Universal Health Services (UHS) 10-K risk factor changes: FY2024 vs FY2023

Texas: We own 7 inpatient acute care hospitals, [removed: 12] [added: 13] free-standing emergency [removed: departments] [added: departments, 1 acute outpatient center] and [removed: 21] [added: 20] inpatient behavioral healthcare facilities as listed in *Item 2.

On a combined basis, these facilities contributed [added: 16% and] 17% of our consolidated net revenues during [removed: both 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated [removed: 26%] [added: 21%] in [removed: 2023] [added: 2024] and [removed: 27%] [added: 26%] in [removed: 2022,] [added: 2023,] of our income from operations after net income attributable to noncontrolling interest.

Nevada: We own [removed: 9] [added: 10] inpatient acute care hospitals, [removed: 9] [added: 11] free-standing emergency departments, 3 acute outpatient centers and [removed: 3] [added: 4] inpatient behavioral healthcare facilities as listed in *Item 2.

On a combined basis, these facilities contributed [removed: 16%] [added: 18%] and [removed: 17%] [added: 16%] of our consolidated net revenues during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated [removed: 16%] [added: 27%] in [removed: 2023] [added: 2024] and [removed: 14%] [added: 16%] in [removed: 2022,] [added: 2023,] of our income from operations after net income attributable to noncontrolling interest.

[removed: Management's Discussion and Analysis of Financial Condition and Results of Operations - Provision for Asset Impairments,*] [added: On a combined basis,] after deducting an allocation for corporate overhead expense, these facilities generated [removed: 18%] [added: 12% in both 2024 and 2023,] of our income from operations after net income attributable to noncontrolling [removed: interest during 2022.][added: interest.]

On a combined basis, these facilities contributed 11% [added: of] our consolidated net revenues during both [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

In addition, certain of our facilities and our operations in those states may be adversely impacted by [removed: wildfires,] [added: wildfires (most particularly in California),] winter storms, and other severe weather conditions, which adverse weather conditions may be more frequent and/or severe as the result of climate change.

Such wildfires, storms or other severe weather conditions may cause considerable disruptions in our operations due to property damage or electrical outages experienced in affected areas by our personnel, payers, vendors and [removed: others.][added: others, and may cause our commercial property insurance premiums and/or self-insured retentions to increase significantly.]

Changes in these government programs in recent years have resulted in limitations on reimbursement and, in some cases, reduced [added: levels of reimbursement for healthcare services.]

We receive annual Medicaid revenues of approximately $100 million, or greater, from each of Texas, [removed: California,] Nevada, [added: California,] Illinois, Pennsylvania, Washington, D.C., [removed: Florida,] Kentucky, [added: Florida, Virginia,] Massachusetts and [removed: Virginia.][added: Mississippi.]

We also receive Medicaid disproportionate share hospital payments from certain states including, most significantly, [removed: Texas.]

The number of inpatient facilities, as well as outpatient surgical and diagnostic centers, many of which are [added: fully or partially owned by physicians, in the geographic areas in which we operate has increased significantly.]

[removed: As a result,] the [removed: success and competitive advantage of our hospitals depends, in part, on the number and quality of the physicians on the] medical staffs of our hospitals, the admitting practices of those physicians and our maintenance of good relations with those physicians.

In our acute care segment, [added: during the past few years] we [removed: have] experienced [removed: a] significant [removed: increase] [added: increases] in [removed: hospital based] [added: hospital-based] physician related [removed: expenses (especially] [added: expenses, especially] in the areas of emergency room care and [removed: anesthesiology) which has had a material unfavorable impact on our results of operations during 2023.][added: anesthesiology.]

[removed: Increases] [added: However, significant increases] in these physician related expenses could [removed: continue to] have [removed: an unfavorable] [added: a] material [added: unfavorable] impact on our [added: future] results of [removed: operations for the foreseeable future.][added: operations.]

In particular, like others in the healthcare industry, we [removed: continue to experience] [added: experienced] a shortage of nurses and other clinical staff and support personnel at our acute care and behavioral health care hospitals in many geographic [removed: areas,] [added: areas] which [removed: shortage has been] [added: was] exacerbated by the COVID‑19 pandemic.

[removed: We are treating patients with COVID‑19 in our facilities and, in] [added: In] some areas, the increased demand for care [removed: is putting] [added: during the COVID-19 pandemic put] a strain on our resources and staff, which [removed: has] required us to utilize higher‑cost temporary labor and pay premiums above standard compensation for essential workers.

[removed: This staffing shortage] [added: Personnel shortages] may require us to further enhance wages and benefits to recruit and retain nurses and other clinical staff and support personnel or require us to hire expensive temporary personnel.

[removed: The failure of one or more large employer or the closure or] substantial reduction in the number of individuals employed at facilities located in or near the communities where our hospitals operate, could cause affected employees to move elsewhere to seek employment or lose insurance coverage that was otherwise available to them.

In addition, we have been experiencing increasing rates of denied claims (“denials”) from managed care [removed: payers] [added: payers, including managed Medicare,] which have reduced our net revenues and increased our operating costs as we devote additional resources to enhanced documentation and collection efforts.

Beginning in [removed: 2024] [added: 2025] and continuing through 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: CAA,] [added: American Relief Act 2025,] which [removed: further delays] [added: delayed] the DSH reductions through [removed: 2024.][added: March 31, 2025.]

[removed: It] [added: Becerra* litigation currently before the U.S. Supreme Court, it] remains unclear what portions of that legislation may remain, or what any replacement or alternative programs may be created by future legislation.

[added: In the past,] CMS [removed: had] [added: has] granted section 1115 demonstration waivers providing for work and community engagement requirements for certain Medicaid eligible individuals.

[removed: Thus, we cannot predict the impact of the Legislation on our future reimbursement at this time and we] [added: We] can provide no assurance that [added: reductions to revenues earned pursuant to these programs, particularly in] the [removed: Legislation] [added: above-mentioned states,] will not have a material adverse effect on our future results of operations.

The Legislation provides that a healthcare provider that retains an overpayment in excess of 60 days is subject to the [added: federal civil False Claims Act.]

The Legislation also [removed: expands] [added: expanded] the Recovery Audit Contractor program to Medicaid.

Initiatives to repeal [added: or modify] the Legislation, in whole or in part, [removed: to delay elements of implementation or funding, and to offer amendments or supplements to modify its provisions] have been persistent.

Legislation has already been enacted that has eliminated the penalty for failing to maintain health coverage that was [added: an integral] part of the original Legislation.

The Court dismissed the case without [removed: specifically ruling on the constitutionality of the Legislation.]

The government has appealed the decision to the U.S. [removed: Circuit Court of Appeals for the Fifth Circuit.][added: Supreme Court.]

The IRA also continued [removed: the expanded] [added: certain] subsidies for individuals to obtain private health insurance under the Legislation through 2025.

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 [added: their payer-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 of our acute care hospitals to continue to meet the applicable [removed: meaningful use] criteria would have an adverse effect on our future net revenues and results of operations.

Among these laws are the federal False Claims Act, the Health Insurance Portability and Accountability Act of 1996, (“HIPAA”), the federal anti-kickback statute and the provision of the Social Security Act commonly known as the “Stark Law.” These laws, and particularly the anti-kickback statute and the Stark Law, impact the relationships that we may have with physicians and [added: other referral sources.]

Our operations in the United Kingdom are also subject to a high level of regulation relating to registration and licensing requirements employee regulation, clinical standards, environmental [removed: rules] [added: rules, data protection] as well as other areas.

While we continuously monitor [removed: our coverage,] [added: these factors,] our ultimate liability for professional and general liability claims could change materially from our current [removed: estimates.][added: estimates due to inherent uncertainties involved in making this estimate.]

[removed: However, if] [added: If] any of our or our third-party service providers’ systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and may experience loss or corruption of critical data such as protected health information or other data subject to privacy laws and proprietary business information and interruptions or disruptions and delays in our ability to perform critical functions, which could materially and adversely affect our businesses and results of operations and could result in significant penalties or fines, litigation, loss of customers, significant damage to our reputation and business, and other losses.

Changes resulting from the outcome of the 2024 elections may include increased reliance on Medicare Advantage programs, work requirements for Medicaid waiver program eligibility, increased focus on hospital outpatient site neutral payment policies, and similar initiatives that may reduce the availability of funding for federal healthcare programs or make eligibility for benefits more difficult.

There have been proposals to substantially decrease federal funding for state Medicaid Programs.

Any significant reduction in federal Medicaid funding to states would likely result in states reducing Medicaid payments to us which would have a material adverse effect on us.

As discussed in *Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations-Summary of Various State Medicaid Supplemental Payment Programs,* we receive revenues from various state and county-based programs, including Medicaid in all states in which we operate.

Texas.

Most of these programs are approved on a year-to-year basis and there is no assurance that these revenues will continue at their current rates or at all.

As a result, the success and competitive advantage of our hospitals depends, in part, on the number and quality of the physicians on

We have implemented various initiatives to mitigate the increased expense, to the degree possible, which has moderated the rate of increase experienced during 2024 and 2023.

The failure of one or more large employer or the closure or

We receive Medicaid DSH payments in certain states including, most significantly, Texas.

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.

As a result of the 2024 federal elections and the *Braidwood Management v.

The previous Trump administration's section 1115 waiver policy emphasized work requirements, eligibility restrictions on Medicaid, and capped funding.

The second Trump administration may, again, take a similar approach.

A repeal of the Legislation, in whole or in relevant part, may result in physicians being able to expand ownership interest in hospitals.

While President Trump did not campaign on repeal of the Legislation, executive and legislative efforts to eliminate or reduce the effect of certain Legislation provisions may yet occur.

The Legislation and its implementation have been, and remain, politically controversial.

specifically ruling on the constitutionality of the Legislation.

The effect of the 2024 federal elections on IRA price negotiation provisions or on the likelihood of extended health insurance enrollment subsidies beyond 2025 is not yet known.

The Trump administration has already taken steps to undo certain Biden-era executive orders, including those intended to lower drug costs for beneficiaries, and to freeze funding for federal programs.

While the administration’s initial freeze has since been rescinded, the administration is likely to make other attempts to reduce federal program expenditures and can generally be expected to oppose increases in ACA and Medicaid enrollment.

The law provides for a 30-day negotiation period for providers and payers to settle out-of-network claims.

If no agreement is reached after this period, either party may opt for a binding independent dispute resolution (“IDR”) process.

CMS regulations and guidance implementing the IDR process has been subject to a significant amount of provider-initiated litigation.

As a result, portions of those regulations and guidance materials have been vacated by a federal district court, causing CMS to, on several occasions, pause and resume IDR process operations, causing significant delay in the processing of claims.

Additionally, arguments made by the plaintiffs in such litigation have included allegations that CMS’s regulations and guidance materials are favorable to payers.

For these reasons, there can be no assurances that we will receive timely payments in connection with this process.

Our obligations under EMTALA may increase substantially going forward.

United Kingdom data protection laws, including the UK Data Protection Act and legislation commonly referred to as the UK GDPR, has required us to implement, and in the future may require us

to implement, additional costly, technical and organizational measures designed to protect the privacy and security of each of our patient’s health and related financial information, and other personal information.

For example, as discussed elsewhere herein:

On March 28, 2024, a jury returned a verdict for compensatory damages of $60 million and punitive damages of $475 million and a related judgment was entered against The Pavilion Behavioral Health System (the “Pavilion”), an indirect subsidiary of the Company.

In an order dated October 10, 2024, the trial court ordered a remittitur of punitive damages from $475 million to $120 million.

The court denied the Pavilion’s request for reduction of compensatory damages.

The Pavilion has filed an appeal of the remaining judgment and the Plaintiff filed a cross appeal of the remittitur of punitive damages.

Plaintiff has filed and served a Citation to Discover Assets ("Citation") on the Pavilion as well as Universal Health Services, Inc., and UHS of Delaware, Inc. ("UHS Entities") for the purported purpose of executing on the judgment during the pendency of the appeal.

We are currently contesting the Citation as to the UHS Entities who were not parties to the litigation as well as the breadth and scope of the Citation issued to the Pavilion.

Cumberland Hospital for Children and Adolescents (“Cumberland”), an indirect subsidiary of the Company, is a defendant in multi-plaintiff lawsuits filed in the Circuit Court for Richmond, Virginia (the “Cumberland Litigation”), relating to allegations of inappropriate sexual contact during medical examinations by Dr. Daniel Davidow, an independent contractor and the former medical director for Cumberland.

The Company and UHS of Delaware, Inc., our administrative services subsidiary (“UHS Delaware”), were also named as co-defendants in the Cumberland Litigation.

Excluding the impact of the $57.6 million provision for asset impairment recorded during 2022, as discussed in *Item 7.

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated 12% in 2023 and 15% in 2022, of our income from operations after net income attributable to noncontrolling interest.

levels of reimbursement for healthcare services.

fully or partially owned by physicians, in the geographic areas in which we operate has increased significantly.

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.

The impact of the COVID-19 pandemic, which began during the second half of March, 2020, has had a material effect on our operations and financial results since that time.

Since the future volumes and severity of COVID-19 patients remain highly uncertain and subject to change, including potential increases in future COVID-19 patient volumes caused by new variants of the virus, as well as related pressures on staffing and wage rates, we are not able to fully quantify the impact that these factors will have on our future financial results.

However, developments related to the COVID-19 pandemic could continue to materially affect our financial performance.

The healthcare industry is labor intensive and salaries, wages and benefits are subject to inflationary pressures, as are supplies expense and other operating expenses.

Our ability to pass on increased costs associated with providing healthcare to Medicare and Medicaid patients is limited due to various federal, state and local laws which, in certain circumstances, limit our ability to increase prices.

In addition, the nationwide shortage of nurses and other clinical staff and support personnel has been a significant operating issue facing us and other healthcare providers.

Like others in the healthcare industry, we continue to experience a shortage of nurses and other clinical staff and support personnel at our acute care and behavioral health care hospitals in many geographic areas.

In some areas, the labor scarcity is putting a strain on our resources and staff, which has required us to utilize higher cost temporary labor and pay premiums above standard compensation for essential workers.

This staffing shortage has required us to hire expensive temporary personnel and/or enhance wages and benefits to recruit and retain nurses and other clinical staff and support personnel.

At certain facilities, particularly within our behavioral health care segment, we have been unable to fill all vacant positions and, consequently, have been required to limit patient volumes.

Many of these factors, which had a material unfavorable impact on our results of operations during 2022, moderated to a certain degree during 2023.

The COVID-19 pandemic has led to a constrained supply environment which could result in higher cost to procure, and potential unavailability of, critical personal protection equipment, pharmaceuticals and medical supplies.

Should a supply disruption result in the inability to obtain especially high margin drugs and compound components necessary for patient care, our consolidated financial statements could be negatively impacted.

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, including the future volumes and severity of COVID-19 patients caused by new variants of the virus, as well as related pressures on staffing and wage rates and the strained supply environment, 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 for the foreseeable future.

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.

If general economic conditions, including inflation, deteriorate or remain volatile or uncertain for an extended period of time, our liquidity and ability to repay our outstanding debt may be harmed and the trading price of our common stock could decline.

These factors may affect the availability, terms or timing on which we may obtain any additional funding.

There can be no assurance that we will be able to raise additional funds on terms acceptable to us, if at all.

The federal government had previously declared COVID-19 a national emergency, that declaration expired on May 11, 2023 at which time the favorable payment provisions available to us during the declared national emergency ended.

Many of the federal and state legislative and regulatory measures allowing for flexibility in delivery of care and various financial supports for healthcare providers were available only for the duration of the public health emergency (“PHE”).

Most states have ended their state-level emergency declarations.

The end of the PHE status will result in the conclusion of those policies over various designated timeframes.

On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law and phased out the enhanced federal medical assistance percentage rate states have received during the COVID-19 PHE and fully eliminated the increase on December 31, 2023.

States were also permitted to begin Medicaid eligibility redeterminations on March 31, 2023, which is anticipated to result in a large decrease in Medicaid enrollment.

We cannot predict whether the loss of any such favorable conditions available to providers during the declared PHE will ultimately have a negative financial impact on us.

Compliance with the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program and Health Care Enhancement Act (“PPPHCE Act”).

The federal Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) created a $175 billion “Public Health and Social Services Emergency Fund” to reimburse eligible health care providers for “health care related expenses or lost revenues that are attributable to coronavirus” (the “PHSSEF”).

The retention of funds from the PHSSEF is conditioned on eligibility and the acceptance of terms and conditions, and other guidelines or requirements that may change from time to time, including with respect to recordkeeping and repayment requirements.

We received payments from the targeted distributions of the PHSSEF.

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 made available accelerated payments of Medicare funds in order to increase cash flow to providers.

We received accelerated payments under this program during 2020, and returned early all of those funds during the first quarter of 2021.

We, and other providers, will report healthcare related

This section generally discusses our results of operations for the year ended December 31, [removed: 2023,] [added: 2024,] as compared to the year ended December 31, [removed: 2022.][added: 2023.]

For discussion of our result of operations and changes in our financial condition for the year ended December 31, [removed: 2022] [added: 2023] as compared to the year ended December 31, [removed: 2021,] [added: 2022,] please refer to *Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations* in our Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] as filed with the Securities and Exchange Commission on February 27, [removed: 2023.][added: 2024.]

As of February [removed: 27, 2024,] [added: 26, 2025,] we owned and/or operated [removed: 360] [added: 359] inpatient facilities and [removed: 48] [added: 60] outpatient and other facilities, including the following, located in 39 states, Washington, D.C., the United Kingdom and Puerto Rico:

[removed: 27] [added: 28] inpatient acute care hospitals;

[removed: 27] [added: 33] free-standing emergency departments, and;

Behavioral health care facilities [removed: (333] [added: (331] inpatient facilities and [removed: 10] [added: 16] outpatient facilities):

[removed: 186] [added: 181] inpatient behavioral health care facilities, and;

[removed: 8] [added: 14] outpatient behavioral health care facilities.

[removed: 144] [added: 147] inpatient behavioral health care facilities, and;

Net revenues from our acute care hospitals, outpatient facilities and commercial health insurer accounted for [removed: 57%] [added: 56%] of our consolidated net revenues during [removed: each of 2023] [added: 2024] and [removed: 2022.][added: 57% during 2023.]

Net revenues from our behavioral health care facilities and commercial health insurer accounted for [removed: 43%] [added: 44%] of our consolidated net revenues during [removed: each of 2023] [added: 2024] and [removed: 2022.][added: 43% during 2023.]

Our behavioral health care facilities located in the U.K. generated net revenues of approximately [removed: $761] [added: $880] million in [removed: 2023] [added: 2024] and [removed: $685] [added: $761] million in [removed: 2022.][added: 2023.]

Total assets at our U.K. behavioral health care facilities were approximately [removed: $1.327] [added: $1.358] billion as of December 31, [removed: 2023] [added: 2024] and [removed: $1.235] [added: $1.327] billion as of December 31, [removed: 2022.][added: 2023.]

You should carefully review the information contained in this Annual Report, and should particularly consider any risk factors that we set forth in this Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] and in other reports or documents that we file from time to time with the Securities and Exchange Commission (the “SEC”).

in our acute care segment, we have experienced a significant increase in hospital based physician related [removed: expenses (especially] [added: expenses, especially] in the areas of emergency room care and [removed: anesthesiology) which has had a material unfavorable impact on our results of operations during 2023.][added: anesthesiology.]

[removed: Although we have implemented various initiatives to mitigate the increased expense, to the degree possible,] [added: However, significant] increases in these physician related expenses could [removed: continue to] have [removed: an unfavorable] [added: a] material [added: unfavorable] impact on our [added: future] results of [removed: operations for the foreseeable future;][added: operations;]

In the past, [removed: the] staffing [removed: shortage has,] [added: shortages have,] at times, required us to hire expensive temporary personnel and/or enhance wages and benefits to recruit and retain nurses and other clinical staff and support personnel.

[removed: The] [added: In the past,] staffing [removed: shortage has] [added: shortages have, at times,] required us to [added: hire expensive temporary personnel and/or] enhance wages and benefits to recruit and retain nurses and other clinical staff and support [removed: personnel or required us to hire expensive temporary] personnel.

We have also experienced general inflationary cost increases related to [removed: medical supplies as well as] certain of our other operating expenses.

Many of these factors, which had a material unfavorable impact on our results of operations [removed: during 2022,] [added: in prior years, have] moderated [removed: to a certain degree during 2023;][added: more recently.]

[removed: In addition, although] [added: Although our ability to pass on increased costs associated with providing healthcare to Medicare and Medicaid patients is limited, as discussed above,] we have been requesting and negotiating increased rates from commercial [removed: payers] [added: insurers] to defray our increased cost of providing patient [removed: care, commercial payers may be unwilling or unable to increase reimbursement rates commensurate with the inflationary impacts on our costs;][added: care.]

As such, [added: although interest rates have moderated more recently,] the effects of [removed: inflation and] increased borrowing rates [removed: may] [added: have] adversely [removed: impact] [added: impacted] our results of operations, financial condition and cash [removed: flows;][added: flows.]

[removed: on January 19, 2024,] President Biden signed into law [removed: H.R. 2872 which provides] fiscal year [removed: 2024] [added: 2025] appropriations to federal agencies for continuing projects and activities [removed: funded in four of the 12 annual appropriations bills] through March [removed: 1, 2024.][added: 14, 2025.]

[removed: On] [added: on] December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law [removed: and phases] [added: phasing] out the enhanced federal medical assistance percentage rate [added: that] states [removed: have] received during the COVID-19 [removed: PHE] [added: public health emergency] and fully [removed: eliminates] [added: eliminated] the increase on December 31, 2023.

States were also permitted to begin Medicaid eligibility redeterminations on March 31, 2023, which [removed: is anticipated to result] [added: has resulted] in a [removed: large] decrease in Medicaid [removed: enrollment.][added: enrollment;]

our ability to comply with the existing laws and government regulations, and/or changes in laws and government [removed: regulations;][added: regulations, including the recently enacted and proposed significant new tariffs.]

The Inflation Reduction Act of 2022 (“IRA”) was passed on August 16, 2022, which among other things, allows for [removed: CMS] [added: the Centers for Medicare and Medicaid Services ("CMS")] to negotiate prices for certain single-source drugs reimbursed under Medicare Part B and Part D.

The American Rescue Plan Act’s expansion of subsidies to purchase coverage through a Legislation exchange, which the IRA continued through 2025, [removed: is anticipated to increase] [added: has increased] exchange enrollment.

The U.S. Supreme Court [removed: rejected the latest such case on June 17, 2021, when the Court] held in *California v.

As a result, the Legislation [removed: will continue] [added: continued] to remain law, in its [removed: entirety, likely for the foreseeable future.][added: entirety.]

The [removed: legislation] [added: CAA] 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.

HHS, the Department of Labor and the Department of the Treasury have issued [removed: interim final rules, which begin] [added: rules] to implement the legislation.

The rules have limited the ability of our hospital-based physicians to receive payments for services at usually higher out-of-network rates in certain circumstances, and, as a result, have caused us to increase subsidies to these physicians or to replace their services at a higher cost [removed: level.][added: level;]

On February 28, 2022, a district judge in the Eastern District of Texas invalidated portions of the rule governing aspects of the [removed: Independent Dispute Resolution (“IDR”)] [added: IDR] process.

In light of this decision, the government issued a final rule on August 19, 2022 eliminating the rebuttable presumption in favor of the qualifying payment amount [removed: (“QPA”)] by the IDR entity and providing additional factors the IDR entity should consider when choosing between two competing offers.

as discussed below in *Sources of [removed: Revenue,*] [added: Revenue*,] we receive revenues from various state and county-based programs, including Medicaid in all the states in which we operate.

We receive annual Medicaid revenues of approximately $100 million, or greater, from each of Texas, [removed: California,] Nevada, [added: California,] Illinois, Pennsylvania, Washington, D.C., Kentucky, Florida, [added: Virginia,] Massachusetts and [removed: Virginia.][added: Mississippi.]

We also receive Medicaid [removed: disproportionate share hospital ("DSH")] [added: DSH] payments in certain states [removed: including Texas and South Carolina.][added: including, most significantly, Texas.]

[removed: The most recent] [added: Current] legislation [added: has] extended these reductions through 2032.

However, we cannot predict future inflationary increases, which if significant, could have a material unfavorable impact on our future results of operations.

We have experienced inflationary pressures, primarily in personnel costs, although those pressures have moderated more recently.

We have implemented various initiatives to mitigate the increased expense, to the degree possible, which has moderated the rate of increase.

the increase in interest rates during the past few years has increased our interest expense significantly thereby reducing our free cash flow.

We cannot predict future changes to interest rates, however, significant increases in our borrowing rates could have a material unfavorable impact on our future results of operations and our ability to access the capital markets on favorable terms;

Significant tariffs or other restrictions, if imposed on our imported pharmaceutical ingredients, medical devices, medical equipment and their ingredients and components, could escalate costs of medications, medical devices and medical equipment and disrupt our supply chains.

While we continue to evaluate the potential impact of the new tariffs on our business, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs or trade barriers by the U.S. and the

impacted foreign countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful;

However, the Trump administration has already taken steps to undo certain Biden-era executive orders, including those intended to lower drug costs for beneficiaries, and to freeze funding for federal programs.

While the administration’s initial freeze has since been rescinded, the administration is likely to make other attempts to reduce federal program expenditures and can generally be expected to oppose increases in ACA and Medicaid enrollment.

If the subsidies are not extended beyond 2025, exchange enrollment may be adversely impacted;

The decision was appealed to the U.S. Court of Appeals for the Fifth Circuit, which on June 21, 2024, affirmed the District Court’s ruling regarding preventive services recommended by United States Preventive Services Task Force being unconstitutional.

However, the Fifth Circuit overturned the nationwide injunction imposed by the District Court, preserving access to the majority of preventive services in dispute for now.

The U.S. Government appealed and on January 10, 2025, the U.S. Supreme Court agreed to hear the matter.

The outcome and impacts of this litigation cannot be predicted.

in June 2024, the U.S. Supreme Court issued its decision in *Loper Bright Enters.

v.

Raimondo* and *Relentless, Inc. v.

Department of Commerce*, which modified the regulatory interpretation standard established 40 years ago by *Chevron v.

National Resources Defense Council*.

Chevron doctrine generally required courts to defer to federal agencies in their interpretation of federal statutes when a statute was silent or ambiguous with respect to a specific issue.

In *Loper Bright*, the Supreme Court held that courts are no longer required to grant such deference, though they may consider an agency’s statutory interpretation.

As it is highly regulated, the health care industry could be significantly impacted by the *Loper Bright* decision, particularly in the areas of Medicare reimbursement, decision making by the Food & Drug

Administration and health care fraud and abuse compliance, where parties may no longer be able to rely on federal agencies’ policies, rules and guidance;

the outcome of known and unknown litigation, government investigations, inquiries, false claims act allegations, and liabilities and other claims asserted against us and other matters, and the effects of adverse publicity relating to such matters, including, but not limited to, the jury verdicts returned against The Pavilion Behavioral Health System (the "Pavilion") and Cumberland Hospital for Children and Adolescents ("Cumberland"), two of our indirect subsidiaries, as disclosed in *Note 8 to the Consolidated Financial Statements - Commitments and Contingencies, Legal Proceedings.* We are uncertain as to the ultimate financial exposure related to the Pavilion and Cumberland matters (which relate to occurrences in the 2020 policy year) and we can make no assurances regarding timing or substance of their outcome, or the amount of damages that may be ultimately held recoverable after post-judgment proceedings and appeals.

As of December 31, 2024, without reduction for any potential amounts related to the Pavilion and Cumberland matters, the Company and its subsidiaries have aggregate insurance coverage of approximately $221 million remaining under commercial policies for matters applicable to the 2020 policy year (in excess of the applicable self-insured retention amounts of $10 million per single occurrence/$25 million for multi-plaintiff matters for professional liability claims and $3 million per occurrence for general liability claims).

In the event the resolution of the Pavilion and/or Cumberland matters exhausts all or a significant portion of the remaining commercial insurance coverage available to the Company and its subsidiaries related to other matters that occurred in 2020, or the Pavilion and Cumberland matters cause the posting of large bonds or other collateral during the appeal processes, our future results of operations and capital resources would be materially adversely impacted;

Most of these programs are approved on a year-to-year basis and there is no assurance that these revenues will continue at their current rates or at all.

The prior President Trump administration had attempted to limit Medicaid expenditures by, for example, attaching work requirements to eligibility for Medicaid waiver benefits.

The

second Trump administration is likely to explore similar solutions to limit Medicaid enrollment or expenditure.

The Trump administration has already taken steps to undo Biden-era executive orders and to freeze funding for federal programs.

While the administration’s initial freeze has since been rescinded, the administration is likely to make other attempts to reduce federal program expenditures and can generally be expected to oppose increases in ACA and Medicaid enrollment.

In implementing the discount policy, we

| | | 2024 | | | | | | | | 2023 | | | | | | | |

| | | 2024 | | | | 2023 | | |

We have also experienced general inflationary cost increases related to certain of our other operating expenses.

However, we cannot predict future inflationary increases, which if significant, could have a material unfavorable impact on our future results of operations.

We have experienced inflationary pressures, primarily in personnel costs, although those pressures have moderated more recently.

The extent of any future impacts from inflation on our business and our results of operations will be dependent upon how long the elevated inflation levels persist and the extent to which the rate of inflation further increases, if at all, neither of which we are able to predict.

In addition, the nationwide shortage of nurses and other clinical staff and support personnel experienced by healthcare providers in the past has been a significant operating issue facing us and other healthcare providers.

in 2021, the rate of inflation in the United States began to increase and has since risen to levels not experienced in over 40 years.

We are experiencing inflationary pressures, primarily in personnel costs, and we anticipate continuing impacts on other cost areas within the next twelve months.

The rapid increase in interest rates have increased our interest expense significantly increasing our expenses and reducing our free cash flow and our ability to access the capital markets on favorable terms.

The remaining eight annual appropriations bills are funded through March 8, 2024.

in January 2020, the Centers for Disease Control and Prevention confirmed the spread of COVID-19 to the United States and, in March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

Although the federal government had previously declared COVID-19 a national emergency, that declaration expired on May 11, 2023 at which time the favorable payment provisions available to us during the declared national emergency ended.

Many of the federal and state legislative and regulatory measures allowing for flexibility in delivery of care and various financial supports for healthcare

providers were available only for the duration of the public health emergency (“PHE”).

Most states have ended their state-level emergency declarations.

The end of the PHE status will result in the conclusion of those policies over various designated timeframes.

We cannot predict whether the loss of any such favorable conditions available to providers during the declared PHE will ultimately have a negative financial impact on us.

The federal Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) created a $175 billion “Public Health and Social Services Emergency Fund” to reimburse eligible health care providers for “health care related expenses or lost revenues that are attributable to coronavirus” (the “PHSSEF”).

We received payments from the 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 made available accelerated payments of Medicare funds in order to increase cash flow to providers.

We received accelerated payments under this program during 2020, and returned early all of those funds during the first quarter of 2021, as disclosed herein.

Providers receiving PHSSEF payments were required to sign terms and conditions regarding utilization of the payments.

We, and other 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.

The impact of the COVID-19 pandemic, which began in March, 2020, has had a material effect on our operations and financial results, at various times, since that time.

We cannot predict if there will be future disruptions caused by the COVID-19 pandemic;

President Biden has undertaken and is expected to undertake additional executive actions that will strengthen the Legislation and reverse the policies of the prior administration.

The government has appealed the decision to the U.S. Circuit Court of Appeals for the Fifth Circuit.

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 payer-specific negotiated rates, minimum negotiated rates, maximum negotiated rates, and discounted cash rates, 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.

On November 2, 2021, CMS released a final rule amending several hospital price transparency policies and increasing the amount of penalties for noncompliance through the use of a scaling factor based on hospital bed count.

On April 26, 2023, CMS announced updated enforcement processes that requires a shortened timeline for coming into compliance when a violation has been identified and the automatic imposition of a civil monetary penalties in certain circumstances of noncompliance;

On September 22, 2022, the Texas Medical Association filed a lawsuit challenging the IDR process provided in the updated final rule and alleging that the final rule unlawfully elevates the QPA above other factors the IDR entity must consider.

On February 6, 2023, a federal judge vacated parts of the rule, including provisions related to considerations of the QPA.

The government's appeal of the district court's order is pending in the U.S. Court of Appeals for the Fifth Circuit;

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 *Note 8 to the Consolidated Financial Statements - Commitments and Contingencies* and the effects of adverse publicity relating to such matters*;*

The Bipartisan Budget Act of 2015, enacted on November 2, 2015, continued the 2% reductions to Medicare reimbursement imposed under the 2011 Act.

Recent legislation suspended payment reductions through December 31, 2021 in exchange for extended cuts through 2030.

Subsequent legislation extended the payment reduction suspension through March 31, 2022, with a 1% payment reduction from then until June 30, 2022 and the full 2% payment reduction thereafter.

See below in *2019 Novel Coronavirus Disease Medicare and Medicaid Payment Related Legislation – Medicare Sequestration Relief*, for additional disclosure related to the favorable effect the legislative extensions have had on our results of operations;

| | | 2023 | | | | | | | | 2022 | | | | | | | |

| | | 2023 | | | | 2022 | | |

In some areas, the labor scarcity has strained our resources and staff, which has required us to utilize higher‑cost temporary labor and pay premiums above standard compensation for essential workers.

Although we have implemented various initiatives to mitigate the increased expense, to the degree possible, increases in these physician related expenses could continue to have an unfavorable material impact on our results of operations for the foreseeable future.

The table below presents information about our long-term financial instruments that are sensitive to changes in interest rates as of December 31, [removed: 2023.][added: 2024.]

| | | [removed: 2024 | | | |] 2025 | | | | 2026 | | | | 2027 | | | | 2028 | | | | [added: 2029 | | | |] Thereafter | | | | Total | | |

| Average interest rates | | | [removed: 7.0] [added: 5.8] | % | | | [removed: 7.0] [added: 5.8] | % | | | [removed: 7.0] [added: 5.8] | % | | | [removed: 0.0] [added: 5.8] | % | | | [removed: 0.0] [added: 5.8] | % | | | 0.0 | % | | | [removed: 7.0] [added: 5.8] | % |

As calculated based upon our variable rate debt outstanding as of December 31, [removed: 2023] [added: 2024] that is subject to interest rate fluctuations, each 1% change in interest rates would impact our pre-tax income by approximately [removed: $27] [added: $13] million.

| Debt | | $ | 10,059 | | | $ | 708,317 | | | $ | 11,501 | | | $ | 12,402 | | | $ | 508,665 | | | $ | 1,931,356 | | | $ | 3,182,300 | |

| Average interest rates | | | 3.2 | % | | | 3.2 | % | | | 3.7 | % | | | 3.6 | % | | | 3.6 | % | | | 3.8 | % | | | 3.5 | % |

| Debt | | $ | 30,000 | | | $ | 30,000 | | | | 60,000 | | | | 60,000 | | | | 1,142,241 | | | | 0 | | | $ | 1,322,241 | |

| Debt | | $ | 6,686 | | | $ | 6,345 | | | $ | 702,847 | | | $ | 7,191 | | | $ | 7,751 | | | $ | 1,431,774 | | | $ | 2,162,594 | |

| Average interest rates | | | 2.4 | % | | | 2.4 | % | | | 2.4 | % | | | 2.8 | % | | | 2.8 | % | | | 3.2 | % | | | 2.7 | % |

| Debt | | $ | 120,000 | | | $ | 120,000 | | | | 2,509,875 | | | | 0 | | | | 0 | | | | 0 | | | $ | 2,749,875 | |

As of February [removed: 27, 2024,] [added: 26, 2025,] we owned and/or operated [removed: 360] [added: 359] inpatient facilities and [removed: 48] [added: 60] outpatient and other facilities, including the following, located in 39 states, Washington, D.C., the United Kingdom and Puerto Rico:

[removed: 27] [added: 28] inpatient acute care hospitals;

[removed: 27] [added: 33] free-standing emergency departments, and;

Behavioral health care facilities [removed: (333] [added: (331] inpatient facilities and [removed: 10] [added: 16] outpatient facilities):

[removed: 186] [added: 181] inpatient behavioral health care facilities, and;

[removed: 8] [added: 14] outpatient behavioral health care facilities.

[removed: 144] [added: 147] inpatient behavioral health care facilities, and;

Net revenues from our acute care hospitals, outpatient facilities and commercial health insurer accounted for [removed: 57%] [added: 56%] of our consolidated net revenues during [removed: each of 2023] [added: 2024] and [removed: 2022.][added: 57% during 2023.]

Net revenues from our behavioral health care facilities and commercial health insurer accounted for [removed: 43%] [added: 44%] of our consolidated net revenues during [removed: each of 2023] [added: 2024] and [removed: 2022.][added: 43% during 2023.]

Our behavioral health care facilities located in the U.K. generated net revenues of approximately [removed: $761] [added: $880] million in [removed: 2023] [added: 2024] and [removed: $685] [added: $761] million in [removed: 2022.][added: 2023.]

Total assets at our U.K. behavioral health care facilities were approximately [removed: $1.327] [added: $1.358] billion as of December 31, [removed: 2023] [added: 2024] and [removed: $1.235] [added: $1.327] billion as of December 31, [removed: 2022.][added: 2023.]

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: 2023.][added: 2024.]

Other information related to our revenues, income and other operating information for each reporting segment of our business is provided in [removed: Note] [added: *Note] 12 to our Consolidated Financial Statements, [removed: *Segment] [added: Segment] Reporting.*

The law and regulations require [removed: Peer Review] [added: Quality Improvement] Organizations [removed: (“PROs”)] [added: (“QIOs”)] to review the appropriateness of Medicare and Medicaid patient admissions and discharges, the quality of care provided, the validity of diagnosis related group (“DRG”) classifications and the appropriateness of cases of extraordinary length of stay.

[removed: PROs] [added: QIOs] 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 [removed: PRO] [added: QIO] be excluded from participating in the Medicare program.

We have contracted with [removed: PROs] [added: QIOs] in each state where we do business to perform the required reviews.

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

[added: The fact that] conduct or a business arrangement does not fall within a safe harbor or exception does not automatically render the conduct or business arrangement illegal under the anti-kickback statute.

Civil money penalties may include fines [removed: of up to $120,816 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 [removed: of between $13,508 to $27,018] for each separate false claim.

HIPAA Administrative Simplification and Privacy Requirements: The administrative simplification provisions of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), require the use of uniform [added: electronic data transmission standards for health care claims and payment transactions submitted or received electronically.]

HIPAA also established federal rules protecting the privacy and security of personal health [removed: information.][added: information, including recently proposed updates to HIPAA security rule requirements.]

[removed: Recent changes to the] HIPAA regulations may result in greater compliance requirements for healthcare providers, including [removed: expanded] obligations to report breaches of unsecured patient data, as well as [removed: create new] [added: potential] liabilities [removed: for] [added: resulting from] the actions of parties acting as business associates on our behalf.

In addition to any liabilities that a hospital may incur under EMTALA, an injured patient, the patient’s family or a medical facility that suffers a financial loss as a [removed: direct result of another hospital’s violation of the law can bring a civil suit against the hospital unrelated to the rights granted under that statute.]

[added: We are] also subject to a highly regulated business environment, and failure to comply with the various laws and regulations applicable to us could lead to substantial penalties and other adverse effects on our business.

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 96,700] [added: 99,000] total employees consisting of: (i) approximately [removed: 84,450] [added: 86,000] employees located in the U.S., of which approximately [removed: 61,100] [added: 63,000] were employed full-time, and; (ii) approximately [removed: 12,250] [added: 13,000] employees located in the U.K. Our hospitals are staffed by licensed physicians who have been admitted to the medical staff of individual hospitals.

Within our acute care division, approximately [removed: 380] [added: 370] physicians are employed by physician practice management subsidiaries of ours either directly or through contracts with affiliated group practices structured as 501A corporations.

In addition, within our behavioral health division, approximately [removed: 500] [added: 510] physicians are employed by subsidiaries of ours either directly or through contracts with affiliated group practices structured as 501A corporations.

Each of our hospitals is managed on a day-to-day basis by a [removed: managing director] [added: chief executive officer] employed by a subsidiary of ours.

Approximately [removed: 535] [added: 970] of our employees at [removed: four] [added: three] of our hospitals are unionized.

Learning key attributes of our Service Excellence standards, which include continuous improvement, employee development, ethical and fair treatment of all, teamwork, [added: quality,] compassion and innovation in service delivery, provides newly hired employees a thorough understanding of our company culture.

In [removed: 2023,] [added: 2024,] we held [removed: 13] [added: 12] workshops with [removed: 134] [added: 137] individuals certified as Service Excellence Facilitators.

During [removed: 2023,] [added: 2024,] we strengthened our recruitment efforts, improved the overall hiring and onboarding experience (89% very satisfied/satisfied with overall recruitment process), expanded the training resources employees need to do their jobs effectively and safely, facilitated more teamwork and collaboration, addressed burnout, expanded mentorship and increased employee engagement.

We conducted [removed: a Pulse] [added: an] Employee Engagement Survey and had an overall participation rate of [removed: 67%] [added: 72%] across the organization.

[removed: 81%] [added: 83%] of staff indicated “I feel included on my team/work unit.” Engagement efforts such as services awards, safety programs and employee-led service excellence/culture committees has assisted with increased employee retention.

These include formal instructor-led, in-person or virtual training, informal mentoring or networking [removed: opportunities] [added: opportunities,] or self-administered online courses.

In [removed: 2023,] [added: 2024,] Chamberlin University students participated in more than 1,000 clinical rotations at various acute care and behavioral health care facilities of ours nationwide.

Our commitment to diversity, [removed: equality] [added: equity,] and inclusion includes regularly monitoring employment practices to ensure [removed: equity,] [added: inclusivity] regardless of an employee’s gender, race or ethnicity and championing for inclusive behaviors through leadership example, policies and procedures, training and special events.

[removed: In 2023, we continued to expand] [added: Employees can access] the UHS Resource Guide which provides details on access to the benefits, resources and support tools available to employees throughout our organization.

In [removed: 2023,] [added: 2024,] the UHS Foundation continued to support employees and their families who suffered losses due to natural disasters across the country, including tornados in Arkansas and [added: Tennessee,] Hurricane [removed: Ian.][added: Beryl (in Texas) and Hurricanes Debby, Milton and Helene (in Florida).]

These types of referrals are known as “self-referrals.” Medicare may deny payment for all services related to a prohibited referral and a hospital that has billed for prohibited services may be obligated to refund the amounts collected.

In addition, sanctions for violation of the Stark Law may include civil penalties or exclusion from the Medicare and Medicaid programs.

In 2020, the OIG

direct result of another hospital’s violation of the law can bring a civil suit against the hospital unrelated to the rights granted under that statute.

At the George Washington University Hospital, registered nurses are represented by the District of Columbia Nurses Association.

Smart building technology and automation are used across our enterprise to monitor and inform energy management decisions.

The WPM recently incorporated current ANSI/AAMI ST108: 2023 Water standards for the processing of medical devices and standardized ”flushing protocols” for facilities to use during terminal cleaning process.

Our facilities located in the U.K. advanced several environmentally friendly initiatives in 2024 and continued to procure 100% of their electricity from renewable sources.

To date, the emission reduction targets for these facilities include:

By January 2024, a vehicle tracking and driver training device program, Lightfoot, was installed on all company-owned vehicles utilized in the U.K. Collectively, the program has reduced CO2 emissions by 236 metric tons across the vehicle fleet since it was introduced in 2020.

On December 31, 2021, we entered into an asset purchase and sale agreement with the Trust, which was amended during the first quarter of 2022, pursuant to the terms of which: (i) a wholly-owned subsidiary of ours purchased from the Trust the real estate assets of the Inland Valley Campus of Southwest Healthcare System located in Wildomar, California, at its fair market value; (ii) two wholly-owned subsidiaries of ours transferred to the Trust, at their respective fair-market values, the real estate assets of Aiken Regional Medical Center (“Aiken”), located in Aiken, South Carolina (which includes a 211-bed acute care hospital and a 62-bed behavioral health facility), and Canyon Creek Behavioral Health (“Canyon Creek”), located in Temple, Texas, and; (iii) we received approximately $4.1 million in cash from the Trust.

and Canyon Creek, we will continue to depreciate the assets.

In connection with these two FEDs, in October, 2024, our subsidiaries exercised their 5-year renewal options on the facilities which are located in Weslaco and Mission, Texas.

Each renewal option covers the period of February 1, 2025 through January 31, 2030 (the current lease terms were scheduled to expire on January 31, 2025; with aggregate annual lease rates of

approximately $979,000).

Pursuant to terms of the leases, and consistent with the terms of the leases currently in effect for each property, the lease rates are scheduled to increase 2% per year through the end of the renewed lease terms.

Our subsidiaries have five, 5-year renewal options remaining on each of these FEDs, with the first three renewal options (covering the years 2030 through 2044) providing for 2% annual increases to the lease rates, and the remaining two, 5-year renewal options (covering the years 2045 through 2054) providing for lease rates at the then fair market value.

These leases are cross-defaulted with one another and our subsidiaries have the option to purchase the leased properties upon the expiration of each five-year extended term at the fair market value at that time.

A ground lease for this facility commenced during 2023 and is scheduled to expire in 2098.

These types of referrals are known as “self-referrals.” Sanctions for violating the Stark Law include civil penalties up to $29,899 for each violation, and up to $199,338 for sham arrangements.

The fact that

electronic data transmission standards for health care claims and payment transactions submitted or received electronically.

We are

At HRI Hospital in Boston, registered nurses, licensed practical nurses, certain technicians and some clerical employees are represented by the SEIU.

At Fairmount Behavioral Health, registered nurses and certain other professional job classifications are represented by District 1199C, National Union of Hospital and Health Care Employees, AFSCME, AFL-CIO, as are Licensed Practical Nurses who are currently organized in a separate bargaining unit.

Diversity and Inclusion

Standard 188 (*Legionellosis: Risk Management for Building Water Systems)*.

The program also manages domestic potable, process water and utility water.

Our facilities located in the U.K. continue to procure 100% of their electricity from renewable sources, a practice that has been in place since 2021.

Recently Cygnet updated its emissions targets:

Our acute care and behavioral health care facilities are experiencing the effects of a nationwide staffing shortage, which has caused and may continue to cause an increase in salaries, wages and benefits expense in excess of the inflation rate.

To the extent we cannot meet appropriate staffing levels, we may be required to limit the healthcare services provided in these markets which would have a corresponding adverse effect on our net operating revenues.

In those states

Included in our share of the Trust’s income during 2021 was approximately $5.0 million related to our share of gains on various transactions recorded by the Trust, including an asset purchase and sale transaction between the Trust and UHS, as discussed below.

On December 31, 2021, we entered into an asset purchase and sale agreement with the Trust, which was amended during the first quarter of 2022, pursuant to the terms of which:

a wholly-owned subsidiary of ours purchased from the Trust, the real estate assets of the Inland Valley Campus of Southwest Healthcare System located in Wildomar, California, at its fair market value of $79.6 million.

two wholly-owned subsidiaries of ours transferred to the Trust, the real estate assets of the following properties:

Aiken Regional Medical Center (“Aiken”), located in Aiken, South Carolina (which includes a 211-bed acute care hospital and a 62-bed behavioral health facility), at its fair-market value of approximately $57.7 million, and;

Canyon Creek Behavioral Health (“Canyon Creek”), a 102-bed facility located in Temple, Texas, at its fair-market value of approximately $26.0 million.

in connection with this transaction, since the fair-market value of Aiken and Canyon Creek, which totaled approximately $83.7 million in the aggregate, exceeded the $79.6 million fair-market value of the Inland Valley Campus of Southwest Healthcare System, we received approximately $4.1 million in cash from the Trust.

This transaction generated a gain of

approximately $68.4 million for the Trust, our share of which (approximately $4.0 million) is included in our consolidated statement of income for the year ended December 31, 2021.

Also on December 31, 2021, Aiken and Canyon Creek (as lessees), entered into a master lease and individual property leases (with the Trust as lessor), as amended, for initial lease terms on each property of approximately twelve years, ending on December 31, 2033.

Subject to the terms of the master lease, Aiken and Canyon Creek have the right to renew their leases, at the then current fair market rent (as defined in the master lease), for seven, five-year optional renewal terms.

The aggregate annual rental during 2023 pursuant to the leases for these two facilities, amounted to approximately $5.8 million ($4.0 million related to Aiken and $1.8 million related to Canyon Creek).

The aggregate annual rental during 2022 pursuant to the leases for these two facilities, amounted to approximately $5.7 million ($3.9 million related to Aiken and $1.8 million related to Canyon Creek).

There is no bonus rental component applicable to either of these leases.

On each January 1st through 2033, the annual rental will increase by 2.25% on a cumulative and compounded basis.

Total aggregate rent expense under the operating leases on three hospital facilities with the Trust (McAllen Medical Center, Wellington Regional Medical Center and Inland Valley Campus of Southwest Healthcare System) was $17.7 million during 2021.

Upon the December 31, 2021 expiration of the lease on Wellington Regional Medical Center, a wholly-owned subsidiary of ours exercised its fair market value renewal option and renewed the lease for a 5-year term scheduled to expire on December 31, 2026.

Effective January 1, 2024, the annual lease rate for this hospital is $6.6 million (there is no longer a bonus rental component of the lease payment).

The ground lease and master flex lease each commenced during the first quarter of 2023.

He has also served for over 25 years with the ANG as a Healthcare Executive/Medical Service Corps Officer and has held numerous leadership roles.

For the fiscal year ended December [removed: 31, 2023][added: 31, 2024]

The aggregate market value of voting stock held by non-affiliates at June 30, [removed: 2023] [added: 2024] was [removed: $9.5] [added: $10.6] 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: 2024,] [added: 2025,] were [removed: 6,577,100; 59,969,747;] [added: 6,576,475; 57,751,199;] 661,688 and [removed: 12,802,] [added: 12,614,] respectively.

Portions of the registrant’s definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2023] [added: 2024] (incorporated by reference under Part III).

[removed: 2023] [added: 2024] FORM 10-K ANNUAL REPORT

| Item 1B | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 27] [added: 26] |

| Item 1C | | [Cybersecurity](#item_1c_cybersecurity) | [removed: 27] [added: 26] |

| Item 2 | | [Properties](#item_2_properties) | [removed: 28] [added: 27] |

| Item 3 | | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 37] [added: 36] |

| Item 4 | | [Mine Safety Disclosure](#item_4_mine_safety_disclosures) | [removed: 37] [added: 36] |

| Item 5 | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market) | [removed: 38] [added: 37] |

| Item 6 | | [\[RESERVED\]](#item_6_reserved) | [removed: 39] [added: 38] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 40] [added: 39] |

| Item 16 | | [Form 10-K Summary](#item_16_form_10_k_summary) | [removed: 86] [added: 85] |

| [SIGNATURES](#signatures) | | | [removed: 87] [added: 86] |

This Annual Report on Form 10-K is for the year ended December 31, [removed: 2023.][added: 2024.]

We engage a third party to conduct a bi-annual National Institute of Technology-Cyber Security Framework assessment to determine the [removed: maturity] [added: effectiveness] of our program and related controls.

This process defines roles, responsibilities and action plans designed to [removed: contain, eradicate,] [added: contain] and [added: eradicate the issue and then] restore systems in the event of a major disruption.

Through a third-party risk management program, we review risks associated with these third parties through contractual reviews, vendor risk assessments, and [added: continual risk reviews by monitoring the cybersecurity risk exposure these third parties pose and implementing remediation where necessary.]

Based on the information available as of the date of this Form 10-K, during our fiscal year [removed: 2023] [added: 2024] and through the date of this filing, we did not identify any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents (as such terms are defined in Item 106(a) of Regulation S-K), that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Members of the Audit Committee receive updates, as warranted, including quarterly updates from our Chief Information Security Officer (“CISO”) regarding matters of cybersecurity, such as key risks facing the [removed: organization,] [added: healthcare industry and our company,] core topics, review of incidents, as well as progress against key information security initiatives.

We have a commercial cybersecurity insurance policy that provides for coverage for losses sustained from cybersecurity incidents, subject to certain deductibles and limitations.

However, costs and damages associated with cybersecurity incidents could exceed our commercial insurance coverage which could have a material adverse effect on our business, financial position and results of operations.

continual risk reviews by monitoring the cybersecurity risk exposure these third parties pose and implementing remediation where necessary.

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

| ER at Sun City Center | | Wimauma, Florida | [removed: −−] [added: —] | Owned |

| Manatee ER at Bayshore Gardens | | Bradenton, Florida | [removed: −−] [added: —] | Owned |

| [removed: Northern Nevada] Sierra Medical Center | | Reno, Nevada | 158 | Owned |

| South Texas Health System Behavioral (2) | | [removed: McAllen,] [added: Edinburg,] Texas | 134 | Owned |

| TMC Behavioral Health Center | | [removed: Denison,] [added: Sherman,] Texas | 60 | Owned |

| Elite Medical Center (ER) | | Las Vegas, Nevada | [removed: 0] [added: —] | Owned |

| Arbour Hospital | | Jamaica Plain, Massachusetts | [removed: 138] [added: 142] | Owned |

| Beaumont Behavioral Health (16) | | Dearborn, Michigan | [removed: 137] [added: 144] | Leased |

| Brentwood Behavioral Healthcare | | Flowood, Mississippi | [removed: 121] [added: 133] | Owned |

| Cedar Creek Hospital | | St. Johns, Michigan | [removed: 54] [added: 69] | Owned |

| Center for Change | | Orem, Utah | [removed: 58] [added: 66] | Owned |

| Chris Kyle Patriots Hospital | | Anchorage, Alaska | [removed: 36] [added: 66] | Owned |

| Copper Hills Youth Center | | West Jordan, Utah | [removed: 197] [added: 164] | Owned |

| Diamond Grove Center | | Louisville, Mississippi | [removed: 57] [added: 61] | Owned |

| Hampton Behavioral Health Center | | [removed: Westhampton,] [added: Westampton,] New Jersey | 120 | Owned |

| [removed: Harbour] [added: Harbor] Point Behavioral Health Center | | Portsmouth, Virginia | 186 | Owned |

| Havenwyck Hospital | | Auburn Hills, Michigan | [removed: 243] [added: 253] | Owned |

| Heartland Behavioral Health Services | | Nevada, Missouri | [removed: 121] [added: 137] | Owned |

| Kempsville Center [removed: of] [added: for] Behavioral Health | | Norfolk, Virginia | 106 | Owned |

| KeyStone Center | | [removed: Wallingford,] [added: Chester,] Pennsylvania | 153 | Owned |

| Laurel Heights Hospital | | Atlanta, Georgia | [removed: 124] [added: 132] | Owned |

| Liberty Point Behavioral Healthcare | | Stauton, Virginia | [removed: 58] [added: 42] | Owned |

| Meridell Achievement Center | | [removed: Austin,] [added: Liberty Hill,] Texas | 134 | Owned |

| Michael’s House | | Palm Springs, California | [removed: 110] [added: 60] | Owned |

| Midwest Center for Youth and Families | | Kouts, Indiana | [removed: 74] [added: 75] | Owned |

| Mountain Youth Academy | | Mountain City, Tennessee | [removed: 90] [added: 122] | Owned |

| Oak Plains Academy | | Ashland City, Tennessee | [removed: 20] [added: 60] | Owned |

| Palo Verde Behavioral Health | | Tucson, Arizona | 84 | [removed: Leased] [added: Owned] |

| The Recovery Center | | Wichita Falls, Texas | [removed: 34 |] Leased |

| Wyoming Behavioral Institute | | Casper, Wyoming | [removed: 129] [added: 137] | Owned |

| United Kingdom: | | | | | [added: |]

| Cygnet Hospital—Bury | | [added: |] Bury, UK | 187 | Owned |

| Cygnet Hospital—Clifton | | [added: |] Nottingham, UK | 25 | Owned |

| Cygnet Hospital—Derby | | [added: |] Derby, UK | 50 | Owned |

| Cygnet Hospital—Ealing | | [added: |] Ealing, UK | 26 | Owned |

| Cygnet Hospital—Godden Green | | [added: |] Sevenoaks, UK | 39 | Owned |

| Cygnet Hospital—Harrogate | | [removed: Middlesex,] [added: | Harrogate,] UK | 36 | Owned |

| Cygnet Hospital—Harrow | | [added: |] Harrow, UK | [removed: 60] [added: 64] | Owned |

| Cygnet Hospital—Hexham | | [removed: Northumberland,] [added: | Hexham,] UK | 27 | Owned |

| Doctors Hospital Emergency Room Wright Ranch | | Laredo, Texas | — | Owned |

| ER at Cadence | | Henderson, Nevada | — | Owned |

| ER at Palma Sola | | Bradenton, Florida | — | Owned |

| Northwest Specialty Hospital (Behavioral Health) | | Reno, Nevada | 70 | Owned |

| Northwest Emergency at Tascosa | | Amarillo, Texas | — | Owned |

| South Texas Health System ER Pharr (2) | | Pharr, Texas | — | Owned |

| ER at South Summerlin | | Las Vegas, Nevada | — | Owned |

| West Henderson Hospital………………………………….. | | Henderson, Nevada | 150 | Owned |

| Colchester – Chestnut Court | | Essex, UK | 8 | Owned |

| | | | | | |

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

| Cygnet Hospital—Oldbury | . | | Oldbury, UK | 27 | Owned |

| Cygnet Hospital—Wolverhampton | | | Wolverhampton, UK | 29 | Owned |

| Cygnet Paddocks | | | Widnes, UK | 30 | Owned |

| Foundations Health High Point | | High Point, North Carolina | Leased |

| Thousand Branches Wellness, Arden Hills | | Arden Hills, Minnesota | Leased |

| Thousand Branches Wellness, Chicago Loop | | Chicago, Illinois | Leased |

| Thousand Branches Wellness, Houston | | Houston, Texas | Leased |

| Thousand Branches Wellness, Mission Valley | | San Diego, California | Leased |

| | | | |

| Cardiovascular Institute of Amarillo (19) | | Amarillo, TX | Leased |

| | | | |

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

| | | | |

| Outpatient Centers and Surgical Hospital | | | |

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

| | | | |

(19)

We hold a 51% ownership interest in this facility.

The remaining 49% ownership interest is held by unaffiliated third parties.

| | | | | |

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

| United States: | | | | |

| Cedar Grove Residential Treatment Center | | Murfreesboro, Tennessee | 45 | Owned |

| Natchez Trace Youth Academy | | Waverly, Tennessee | 115 | Owned |

| North Star Bragaw | | Anchorage, Alaska | 30 | Owned |

| Palmetto Summerville Behavioral Health | | Summerville, South Carolina | 64 | Leased |

| River Crest Hospital | | San Angelo, Texas | 80 | Owned |

| Eleni House | | Essex, UK | 8 | Owned |

| Cedar Hill Urgent Care | | Washington, DC | Leased |

The number of stockholders of record as of January 31, [removed: 2024,] [added: 2025,] were as follows:

| Class [removed: B] [added: D] Common | | | [removed: 656] [added: 80] | |

| Class [removed: D] [added: B] Common | | | [removed: 81] [added: 230] | |

As of January 1, [removed: 2023,] [added: 2024,] we had an aggregate available repurchase authorization of [removed: $947.37] [added: $422.9] million under our stock repurchase program.

As reflected below, during the fourth quarter of [removed: 2023,] [added: 2024,] we have repurchased approximately [removed: 1.13] [added: 1.25] million shares at an aggregate cost of approximately [removed: $157.32] [added: $249.6] million [removed: (approximately $139.28] [added: (average price of $199.42] per share) pursuant to the terms of our stock repurchase program.

In addition, during the three-month period ended December 31, [removed: 2023, 32,019] [added: 2024, 2,653] shares were repurchased in connection with income tax withholding obligations resulting from stock-based compensation programs.

For the year ended December 31, [removed: 2023,] [added: 2024,] we have repurchased approximately [removed: 3.86] [added: 2.98] million shares at an aggregate cost of approximately [removed: $524.48] [added: $598.5] million [removed: (approximately $136.05] [added: (average price of $200.65] per share).

In addition, for the year ended December 31, [removed: 2023, 164,649] [added: 2024, 375,248] shares were repurchased in connection with income tax withholding obligations resulting from stock-based compensation programs.

As of December 31, [removed: 2023,] [added: 2024,] we had an aggregate available repurchase authorization of [removed: $422.88] [added: $824.4] million pursuant to our stock repurchase program.

During the period of October 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023,] [added: 2024,] we repurchased the following shares:

During the year ended December 31, [removed: 2023] [added: 2024] we paid dividends of $0.80 per share.

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: 2023.][added: 2024.]

The graph assumes an investment of $100 made in our common stock and each Index as of January 1, [removed: 2019] [added: 2020] and has been weighted based on market capitalization.

[removed: ][added: ]

| Company Name / Index | | [removed: 2018] [added: 2019] Base | | | | [removed: 2019 | | | |] 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | [added: | 2024 | | |]

In July, 2024, our Board of Directors authorized a $1.0 billion increase in our stock repurchase program.

| October, 2024 | | | — | | | | 255,848 | | | | — | | | $ | 0.01 | | | | 255,000 | | | $ | 205.85 | | | $ | 52,491 | | | $ | 1,021,490 | |

| November, 2024 | | | — | | | | 747,874 | | | | — | | | $ | 0.01 | | | | 746,745 | | | $ | 203.71 | | | $ | 152,121 | | | $ | 869,369 | |

| December, 2024 | | | — | | | | 250,676 | | | | — | | | $ | 0.01 | | | | 250,000 | | | $ | 180.03 | | | $ | 45,008 | | | $ | 824,361 | |

| Total October through December | | $ | — | | | | 1,254,398 | | | | — | | | $ | 0.01 | | | | 1,251,745 | | | $ | 199.42 | | | $ | 249,620 | | | | | |

| Universal Health Services, Inc. | | $ | 100.00 | | | $ | 96.00 | | | $ | 91.04 | | | $ | 99.57 | | | $ | 108.37 | | | $ | 128.07 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 118.40 | | | $ | 152.39 | | | $ | 124.79 | | | $ | 157.59 | | | $ | 197.02 | |

| Peer Group | | $ | 100.00 | | | $ | 114.05 | | | $ | 180.63 | | | $ | 167.00 | | | $ | 191.10 | | | $ | 213.16 | |

| October, 2023 | | | — | | | | 388 | | | | 40 | | | $ | 0.01 | | | | — | | | $ | — | | | $ | — | | | $ | 580,204 | |

| November, 2023 | | | — | | | | 681,009 | | | | 46 | | | $ | 0.01 | | | | 679,495 | | | $ | 131.47 | | | $ | 89,334 | | | $ | 490,870 | |

| December, 2023 | | | — | | | | 480,746 | | | | 543 | | | $ | 0.01 | | | | 450,000 | | | $ | 151.08 | | | $ | 67,987 | | | $ | 422,883 | |

| Total October through December | | $ | — | | | | 1,162,143 | | | | 629 | | | $ | 0.01 | | | | 1,129,495 | | | $ | 139.28 | | | $ | 157,321 | | | | | |

Also includes 40, 46 and 543 restricted shares that were forfeited and canceled by former employees pursuant to the terms of our restricted stock purchase plan during October, November and December, 2023, respectively.

| Universal Health Services, Inc. | | $ | 100.00 | | | $ | 123.62 | | | $ | 118.67 | | | $ | 112.54 | | | $ | 123.09 | | | $ | 133.96 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 131.49 | | | $ | 155.68 | | | $ | 200.37 | | | $ | 164.08 | | | $ | 207.21 | |

| Peer Group | | $ | 100.00 | | | $ | 124.34 | | | $ | 141.81 | | | $ | 224.60 | | | $ | 207.65 | | | $ | 237.61 | |

As of December 31, [removed: 2023,] [added: 2024,] 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 changes in our internal control over financial reporting or in other factors during the fourth quarter of [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on its assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in its report which appears herein.

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s quarter ended December 31, [removed: 2023,] [added: 2024,] as such terms are defined under Item 408(a) of Regulation S-K.

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

| 3.1 | | [removed: Registrant’s] [added: [Registrant’s] Restated Certificate of Incorporation, and Amendments thereto, previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, are incorporated herein by [removed: reference (P).] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000089322097001362/)] |

| 4.7 | | [Second Supplemental Indenture, dated as of June 23, 2022, among the Company, the Subsidiary Guarantors party thereto, U.S. Bank Trust [removed: Company,] [added: Company and] National Association (as successor to U.S. Bank National Association), as [removed: trustee, and JPMorgan Chase Bank, N.A., as collateral agent,] [added: trustee] to the indenture, dated as of September 21, 2020, previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 27, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022024223/uhs-ex41_9.htm) |

| 4.8 | | [First Supplemental Indenture, dated as of June 23, 2022, among the Company, the Subsidiary Guarantors party thereto, [added: and] U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, [removed: and](https://www.sec.gov/Archives/edgar/data/352915/000156459022024223/uhs-ex42_7.htm)] [added: to the indenture, dated as of August 24, 2021, previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 27, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022024223/uhs-ex42_7.htm)] |

| [added: 4.11] | | [removed: [JPMorgan] [added: [Indenture, dated as of September 26, 2024, among the Company, the Subsidiary Guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and JPMorgan] Chase Bank, N.A., as collateral agent, [removed: to the indenture, dated as of August 24, 2021,] previously filed as Exhibit [removed: 4.2] [added: 4.1] to the Company’s Current Report on Form 8-K dated [removed: June 27, 2022,] [added: October 1, 2024,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022024223/uhs-ex42_7.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000119312524229561/d895626dex41.htm)] |

| 4.9 | | [Third Supplemental Indenture, dated as of November 4, 2022, among the Company, the Subsidiary Guarantors party [removed: thereto,] [added: thereto and] U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, [removed: and JPMorgan Chase Bank, N.A., as collateral agent,] to the indenture, dated as of September 21, 2020, previously filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q dated November 8, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022037046/uhs-ex41_48.htm) |

| 4.10 | | [Second Supplemental Indenture, dated as of November 4, 2022, among the Company, the Subsidiary Guarantors party [removed: thereto,] [added: thereto and] U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, [removed: and JPMorgan Chase Bank, N.A., as collateral agent,] to the indenture, dated as of August 24, 2021, previously filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q dated November 8, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022037046/uhs-ex42_47.htm) |

| 10.1 | | [Agreement, dated December 7, 2023, 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/352915/000095017024021175/uhs-ex10_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex10_1.htm)] |

| [removed: 10.9*] [added: 10.39*] | | [Universal Health Services, Inc. [removed: Employee Stock Purchase] [added: 2022 Executive Incentive] Plan, previously filed as Exhibit [removed: 4.1] [added: 10.1] to the Company’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-8 (File No. 333-122188),] [added: 8-K] dated [removed: January 21, 2005] [added: March 23, 2022,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312505009505/dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex101_6.htm)] |

| [removed: 10.10*] [added: 10.28*] | | [removed: [Universal] [added: [Form of Stock Option Award Agreement under the Universal] Health Services, Inc. [removed: Third Amended and Restated 2005] [added: 2020 Omnibus] Stock [added: and] Incentive [removed: Plan as Amended,] [added: Plan,] previously filed as Exhibit [removed: 99.1] [added: 10.5] to the Company’s [removed: Registration Statement] [added: Quarterly Report] on Form [removed: S-8 (File No.333-218359), dated May 31, 2017,] [added: 10-Q filed on August 7, 2020,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312517188941/d514264dex991.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020038367/uhs-ex105_114.htm)] |

| [removed: 10.11*] [added: 10.34*] | | [removed: [Form] [added: [Employment Agreement between Universal Health Services, Inc. and Marc D. Miller dated as] of [removed: Stock Option Agreement,] [added: December 23, 2020,] previously filed as Exhibit [removed: 10.4] [added: 10.1] to the Company’s Current Report on Form [removed: 8-K,] [added: 8-K] dated [removed: June 8, 2005,] [added: December 23, 2020,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312505121907/dex104.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020058584/uhs-ex101_6.htm)] |

| [removed: 10.12*] [added: 10.43*] | | [Form of [added: Restricted] Stock [removed: Option] [added: Units Award] Agreement for [removed: Non-Employee] Directors, previously filed as Exhibit [removed: 10.2] [added: 10.7] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K, dated October 3, 2005,] [added: 10-Q filed on May 6, 2022,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312505195725/dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex107_114.htm)] |

| [removed: 10.13] [added: 10.9] | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312507042808/dex1029.htm) |

| [removed: 10.14*] [added: 10.29*] | | [removed: [Amended and Restated] [added: [Form of Restricted Stock Award Agreement under the] Universal Health Services, Inc. [removed: 2010 Employees’ Restricted] [added: 2020 Omnibus] Stock [removed: Purchase] [added: and Incentive] Plan, previously filed as Exhibit [removed: 10.2] [added: 10.6] to the Company’s Quarterly Report on Form 10-Q filed on August 7, [removed: 2015,] [added: 2020,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312515281740/d941004dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020038367/uhs-ex106_115.htm)] |

| [removed: 10.15*] [added: 10.30*] | | [removed: [Universal] [added: [Form of Restricted Stock Unit Award Agreement under the Universal] Health Services, Inc. [removed: 2010 Executive] [added: 2020 Omnibus Stock and] Incentive Plan, previously filed as Exhibit [removed: 10.3] [added: 10.7] to the Company’s Quarterly Report on Form 10-Q filed on August 7, [removed: 2015,] [added: 2020,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312515281740/d941004dex103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020038367/uhs-ex107_113.htm)] |

| [removed: 10.17] [added: 10.36*] | | [removed: [Amended and Restated Credit] [added: [Employment Agreement between Universal Health Services, Inc.] and [removed: Security Agreement,] [added: Alan B. Miller] dated as of [removed: October 27, 2010,] [added: December 23, 2020,] previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated [removed: November 2, 2010,] [added: December 23, 2020,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510243987/dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020058584/uhs-ex102_7.htm)] |

| [removed: 10.19] [added: 10.15] | | [removed: [Third Amendment] [added: [Fourth Amendment, dated as of August 7, 2014,] to [removed: Amended and Restated] [added: the] Credit [removed: and Security] Agreement, dated as of [removed: August 1, 2014,] [added: November 15, 2010, as] previously [added: 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 [removed: 4,] [added: 12,] 2014, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312514293450/d768656dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312514306618/d773872dex101.htm)] |

| [removed: 10.22] [added: 10.44*] | | [removed: [Sixth Amendment to Amended] [added: [Separation Agreement] and [removed: Restated Credit] [added: General Release by] and [removed: Security Agreement, dated] [added: between UHS of Delaware, Inc. and Marvin Pember effective] as of [removed: April 26, 2018,] [added: December 31, 2022,] previously filed as Exhibit [removed: 10.1] [added: 99.1] to the Company’s Current Report on Form [removed: 8-K] [added: 8-K/A] dated [removed: April 27, 2018,] [added: December 7, 2022,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459018009467/uhs-ex101_6.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022039115/uhs-ex991_6.htm)] |

| [removed: 10.24] [added: 10.41*] | | [removed: [Ninth Amendment to Amended and Restated Credit and Security Agreement, dated as] [added: [Form] of [removed: April 22, 2022.] [added: Restricted Stock Units Award Agreement for Named Executive Officers with Employment Agreements, ,] previously filed as Exhibit [removed: 10.1] [added: 10.5] to the Company’s Quarterly Report on Form 10-Q [removed: for the Quarter dated] [added: filed on] May 6, 2022, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex101_24.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex105_113.htm)] |

| [removed: 10.25] [added: 10.40*] | | [removed: [Tenth Amendment to Amended and Restated Credit and Security Agreement, dated as] [added: [Form] of [removed: July 22, 2022,] [added: Restricted Stock Unit Award Agreement under the Universal Health Services, Inc. 2020 Omnibus Stock and Incentive Plan,] previously filed as Exhibit [removed: 10.5] [added: 10.4] to the Company’s Quarterly Report on Form 10-Q [removed: dated] [added: filed on] August 8, 2022, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022028437/uhs-ex105_27.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022028437/uhs-ex104_238.htm)] |

| [removed: 10.26] [added: 10.35*] | | [removed: [Eleventh Amendment] [added: [Amendment, dated as of March 23, 2022,] to [removed: Amended and Restated Credit and Security] [added: Employment] Agreement, dated as of [removed: September 20, 2022,] [added: December 23, 2020, between Universal Health Services, Inc. and Marc D. Miller,] previously filed as Exhibit 10.2 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] dated [removed: November 8,] [added: March 23,] 2022, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022037046/uhs-ex102_25.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex102_7.htm)] |

| [removed: 10.27] [added: 10.25*] | | [removed: [Assignment] [added: [Universal Health Services, Inc. Termination, Assignment] and [removed: Assumption Agreement, dated] [added: Release Agreement (effective December 9, 2010, by and between Universal Health Services, Inc., a Delaware corporation (the “Company”), Anthony Pantaleoni] as [added: Trustee] of [removed: October 27, 2010,] [added: the Alan B. Miller 1998 Dual Life Insurance Trust, and Alan B. Miller, Executive),] previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated [removed: November 2,] [added: December 10,] 2010, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510243987/dex103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510278167/dex103.htm)] |

| [removed: 10.28] [added: 10.10] | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000095015710002042/ex10-1.htm) |

| [removed: 10.29] [added: 10.11] | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312511067583/dex101.htm) |

| [removed: 10.30] [added: 10.12] | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312512404549/d415922dex101.htm) |

| [removed: 10.31] [added: 10.13] | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312512404549/d415922dex102.htm) |

| [removed: 10.32] [added: 10.14] | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312513225260/d540638dex101.htm) |

| [removed: 10.33] [added: 10.16] | | [removed: [Fourth Amendment, dated as of August 7, 2014, to the Credit] [added: [Credit] Agreement, dated as of November 15, [removed: 2010, as previously] [added: 2010 and] amended [removed: from time to time,] [added: and restated as of August 7, 2014,] 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 [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K dated August 12, 2014, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312514306618/d773872dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312514306618/d773872dex102.htm)] |

| [removed: 10.34] [added: 10.17] | | [removed: [Credit] [added: [Fifth Amendment, dated as of November 7, 2016, to the Credit] Agreement, dated as of November 15, [removed: 2010 and] [added: 2010, as] amended [added: on March 15, 2011, September 21, 2012, May 16, 2013] and [removed: restated as of] August 7, 2014, [removed: by and] among [removed: Universal Health Services, Inc.,] the [added: Company, as borrower, the] several banks and other financial institutions from time to time parties thereto, [added: as lenders,] JPMorgan Chase Bank, N.A., as administrative [removed: agent] [added: agent,] and the other agents party thereto, previously filed as Exhibit [removed: 10.2] [added: 10.1] to the Company’s Current Report on Form 8-K dated [removed: August 12, 2014,] [added: June 8, 2016,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312514306618/d773872dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312516616699/d200774dex101.htm)] |

| [removed: 10.35] [added: 10.18] | | [removed: [Fifth Amendment] [added: [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, [removed: 2013 and] [added: 2013,] August 7, [removed: 2014,] [added: 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 [removed: June 8, 2016,] [added: October 24, 2018,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312516616699/d200774dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459018024906/uhs-ex101_7.htm)] |

| [removed: 10.36] [added: 10.19] | | [removed: [Sixth Amendment,] [added: [Increased Facility Activation Notice – Incremental Term Loans,] dated as of October [removed: 23,] [added: 31,] 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, [removed: 2014 and] [added: 2014,] June 7, [removed: 2016,] [added: 2016 and October 23, 2018,] 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 [removed: October 24,] [added: November 2,] 2018, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459018024906/uhs-ex101_7.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459018026508/uhs-ex101_7.htm)] |

| [removed: 10.37] [added: 10.20] | | [removed: [Increased Facility Activation Notice – Incremental Term Loans,] [added: [Seventh Amendment,] dated as of [removed: October 31, 2018,] [added: August 24, 2021,] 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, June 7, 2016 and October 23, 2018, 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 [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K dated [removed: November 2, 2018,] [added: August 24, 2021,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459018026508/uhs-ex101_7.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459021045588/uhs-ex102_10.htm)] |

| [removed: 10.38] [added: 10.21] | | [removed: [Seventh] [added: [Eighth] Amendment, dated as of [removed: August 24,] [added: September 10,] 2021, 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, June 7, [removed: 2016 and] [added: 2016,] October 23, [removed: 2018,] [added: 2018 and August 24, 2021,] 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 [removed: 10.2] [added: 10.3] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] dated [removed: August 24,] [added: November 8,] 2021, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459021045588/uhs-ex102_10.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459021055254/uhs-ex103_23.htm)] |

| [removed: 10.39] [added: 10.22] | | [removed: [Eighth Amendment,] [added: [Ninth Amendment and Increased Facility Activation Notice] dated as of [removed: September 10, 2021,] [added: June 23, 2022,] to [removed: the] Credit Agreement, dated as of November 15, [removed: 2010,] [added: 2010 and] as amended [removed: on] [added: and restated as of] March 15, 2011, September 21, 2012, May 16, 2013, August 7, 2014, June 7, 2016, October 23, [removed: 2018 and] [added: 2018,] August 24, [added: 2021 and September 10,] 2021, among the Company, [added: JP Morgan Chase Bank, N.A.,] as [removed: borrower, the several banks] [added: administrative agent] and other financial institutions [added: or entities] from time to time parties thereto, [removed: as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto,] previously filed as Exhibit [removed: 10.3] [added: 10.1] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] dated [removed: November 8, 2021,] [added: June 27, 2022,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459021055254/uhs-ex103_23.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022024223/uhs-ex101_8.htm)] |

| [removed: 10.40] [added: 10.48] | | [removed: [Ninth Amendment and Increased Facility Activation Notice] [added: Tenth Amendment,] dated as of [removed: June 23, 2022,] [added: September 26, 2024,] to Credit Agreement, dated as of November 15, 2010 and as amended and restated as of [removed: March 15, 2011,] September 21, 2012, [removed: May 16, 2013,] August 7, 2014, [removed: June 7, 2016,] October 23, 2018, August [removed: 24, 2021 and] [added: 21, 2021,] September 10, 2021, [added: June 23, 2022 and September 26, 2024,] among the Company, JP Morgan Chase Bank, N.A., as administrative agent and other financial institutions or entities from time to time parties thereto, [added: including the amendment and restatement thereof, effective as of September 26, 2024, attached as Exhibit A thereto and referred to herein as the Senior Secured Credit Facility,] previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: June 27, 2022,] [added: October 1, 2024,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022024223/uhs-ex101_8.htm)] [added: reference.] |

| [removed: 10.41*] [added: 10.23*] | | [Form of Supplemental Life Insurance Plan and Agreement Part A: Alan B. Miller 1998 Dual Life Insurance Trust (effective December 9, 2010, by and between Universal Health Services, Inc., a Delaware corporation (the “Company”), and Anthony Pantaleoni as Trustee), previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 10, 2010, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510278167/dex101.htm) |

| [removed: 10.42*] [added: 10.24*] | | [Form of Supplemental Life Insurance Plan and Agreement Part B: Alan B. Miller 2002 Trust (effective December 9, 2010, by and between Universal Health Services, Inc., a Delaware corporation (the “Company”), and Anthony Pantaleoni as Trustee), previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 10, 2010, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510278167/dex102.htm) |

| [removed: 10.43*] [added: 10.26*] | | [Universal Health Services, Inc. Termination, Assignment and Release Agreement (effective December 9, 2010, by and between Universal Health Services, Inc., a Delaware corporation (the “Company”), Anthony Pantaleoni as Trustee of the Alan B. Miller [removed: 1998 Dual Life Insurance] [added: 2002] Trust, and Alan B. Miller, Executive), previously filed as Exhibit [removed: 10.3] [added: 10.4] to the Company’s Current Report on Form 8-K dated December 10, 2010, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510278167/dex103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510278167/dex104.htm)] |

| [removed: 10.44*] [added: 10.37*] | | [removed: [Universal Health Services, Inc. Termination, Assignment and Release Agreement (effective] [added: [Amendment, dated as of March 23, 2022, to Employment Agreement, dated as of] December [removed: 9, 2010, by and] [added: 23, 2020,] between Universal Health Services, [removed: Inc., a Delaware corporation (the “Company”), Anthony Pantaleoni as Trustee of the Alan B. Miller 2002 Trust,] [added: Inc.] and Alan B. Miller, [removed: Executive),] previously filed as Exhibit [removed: 10.4] [added: 10.3] to the Company’s Current Report on Form 8-K dated [removed: December 10, 2010,] [added: March 23, 2022,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510278167/dex104.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex103_8.htm)] |

| [removed: 10.45] [added: 10.27] | | [Collateral Agreement, dated as of August 7, 2014, among Universal Health Services, Inc., the subsidiary guarantors party thereto, MUFG Union Bank, N.A., as 2014 Trustee, The Bank of New York Mellon Trust Company, N.A., as 2006 Trustee, and JPMorgan Chase Bank, N.A., as collateral agent, previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated August 12, 2014, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312514306618/d773872dex104.htm) |

| 10.46* | | [removed: [Universal] [added: Universal] Health Services, Inc. [added: Amended and Restated] 2020 Omnibus Stock and Incentive Plan, [added: as amended by the Amendment thereto,] previously filed as Exhibit [removed: 99.1] [added: A] to the Company’s [removed: Registration] [added: Proxy] Statement [added: filed] on [removed: Form S-8 (File No. 333-238880) dated June 2, 2020,] [added: April 4, 2024,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020028068/uhs-s8.htm)] [added: reference.] |

| 4.12 | | [First Supplemental Indenture, dated as of September 26, 2024, among the Company, the Subsidiary Guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and JPMorgan Chase Bank, N.A., as collateral agent, to the indenture, dated as of September 26, 2024, governing the Issuer’s 4.625% Senior Secured Notes due 2029 and the Issuer’s 5.050% Senior Secured Notes due 2034, previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 1, 2024, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000119312524229561/d895626dex42.htm) |

| 4.13 | | [Additional Authorized Representative Joinder Agreement, dated as of September 26, 2024, among U.S. Bank Trust Company, National Association, as trustee and additional authorized representative for the holders of the Notes, the Issuer, the Subsidiary Guarantors party thereto, and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent, previously filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K dated October 1, 2024, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000119312524229561/d895626dex45.htm) |

| 10.47* | | Universal Health Services, Inc. Amended and Restated Employee Stock Purchase Plan, previously filed as Exhibit B to the Company’s Proxy Statement filed on April 4, 2024, is incorporated herein by reference. |

| 19* | | [Universal Health Services, Inc. Inside Information and Trading of Company Stock Policy.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex19.htm) |

| | | |

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

| No. | | Description |

| 10.16 | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312510243987/dex101.htm) |

| 10.18 | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000119312513417091/d619136dex101.htm) |

| 10.20 | | [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](https://www.sec.gov/Archives/edgar/data/0000352915/000119312515416088/d106645dex101.htm). |

| 10.21 | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459017016003/uhs-ex101_20.htm) |

| 10.23 | | [Eighth Amendment to Amended and Restated Credit and Security Agreement, dated as of April 26, 2021, previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated May 7, 2021, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459021025562/uhs-ex101_23.htm) |

| 10.52 | | [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.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020032190/uhs-ex103_16.htm) |

| 10.53 | | [Stipulation and Agreement of Settlement, dated as of September 15, 2021, by and among (a) lead plaintiffs in the stockholder derivative action captioned In re Universal Health Services, Inc., Derivative Litigation, Case No. 2:17-cv-02187-JHS (including each of its member cases, the “Federal Action”), pending in the United States District Court for the Eastern District of Pennsylvania; (b) plaintiffs in the stockholder derivative litigation captioned Delaware County Employees’ Retirement Fund and the Chester County Employees’ Retirement System v. Alan B. Miller, et al., C.A. No. 2017-0475-JTL (the “Delaware Action”), brought in the Court of Chancery of the State of Delaware; (c) Dr. Eli Inzlicht-Sprei; (d) defendants in the Federal Action; (e) defendants in the Delaware Action; and (f) nominal defendant in the Federal Action and Delaware Action: Universal Health Services, Inc., by and through their respective undersigned counsel, previously filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated October 25, 2021, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459021051847/uhs-ex993_9.htm) |

| 10.55* | | [Amendment, dated as of March 23, 2022, to Employment Agreement, dated as of December 23, 2020, between Universal Health Services, Inc. and Marc D. Miller, previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 23, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex102_7.htm) |

| 10.56* | | [Employment Agreement between Universal Health Services, Inc. and Alan B. Miller dated as of December 23, 2020, previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 23, 2020, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020058584/uhs-ex102_7.htm) |

| 10.57* | | [Amendment, dated as of March 23, 2022, to Employment Agreement, dated as of December 23, 2020, between Universal Health Services, Inc. and Alan B. Miller, previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 23, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex103_8.htm) |

| 10.58 | | [Master Lease Document between certain subsidiaries of Universal Health Services, Inc. and Universal Health Realty Income Trust, dated December 31, 2021 previously filed as Exhibit 10.54 to the Company’s Annual Report on Form 10-K dated February 24, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022006717/uhs-ex1054_42.htm) |

| 10.59* | | [Universal Health Services, Inc. 2022 Executive Incentive Plan, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 23, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex101_6.htm) |

| 10.60* | | [Universal Health Services, Inc. Amended and Restated 2020 Omnibus Stock and Incentive Plan, previously filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-265495) dated June 9, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022022864/uhs-ex991_6.htm) |

| 10.61* | | [Form of Restricted Stock Unit Award Agreement under the Universal Health Services, Inc. 2020 Omnibus Stock and Incentive Plan, previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022028437/uhs-ex104_238.htm) |

| 10.62* | | [Form of Restricted Stock Units Award Agreement for Named Executive Officers with Employment Agreements, , previously filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex105_113.htm) |

| 10.63* | | [Form of Restricted Stock Units Award Agreement for Named Executive Officers without Employment Agreements, previously filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex106_115.htm) |

| 10.64* | | [Form of Restricted Stock Units Award Agreement for Directors, previously filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex107_114.htm) |

| 10.65* | | [Separation Agreement and General Release by and between UHS of Delaware, Inc. and Marvin Pember effective as of December 31, 2022, previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A dated December 7, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022039115/uhs-ex991_6.htm) |

| 10.66* | | [Employment Agreement between Universal Health Services, Inc. and Edward Sim dated October 18, 2022 previously filed as Exhibit 10.66 to the Company’s Annual Report on Form 10-K dated February 27, 2023, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000095017023004656/uhs-ex10_66.htm) |

| | | Marc D. Miller Chief Executive Officer February [removed: 27, 2024] [added: 26, 2025] |

| /s/ ALAN B. MILLER Alan B. Miller | | | | Executive Chairman of the Board | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ MARC D. MILLER Marc D. Miller | | | | Director, President and Chief Executive Officer (Principal Executive Officer) | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ NINA CHEN\-LANGENMAYR | | | | Director | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ EILEEN C. MCDONNELL Eileen C. McDonnell | | | | Director | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ WARREN J. NIMETZ Warren J. Nimetz | | | | Director | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ MARIA SINGER Maria Singer | | | | Director | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ ELLIOTT J. SUSSMAN M.D. Elliot J. Sussman M.D. | | | | Director | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ STEVE FILTON Steve Filton | | | | Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| [Report of Independent Registered Public Accounting Firm](#reportofindependentregisteredpublic) (PCAOB ID: 238) | [removed: 89] [added: 88] |

| [Consolidated Statements of Income for December 31, [removed: 2023, 2022,] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_income)] [added: 2022](#consolidated_statements_income)] | [removed: 91] [added: 90] |

| [Consolidated Statements of Comprehensive Income for December 31, [removed: 2023, 2022,] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_comprehensive_in)] [added: 2022](#consolidated_statements_comprehensive_in)] | [removed: 92] [added: 91] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#consolidated_balance_sheets)] [added: 2023](#consolidated_balance_sheets)] | [removed: 93] [added: 92] |

| [Consolidated Statements of Changes in Equity for December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_changes_in_equit)] [added: 2022](#consolidated_statements_changes_in_equit)] | [removed: 94] [added: 93] |

| [Consolidated Statements of Cash Flows for December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_cash_flows)] [added: 2022](#consolidated_statements_cash_flows)] | [removed: 97] [added: 96] |

| [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | [removed: 98] [added: 97] |

| [Supplemental Financial Statement Schedule II: Valuation and Qualifying Accounts as of and for December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#scheduleii_valuation)] [added: 2022](#scheduleii_valuation)] | [removed: 128] [added: 130] |

We have audited the accompanying consolidated balance sheets of Universal Health Services, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are [added: material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.]

As described in Notes [removed: 1, 10] [added: 1] and [removed: 12] [added: 10] to the consolidated financial statements, the Company reports net patient service revenue at the estimated net realizable amounts from patients and third-party payers and others for services rendered.

As of December 31, [removed: 2023,] [added: 2024,] the net accounts receivable balance was $2.2 billion.

Developing an independent expectation involved calculating the percentage of cash collections as compared to the recorded net accounts receivable balance as of the end of the prior year, applying those calculated percentages to the recorded accounts receivable balance as of December 31, [removed: 2023,] [added: 2024,] and comparing the calculated balance to management’s estimate of the net accounts receivable balance.

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Net revenues | | $ | [removed: 14,281,976] [added: 15,827,935] | | | $ | [removed: 13,399,370] [added: 14,281,976] | | | $ | [removed: 12,642,117] [added: 13,399,370] | |

| Salaries, wages and benefits | | | [removed: 7,107,484] [added: 7,518,687] | | | | [removed: 6,762,256] [added: 7,107,484] | | | | [removed: 6,163,944] [added: 6,762,256] | |

| Other operating expenses | | | [removed: 3,757,216] [added: 4,308,384] | | | | [removed: 3,445,733] [added: 3,757,216] | | | | [removed: 3,035,869] [added: 3,445,733] | |

| Supplies expense | | | [removed: 1,532,828] [added: 1,587,786] | | | | [removed: 1,474,339] [added: 1,532,828] | | | | [removed: 1,427,134] [added: 1,474,339] | |

| Depreciation and amortization | | | [removed: 568,041] [added: 584,831] | | | | [removed: 581,861] [added: 568,041] | | | | [removed: 533,213] [added: 581,861] | |

| Lease and rental expense | | | [removed: 141,026] [added: 146,433] | | | | [removed: 131,626] [added: 141,026] | | | | [removed: 118,863] [added: 131,626] | |

| | | | [removed: 13,106,595] [added: 14,146,121] | | | | [removed: 12,395,815] [added: 13,106,595] | | | | [removed: 11,279,023] [added: 12,395,815] | |

| Income from operations | | | [removed: 1,175,381] [added: 1,681,814] | | | | [removed: 1,003,555] [added: 1,175,381] | | | | [removed: 1,363,094] [added: 1,003,555] | |

| Interest expense, net | | | [removed: 206,674] [added: 186,109] | | | | [removed: 126,889] [added: 206,674] | | | | [removed: 83,672] [added: 126,889] | |

| Other (income) expense, net | | | [removed: 28,281] [added: (2,231] | [added: )] | | | [removed: 10,406] [added: 28,281] | | | | [removed: (13,891] [added: 10,406] | [removed: )] |

| Income before income taxes | | | [removed: 940,426] [added: 1,497,936] | | | | [removed: 866,260] [added: 940,426] | | | | [removed: 1,293,313] [added: 866,260] | |

| Provision for income taxes | | | [removed: 221,119] [added: 334,827] | | | | [removed: 209,278] [added: 221,119] | | | | [removed: 305,681] [added: 209,278] | |

| Net income | | | [removed: 719,307] [added: 1,163,109] | | | | [removed: 656,982] [added: 719,307] | | | | [removed: 987,632] [added: 656,982] | |

| Less: Net income (loss) attributable to noncontrolling interests | | | [removed: 1,512] [added: 21,012] | | | | [removed: (18,627] [added: 1,512] | [removed: )] | | | [removed: (3,958] [added: (18,627] | ) |

February 26, 2025

| | | 2024 | | | | 2023 | | |

| | | | 11,802,280 | | | | 11,044,863 | |

| | | | 5,731,222 | | | | 5,392,345 | |

| | | | 6,572,225 | | | | 6,124,529 | |

| | | | 5,081,236 | | | | 5,031,723 | |

| Deferred grant revenue | | | 0 | | | | 5,375 | |

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2024

| Balance, January 1, 2024 | | $ | 5,191 | | | $ | 66 | | | $ | 599 | | | $ | 7 | | | $ | — | | | $ | (659,890 | ) | | $ | 6,798,930 | | | $ | 9,289 | | | $ | 6,149,001 | | | $ | 47,714 | | | $ | 6,196,715 | |

| Repurchased | | | — | | | | — | | | | (34 | ) | | | — | | | | — | | | | — | | | | (674,946 | ) | | | — | | | | (674,980 | ) | | | — | | | | (674,980 | ) |

| Change in redemption amount of redeemable noncontrolling interest | | | 7,144 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (7,144 | ) | | | — | | | | (7,144 | ) | | | — | | | | (7,144 | ) |

| Net income to UHS / noncontrolling interests | | | 1,608 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,142,097 | | | | — | | | | 1,142,097 | | | | 19,406 | | | | 1,161,503 | |

| Other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (17 | ) | | | 17 | | | | — | | | | — | | | | — | |

| Subtotal - comprehensive income | | | 1,608 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,142,080 | | | | (2,088 | ) | | | 1,139,992 | | | | 19,406 | | | | 1,159,398 | |

| Balance, December 31, 2024 | | $ | 13,293 | | | $ | 66 | | | $ | 577 | | | $ | 7 | | | $ | — | | | $ | (713,705 | ) | | $ | 7,372,061 | | | $ | 7,201 | | | $ | 6,666,207 | | | $ | 83,316 | | | $ | 6,749,523 | |

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2022

| Net income | | $ | 1,163,109 | | | $ | 719,307 | | | $ | 656,982 | |

| Deferred grant revenue | | | 0 | | | | 2,978 | | | | 2,391 | |

| Adjustments to goodwill (a) | | | 0 | | | | (7,482 | ) | | | (7,482 | ) |

| Balance, December 31, 2024 | | $ | 529,880 | | | $ | 3,402,999 | | | $ | 3,932,879 | |

| | | 2024 | | | | 2023 | | |

See *Note 8* \- *Commitments and Contingencies* for additional disclosure related to our self-insured general and professional liability and workers’ compensation liability.

Currently, the United States has not enacted legislation that aligns with the OECD global minimum tax rate.

20%, 25%, and 48% in six behavioral health care facilities located in Arizona, Pennsylvania, Ohio, Washington, Missouri, and Iowa, respectively, (iii) 26% and 49% in two behavioral health care facilities located in Michigan (one currently under construction with an expected opening in the second quarter of 2025) and; (iv) approximately 5% in an acute care facility and 49% in a surgery center, located in Nevada.

| 2024 activity: | | | | | | | | | | | | | | | | |