Georgia [removed: FED] | Amarillo, Texas | — | Owned |

| Edinburg Regional Medical Center/Children’s Hospital [added: (3)] | Edinburg, Texas | 235 | Owned |

| McAllen Medical Center (2) [added: (3)] | McAllen, Texas | 441 | Leased |

| McAllen Heart Hospital [added: (3)] | McAllen, Texas | 60 | Owned |

| South Texas Behavioral Health Center [added: (3)] | McAllen, Texas | 134 | Owned |

| [removed: STHS] [added: South Texas Health System] ER [removed: at] Alamo [added: (3)] | Alamo, Texas | — | Owned |

| [removed: STHS] [added: South Texas Health System] ER [removed: at] McColl [added: (3)] | Edinburg, Texas | — | Owned |

| [removed: STHS] [added: South Texas Health System] ER [removed: at] Mission (2) [added: (3)] | Mission, Texas | — | Leased |

| [removed: STHS] [added: South Texas Health System] ER [removed: at] Monte Cristo [added: (3)] | Edinburg, Texas | — | Owned |

| [removed: STHS] [added: South Texas Health System] ER [removed: at] Ware Road [added: (3)] | McAllen, Texas | — | Owned |

| [removed: STHS] [added: South Texas Health System] ER [removed: at] Weslaco (2) [added: (3)] | Weslaco, Texas | — | Leased |

| Inland Valley Campus (2) | Wildomar, California | [removed: 130] [added: 120] | Leased |

| [removed: Spring Valley FED] [added: ER at Blue Diamond] | Las Vegas, Nevada | — | Owned |

| [removed: Texoma Sherman] ER [added: at Sherman] | Sherman, Texas | — | Owned |

| [added: ER at] Westlake [removed: FED] | West Palm Beach, Florida | — | Leased |

| Belmont Pines Hospital | Youngstown, Ohio | [removed: 102] [added: 121] | Owned |

| Canyon Ridge Hospital | Chino, California | [removed: 106] [added: 157] | Owned |

| The Carolina Center for Behavioral Health | Greer, South Carolina | [removed: 138] [added: 156] | Owned |

| Holly Hill Hospital | Raleigh, North Carolina | [removed: 285] [added: 296] | Owned |

| Lakeside Behavioral Health System | Memphis, Tennessee | [removed: 345] [added: 373] | Owned |

| Laurel Ridge Treatment Center | San Antonio, Texas | [removed: 250] [added: 330] | Owned |

| Lighthouse Care Center of Augusta | Augusta, Georgia | [removed: 68] [added: 82] | Owned |

| The Meadows Psychiatric Center | Centre Hall, Pennsylvania | [removed: 117] [added: 119] | Owned |

| Michael’s House | Palm Springs, California | [removed: 120] [added: 90] | Owned |

| Michiana Behavioral Health Center | Plymouth, Indiana | [removed: 80] [added: 83] | Owned |

| North Spring Behavioral Healthcare | Leesburg, Virginia | [removed: 103] [added: 127] | Leased |

| Texas NeuroRehab Center | Austin, Texas | [removed: 151] [added: 123] | Owned |

| Turning Point Hospital | Moultrie, Georgia | [removed: 69] [added: 79] | Owned |

| Cambian Ansel Clinic | Nottingham, UK | [removed: 24] [added: 25] | Owned |

| Cygnet Hospital—Wyke | Wyke, UK | [removed: 52] [added: 49] | Owned |

| Oakwood Gardens (SL) | Wolverhampton, UK | [removed: 9 |] Leased |

| [removed: Name] [added: Name] of [removed: Facility] [added: Facility] | Location | Real Property Ownership Interest |

| (3) | [removed: Edinburg Regional Medical Center/Children’s Hospital, McAllen Medical Center, McAllen Heart Hospital, South Texas Behavioral Health Center, STHS ER at Mission and STHS ER at Weslaco] [added: These entities] are consolidated under one license operating as the South Texas Health System. |

| (5) | We manage and own a [removed: minority] [added: majority] interest in an LLC that owns and operates this center. |

The aggregate lease payments on facilities leased by us were $82 million in [removed: 2019, $81 million in 2018] [added: both 2020] and [removed: $80] [added: 2019 and $81] million in [removed: 2017.][added: 2018.]

| ER at Fruitville | Sarasota, Florida | — | Owned |

| ER at McCarren NW | Reno, Nevada | — | Owned |

| Northwest Emergency at Town Square | Amarillo, Texas | — | Owned |

| ER at Anna | Anna, Texas | — | Owned |

| Canyon Behavioral Health | Temple, Texas | 102 | Owned |

| Clive Behavioral Health (12) | Clive, Iowa | 100 | Leased |

| Ashbrook | Birmingham, UK | 16 | Owned |

| Cherry Tree House | Nottinghamshire, UK | 6 | Owned |

| Gledholt Mews | Huddersfield, UK | 21 | Owned |

| Glyn House | Stoke on Trent, UK | 5 | Owned |

| Newham House | Middlesbrough, UK | 20 | Owned |

| Nield House | Crewe, UK | 30 | Owned |

| North West Supported Living | Macclesfield, UK | 5 | Owned |

| Pindar House | Barnsley, UK | 22 | Owned |

| | | |

| | | |

| Outpatient Centers and Surgical Hospital | | |

| Name of Facility | Location | Real Property Ownership Interest |

| (12) | We manage and hold a 52% ownership interest in this facility. The remaining 48% ownership interest is held by an unaffiliated third party. The real property is leased from Universal Health Realty Income Trust. |

| --- | --- |

| NWTH FED | Amarillo, Texas | — | Owned |

| Chicago Children’s Center for Behavioral Health | Chicago, Illinois | 40 | Leased |

| The Oaks Treatment Center | Memphis, Tennessee | 71 | Owned |

| Coulby Lodge | North Yorkshire, UK | 8 | Owned |

| Foundations Chicago | Chicago, Illinois | Leased |

| Foundations Los Angeles | Los Angeles, California | Leased |

| Foundations Memphis | Memphis, Tennessee | Leased |

| Foundations Nashville | Nashville, Tennessee | Leased |

| Foundations Roswell | Roswell, Georgia | Leased |

| Foundations San Diego | San Diego, California | Leased |

| Good Samaritan Counseling Center | Anchorage, Alaska | Owned |

The number of stockholders of record as of January 31, [removed: 2020,] [added: 2021,] were as follows:

| Class [removed: B] [added: D] Common | | | [removed: 818] [added: 92] | |

| Class [removed: D] [added: B] Common | | | [removed: 95] [added: 895] | |

Pursuant to this program, which had an aggregate available repurchase authorization of [removed: $756.1] [added: $559.6] million as of December 31, [removed: 2019,] [added: 2020,] shares of our Class B Common Stock may be repurchased, from time to time as conditions allow, on the open market or in negotiated private transactions.

As reflected below, during the three-month period ended December 31, [removed: 2019, we have repurchased approximately 1.3 million] [added: 2020, no] shares [removed: at an aggregate cost of approximately $181.2 million (approximately $141 per share)] [added: were repurchased] pursuant to the terms of our stock repurchase [removed: program.][added: program, since as mentioned above, we have suspended our stock repurchase program as part of our various COVID-19 initiatives.]

[removed: In addition, 9,377] [added: During the three –month period ended December 31, 2020, 49,525] shares were repurchased in connection with income tax withholding obligations resulting from the exercise of stock options and the vesting of restricted stock grants.

During the period of October 1, [removed: 2019] [added: 2020] through December 31, [removed: 2019,] [added: 2020,] we repurchased the following shares:

We have a history of paying quarterly cash dividends to our [removed: shareholders and it is our intention at this time to pay comparable dividends in the future.][added: shareholders.]

[removed: Stock] [added: Stock] Price Performance [removed: Graph][added: Graph]

The following graph compares the cumulative total stockholder return on our common stock with the cumulative total return on the stock included in the Standard & Poor’s 500 Index and a Peer Group Index during the five year period ended December 31, [removed: 2019.][added: 2020.]

The graph assumes an investment of $100 made in our common stock and each Index as of January 1, [removed: 2015] [added: 2016] and has been weighted based on market capitalization.

[removed: | |  | | | | | | | |][added: ]

| [removed: Company] [added: Company] Name / [removed: Index | | 2014 Base | |] [added: Index] | | 2015 [added: Base] | | | | 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | | [added: | 2020 | | |]

In April, 2020, as part of various COVID-19 initiatives, we suspended our stock repurchase program.

We are planning to resume stock repurchases, subject to approval by our Board of Directors, during the second quarter of 2021.

| October, 2020 | | | — | | | | — | | | | 1,100 | | | $ | 0.01 | | | | — | | | $ | — | | | $ | — | | | $ | 559,563 | |

| November, 2020 | | | — | | | | 10,346 | | | | 573 | | | $ | 0.01 | | | | — | | | $ | — | | | $ | — | | | $ | 559,563 | |

| December, 2020 | | | — | | | | 39,179 | | | | 1,384 | | | $ | 0.01 | | | | — | | | $ | — | | | $ | — | | | $ | 559,563 | |

| Total October through December | | $ | \- | | | | 49,525 | | | | 3,057 | | | $ | 0.01 | | | | — | | | N/A | | | | $ | — | | | | | |

In April, 2020, as part of various COVID-19 initiatives, we suspended declaration and payment of quarterly dividends.

Our Board of Directors have recently approved resumption of quarterly dividend payments, of $0.20 per share, beginning in the first quarter of 2021.

| Universal Health Services, Inc. | | $ | 100.00 | | | $ | 89.32 | | | $ | 95.51 | | | $ | 98.53 | | | $ | 121.80 | | | $ | 116.92 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 111.96 | | | $ | 136.40 | | | $ | 130.42 | | | $ | 171.49 | | | $ | 203.04 | |

| Peer Group | | $ | 100.00 | | | $ | 90.10 | | | $ | 102.29 | | | $ | 138.74 | | | $ | 172.52 | | | $ | 197.03 | |

| October, 2019 | | | — | | | | 400,469 | | | | 3,589 | | | $ | 0.01 | | | | 400,000 | | | $ | 138.38 | | | $ | 55,353 | | | $ | 881,949 | |

| November, 2019 | | | — | | | | 338,970 | | | | 863 | | | $ | 0.01 | | | | 337,521 | | | $ | 139.90 | | | | 47,220 | | | $ | 834,729 | |

| December, 2019 | | | — | | | | 557,459 | | | | 1,535 | | | $ | 0.01 | | | | 550,000 | | | $ | 142.92 | | | $ | 78,606 | | | $ | 756,123 | |

| Total October through December | | $ | \- | | | | 1,296,898 | | | | 5,987 | | | $ | 0.01 | | | | 1,287,521 | | | $ | 140.72 | | | $ | 181,179 | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Universal Health Services, Inc. | | $ | 100.00 | | | $ | 107.74 | | | $ | 96.24 | | | $ | 102.90 | | | $ | 106.16 | | | $ | 131.23 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 101.38 | | | $ | 113.51 | | | $ | 138.29 | | | $ | 132.23 | | | $ | 173.86 | |

| Peer Group | | $ | 100.00 | | | $ | 84.91 | | | $ | 76.50 | | | $ | 86.85 | | | $ | 117.80 | | | $ | 146.47 | |

The following table contains our selected financial data for, or as of the end of, each of the five years ended December 31, [removed: 2019.][added: 2020.]

| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net revenues | | $ | [removed: 11,378,259] [added: 11,558,897] | | | $ | [removed: 10,772,278] [added: 11,378,259] | | | $ | [removed: 10,409,865] [added: 10,772,278] | | | $ | [removed: 9,766,210] [added: 10,409,865] | | | $ | [removed: 9,043,451] [added: 9,766,210] | |

| Income before income taxes | | $ | [removed: 1,066,337] [added: 1,252,083] | | | $ | [removed: 1,034,525] [added: 1,066,337] | | | $ | [removed: 1,135,009] [added: 1,034,525] | | | $ | [removed: 1,156,358] [added: 1,135,009] | | | $ | [removed: 1,145,901] [added: 1,156,358] | |

| Net income attributable to UHS | | $ | [removed: 814,854] [added: 943,953] | | | $ | [removed: 779,705] [added: 814,854] | | | $ | [removed: 752,303] [added: 779,705] | | | $ | [removed: 702,409] [added: 752,303] | | | $ | [removed: 680,528] [added: 702,409] | |

| Net margin | | | [removed: 7.2] [added: 8.2] | % | | | 7.2 | % | | | 7.2 | % | | | 7.2 | % | | | [removed: 7.5] [added: 7.2] | % |

| Return on average equity | | | [removed: 15.0] [added: 16.1] | % | | | [removed: 14.6] [added: 15.0] | % | | | [removed: 15.5] [added: 14.6] | % | | | [removed: 16.0] [added: 15.5] | % | | | [removed: 16.6] [added: 16.0] | % |

| Cash provided by operating activities | | $ | [removed: 1,438,469] [added: 2,360,169] | | | $ | [removed: 1,274,742] [added: 1,438,469] | | | $ | [removed: 1,247,585] [added: 1,274,742] | | | $ | [removed: 1,254,509] [added: 1,247,585] | | | $ | [removed: 1,045,310] [added: 1,254,509] | |

| Capital expenditures, net (1) | | $ | [removed: 634,095] [added: 731,307] | | | $ | [removed: 664,962] [added: 634,095] | | | $ | [removed: 557,506] [added: 664,962] | | | $ | [removed: 519,939] [added: 557,506] | | | $ | [removed: 379,321] [added: 519,939] | |

| Total assets | | $ | [removed: 11,668,250] [added: 13,476,879] | | | $ | [removed: 11,265,480] [added: 11,668,250] | | | $ | [removed: 10,761,828] [added: 11,265,480] | | | $ | [removed: 10,317,802] [added: 10,761,828] | | | $ | [removed: 9,615,444] [added: 10,317,802] | |

| Current maturities of long-term debt | | $ | [removed: 87,550] [added: 331,998] | | | $ | [removed: 63,446] [added: 87,550] | | | $ | [removed: 545,619] [added: 63,446] | | | $ | [removed: 105,895] [added: 545,619] | | | $ | [removed: 62,722] [added: 105,895] | |

| Long-term debt | | $ | [removed: 3,896,577] [added: 3,524,253] | | | $ | [removed: 3,935,187] [added: 3,896,577] | | | $ | [removed: 3,494,390] [added: 3,935,187] | | | $ | [removed: 4,030,230] [added: 3,494,390] | | | $ | [removed: 3,368,634] [added: 4,030,230] | |

| UHS’s common stockholders’ equity | | $ | [removed: 5,504,105] [added: 6,317,146] | | | $ | [removed: 5,389,262] [added: 5,504,105] | | | $ | [removed: 4,989,514] [added: 5,389,262] | | | $ | [removed: 4,533,220] [added: 4,989,514] | | | $ | [removed: 4,249,647] [added: 4,533,220] | |

| Percentage of total debt to total capitalization | | | [removed: 42] [added: 38] | % | | | [removed: 43] [added: 42] | % | | | [removed: 45] [added: 43] | % | | | [removed: 48] [added: 45] | % | | | [removed: 45] [added: 48] | % |

| Average licensed beds | | | [removed: 6,379] [added: 6,457] | | | | [removed: 6,232] [added: 6,379] | | | | [removed: 6,127] [added: 6,232] | | | | [removed: 5,934] [added: 6,127] | | | | [removed: 5,832] [added: 5,934] | |

| Average available beds | | | [removed: 6,205] [added: 6,285] | | | | [removed: 6,056] [added: 6,205] | | | | [removed: 5,954] [added: 6,056] | | | | [removed: 5,759] [added: 5,954] | | | | [removed: 5,656] [added: 5,759] | |

| Inpatient admissions | | | [removed: 317,983] [added: 286,535] | | | | [removed: 303,985] [added: 317,983] | | | | [removed: 297,390] [added: 303,985] | | | | [removed: 274,074] [added: 297,390] | | | | [removed: 261,727] [added: 274,074] | |

| Average length of patient stay | | | [removed: 4.6] [added: 5.1] | | | | [removed: 4.5] [added: 4.6] | | | | [removed: 4.4] [added: 4.5] | | | | [removed: 4.6] [added: 4.4] | | | | [removed: 4.7] [added: 4.6] | |

| Patient days | | | [removed: 1,451,847] [added: 1,458,321] | | | | [removed: 1,376,988] [added: 1,451,847] | | | | [removed: 1,312,265] [added: 1,376,988] | | | | [removed: 1,251,511] [added: 1,312,265] | | | | [removed: 1,218,969] [added: 1,251,511] | |

| Occupancy rate for licensed beds | | | 62 | % | | | [removed: 61] [added: 62] | % | | | [removed: 59] [added: 61] | % | | | [removed: 58] [added: 59] | % | | | [removed: 57] [added: 58] | % |

| Occupancy rate for available beds | | | [removed: 64] [added: 63] | % | | | [removed: 62] [added: 64] | % | | | [removed: 60] [added: 62] | % | | | [removed: 59] [added: 60] | % | | | 59 | % |

| Average licensed beds | | | [removed: 23,812] [added: 23,661] | | | | [removed: 23,509] [added: 23,812] | | | | [removed: 23,151] [added: 23,509] | | | | [removed: 21,829] [added: 23,151] | | | | [removed: 21,202] [added: 21,829] | |

| Average available beds | | | [removed: 23,711] [added: 23,559] | | | | [removed: 23,425] [added: 23,711] | | | | [removed: 23,068] [added: 23,425] | | | | [removed: 21,744] [added: 23,068] | | | | [removed: 21,116] [added: 21,744] | |

| Inpatient admissions | | | [removed: 488,367] [added: 448,870] | | | | [removed: 482,658] [added: 488,367] | | | | [removed: 467,822] [added: 482,658] | | | | [removed: 456,052] [added: 467,822] | | | | [removed: 447,007] [added: 456,052] | |

| Average length of patient stay | | | [removed: 13.3] [added: 13.7] | | | | 13.3 | | | | [removed: 13.6] [added: 13.3] | | | | [removed: 13.2] [added: 13.6] | | | | [removed: 13.1] [added: 13.2] | |

| Patient days | | | [removed: 6,487,707] [added: 6,142,823] | | | | [removed: 6,418,334] [added: 6,487,707] | | | | [removed: 6,381,756] [added: 6,418,334] | | | | [removed: 6,004,066] [added: 6,381,756] | | | | [removed: 5,835,134] [added: 6,004,066] | |

| Occupancy rate for licensed beds | | | [removed: 75] [added: 71] | % | | | 75 | % | | | [removed: 76] [added: 75] | % | | | [removed: 75] [added: 76] | % | | | 75 | % |

| Occupancy rate for available beds | | | [removed: 75] [added: 71] | % | | | 75 | % | | | [removed: 76] [added: 75] | % | | | [removed: 75] [added: 76] | % | | | [removed: 76] [added: 75] | % |

| Net income attributable to UHS—basic | | $ | [removed: 9.16] [added: 11.06] | | | $ | [removed: 8.35] [added: 9.16] | | | $ | [removed: 7.86] [added: 8.35] | | | $ | [removed: 7.22] [added: 7.86] | | | $ | [removed: 6.89] [added: 7.22] | |

| Net income attributable to UHS—diluted | | $ | [removed: 9.13] [added: 10.99] | | | $ | [removed: 8.31] [added: 9.13] | | | $ | [removed: 7.81] [added: 8.31] | | | $ | [removed: 7.14] [added: 7.81] | | | $ | [removed: 6.76] [added: 7.14] | |

| Dividends declared | | $ | [removed: 0.60] [added: 0.20] | | | $ | [removed: 0.40] [added: 0.60] | | | $ | 0.40 | | | $ | 0.40 | | | $ | 0.40 | |

| Weighted average number of shares outstanding—basic | | | [removed: 88,762] [added: 85,061] | | | | [removed: 93,276] [added: 88,762] | | | | [removed: 95,652] [added: 93,276] | | | | [removed: 97,208] [added: 95,652] | | | | [removed: 98,797] [added: 97,208] | |

| Weighted average number of shares and share equivalents outstanding—diluted | | | [removed: 89,040] [added: 85,587] | | | | [removed: 93,750] [added: 89,040] | | | | [removed: 96,325] [added: 93,750] | | | | [removed: 98,380] [added: 96,325] | | | | [removed: 100,694] [added: 98,380] | |

As of December 31, [removed: 2019,] [added: 2020,] under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended.

There have been no [removed: other] changes in our internal control over financial reporting or in other factors during the fourth quarter of [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[added: Also, projections] of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria in *Internal Control—Integrated Framework (2013)*, issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in its report which appears herein.

On January 1, 2019, we adopted ASC 842.

In connection with our adoption of ASC 842 we did implement changes to our internal controls relating to leases.

These changes included the development of new policies, enhanced contract review requirements and other ongoing monitoring activities.

These controls were designed to provide assurance at a reasonable level of the fair presentation of our condensed consolidated financial statements and related disclosures.

Also, projections

There is hereby incorporated by reference the information to appear under the captions “Election of Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” in our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2019.][added: 2020.]

There is hereby incorporated by reference the information to appear under the caption “Executive Compensation” in our Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2019.][added: 2020.]

There is hereby incorporated by reference the information to appear under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” in our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2019.][added: 2020.]

There is hereby incorporated by reference the information to appear under the captions “Certain Relationships and Related Transactions” and “Corporate Governance” in our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2019.][added: 2020.]

There is hereby incorporated by reference the information to appear under the caption “Relationship with Independent Auditors” in our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2019.][added: 2020.]

| [removed: 4.1] [added: 10.40] | | [removed: [Indenture,] [added: [Collateral Agreement,] dated as of August 7, 2014, among Universal Health Services, Inc., [removed: its subsidiaries specified therein,] [added: the subsidiary guarantors party thereto,] MUFG Union Bank, N.A., as [added: 2014] Trustee, [added: The Bank of New York Mellon Trust Company, N.A., as 2006 Trustee, and] JPMorgan Chase Bank, N.A., as [removed: Collateral Agent (including forms of the 3.750% Senior Secured Notes due 2019 and the 4.750% Senior Secured Notes due 2022),] [added: collateral agent,] previously filed as Exhibit [removed: 4.1] [added: 10.4] to the Company’s Current Report on Form 8-K dated August 12, 2014, is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/352915/000119312514306618/d773872dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312514306618/d773872dex104.htm)] |

| [removed: 4.2] [added: 4.1] | | [removed: [Supplemental Indenture,] [added: [Indenture,] dated as of June 3, 2016, [removed: to Indenture, dated as of August 7, 2014, by and among] [added: between] the Company, the subsidiary guarantors party thereto, MUFG Union Bank, N.A., as trustee, and JPMorgan Chase Bank, N.A., as collateral agent, previously filed as Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K dated June 8, 2016, is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312516616699/d200774dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312516616699/d200774dex42.htm)] |

| [removed: 4.3] [added: 4.2] | | [removed: [Indenture,] [added: [Additional Authorized Representative Joinder Agreement,] dated as of June 3, 2016, [removed: between] [added: among] the Company, the subsidiary guarantors party [removed: thereto, MUFG Union Bank, N.A., as trustee,] [added: thereto] and JPMorgan Chase Bank, N.A., as collateral agent, previously filed as Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K dated June 8, 2016, is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312516616699/d200774dex42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312516616699/d200774dex43.htm)] |

| [removed: 4.4] [added: 4.5] | | [Additional Authorized Representative Joinder Agreement, dated as of [removed: June 3, 2016,] [added: September 21, 2020,] among the Company, the [removed: subsidiary guarantors] [added: Subsidiary Guarantors] party [removed: thereto and] [added: thereto,] JPMorgan Chase Bank, N.A., as collateral agent, [added: the Authorized Representatives specified therein and MUFG Union Bank, N.A., as trustee, as an Additional Authorized Representative,] previously filed as Exhibit [removed: 4.3] [added: 4.2] to the Company’s Current Report on Form 8-K dated [removed: June 8, 2016,] [added: September 21, 2020,] is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312516616699/d200774dex43.htm)] [added: reference](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020044127/uhs-ex42_7.htm).] |

| [removed: 4.5] [added: 21] | | [removed: [Description of Securities] [added: [Subsidiaries] of [removed: the Registrant.](https://www.sec.gov/Archives/edgar/data/352915/000156459020006793/uhs-ex45_148.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/352915/000156459021008851/uhs-ex21_13.htm)] |

| [removed: 10.1*] [added: 10.48*] | | [Employment [removed: Agreement, dated as of July 24, 2013, by and] [added: Agreement] between Universal Health Services, Inc. and [removed: Alan B. Miller,] [added: Marc D. Miller dated as of December 23, 2020,] previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: July 26, 2013,] [added: December 23, 2020,] is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312513303584/d575993dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020058584/uhs-ex101_6.htm)] |

| [removed: 10.2*] [added: 10.49*] | | [removed: [Amendment dated as of November 5, 2018 to the Employment Agreement, dated as July 24, 2013, by and] [added: [Employment Agreement] between Universal Health Services, Inc. and Alan B. [removed: Miller,] [added: Miller dated as of December 23, 2020,] previously filed as Exhibit [removed: 10.1] [added: 10.2] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended September 30, 2018,] [added: 8-K dated December 23, 2020,] is incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459018028566/uhs-ex101_123.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020058584/uhs-ex102_7.htm)] |

| [removed: 10.3] [added: 10.1] | | [removed: [Advisory] [added: [Agreement, dated December 2, 2020, to renew Advisory] Agreement dated as of December 24, 1986, and amended and restated effective as of January 1, 2019 between Universal Health Realty Income Trust and UHS of Delaware, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/352915/000156459020006793/uhs-ex103_9.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/352915/000156459021008851/uhs-ex103_8.htm)] |

| [removed: 10.4] [added: 10.2] | | [Agreement, dated as of December 4, 2019, to renew Advisory Agreement, dated as of December 24, 1986, and amended and restated effective as of January 1, 2019 between Universal Health Realty Income Trust and UHS of Delaware, Inc., previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459019004919/uhs-ex103_37.htm) |

| [removed: 10.5] [added: 10.3] | | Form of Leases, including Form of Master Lease Document for Leases, between certain subsidiaries of the Company and Universal Health Realty Income Trust, filed as Exhibit 10.3 to Amendment No. 3 of the Registration Statement on Form S-11 and Form S-2 of Registrant and Universal Health Realty Income Trust (Registration No. 33-7872), is incorporated herein by reference (P). |

| [removed: 10.6] [added: 10.4] | | Corporate Guaranty of Obligations of Subsidiaries Pursuant to Leases and Contract of Acquisition, dated December 24, 1986, issued by the Company in favor of Universal Health Realty Income Trust, previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K dated December 24, 1986, is incorporated herein by reference (P). |

| [removed: 10.7] [added: 10.5] | | [Universal Health Services, Inc. Executive Retirement Income Plan dated January 1, 1993, previously filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000093176303000570/dex107.txt) |

| [removed: 10.8] [added: 10.6] | | [Universal Health Services, Inc. Supplemental Executive Retirement Income Plan effective as of June 1, 2018, dated as of June 18, 2018, previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459019017239/uhs-ex101_23.htm) |

| [removed: 10.9] [added: 10.7] | | Asset Purchase Agreement dated as of February 6, 1996, among Amarillo Hospital District, UHS of Amarillo, Inc. and Universal Health Services, Inc., previously filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by reference (P). |

| [removed: 10.10] [added: 10.8] | | Agreement of Limited Partnership of District Hospital Partners, L.P. (a District of Columbia limited partnership) by and among UHS of D.C., Inc. and The George Washington University, previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarters ended March 30, 1997, and June 30, 1997, is incorporated herein by reference (P). |

| [removed: 10.11] [added: 10.9] | | Contribution Agreement between The George Washington University (a congressionally chartered institution in the District of Columbia) and District Hospital Partners, L.P. (a District of Columbia limited partnership), previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, is incorporated herein by reference (P). |

| [removed: 10.12*] [added: 10.10*] | | [Amended and Restated Universal Health Services, Inc. Supplemental Deferred Compensation Plan dated as of January 1, 2002, previously filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000093176303000570/dex1029.txt) |

| [removed: 10.13*] [added: 10.11*] | | [Universal Health Services, Inc. Employee Stock Purchase Plan, previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-122188), dated January 21, 2005 is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312505009505/dex41.htm) |

| [removed: 10.14*] [added: 10.12*] | | [Universal Health Services, Inc. Third Amended and Restated 2005 Stock Incentive Plan as Amended, previously filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No.333-218359), dated May 31, 2017, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312517188941/d514264dex991.htm) |

| [removed: 10.15*] [added: 10.13*] | | [Form of Stock Option Agreement, previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated June 8, 2005, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312505121907/dex104.htm) |

| [removed: 10.16*] [added: 10.14*] | | [Form of Stock Option Agreement for Non-Employee Directors, previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated October 3, 2005, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312505195725/dex102.htm) |

| [removed: 10.17] [added: 10.15] | | [Amendment No. 1 to the Master Lease Document, between certain subsidiaries of Universal Health Services, Inc. and Universal Health Realty Income Trust, dated April 24, 2006, previously filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312507042808/dex1029.htm) |

| [removed: 10.18*] [added: 10.16*] | | [Amended and Restated Universal Health Services, Inc. 2010 Employees’ Restricted Stock Purchase Plan, previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2015, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312515281740/d941004dex102.htm) |

| [removed: 10.19*] [added: 10.17*] | | [Universal Health Services, Inc. 2010 Executive Incentive Plan, previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2015, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312515281740/d941004dex103.htm) |

| [removed: 10.20] [added: 10.18] | | [Omnibus Amendment to Receivables Sale Agreements, dated as of October 27, 2010, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 2, 2010, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312510243987/dex101.htm) |

| [removed: 10.21] [added: 10.19] | | [Amended and Restated Credit and Security Agreement, dated as of October 27, 2010, previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 2, 2010, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312510243987/dex102.htm) |

| [removed: 10.22] [added: 10.20] | | [Second Amendment to Amended and Restated Credit and Security Agreement, dated as of October 25, 2013, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 30, 2013, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312513417091/d619136dex101.htm) |

| [removed: 10.23] [added: 10.21] | | [Third Amendment to Amended and Restated Credit and Security Agreement, dated as of August 1, 2014, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 4, 2014, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312514293450/d768656dex101.htm) |

| [removed: 10.24] [added: 10.22] | | [Fourth Amendment to Amended and Restated Credit and Security Agreement, dated as of December 22, 2015, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 22, 2015, is incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/0000352915/000119312515416088/d106645dex101.htm). |

| [removed: 10.25] [added: 10.23] | | [Fifth Amendment to Amended and Restated Credit and Security Agreement, dated as of July 7, 2017, previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2017, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459017016003/uhs-ex101_20.htm) |

| [removed: 10.26] [added: 10.24] | | [Sixth Amendment to Amended and Restated Credit and Security Agreement, dated as of April 26, 2018, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 27, 2018, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459018009467/uhs-ex101_6.htm) |

| [removed: 10.27] [added: 10.25] | | [Assignment and Assumption Agreement, dated as of October 27, 2010, previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated November 2, 2010, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312510243987/dex103.htm) |

| [removed: 10.28] [added: 10.26] | | [Credit Agreement, dated as of November 15, 2010, by and among Universal Health Services, Inc., JPMorgan Chase Bank, N.A. and the various financial institutions as are or may become parties thereto, as Lenders, SunTrust Bank, The Royal Bank of Scotland, Plc, Bank of Tokyo-Mitsubishi UFJ Trust Company and Credit Agricole Corporate and Investment Bank, as co-documentation agents, Deutsche Bank Securities Inc. and Bank of America N.A. as co-syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 17, 2010, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000095015710002042/ex10-1.htm) |

| [removed: 10.29] [added: 10.27] | | [First Amendment, dated as of March 15, 2011, to the Credit Agreement, dated as of November 15, 2010, by and among Universal Health Services, Inc., JPMorgan Chase Bank, N.A. and the various financial institutions as are or may become parties thereto, as Lenders, certain banks as co-documentation agents, and as co-syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 15, 2011, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312511067583/dex101.htm) |

| [removed: 10.30] [added: 10.28] | | [Credit Agreement, dated as of November 15, 2010 and amended and restated as of September 21, 2012, by and among Universal Health Services, Inc. (the borrower), the several lenders from time to time parties thereto, Credit Agricole Corporate and Investment Bank, Mizuho Corporate Bank LTD., Royal Bank of Canada and The Royal Bank of Scotland PLC (as co-documentation agents), Bank of Tokyo-Mitsubishi UFJ Trust Company, Bank of America N.A. and SunTrust Bank (as co-syndication agents), and JPMorgan Chase Bank, N.A. (as administrative agent), previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 26, 2012, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312512404549/d415922dex101.htm) |

| [removed: 10.31] [added: 10.29] | | [Second Amendment, dated as of September 21, 2012, to the Credit Agreement, dated as of November 15, 2010 (as amended from time to time), among Universal Health Services, Inc., a Delaware corporation, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other agents party thereto, previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 26, 2012, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312512404549/d415922dex102.htm) |

| [removed: 10.32] [added: 10.30] | | [Third Amendment, dated as of May 16, 2013, to the Credit Agreement, dated as of November 15, 2010, as amended from time to time, among Universal Health Services, Inc., a Delaware corporation, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other agents party thereto, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 17, 2013, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312513225260/d540638dex101.htm) |

| [removed: 10.33] [added: 10.31] | | [Fourth Amendment, dated as of August 7, 2014, to the Credit Agreement, dated as of November 15, 2010, as previously amended from time to time, by and among Universal Health Services, Inc., the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other agents party thereto, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 12, 2014, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312514306618/d773872dex101.htm) |

| [removed: 10.34] [added: 10.32] | | [Fifth Amendment to the Credit Agreement, dated as of November 15, 2010, as amended on March 15, 2011, September 21, 2012, May 16, 2013 and August 7, 2014, among the Company, as borrower, the several banks and other financial institutions from time to time parties thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 8, 2016, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000119312516616699/d200774dex101.htm) |

| [removed: 10.35] [added: 10.33] | | [Sixth Amendment, dated as of October 23, 2018, to the Credit Agreement, dated as of November 15, 2010, as amended on March 15, 2011, September 21, 2012, May 16, 2013, August 7, 2014 and June 7, 2016, among the Company, as borrower, the several banks and other financial institutions from time to time parties thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 24, 2018, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459018024906/uhs-ex101_7.htm) |

| 4.3 | | [Description of Securities of the Registrant previously filed as Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020006793/uhs-ex45_148.htm) |

| 4.6 | | [Registration Rights Agreement, dated as of September 21, 2020, by and among the Company, the Subsidiary Guarantors party thereto, and J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several Initial Purchasers, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 21, 2020, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020044127/uhs-ex101_8.htm) |

| 10.41 | | [Universal Health Services, Inc. 2020 Omnibus Stock and Incentive Plan, previously filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-238880) dated June 2, 2020, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020028068/uhs-s8.htm) |

| 10.42 | | [Form of Stock Option Award Agreement under the Universal Health Services, Inc. 2020 Omnibus Stock and Incentive Plan, previously filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2020, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020038367/uhs-ex105_114.htm) |

| 10.43 | | [Form of Restricted Stock Award Agreement under the Universal Health Services, Inc. 2020 Omnibus Stock and Incentive Plan, previously filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2020, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020038367/uhs-ex106_115.htm) |

| 10.44 | | [Form of Restricted Stock Unit Award Agreement under the Universal Health Services, Inc. 2020 Omnibus Stock and Incentive Plan, previously filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2020, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020038367/uhs-ex107_113.htm) |

| 10.45 | | [Settlement Agreement among: (i) the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (OIG-HHS) of the Department of Health and Human Services (HHS); the Defense Health Agency (DHA), acting on behalf of the TRICARE Program; the Office of Personnel Management (OPM), which administers the Federal Employees Health Benefits Program (FEHBP); and the United States Department of Veteran Affairs (VA) (collectively, the United States); (ii) Universal Health Services, Inc. (“UHS, Inc.”) and UHS of Delaware, Inc. (“UHS of Delaware, Inc.”), acting on behalf of the entities listed on Exhibits A and B, (collectively the “Defendants” or “UHS”); and (iii) various individuals (collectively, the “Relators”), previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 10, 2020, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020032190/uhs-ex101_17.htm) |

| 10.46 | | [Form of Settlement Agreement between various states and Universal Health Services, Inc. and UHS of Delaware, Inc., acting on behalf of the entities listed on Exhibits A and B, previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 10, 2020, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020032190/uhs-ex102_15.htm) |

| 10.47 | | [Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Universal Health Services, Inc. and UHS of Delaware, Inc., previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 10, 2020, is incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000352915/000156459020032190/uhs-ex103_16.htm) |