AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · A nominal-rent lease offers a limited contractual benefit, but comparable services exist throughout UHS markets and competing facility supply has increased. No company-wide structural protection is demonstrated.
durability · 1/4 · The lease has a long contractual term, but physician affiliations can end at any time and its net economic benefit remains subject to substantial obligations. Durable enterprise-wide superiority is weakly supported.
customer dependency · 1/4 · Comparable local services and physicians with privileges elsewhere indicate weak referral switching friction. This is indirect evidence about patient dependency; no patient retention rate is disclosed.
erosion resilience · 2/4 · 2025 revenue and adjusted earnings growth demonstrate operating resilience despite competition. Worsened insurance terms and realized borrowing-cost pressure, together with prospective Medicaid reductions, limit confidence in enduring protection.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · UHS reports securing increases from many commercial payers over several years, demonstrating realized negotiating ability. Magnitudes and mix effects are absent, managed care payments are lower than traditional indemnity payments, and regulated reimbursement limits broader pricing power.
retention · 2/4 · Same-facility revenue growth in both operating segments indirectly supports continuing demand. Revenue combines price, mix and utilization, so it does not establish repeat patient retention or payer renewals; physician affiliations remain portable.
margin resilience · 2/4 · Adjusted net income grew faster than revenue in 2025, supporting realized earnings resilience. This does not isolate pricing contributions or establish a moat; actual financing and insurance pressures and restricted cost pass-through temper the result.
contractual freedom · 1/4 · Commercial reimbursement is negotiated with payers pursuing discounted payment mechanisms, while laws restrict Medicare and Medicaid price increases. These are substantive limits on unilateral pricing freedom.
Predictability100
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 2.04
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.37
Financial strength53
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 34.34
- netDebtEbitGrade
- 53.71
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 24.16
- Debt / FCF (x)
- 5.60
- Net debt / operating income (x)
- 2.31
- Interest coverage (x)
- 12.78
- Current ratio (x)
- 1.05
Capital allocation83
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 14.45
- 3-year average dilution (%)
- -4.55
- 3-year average SBC / revenue (%)
- 0.60
- cashConversionGrade
- 74.57
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Disclosed capital expenditures, repurchases, covenant compliance and achieved return on capital support an assessable allocation record. Financing costs have reduced free cash flow, and infrastructure commitments remain outstanding. Cash-generation coverage and incremental investment returns are insufficiently disclosed to establish strong discipline.
incentive alignment · 2/4 · Actual equity awards include multiyear vesting and performance conditions, and 2023 awards demonstrably vested after targets were exceeded. Adjusted metrics exclude several costs, while substantial contractual termination benefits weaken downside alignment. Ownership alignment remains unestablished.
execution · 3/4 · Revenue and adjusted earnings growth, achieved financial targets and completed hospital openings provide strong demonstrated execution evidence. This relies on issuer-reported operating and delivery outcomes, not proof of superior clinical outcomes or successful acquisition integration.
governance · 2/4 · An independent Compensation Committee supplies a substantive oversight safeguard. A director nomination exemption and a director's simultaneous company, Executive Chairman and family-trust legal relationships create countervailing accountability and conflict concerns, without establishing misconduct.
Evidence
In all of the geographical areas in which we operate, there are other facilities that provide services comparable to those offered by our facilities.
Business—Competition · Filed 25/02/2026
The number of inpatient facilities, as well as outpatient surgical and diagnostic centers, many of which are fully or partially owned by physicians, in the geographic areas in which we operate has increased significantly.
Risk Factors—Increasing competing facility supply · Filed 25/02/2026
Physicians generally are not employees of our hospitals, and, in a number of our markets, physicians have admitting privileges at other hospitals in addition to our hospitals.
Physician recruitment and affiliation risks · Filed 07/08/2026
They may terminate their affiliation with us at any time.
Physician affiliation termination rights · Filed 07/08/2026
Construction of the acute care hospital (Cedar Hill Regional Medical Center) was completed and the hospital opened on April 15, 2025.
Commitments and Contingencies—District Facilities opening · Filed 07/08/2026
We are leasing the District Facilities for a nominal rental amount for a period of 75 years and are obligated to operate the District Facilities during the lease term.
Commitments and Contingencies—District Facilities lease · Filed 07/08/2026
The lease agreement also entitles the District to participation rent should certain specified earnings before interest, taxes, depreciation and amortization thresholds be achieved by the acute care hospital.
Commitments and Contingencies—Participation rent · Filed 07/08/2026
Additionally, we have committed to expend no less than $75 million (approximately $23 million of which has been incurred as of June 30, 2026), over a projected 12-year period, in healthcare infrastructure including expenditures related to the District Facilities as well as other healthcare related expenditures in certain specified areas of Washington, D.C.
Commitments and Contingencies—Infrastructure spending · Filed 07/08/2026
Pursuant to the agreements, the District is entitled to certain termination fees and other amounts as specified in the agreements in the event we, within certain specified periods of time, cease to operate the acute care hospital or there is a transfer of control of us or our subsidiary operating the hospital.
Commitments and Contingencies—Termination obligations · Filed 07/08/2026
Further, given the complexities of the reimbursement landscape in which we operate, 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, commercial payers may be unwilling or unable to increase reimbursement rates commensurate with the inflationary impacts on our costs.
Risk Factors—Limits on reimbursement increases · Filed 25/02/2026
Typically, we receive lower payments per patient from managed care payers than we do from traditional indemnity insurers, however, during the past few years we have secured price increases from many of our commercial payers including managed care companies.
Managed care—Payments and secured commercial price increases · Filed 07/08/2026
Private insurance reimbursement varies among payers and states and is generally based on contracts negotiated between the hospital and the payer.
Commercial Insurance—Negotiated reimbursement contracts · Filed 07/08/2026
Commercial insurers are continuing efforts to limit the payments for hospital services by adopting discounted payment mechanisms, including predetermined payment or DRG-based payment systems, for more inpatient and outpatient services.
Commercial Insurance—Payer payment restrictions · Filed 07/08/2026
For the year ended December 31, Increase Financial Highlights (amounts in thousands except per share amounts) 2025 2024 Amount Percentage Consolidated net revenues $ 17,364,829 $ 15,827,935 $ 1,536,894 9.7 % Adjusted net income attributable to UHS (a.) $ 1,401,082 $ 1,128,135 $ 272,947 24.2 % Adjusted net income attributable to UHS, per diluted share (a.) $ 21.74 $ 16.61 $ 5.13 30.9 % Net revenues - Acute care services, same facility basis $ 9,323,647 $ 8,590,209 $ 733,438 8.5 % Net revenues - Behavioral health care services, same facility basis $ 7,185,336 $ 6,668,971 $ 516,365 7.7 % Capital expenditures - Acute care services $ 641,978 $ 652,347 $ (10,369 ) -1.6 % Capital expenditures - Behavioral health care services $ 358,252 $ 285,671 $ 72,581 25.4 % Repurchase of common shares pursuant to share repurchase program $ 899,275 $ 598,522 $ 300,753 50.2 % (a) Adjusted net income and adjusted net income per diluted share (each being are a non-GAAP financial measure) for 2025 and 2024 were publicly disclosed and reconciled to our reported results for each year on the Schedule of Non-GAAP Supplemental Information, included with our earnings for the years ended December 31, 2025 and 2024, attached as Exhibit 99.1 to our Current Report on Form 8-K furnished with the SEC on February 26, 2026 (which exhibit is not incorporated by reference in, and is not part of, this proxy statement).
Financial Highlights—2025 operating results and capital allocation · Filed 09/04/2026
Effective March, 2025, our commercial insurance coverage contains less favorable terms than previous years including coverage exclusions for incidents involving sexual molestation or abuse, higher premiums and lower aggregate limitations.
Commitments and Contingencies—Less favorable insurance terms · Filed 07/08/2026
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 $500 million by 2032.
Medicaid legislation—Estimated future net-benefit reduction · Filed 07/08/2026
However, significant increases in these physician related expenses could have a material unfavorable impact on our future results of operations; • the increase in interest rates during the past few years has 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.
Financing risks—Realized interest expense and cash-flow pressure · Filed 07/08/2026
We were in compliance with all required covenants as of December 31, 2025 and December 31, 2024.
Credit Agreement—Covenant compliance · Filed 25/02/2026
Miller Medical Center, a newly constructed acute care hospital owned and operated by a wholly-owned subsidiary of ours, which was completed and opened during the second quarter of 2026.
Miller Medical Center—Completed hospital opening · Filed 07/08/2026
Corporate performance criteria Target ranges for the Actual achieved year ended 12/31/2025 for the year Minimum Target Maximum ended 12/31/2025 Cash incentive award 14 % 100 % 200 % 200 % Adjusted net income attributable to UHS, per diluted share $ 17.28 $ 19.20 $ 21.12 $ 21.74 Return on capital 9.9 % 11.0 % 12.1 % 12.1 % The adjusted net income attributable to UHS per diluted share excludes, among potentially other things, if applicable and material and/or nonrecurring or non-operational in nature, the impact of changes in the market value of shares of certain non-marketable and marketable securities, the impact on our provision for income taxes recorded pursuant to "ASU 2016-09", Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting, net of the impact of executive compensation limitations pursuant to IRC section 162(m), impairments of goodwill, long-lived and intangible assets, reserves for various matters including settlements, legal judgments and lawsuits, costs related to extinguishment of debt, gains/losses on sales of assets and businesses and other amounts that may be reflected in the current year financial statements that related to prior periods.
Executive Compensation—2025 incentive targets, results and exclusions · Filed 09/04/2026
The pre-established target ranges applicable to the PBRSUs granted to our NEOs during each of the last three years provide for the following: Target ranges for PBRSUs Minimum Target Maximum Percentage of Target PBRSUs awarded 50 % 100 % 150 % Target range of Adjusted EBITDA net of NCI 90 % 100 % 110 % On March 19, 2025, our Compensation Committee awarded the following to our NEOs: • Time-based RSUs that are scheduled to vest in four equal installments on the first, second, third and fourth anniversaries of the grant date, and; • PBRSUs (awarded at target) that will be earned pursuant to the pre-established target range of Adjusted EBITDA net of NCI, as discussed above.
Executive Compensation—2025 equity grants and vesting terms · Filed 09/04/2026
Vesting of PBRSUs Granted in 2023 ("2023 PBRSUs): The pre-established 3-year target range of Adjusted EBITDA net of NCI applicable to the 2023 PBRSUs (granted in March, 2023), and our actual Adjusted EBITDA net of NCI for the year ended December 31, 2025, were as follows: Target range for 2023 PBRSUs Actual Minimum Target Maximum achieved Percentage of Target PBRSUs awarded 50 % 100 % 150 % 150 % Adjusted EBITDA net of NCI, as percentage of target 90 % 100 % 110 % 147 % 2025 Adjusted EBITDA net of NCI (in thousands)(b.) $ 1,583,866 $ 1,759,851 $ 1,935,836 $ 2,590,372 In connection with the 2023 PBRSUs, on March 12, 2026, our Compensation Committee determined that, based upon our 2025 actual operating results, 110% (the maximum) of the target Adjusted EBITDA net of NCI had been exceeded and therefore 150% of the target 2023 PBRSUs were earned and vested for each eligible NEO as follows: Target Percentage Actual 2023 2023 PBRSUs of target PBRSUs earned awarded achieved and vested Marc D.
Executive Compensation—2023 performance awards earned and vested · Filed 09/04/2026
All the members of the Compensation Committee are independent directors and no member has ever been one of our officers or employees or had a relationship with us that required disclosure.
Corporate Governance—Compensation Committee independence · Filed 09/04/2026
We have elected to avail ourselves of a limited aspect of the Rule 303A exemption, determining that the Nominating & Governance Committee is not responsible for identifying and recommending qualified candidates for Board positions that, in accordance with our Restated Certificate of Incorporation, are to be elected by the holders of Class A and Class C Common Stock of the Company.
Corporate Governance—Director nomination exemption · Filed 09/04/2026
A member of our Board of Directors and member of the Executive Committee and Finance Committee is Of Counsel to Norton Rose Fulbright US LLP, a law firm engaged by us for a variety of legal services.
Other Related Party Transactions—Director's law firm engagement · Filed 07/08/2026
The Board member and his law firm also provide personal legal services to our Executive Chairman and he acts as trustee of certain trusts for the benefit of our Executive Chairman and his family.
Other Related Party Transactions—Executive Chairman's personal legal and trust relationships · Filed 07/08/2026
Marc Miller for “Breach by the Company” or Termination by the Company Without Cause $ 12,170,419 (b.) $ 515,078 (c.) $ 7,912,616 $ 35,908,330 $ 56,506,443 (a) Based upon 50% of the targeted 2026 non-equity incentive plan bonus award and 50% (6 months) of Mr.
Executive Compensation—Estimated contractual CEO termination benefits · Filed 09/04/2026
In addition to the NHS, we face competition in the United Kingdom from independent sector providers and other publicly funded entities for patients.
Risk Factors—United Kingdom competition · Filed 25/02/2026
· Tenet Healthcare Corporation We believe these compensation peer group companies are comparable to us based upon the median revenues of approximately $12.7 billion in 2025, as compared to our 2025 revenues of approximately $17.4 billion.
Executive Compensation—Compensation peer identification · Filed 09/04/2026
