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What Changed
Risk factors · Feb 26, 2025 → Feb 25, 2026
60 added · 57 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
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; • our ability to enter into managed care provider agreements on acceptable terms and the ability of our competitors to do the same; • the impact of a shift of care from inpatient to lower cost outpatient settings and controls designed to reduce inpatient services; • our ability to achieve operating and financial targets, develop and execute plans to offset to the extent possible impacts from the recent regulatory changes, including the enactment of the One Big Beautiful Bill Act and the expiration of EPTCs, and tariffs, attain expected levels of patient volumes and revenues, and control the costs of providing services; • 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, as disclosed in Note 8 to the Condensed Consolidated Financial Statements - Commitments and Contingencies, including, but not limited to, the jury verdict returned against Cumberland Hospital for Children and Adolescents located in New Kent, Virginia, an indirect subsidiary of ours, and the verdict in the Pinnacle litigation in Washoe County, Nevada, against certain subsidiaries of ours; • effective March, 2025, our excess commercial insurance coverage for professional and general liability claims contains less favorable terms than previous years including coverage exclusions for incidents involving sexual molestation or abuse, higher premiums and lower aggregate limitations; • competition from other healthcare providers (including physician owned facilities) in certain markets; • technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for healthcare; • our ability to attract and retain qualified personnel, nurses, physicians and other healthcare professionals and the impact on our labor and related expenses resulting from a shortage of nurses, physicians and other healthcare professionals; • demographic changes; • there is a heightened risk of future cybersecurity threats, including ransomware attacks targeting healthcare providers.
There can be no assurance that we or our service providers, if applicable, will not suffer losses relating to cyber-attacks or other information security breaches in the future or that our insurance coverage will be adequate to cover all the costs resulting from such events; • our ability to implement technology and other programs to drive efficiencies, and improve patient outcomes and experiences, and the risks associated with the use of technologies by us or our services providers; 43 • the availability of suitable acquisition and divestiture opportunities and our ability to successfully integrate and improve our acquisitions since failure to achieve expected acquisition benefits from certain of our prior or future acquisitions could result in impairment charges for goodwill and purchased intangibles; • the impact of severe weather conditions, including the effects of hurricanes, flash floods, wildfires and climate change; • our ability to continue to obtain capital on acceptable terms, including borrowed funds, to fund the future growth of our business; • our inpatient acute care and behavioral health care facilities may experience decreasing admission and length of stay trends; • our financial statements reflect large amounts due from various commercial and private payers and there can be no assurance that failure of the payers to remit amounts due to us will not have a material adverse effect on our future results of operations; • the Budget Control Act of 2011 (the “2011 Act”) imposed annual spending limits for most federal agencies and programs aimed at reducing budget deficits by $917 billion between 2012 and 2021, according to a report released by the Congressional Budget Office.
The increase was attributable to: • an increase of $207 million at our acute care facilities, as discussed below in Acute Care Hospital Services ; • an increase of $105 million at our behavioral health care facilities, as discussed below in Behavioral Health Services ; • an increase of $93 million from an unrealized gain recorded during 2025 in connection with our minority ownership in a healthcare generative artificial intelligence company; • an increase of $30 million from a decrease in interest expense, as discussed below in Other Operating Results-Interest Expense; • an increase of $16 million from an increase in the market value of certain equity securities that were sold during the fourth quarter of 2025, and; 48 • $23 million of other combined net increases.
Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.
During the period of October 1, 2025 through December 31, 2025, we repurchased the following shares: Additional Dollars Authorized For Repurchase (in thousands) Total number of shares purchased (1) Total number of shares cancelled Average price paid per share for forfeited restricted shares Total Number of shares purchased as part of publicly announced programs (2) Average price paid per share for shares purchased as part of publicly announced program Aggregate purchase price paid (in thousands) Maximum number of dollars that may yet be purchased under the program (in thousands) October, 2025 1,500,000 63,645 — $ 0.01 — $ — $ — $ 1,758,547 November, 2025 — 750,196 — $ 0.01 735,622 $ 231.23 $ 170,097 $ 1,588,450 December, 2025 — 728,847 — $ 0.01 725,000 $ 225.33 $ 163,364 $ 1,425,086 Total October through December $ 1,500,000 1,542,688 — $ 0.01 1,460,622 $ 228.30 $ 333,461 (1) Includes shares that were repurchased in connection with income tax withholding obligations resulting from the exercise of stock options and the vesting of restricted stock grants.
Company Name / Index 2020 Base 2021 2022 2023 2024 2025 Universal Health Services, Inc. $ 100.00 $ 94.84 $ 103.72 $ 112.89 $ 133.42 $ 162.79 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Peer Group $ 100.00 $ 158.38 $ 146.42 $ 167.55 $ 186.90 $ 283.61 ITEM 6. [RESERVED] 39 ITEM 7.
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; • legislation adopted on July 4, 2025 (the One Big Beautiful Bill Act), attaches work and community service requirements to eligibility for Medicaid benefits that will have the effect of limiting Medicaid enrollment and expenditure.
Under current law, and based on our current expectations, we estimate that, commencing with the 2028 state fiscal years, our aggregate annual net benefit will be reduced, on an annually increasing and relatively pro rata basis, by approximately $432 million to $480 million by 2032.
Additionally, California is in the process of implementing staffing standards specific to acute psychiatric hospitals and requirements to determine appropriate staffing based on patient acuity and care needs, which are expected to take effect on June 1, 2026.
We expect that we will refinance the 2026 Notes at significantly higher interest rates which will significantly increase our interest expense thereby decreasing our net income attributable to UHS; • 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.
Therefore, changes in laws or policies governing the terms of foreign trade, and in particular, increased trade restrictions, tariffs or taxes on imports from where our products or materials are made (either directly or through our suppliers) could have an impact on our competitive position, business operations and financial results; • as of early February 2026, Congress has passed and the President has signed a consolidated appropriations package providing fiscal year 2026 funding for the majority of federal agencies, while lawmakers continue to negotiate and consider outstanding appropriations legislation for the Department of Homeland Security.
We cannot predict whether or not there will be future appropriations legislation avoiding a federal government shutdown, however, our operating cash flows and results of operations could be materially unfavorably impacted by the federal government shutdown; 42 • as part of the Consolidated Appropriations Act of 2021 (the "CAA"), Congress passed legislation aimed at preventing or limiting patient balance billing in certain circumstances.
No longer disclosed
Due to recent guidance and enacted laws surrounding the global 15% minimum tax rate that will be effective after 2024 from the Organization for Economic Co-operation and Development ("OECD") as well as jurisdictions that we operate in, we anticipate adverse effects to our provision for income taxes as well as cash taxes.
Please see additional disclosure below in Provision for Asset Impairments, for disclosure regarding a provision for asset impairment recorded during 2022.
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 41 Administration and health care fraud and abuse compliance, where parties may no longer be able to rely on federal agencies’ policies, rules and guidance; • possible unfavorable changes in the levels and terms of reimbursement for our charges by third party payers or government based payers, including Medicare or Medicaid in the United States, and government based payers in the United Kingdom; • our ability to enter into managed care provider agreements on acceptable terms and the ability of our competitors to do the same; • 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.
There can be no assurance that we or our service providers, if applicable, will not suffer losses relating to cyber-attacks or other information security breaches in the future or that our insurance coverage will be adequate to cover all the costs resulting from such events; • the availability of suitable acquisition and divestiture opportunities and our ability to successfully integrate and improve our acquisitions since failure to achieve expected acquisition benefits from certain of our prior or future acquisitions could result in impairment charges for goodwill and purchased intangibles; • the impact of severe weather conditions, including the effects of hurricanes and climate change; • our business, results of operations, financial condition, or stock price may be adversely affected if we are not able to achieve our environmental, social and governance (“ESG”) goals or comply with emerging ESG regulations, or otherwise meet the expectations of our stakeholders with respect to ESG matters; • as discussed below in Sources of Revenue , we receive revenues from various state and county-based programs, including Medicaid in all the states in which we operate.
We performed an impairment assessment as of October 1, 2024 which indicated no impairment of goodwill.
During the period of October 1, 2024 through December 31, 2024, we repurchased the following shares: Additional Dollars Authorized For Repurchase (in thousands) Total number of shares purchased (1) Total number of shares cancelled Average price paid per share for forfeited restricted shares Total Number of shares purchased as part of publicly announced programs (2) Average price paid per share for shares purchased as part of publicly announced program Aggregate purchase price paid (in thousands) Maximum number of dollars that may yet be purchased under the program (in thousands) 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 (1) Includes shares that were repurchased in connection with income tax withholding obligations resulting from the exercise of stock options and the vesting of restricted stock grants.
Company Name / Index 2019 Base 2020 2021 2022 2023 2024 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 ITEM 6. [RESERVED] 38 ITEM 7.
As of February 26, 2025, we owned and/or operated 359 inpatient facilities and 60 outpatient and other facilities, including the following, located in 39 states, Washington, D.C., the United Kingdom and Puerto Rico: Acute care facilities located in the U.S.: • 28 inpatient acute care hospitals; • 33 free-standing emergency departments, and; • 10 outpatient centers & 1 surgical hospital.
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; • President Biden signed into law fiscal year 2025 appropriations to federal agencies for continuing projects and activities through March 14, 2025.
We cannot predict whether or not there will be future legislation averting a federal government shutdown, however, our operating cash flows and results of operations could be materially unfavorably impacted by a federal government shutdown; • on December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law phasing out the enhanced federal medical assistance percentage rate that states received during the COVID-19 public health emergency and fully eliminated the increase on December 31, 2023.
States were also permitted to begin Medicaid eligibility redeterminations on March 31, 2023, which has resulted in a decrease in Medicaid enrollment; • our ability to comply with the existing laws and government regulations, and/or changes in laws and government regulations, including the recently enacted and proposed significant new tariffs.
See below in Sources of Revenues and Health Care Reform for additional disclosure; • as part of the Consolidated Appropriations Act of 2021 (the "CAA"), Congress passed legislation aimed at preventing or limiting patient balance billing in certain circumstances.