Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common shares outstanding, as of ~~October 31, 2017:~~April 30, 2024:


Class A		~~6,595,308~~6,577,100
Class B		~~87,631,729~~59,677,618
Class C		~~663,940~~661,688
Class D		~~20,868~~12,802

UNIVERSAL HEALTH SERVICES, INC.

INDEX


		PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Condensed Consolidated Statements of ~~Income—~~Income – Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023		3

Condensed Consolidated Statements of Comprehensive ~~Income—~~Income – Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023		4

Condensed Consolidated Balance ~~Sheets—September 30, 2017~~Sheets – March 31, 2024 and December 31, ~~2016~~2023		5

Condensed Consolidated Statements of Changes in Equity – Three Months Ended March 31, 2024 and 2023		6

Condensed Consolidated Statements of Cash ~~Flows—Nine~~Flows - Three Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023		68

Notes to Condensed Consolidated Financial Statements		79

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2124

Item 3. Quantitative and Qualitative Disclosures About Market Risk		5056

Item 4. Controls and Procedures		5056

PART II. Other Information

Item 1. Legal Proceedings		5157

Item 1A. Risk Factors		5457

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		5458

Item ~~6. Exhibits~~5. Other Information		5558

~~EXHIBIT INDEX~~Item 6. Exhibits		5659

Signatures		5760

This Quarterly Report on Form 10-Q is for the quarter ended ~~September 30, 2017.~~March 31, 2024. This Report modifies and supersedes documents filed prior to this Report. Information that we file with the Securities and Exchange Commission (the “SEC”) in the future will automatically update and supersede information contained in this Report.

In this Quarterly Report, “we,” “us,” “our” “UHS” and the “Company” refer to Universal Health Services, Inc. and its subsidiaries. UHS is a registered trademark of UHS of Delaware, Inc., the management company for, and a wholly-owned subsidiary of Universal Health Services, Inc. Universal Health Services, Inc. is a holding company and operates through its subsidiaries including its management company, UHS of Delaware, Inc. All healthcare and management operations are conducted by subsidiaries of Universal Health Services, Inc. To the extent any reference to “UHS” or “UHS facilities” in this report including letters, narratives or other forms contained herein relates to our healthcare or management operations it is referring to Universal Health Services, Inc.’s subsidiaries including UHS of Delaware, Inc. Further, the terms “we,” “us,” “our” or the “Company” in such context similarly refer to the operations of Universal Health Services Inc.’s subsidiaries including UHS of Delaware, Inc. Any reference to employees or employment contained herein refers to employment with or employees of the subsidiaries of Universal Health Services, Inc. including UHS of Delaware, Inc.

PART I. ~~FINANCI~~ALFINANCIAL INFORMATION

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except per share amounts)

(unaudited)

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016		Three months ended March 31,
Net revenues before provision for doubtful accounts	$	2,775,790	$	2,610,911	$	8,428,971	$	7,869,352
Less: Provision for doubtful accounts		233,926		201,039		661,893		578,827
									2024			2023
Net revenues		2,541,864		2,409,872		7,767,078		7,290,525	$	3,843,582		$	3,467,518
Operating charges:
Salaries, wages and benefits		1,251,528		1,149,729		3,725,786		3,428,801		1,842,624			1,753,335
Other operating expenses		628,523		597,270		1,868,076		1,744,849		1,032,170			878,951
Supplies expense		268,089		257,793		820,242		767,465		403,573			379,989
Depreciation and amortization		110,217		103,712		334,127		309,172		141,003			141,621
Lease and rental expense		26,197		23,799		77,413		73,057		35,450			34,922
		2,284,554		2,132,303		6,825,644		6,323,344		3,454,820			3,188,818
Income from operations		257,310		277,569		941,434		967,181		388,762			278,700
Interest expense, net		36,956		32,129		108,383		92,171		52,826			50,876
Other (income) expense, net										(150	)		13,723
Income before income taxes		220,354		245,440		833,051		875,010		336,086			214,101
Provision for income taxes		74,992		88,175		286,774		306,577		70,264			51,726
Net income		145,362		157,265		546,277		568,433		265,822			162,375
Less: Net income attributable to noncontrolling interests		4,117		5,400		13,583		40,232
Less: Net income (loss) attributable to noncontrolling interests										3,988			(740	)
Net income attributable to UHS	$	141,245	$	151,865	$	532,694	$	528,201	$	261,834		$	163,115

Basic earnings per share attributable to UHS	$	1.48	$	1.56	$	5.54	$	5.43	$	3.90		$	2.31
Diluted earnings per share attributable to UHS	$	1.47	$	1.54	$	5.50	$	5.36	$	3.82		$	2.28

Weighted average number of common shares - basic		95,246		97,118		96,026		97,278		67,204			70,535
Add: Other share equivalents		731		1,203		771		1,257		1,278			952
Weighted average number of common shares and equivalents - diluted		95,977		98,321		96,797		98,535		68,482			71,487

The accompanying notes are an integral part of these condensed consolidated financial statements.

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(amounts in thousands, unaudited)


	Three months ended September 30,						Nine months ended September 30,					Three months ended March 31,
	2017			2016			2017		2016			2024			2023
Net income	$	145,362		$	157,265		$	546,277	$	568,433		$	265,822		$	162,375
Other comprehensive income (loss):
Unrealized derivative gains (losses) on cash flow hedges		610			6,424			3,547		(11,644	)
Amortization of terminated hedge		0			0			0		(167	)
Unrealized gain (loss) on marketable security		(2,515	)		(134	)		1,645		(755	)
Foreign currency translation adjustment		983			(10,973	)		9,932		(9,150	)		(973	)		4,198
Other													17			0
Other comprehensive income (loss) before tax		(922	)		(4,683	)		15,124		(21,716	)		(956	)		4,198
Income tax expense (benefit) related to items of other comprehensive income (loss)		(711	)		2,346			1,935		(4,681	)		420			(424	)
Total other comprehensive income (loss), net of tax		(211	)		(7,029	)		13,189		(17,035	)
Total other comprehensive (loss) income, net of tax													(1,376	)		4,622
Comprehensive income		145,151			150,236			559,466		551,398			264,446			166,997
Less: Comprehensive income attributable to noncontrolling interests		4,117			5,400			13,583		40,232
Less: Comprehensive income (loss) attributable to noncontrolling interests													3,988			(740	)
Comprehensive income attributable to UHS	$	141,034		$	144,836		$	545,883	$	511,166		$	260,458		$	167,737

The accompanying notes are an integral part of these condensed consolidated financial statements.

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, unaudited)


	September 30, 2017			December 31, 2016			March 31, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	65,424		$	33,747		$	112,093		$	119,439
Accounts receivable, net		1,452,018			1,439,553			2,299,425			2,238,265
Supplies		135,849			125,365			216,058			216,988
Other current assets		101,896			82,706			243,352			236,658
Total current assets		1,755,187			1,681,371			2,870,928			2,811,350

Property and equipment		7,769,073			7,314,437			11,955,109			11,777,047
Less: accumulated depreciation		(3,252,934	)		(2,983,481	)		(5,770,371	)		(5,652,518	)
		4,516,139			4,330,956			6,184,738			6,124,529
Other assets:
Goodwill		3,821,610			3,784,106			3,928,120			3,932,407
Deferred income taxes								94,853			85,626
Right of use assets-operating leases								422,268			433,962
Deferred charges		10,385			13,520			6,871			6,974
Deferred income taxes		1,340			1,234
Other		534,699			506,615			538,354			572,754
Total Assets	$	10,639,360		$	10,317,802		$	14,046,132		$	13,967,602

Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	112,757		$	105,895		$	127,477		$	126,686
Accounts payable and accrued liabilities		1,284,740			1,209,329
Accounts payable and other liabilities								1,830,178			1,813,015
Operating lease liabilities								71,014			71,600
Federal and state taxes		0			2,149			46,667			2,046
Total current liabilities		1,397,497			1,317,373			2,075,336			2,013,347

Other noncurrent liabilities		298,252			275,167			551,257			584,007
Operating lease liabilities noncurrent								374,380			382,559
Long-term debt		3,927,396			4,030,230			4,734,328			4,785,783
Deferred income taxes		78,968			88,119

Redeemable noncontrolling interests		7,037			9,319			4,987			5,191

Equity:
UHS common stockholders’ equity		4,865,212			4,533,220			6,256,697			6,149,001
Noncontrolling interest		64,998			64,374			49,147			47,714
Total equity		4,930,210			4,597,594			6,305,844			6,196,715
Total Liabilities and Stockholders’ Equity	$	10,639,360		$	10,317,802		$	14,046,132		$	13,967,602

The accompanying notes are an integral part of these condensed consolidated financial statements.

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~CHANGES IN EQUITY

For the Three Months ended March 31, 2024

(amounts in thousands, unaudited)

Nine months
ended September 30,

2017

2016

Cash Flows from Operating Activities:

Net income

$
546,277

$
568,433

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation & amortization

334,127

309,172

Stock-based compensation expense

42,838

36,358

Changes in assets & liabilities, net of effects from acquisitions and dispositions:

Accounts receivable

10,090

(6,836
)
Accrued interest

(5,747
)

3,303

Accrued and deferred income taxes

(20,177
)

12,187

Other working capital accounts

23,729

124,987

Other assets and deferred charges

(21,798
)

(11,451
)
Other

(54,664
)

58,040

Excess income tax benefits related to stock-based compensation

0

36,407

Accrued insurance expense, net of commercial premiums paid

80,814

66,049

Payments made in settlement of self-insurance claims

(57,224
)

(60,137
)
Net cash provided by operating activities

878,265

1,136,512

Cash Flows from Investing Activities:

Property and equipment additions, net of disposals

(418,693
)

(396,163
)
Acquisition of property and businesses

(19,610
)

(136,221
)
Increase in capital reserves of commercial insurance subsidiary

(3,000
)

0

Costs incurred for purchase and implementation of information technology application

(26,401
)

0

Net cash used in investing activities

(467,704
)

(532,384
)

Cash Flows from Financing Activities:

Reduction of long-term debt

(143,526
)

(814,971
)
Additional borrowings

43,124

1,026,000

Acquisition of noncontrolling interests in majority owned businesses

0

(418,000
)
Financing costs

(34
)

(12,330
)
Repurchase of common shares

(242,870
)

(297,177
)
Dividends paid

(28,776
)

(29,197
)
Issuance of common stock

7,637

6,379

Profit distributions to noncontrolling interests

(15,924
)

(61,053
)
Net cash used in financing activities

(380,369
)

(600,349
)

Effect of exchange rate changes on cash and cash equivalents

1,485

(3,263
)

Increase in cash and cash equivalents

31,677

516

Cash and cash equivalents, beginning of period

33,747

61,228

Cash and cash equivalents, end of period

$
65,424

$
61,744

Supplemental Disclosures of Cash Flow Information:

Interest paid

$
107,442

$
82,883

Income taxes paid, net of refunds

$
305,885

$
259,174

Noncash purchases of property and equipment

$
64,958

$
45,319


																			Accumulated			UHS
	Redeemable																		Other			Common
	Noncontrolling			Class A		Class B			Class C		Class D		Cumulative			Retained			Comprehensive			Stockholders'			Noncontrolling
	Interest			Common		Common			Common		Common		Dividends			Earnings			Income (Loss)			Equity			Interest			Total
Balance, January 1, 2024	$	5,191		$	66	$	599		$	7	$	0	$	(659,890	)	$	6,798,930		$	9,289		$	6,149,001		$	47,714		$	6,196,715
Common Stock
Issued/(converted)		—			—		10			—		—		—			3,401			—			3,411			—			3,411
Repurchased, including excise tax		—			—		(9	)		—		—		—			(162,082	)		—			(162,091	)		—			(162,091	)
Restricted share-based compensation expense		—			—		—			—		—		—			5,100			—			5,100			—			5,100
Dividends paid and accrued		—			—		—			—		—		(13,546	)					—			(13,546	)		—			(13,546	)
Stock option expense		—			—		—			—		—		—			14,381			—			14,381			—			14,381
Distributions to noncontrolling interests		(649	)		—		—			—		—		—			—			—			—			(3,831	)		(3,831	)
Purchase (sale) of ownership interests by (from) minority members		—			—		—			—		—		—			—			—			—			1,721			1,721
Comprehensive income:																				—
Net income (loss) to UHS / noncontrolling interests		445			—		—			—		—		—			261,834			—			261,834			3,543			265,377
Other					—		—			—		—		—			(17	)		17			—			—			—
Foreign currency translation adjustments, net of income tax		—			—		—			—		—		—			—			(1,393	)		(1,393	)		—			(1,393	)
Subtotal - comprehensive income		445			—		—			—		—		—			261,817			(1,376	)		260,441			3,543			263,984
Balance, March 31, 2024	$	4,987		$	66	$	600		$	7	$	0	$	(673,436	)	$	6,921,547		$	7,913		$	6,256,697		$	49,147		$	6,305,844

The accompanying notes are an integral part of these condensed consolidated financial statements.

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months ended March 31, 2023

(amounts in thousands, unaudited)


																			Accumulated			UHS
	Redeemable																		Other			Common
	Noncontrolling			Class A		Class B			Class C		Class D		Cumulative			Retained			Comprehensive			Stockholders'			Noncontrolling
	Interest			Common		Common			Common		Common		Dividends			Earnings			Income (Loss)			Equity			Interest			Total
Balance, January 1, 2023	$	4,695		$	66	$	637		$	7	$	0	$	(604,127	)	$	6,533,667		$	(9,668	)	$	5,920,582		$	44,768		$	5,965,350
Common Stock
Issued/(converted)		—			—		3			—		—		—			3,092			—			3,095			—			3,095
Repurchased, including excise tax		—			—		(7	)		—		—		—			(85,819	)		—			(85,826	)		—			(85,826	)
Restricted share-based compensation expense		—			—		—			—		—		—			4,494			—			4,494			—			4,494
Dividends paid and accrued		—			—		—			—		—		(14,199	)		—			—			(14,199	)		—			(14,199	)
Stock option expense		—			—		—			—		—		—			16,225			—			16,225			—			16,225
Acquisition of noncontrolling interest in majority owned business		—			—		—			—		—		—			—			—			—			—			—
Distributions to noncontrolling interests		(750	)		—		—			—		—		—			—			—			—			(3,395	)		(3,395	)
Purchase (sale) of ownership interests by (from) minority members		—			—		—			—		—		—			—			—			—			—			—
Comprehensive income:
Net income (loss) to UHS / noncontrolling interests		324			—		—			—		—		—			163,115			—			163,115			(1,064	)		162,051
Foreign currency translation adjustments, net of income tax		—			—		—			—		—		—			—			4,622			4,622			—			4,622
Subtotal - comprehensive income		324			—		—			—		—		—			163,115			4,622			167,737			(1,064	)		166,673
Balance, March 31, 2023	$	4,269		$	66	$	633		$	7	$	0	$	(618,326	)	$	6,634,774		$	(5,046	)	$	6,012,108		$	40,309		$	6,052,417

The accompanying notes are an integral part of these condensed consolidated financial statements.

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands, unaudited)


	Three months ended March 31,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	265,822		$	162,375
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization		141,003			141,621
Gain on sale of assets and businesses		(3,725	)		(295	)
Stock-based compensation expense		19,630			20,964
Changes in assets & liabilities, net of effects from acquisitions and dispositions:
Accounts receivable		(74,446	)		(15,723	)
Accrued interest		3,453			(662	)
Accrued and deferred income taxes		72,193			46,576
Other working capital accounts		(33,291	)		(119,605	)
Medicare accelerated payments and deferred CARES Act and other grants		-			136
Other assets and deferred charges		(20,307	)		24,727
Other		8,897			7,030
Accrued insurance expense, net of commercial premiums paid		51,112			42,545
Payments made in settlement of self-insurance claims		(33,935	)		(18,936	)
Net cash provided by operating activities		396,406			290,753

Cash Flows from Investing Activities:
Property and equipment additions		(208,539	)		(168,752	)
Proceeds received from sales of assets and businesses		5,428			9,259
Inflows (outflows) from foreign exchange contracts that hedge our net U.K. investment		8,319			(18,818	)
Decrease in capital reserves of commercial insurance subsidiary		155			-
Net cash used in investing activities		(194,637	)		(178,311	)

Cash Flows from Financing Activities:
Repayments of long-term debt		(63,905	)		(16,489	)
Additional borrowings, net		12,038			11,300
Financing costs		-			(292	)
Repurchase of common shares		(142,084	)		(85,039	)
Dividends paid		(13,601	)		(14,214	)
Issuance of common stock		3,241			2,988
Profit distributions to noncontrolling interests		(4,480	)		(4,145	)
Purchase of ownership interests from minority members		(156	)		-
Net cash used in financing activities		(208,947	)		(105,891	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(492	)		1,650

(Decrease) increase in cash, cash equivalents and restricted cash		(7,670	)		8,201
Cash, cash equivalents and restricted cash, beginning of period		214,470			200,837
Cash, cash equivalents and restricted cash, end of period	$	206,800		$	209,038

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	48,116		$	50,279
Income taxes paid, net of refunds	$	2,671		$	2,360
Noncash purchases of property and equipment	$	60,125		$	61,341

The accompanying notes are an integral part of these condensed consolidated financial statements.

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) General

This Quarterly Report on Form 10-Q is for the quarterly period ended ~~September 30, 2017.~~March 31, 2024. In this Quarterly Report, “we,” “us,” “our” “UHS” and the “Company” refer to Universal Health Services, Inc. and its subsidiaries.

The condensed consolidated interim financial statements include the accounts of our majority-owned subsidiaries and partnerships and limited liability companies controlled by us, or our subsidiaries, as managing general partner or managing member. The condensed consolidated interim financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments (consisting only of normal recurring adjustments) which, in our opinion, are necessary to fairly state results for the interim periods. Certain information and footnote disclosures normally included in audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although we believe that the accompanying disclosures are adequate to make the information presented not misleading. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements, significant accounting policies and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2023.

(2) Relationship with Universal Health Realty Income Trust and Other Related Party Transactions

Relationship with Universal Health Realty Income Trust:

At ~~September 30, 2017,~~March 31, 2024, we held approximately ~~5.7%~~5.7% of the outstanding shares of Universal Health Realty Income Trust (the “Trust”). We serve as Advisor to the Trust under an annually renewable advisory agreement, which is scheduled to expire on December 31st of each year, pursuant to the terms of which we conduct the Trust’s day-to-day affairs, provide administrative services and present investment opportunities. The advisory agreement was renewed by the Trust for 2024 at the same rate in place for 2023, 2022 and 2021, providing for an advisory fee computation at 0.70% of the Trust’s average invested real estate assets. We earned an advisory fee from the Trust, which is included in net revenues in the accompanying consolidated statements of income, of approximately $1.3 million during each of the three-month periods ended March 31, 2024 and 2023.

In addition, certain of our officers and directors are also officers and/or directors of the Trust. Management believes that it has the ability to exercise significant influence over the Trust, therefore we account for our investment in the Trust using the equity method of accounting. We earned an advisory fee from the Trust, which is included in net revenues in the accompanying consolidated statements of income, of approximately $900,000 and $800,000 during the three-month periods ended September 30, 2017 and 2016, respectively, and approximately $2.6 million and $2.4 million during the nine-month periods ended September 30, 2017 and 2016, respectively.

Our pre-tax share of income from the Trust was approximately ~~$236,000~~$300,000 during each of the three-month periods ended March 31, 2024 and ~~$250,000~~2023, and is included in other (income) expense, net, on the accompanying consolidated statements of income for each period. We received dividends from the Trust amounting to $571,000 and $563,000 during the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively, and approximately $2.3 million and $750,000 for the nine-month periods ended September 30, 2017 and 2016,~~2023, respectively. Included in our share of the Trust’s income for the nine months ended September 30, 2017, is our share of a gain realized by the Trust in connection with the divestiture of property that was completed during the first quarter of 2017. The carrying value of ~~this~~our investment in the Trust was approximately ~~$8.4~~$6.7 million and ~~$7.7~~$7.0 million at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively, and is included in other assets in the accompanying condensed consolidated balance sheets. The market value of our investment in the Trust was ~~$59.5~~$28.9 million at ~~September 30, 2017~~March 31, 2024 and ~~$51.7~~$34.1 million at December 31, ~~2016,~~2023, based on the closing price of the Trust’s stock on the respective dates.

Total rent expense under the operating leases on the three hospital facilities reflected in the table below was approximately $4 million during each of the three months ended September 30, 2017 and 2016, and approximately $12 million for each of the nine-month periods ended September 30, 2017 and 2016. In addition, certain of our subsidiaries are tenants in several medical office buildings and two FEDs owned by the Trust or by limited liability companies in which the Trust holds 95% to 100% of the ownership interest.

The Trust commenced operations in 1986 by purchasing certain properties from us and immediately leasing the properties back to our respective subsidiaries. Most of the leases were entered into at the time the Trust commenced operations and provided for initial terms of 13 to 15 years with up to six additional 5-year renewal terms. Each lease also provided for additional or bonus rental, as discussed below. The base rents are paid monthly and the bonus ~~rents are~~rent, which as of January 1, 2022 is applicable only to McAllen Medical Center, is computed and paid on a quarterly basis, based upon a computation that compares current quarter revenue to a corresponding quarter in the base year. The leases with those subsidiaries are unconditionally guaranteed by us and are cross-defaulted with one another.

~~The table below details~~On December 31, 2021, we entered into an asset purchase and sale agreement with the ~~renewal options and terms for each~~Trust, which was amended during the first quarter of ~~our three acute care hospital facilities leased from the Trust:~~

Hospital Name

Annual
Minimum
Rent

End of Lease Term

Renewal
Term
(years)
McAllen Medical Center

$
5,485,000

December, 2021

10(a)
Wellington Regional Medical Center

$
3,030,000

December, 2021

10(b)
Southwest Healthcare System, Inland Valley Campus

$
2,648,000

December, 2021

10(b)

~~(a)~~

~~We have two 5-year renewal options at existing lease rates (through 2031).~~

~~(b)~~

~~We have two 5-year renewal options at fair market value lease rates (2022 through 2031).~~

~~Pursuant~~2022, pursuant to the terms of which: (i) a wholly-owned subsidiary of ours purchased from the ~~three~~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 ~~leases~~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.

As a result of the purchase options within the lease agreements for Aiken and Canyon Creek, the asset purchase and sale transaction is accounted for as a failed sale leaseback in accordance with U.S. GAAP. We have accounted for the asset exchange and substitution transaction with the Trust as a financing arrangement and, since we did not derecognize the real property related to Aiken and Canyon Creek, we will continue to depreciate the assets. Our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 reflects a financial liability of $76.6 million and $77.5 million, respectively, which is included in debt, for the fair value of real

estate assets that we exchanged as part of the transaction. Our monthly lease payments payable to the Trust will be recorded to interest expense and as a reduction to the outstanding financial liability. The amount allocated to interest expense is determined using our incremental borrowing rate and is based on the outstanding financial liability.

The aggregate rent payable to the Trust in connection with the leases on McAllen Medical Center, Wellington Regional Medical Center, Aiken Regional Medical Center and Canyon Creek Behavioral Health was approximately $5 million duringeach of the three months ended March 31, 2024 and 2023.

Pursuant to the Master Leases by certain subsidiaries of ours and the Trust as described in the table below, dated 1986 and 2021 (“the Master Leases”) which govern the leases of McAllen Medical Center and Wellington Regional Medical Center (each of which is governed by the Master Lease dated 1986), and Aiken Regional Medical Center and Canyon Creek Behavioral Health (each of which is governed by the Master Lease dated 2021), we have the option to renew the leases at the lease terms described above and below by providing notice to the Trust at least 90 days prior to the termination of the then current term. We also have the right to purchase the respective leased hospitals at their appraised fair market value upon any of the following: (i) at the end of the lease terms or any renewal ~~terms at their appraised fair market value as well as purchase any or all of the three leased hospital properties at the appraised fair market value~~terms; (ii) upon one month’s notice should a change of control of the Trust ~~occur.~~occur, or; (iii) within the time period as specified in the lease in the event that we provide notice to the Trust of our intent to offer a substitution property/properties in exchange for one (or more) of the hospital properties leased from the Trust should we be unable to reach an agreement with the Trust on the properties to be substituted. In addition, we have rights of first refusal to: (i) purchase the respective leased facilities during and for ~~180 days~~a specified period after the lease terms at the same price, terms and conditions of any third-party offer, or; (ii) renew the lease on the respective leased facility at the end of, and for ~~180 days~~a specified period after, the lease term at the same terms and conditions pursuant to any third-party offer.

In addition, we are the managing, majority member in a joint venture with an unrelated third-party that operates Clive Behavioral Health, a 100-bed behavioral health care facility located in Clive, Iowa. The real property of this facility, which was completed and opened in late 2020, is also leased from the Trust (annual rental of approximately $2.8 million and $2.7 million during 2024 and 2023, respectively) pursuant to the lease terms as provided in the table below. In connection with the lease on this facility, the joint venture has the right to purchase the leased facility from the Trust at its appraised fair market value upon either of the following: (i) by providing notice at least 270 days prior to the end of the lease terms or any renewal terms, or; (ii) upon 30 days' notice anytime within 12 months of a change of control of the Trust (UHS also has this right should the joint venture decline to exercise its purchase right). Additionally, the joint venture has rights of first offer to purchase the facility prior to any third-party sale.

The table below provides certain details for each of the hospitals leased from the Trust as of March 31, 2024:


Hospital Name	Annual Minimum Rent		End of Lease Term	Renewal Term (years)
McAllen Medical Center	$	5,485,000	December, 2026		5	(a)
Wellington Regional Medical Center	$	6,639,000	December, 2026		5	(b)
Aiken Regional Medical Center/Aurora Pavilion Behavioral Health Services	$	4,072,000	December, 2033		35	(c)
Canyon Creek Behavioral Health	$	1,841,000	December, 2033		35	(c)
Clive Behavioral Health Hospital	$	2,775,000	December, 2040		50	(d)

(a)

We have one 5-year renewal option at existing lease rates (through 2031).

(b)

We have one 5-year renewal option at fair market value lease rates (through 2031). 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. On each January 1st through 2026, the annual rent will increase by 2.5% on a cumulative and compounded basis.

(c)

We have seven 5-year renewal options at fair market value lease rates (2034 through 2068). On each January 1st through 2033, the annual rent will increase by 2.25% on a cumulative and compounded basis.

(d)

This facility is operated by a joint venture in which we are the managing, majority member and an unrelated third-party holds a minority ownership interest. The joint venture has three, 10-year renewal options at computed lease rates as stipulated in the lease (2041 through 2070) and two additional, 10-year renewal options at fair market value lease rates (2071 through 2090). In each January through 2040 (and potentially through 2070 if three, 10-year renewal options are exercised), the annual rental will increase by 2.75% on a cumulative and compounded basis.

In addition, certain of our subsidiaries are tenants in several medical office buildings (“MOBs”) and two free-standing emergency departments owned by the Trust or by limited liability companies in which the Trust holds 95% to 100% of the ownership interest.

During the third quarter of 2023, the Trust acquired the McAllen Doctor's Center, a 79,500 rentable square feet medical office building located in McAllen, Texas. A master lease was executed between a wholly-owned subsidiary of ours and the Trust, pursuant to the terms of which our subsidiary will master lease 100% of the rentable square feet of the MOB at an initial minimum rent of $624,000 annually. The master lease commenced during August, 2023 and is scheduled to expire in twelve years.

During the first quarter of 2023, the Trust substantially completed construction on a new 86,000 rentable square feet multi-tenant MOB that is located on the campus of Northern Nevada Sierra Medical Center in Reno, Nevada. Northern Nevada Sierra Medical Center, a 170-bed newly constructed acute care hospital owned and operated by a wholly-owned subsidiary of ours, was completed and opened in April, 2022. In connection with this MOB, a ground lease and a master flex lease was executed between a wholly-owned subsidiary of ours and the Trust, pursuant to the terms of which our subsidiary will master lease approximately 68% of the rentable square feet of the MOB at an initial minimum rent of $1.3 million annually plus a pro-rata share of the common area maintenance expenses. The master flex lease could be reduced during the term if certain conditions are met. The ground lease and master flex lease each commenced during the first quarter of 2023.

Other Related Party Transactions:

In December, 2010, our Board of Directors approved the Company’s entering into supplemental life insurance plans and agreements on the lives of ~~our chief executive officer (“CEO”)~~Alan B. Miller (our Executive Chairman of the Board) and his wife. As a result of these agreements, as amended in October, 2016, based on actuarial tables and other assumptions, during the life expectancies of the insureds, we would pay approximately ~~$28~~$28 million in premiums, and certain trusts owned by our ~~CEO,~~Executive Chairman of the Board, would pay approximately $9$9 million in premiums. Based on the projected premiums mentioned above, and assuming the policies remain in effect until the death of the insureds, we will be entitled to receive death benefit proceeds of no less than approximately ~~$37~~$37 million representing the ~~$28~~$28 million of aggregate premiums paid by us as well as the $9$9 million of aggregate premiums paid by the trusts. In connection with these policies, we will pay/we paid approximately ~~$1.2~~$1.0 million, ~~$1.3 million~~net, in premium payments during ~~each of 2017~~2024 and ~~2016, respectively.~~2023.

In August, 2015, Marc D. Miller, our President and Chief Executive Officer and member of our Board of Directors, was appointed to the Board of Directors of Premier, Inc. (“Premier”), a healthcare performance improvement alliance. During 2013, we entered into a new group purchasing organization agreement (“GPO”) with Premier. In conjunction with the GPO agreement, we acquired a minority interest in Premier for a nominal amount. During the fourth quarter of 2013, in connection with the completion of an initial public offering of the stock of Premier, we received cash proceeds for the sale of a portion of our ownership interest in the GPO. Also in connection with this GPO agreement, we received shares of restricted stock of Premier which ~~vest~~vested ratably over a seven-year period ~~(2014~~(2014 through ~~2020)~~2020), contingent upon our continued participation and minority ownership interest in the GPO. During the third quarter of 2020, we entered into an agreement with Premier pursuant to the terms of which, among other things, our ownership interest in Premier was converted into shares of Class A Common Stock of Premier. We have elected to retain a portion of the previously vested shares of Premier, the market value of which is included in other assets on our condensed consolidated balance ~~sheet.~~sheets. Based upon the closing price of Premier’s stock on each respective date, the market value of our shares of Premier ~~on which the restrictions have lapsed~~ was ~~$24~~approximately $49 million and $50 million as of ~~September 30, 2017~~March 31, 2024 and ~~$23 million as of~~ December 31, ~~2016.~~2023, respectively. The change in market value of our Premier shares since December 31, 2023 was recorded as an unrealized gain and included in “Other (income) expense, net” in our condensed consolidated statements of income for the three-month period ended March 31, 2024. Additionally, we received cash dividends from Premier amounting to approximately $470,000 for each of the three-month periods ended March 31, 2024 and 2023 which are included in “Other (income) expense, net” in our condensed consolidated statements of income.

A member of our Board of Directors and member of the Executive Committee and Finance Committee is ~~Of Counsel to the~~a partner in Norton Rose Fulbright US LLP, a law firm ~~used~~engaged by us ~~as our principal outside counsel. This~~for a variety of legal services. The Board member isand his law firm also ~~the~~provide personal legal services to our Executive Chairman and he acts as trustee of certain trusts for the benefit of our ~~CEO~~Executive Chairman and his family. ~~This law firm also provides personal legal services to our CEO.~~

(3) Other Noncurrent liabilities and Redeemable/Noncontrolling Interests

Other noncurrent liabilities include the long-term portion of our professional and general liability, workers’ compensation reserves, pension and deferred compensation liabilities, and liabilities incurred in connection with split-dollar life insurance agreements on the lives of our chief executive officer and his wife.

As of ~~September 30, 2017,~~March 31, 2024, outside owners held noncontrolling, minority ownership interests of: (i) ~~20% in an acute care facility located in Washington, D.C.; (ii)~~ approximately ~~11%~~7% in an acute care facility located in Texas; ~~(iii) 20%~~(ii) 49%, 20%, 30%, 20%, 25%, 48% and ~~30%~~26% in ~~two~~seven behavioral health care facilities located in Arizona, Pennsylvania, Ohio, Washington, Missouri, Iowa and ~~Ohio,~~Michigan, respectively, and; ~~(iv)~~(iii) approximately 5%5% in an acute care facility located in Nevada. The noncontrolling interest and redeemable noncontrolling interest balances of ~~$65~~$49 million and $7$5 million, respectively, as of ~~September 30, 2017,~~March 31, 2024, consist primarily of the third-party ownership interests in these hospitals.

In connection with the two behavioral health care facilities located in Pennsylvania and Ohio, the minority ownership interests of which are reflected as redeemable noncontrolling interests on our ~~Condensed Consolidated Balance Sheet,~~consolidated balance sheets, the outside owners have “put options” to put their entire ownership interest to us at any time. If exercised, the put option requires us to purchase the minority member’s

interest at fair market value. Accordingly, the amounts recorded as redeemable noncontrolling interests on our consolidated balance sheets reflect the estimated fair market value of these ownership interests.

(4) Treasury

Credit Facilities and Outstanding Debt Securities:

In May, 2016, we purchased the minority ownership interests held by a third-party in our six acute care hospitals located in Las Vegas, Nevada for an aggregate cash payment of $445 million which included both the purchase price ($418 million) and the return of reserve capital ($27 million). The ownership interests purchased ranged from 26.1% to 27.5%.

~~(4) Long-term debt, Cash Flow Hedges and Foreign Currency Forward Exchange Contracts~~

~~Debt:~~

On June, ~~7, 2016,~~2022, we entered into a ~~Fifth Amendment (the “Fifth Amendment”)~~ninth amendment to our credit agreement dated as of November 15, 2010, as amended ~~on March 15, 2011,~~and restated as of September, ~~21,~~ 2012, ~~May 16, 2013~~August, 2014, October, 2018, August, 2021, and ~~August 7, 2014,~~September, 2021, among UHS, as borrower, the several banks and other financial institutions from time to time parties thereto, as lenders, ~~(“Credit~~and JPMorgan Chase Bank, N.A., as administrative agent, (the “Credit Agreement”). The ~~Fifth Amendment increased~~ninth amendment provided for, among other things, the ~~size of the~~following: (i) a new incremental tranche A term loan A facility ~~by $200~~in the aggregate principal amount of $700 million ~~and those proceeds were utilized to repay outstanding borrowings under the revolving credit facility of the Credit Agreement. The Credit Agreement, as amended,~~ which is scheduled to mature in on August ~~2019, consists of: (i) an $800 million~~24, 2026, and; (ii) replaces the option to make Eurodollar borrowings (which bear interest by reference to the LIBO Rate) with Term Benchmark Loans, which will bear interest by reference to the Secured Overnight Financing Rate (“SOFR”). The net proceeds generated from the incremental tranche A term loan facility were used to repay a portion of the borrowings that were previously outstanding under our revolving credit facility.

As of March 31, 2024, our Credit Agreement provided for the following:

•

a $1.2 billion aggregate amount revolving credit facility ~~($380~~that is scheduled to mature in August, 2026 (which, as of March 31, 2024, had $733 million of aggregate available borrowing capacity net of $463 million of outstanding borrowings and $3 million of letters of credit), and;

•

a tranche A term loan facility with $2.23 billion of outstanding borrowings as of ~~September 30, 2017), and; (ii) a~~March 31, 2024.

The tranche A term loan facility provides for installment payments of $30.0 million per quarter through June, 2026. The unpaid principal balance at June 30, 2026 is payable on the August 24, 2026 scheduled maturity date of the Credit Agreement.

Revolving credit and tranche A ~~facility with $1.798 billion of~~term loan borrowings ~~outstanding as of September 30, 2017.~~

~~Borrowings~~ under the Credit Agreement bear interest at our election at either (1) the ABR rate which is defined as the rate per annum equal to the greatest of (a) the lender’s prime rate, (b) the weighted average of the federal funds rate, plus ~~0.5%~~0.5% and (c) one month ~~LIBOR~~term SOFR rate plus 1%1%, in each case, plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from ~~0.50%~~0.25% to ~~1.25% for revolving credit and term loan-A borrowings,~~0.625%, or (2) the one, ~~two,~~ three or six month ~~LIBOR~~term SOFR rate plus 0.1% (at our election), plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from ~~1.50%~~1.25% to ~~2.25% for revolving credit and term loan-A borrowings.~~1.625%. As of ~~September 30, 2017,~~March 31, 2024, the applicable margins were ~~0.50%~~0.50% for ABR-based loans and ~~1.50%~~1.50% for ~~LIBOR-based~~SOFR-based loans under the revolving credit and term ~~loan-A~~loan A facilities.

As of September 30, 2017, we had $380 million of borrowings outstanding pursuant to the terms of our $800 million revolving credit facility and we had $366 million of available borrowing capacity net of $33 million of outstanding letters of credit and $22 million of outstanding borrowings pursuant to a short-term, on demand-credit facility. The revolving credit facility includes a ~~$125~~$125 million sub-limit for letters of credit. The Credit Agreement is secured by certain assets of the Company and our material subsidiaries (which generally excludes asset classes such as substantially all of the patient-related accounts receivable of our acute care hospitals, if sold to a receivables facility pursuant to the Credit Agreement, and certain real estate assets and assets held in joint-ventures with ~~third-parties)~~third parties) and ~~our material subsidiaries and~~is guaranteed by our material subsidiaries.

~~Pursuant to the terms of the~~The Credit Agreement ~~term loan-A quarterly installment payments~~includes a material adverse change clause that must be represented at each draw. The Credit Agreement also contains covenants that include a limitation on sales of ~~approximately $22 million commenced during the fourth quarter~~assets, mergers, change of ~~2016~~ownership, liens, indebtedness, transactions with affiliates, dividends and ~~are scheduled through June, 2019. Previously, approximately $11 million~~stock repurchases; and requires compliance with financial covenants including maximum leverage. We were in compliance with all required covenants as of ~~quarterly installment payments were made from the fourth quarter of 2014 through the third quarter of 2016.~~ March 31, 2024 and December 31, 2023.

In July, 2017, we amended our accounts receivable securitization program (“Securitization”) with a group of conduit lenders and liquidity banks to increase the borrowing capacity to $440 million from $400 million previously. Pursuant to the terms of our Securitization program, on which the scheduled maturity date of December, 2018 remained unchanged, substantially all of the patient-related accounts receivable of our acute care hospitals (“Receivables”) serve as collateral for the outstanding borrowings. We have accounted for this Securitization as borrowings. We maintain effective control over the Receivables since, pursuant to the terms of the Securitization, the Receivables are sold from certain of our subsidiaries to special purpose entities that are wholly-owned by us. The Receivables, however, are owned by the special purpose entities, can be used only to satisfy the debts of the wholly-owned special purpose entities, and thus are not available to us except through our ownership interest in the special purpose entities. The wholly-owned special purpose entities use the Receivables to collateralize the loans obtained from the group of third-party conduit lenders and liquidity banks. The group of third-party conduit lenders and liquidity banks do not have recourse to us beyond the assets of the wholly-owned special purpose entities that securitize the loans. At September 30, 2017, we had $435 million of outstanding borrowings pursuant to the terms of the Securitization and $5 million of available borrowing capacity.

As of ~~September 30, 2017,~~March 31, 2024, we had combined aggregate principal of ~~$1.4~~$2.0 billion from the following senior secured notes:

•

$~~300~~700 million aggregate principal amount of ~~3.75%~~1.65% senior secured notes due in ~~August, 2019 (“2019 Notes”) which were issued on August 7, 2014.~~

~~$700 million aggregate principal amount of 4.75% senior secured notes due in August, 2022 (“2022 Notes”) which were issued as follows:~~

~~$300 million aggregate principal amount issued on August 7, 2014 at par.~~

~~$400 million aggregate principal amount issued on June 3, 2016 at 101.5% to yield 4.35%.~~

~~$400 million aggregate principal amount of 5.00% senior secured notes due in June,~~September, 2026 (“2026 Notes”) which were issued on ~~June 3, 2016.~~

August 24, 2021.

•

$800 million aggregate principal amount of 2.65% senior secured notes due in October, 2030 (“2030 Notes”) which were issued on September 21, 2020.

•

$500 million of aggregate principal amount of 2.65% senior secured notes due in January, 2032 (“2032 Notes”) which were issued on August 24, 2021.

~~Interest is payable on the 2019 Notes and the 2022 Notes on February 1 and August 1 of each year until the maturity date of August 1, 2019 for the 2019 Notes and August 1, 2022 for the 2022 Notes.~~ Interest on the 2026 Notes is payable on ~~June 1~~March 1st and ~~December 1~~September 1st until the maturity date of ~~June~~September 1, ~~2026.~~ 2026. Interest on the 2030 Notes is payable on April 15th and October 15th, until the maturity date of October 15, 2030. Interest on the 2032 Notes is payable on January 15th and July 15th until the maturity date of January 15, 2032.

The ~~2019~~2026 Notes, ~~2022~~2030 Notes and ~~2026~~2032 Notes (collectively “The Notes”) were ~~offered~~initially issued only to qualified institutional buyers

under Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). ~~The 2019~~In December, 2022, we completed a registered exchange offer in which virtually all previously outstanding Notes ~~2022~~were exchanged for identical Notes ~~and 2026 Notes have not been~~that were registered under the Securities Act, and thereby became freely transferable (subject to certain restrictions applicable to affiliates and broker dealers). Notes originally issued under Rule 144A or

Regulation S that were not exchanged remain outstanding and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration ~~requirements.~~requirements thereunder.

~~In June, 2016, we repaid the $400 million, 7.125%~~The Notes are guaranteed (the “Guarantees”) on a senior secured ~~notes which matured on June 30, 2016.~~

~~Our~~basis by all of our existing and future direct and indirect subsidiaries (the “Subsidiary Guarantors”) that guarantee our Credit Agreement, ~~includes a material adverse change clause that must be represented at each draw.~~or other first lien obligations or any junior lien obligations. The Notes and the Guarantees are secured by first-priority liens, subject to permitted liens, on certain of the Company’s and the Subsidiary Guarantors’ assets now owned or acquired in the future by the Company or the Subsidiary Guarantors (other than real property, accounts receivable sold pursuant to the Company’s Existing Receivables Facility (as defined in the Indenture pursuant to which The Notes were issued (the “Indenture”)), and certain other excluded assets). The Company’s obligations with respect to The Notes, the obligations of the Subsidiary Guarantors under the Guarantees, and the performance of all of the Company’s and the Subsidiary Guarantors’ other obligations under the Indenture, are secured equally and ratably with the Company’s and the Subsidiary Guarantors’ obligations under the Credit Agreement ~~contains covenants~~and The Notes by a perfected first-priority security interest, subject to permitted liens, in the collateral owned by the Company and its Subsidiary Guarantors, whether now owned or hereafter acquired. However, the liens on the collateral securing The Notes and the Guarantees will be released if: (i) The Notes have investment grade ratings; (ii) no default has occurred and is continuing, and; (iii) the liens on the collateral securing all first lien obligations (including the Credit Agreement and The Notes) and any junior lien obligations are released or the collateral under the Credit Agreement, any other first lien obligations and any junior lien obligations is released or no longer required to be pledged. The liens on any collateral securing The Notes and the Guarantees will also be released if the liens on that ~~include~~collateral securing the Credit Agreement, other first lien obligations and any junior lien obligations are released.

As discussed in Note 2 to the Consolidated Financial Statements-Relationship with Universal Health Realty Income Trust and Other Related Party Transactions, on December 31, 2021, we (through wholly-owned subsidiaries of ours) entered into an asset purchase and sale agreement with Universal Health Realty Income Trust (the “Trust”). Pursuant to the terms of the agreement, which was amended during the first quarter of 2022, we, among other things, transferred to the Trust, the real estate assets of Aiken Regional Medical Center (“Aiken”) and Canyon Creek Behavioral Health (“Canyon Creek”). In connection with this transaction, Aiken and Canyon Creek (as lessees), entered into a ~~limitation~~master lease and individual property leases, as amended, (with the Trust as lessor), for initial lease terms on ~~sales~~each property of ~~assets, mergers, change~~approximately twelve years, ending on December 31, 2033. As a result of ~~ownership, liens~~our purchase option within the Aiken and ~~indebtedness, transactions~~Canyon Creek lease agreements, this asset purchase and sale transaction is accounted for as a failed sale leaseback in accordance with ~~affiliates, dividends~~U.S. GAAP and ~~stock repurchases;~~we have accounted for the transaction as a financing arrangement. Our lease payments payable to the Trust are recorded to interest expense and ~~requires compliance~~as a reduction of the outstanding financial liability, and the amount allocated to interest expense is determined based upon our incremental borrowing rate and the outstanding financial liability. In connection with this transaction, our consolidated balance sheets at March 31, 2024 and December 31, 2023 reflect financial ~~covenants including maximum leverage and minimum interest coverage ratios. We~~liabilities, which are included in ~~compliance with all required covenants~~debt, of approximately $77 million as of ~~September 30, 2017.~~each date.

At ~~September 30, 2017,~~March, 2024, the carrying value and fair value of our debt were approximately ~~$4.0~~$4.9 billion and ~~$4.1~~$4.6 billion, respectively. At December 31, ~~2016,~~2023, the carrying value and fair value of our debt were ~~each~~ approximately ~~$4.1 billion.~~$4.9 billion and $4.6 billion, respectively. The fair value of our debt was computed based upon quotes received from financial institutions. We consider these to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with debt instruments.

~~Cash Flow Hedges:~~

We manage our ratio of fixed and floating rate debt with the objective of achieving a mix that management believes is appropriate. To manage this risk in a cost-effective manner, we, from time to time, enter into interest rate swap agreements in which we agree to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts. We account for our derivative and hedging activities using the Financial Accounting Standard Board’s (“FASB”) guidance which requires all derivative instruments, including certain derivative instruments embedded in other contracts, to be carried at fair value on the balance sheet. For derivative transactions designated as hedges, we formally document all relationships between the hedging instrument and the related hedged item, as well as its risk-management objective and strategy for undertaking each hedge transaction.

Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either an asset or liability, with a corresponding amount recorded in accumulated other comprehensive income (“AOCI”) within shareholders’ equity. Amounts are reclassified from AOCI to the income statement in the period or periods the hedged transaction affects earnings. We use interest rate derivatives in our cash flow hedge transactions. Such derivatives are designed to be highly effective in offsetting changes in the cash flows related to the hedged liability. For derivative instruments designated as cash flow hedges, the ineffective portion of the change in expected cash flows of the hedged item are recognized currently in the income statement.

For hedge transactions that do not qualify for the short-cut method, at the hedge’s inception and on a regular basis thereafter, a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instruments have been highly effective in offsetting changes in cash flows of the hedged items and whether they are expected to be highly effective in the future.

The fair value of interest rate swap agreements approximates the amount at which they could be settled, based on estimates obtained from the counterparties. We assess the effectiveness of our hedge instruments on a quarterly basis. We performed periodic assessments of the cash flow hedge instruments during 2016 and the first nine months of 2017 and determined the hedges to be highly effective. We also determined that any portion of the hedges deemed to be ineffective was de minimis and therefore there was no material effect on our consolidated financial position, operations or cash flows. The counterparties to the interest rate swap agreements expose us to credit risk in the event of nonperformance. We do not anticipate nonperformance by our counterparties. We do not hold or issue derivative financial instruments for trading purposes.

Seven previously outstanding interest rate swaps on a total notional amount of $825 million matured in May, 2015. During 2015, we entered into nine forward starting interest rate swaps whereby we pay a fixed rate on a total notional amount of $1.0 billion and receive one-month LIBOR. The average fixed rate payable on these swaps, which are scheduled to mature on April 15, 2019, is 1.31%. These interest rates swaps consist of:

Four forward starting interest rate swaps, entered into during the second quarter of 2015, whereby we pay a fixed rate on a total notional amount of $500 million and receive one-month LIBOR. Each of the four swaps became effective on July 15, 2015 and are scheduled to mature on April 15, 2019. The average fixed rate payable on these swaps is 1.40%;

•

Four forward starting interest rate swaps, entered into during the third quarter of 2015, whereby we pay a fixed rate on a total notional amount of $400 million and receive one-month LIBOR. One swap on a notional amount of $100 million became effective on July 15, 2015, two swaps on a total notional amount of $200 million became effective on September 15, 2015

and another swap on a notional amount of $100 million became effective on December 15, 2015. All of these swaps are scheduled to mature on April 15, 2019. The average fixed rate payable on these four swaps is 1.23%, and;

One interest rate swap, entered into during the fourth quarter of 2015, whereby we pay a fixed rate on a total notional amount of $100 million and receive one-month LIBOR. The swap became effective on December 15, 2015 and is scheduled to mature on April 15, 2019. The fixed rate payable on this swap is 1.21%.

We measure our interest rate swaps at fair value on a recurring basis. The fair value of our interest rate swaps is based on quotes from our counterparties. We consider those inputs to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with derivative instruments and hedging activities. At September 30, 2017, the fair value of our interest rate swaps was a net asset of $4 million, $1 million of which is included in net accounts receivable and $3 million of which is included in other assets on the accompanying balance sheet. At December 31, 2016, the fair value of our interest rate swaps was de minimis on a net basis comprised of a $4 million asset which is included in other assets offset by a $4 million liability which is included in other current liabilities on the accompanying consolidated balance sheet.

Foreign Currency Forward Exchange Contracts:

We use forward exchange contracts to hedge our net investment in foreign operations against movements in exchange rates. The effective portion of the unrealized gains or losses on these contracts is recorded in foreign currency translation adjustment within accumulated other comprehensive income and remains there until either the sale or liquidation of the subsidiary. ~~The cash flows from these contracts are reported as operating activities in the consolidated statements of cash flows.~~ In connection with these forward exchange contracts, we recorded net cash ~~outflows~~inflows of ~~$72~~$8 million during the ~~nine-month~~three-month period ended ~~September 30, 2017~~March 31, 2024 and net cash ~~inflows~~outflows of ~~$56~~$19 million during the ~~nine-month~~three-month period ended ~~September 30, 2016.~~ March 31, 2023.

Derivatives Hedging Relationships:

The following table presents the effects of our foreign currency forward exchange contracts on our results of operations for the three-month periods ended March 31, 2024 and 2023 (in thousands):


	Gain/(Loss) recognized in AOCI
	Three months ended
	March 31,		March 31,
	2024		2023
Net Investment Hedge relationships
Foreign currency forward exchange contracts	$	9,897	$	(22,144	)

No other gains or losses were recognized in income related to derivatives in Subtopic 815-20.

Cash, Cash Equivalents and Restricted Cash:

Cash, cash equivalents, and restricted cash as reported in the condensed consolidated statements of cash flows are presented separately on our condensed consolidated balance sheets as follows (in thousands):


	March 31,		March 31,		December 31,
	2024		2023		2023
Cash and cash equivalents	$	112,093	$	109,969	$	119,439
Restricted cash (a)		94,707		99,069		95,031
Total cash, cash equivalents and restricted cash	$	206,800	$	209,038	$	214,470

(a) Restricted cash is included in other assets on the accompanying condensed consolidated balance sheets.

(5) Fair Value Measurement

~~(5)~~Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques used to measure fair value into one of three levels:

•

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These included quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables present the assets and liabilities recorded at fair value on a recurring basis:


	Balance at		Balance Sheet	Basis of Fair Value Measurement
(in thousands)	March 31, 2024		Location	Level 1		Level 2		Level 3
Assets:
Money market mutual funds	$	110,856	Other noncurrent assets	$	110,856
Certificates of deposit		2,201	Other noncurrent assets				2,201
Equity securities		49,342	Other noncurrent assets		49,342
Deferred compensation assets		46,163	Other noncurrent assets		46,163
	$	208,562		$	206,361	$	2,201		-
Liabilities:
Foreign currency exchange contracts	$	333	Accounts payable and other liabilities			$	333
Deferred compensation liability		46,163	Other noncurrent liabilities		46,163
	$	46,496		$	46,163	$	333		-

	Balance at		Balance Sheet	Basis of Fair Value Measurement
(in thousands)	December 31, 2023		Location	Level 1		Level 2		Level 3
Assets:
Money market mutual funds	$	111,129	Other noncurrent assets	$	111,129
Certificates of deposit		2,300	Other noncurrent assets				2,300
Equity securities		49,923	Other noncurrent assets		49,923
Deferred compensation assets		43,060	Other noncurrent assets		43,060
	$	206,412		$	204,112	$	2,300		-
Liabilities:
Foreign currency exchange contracts	$	1,911	Accounts payable and other liabilities			$	1,911
Deferred compensation liability		43,060	Other noncurrent liabilities		43,060
	$	44,971		$	43,060	$	1,911		-

The fair value of our money market mutual funds, certificates of deposit and equity securities with a readily determinable fair value are computed based upon quoted market prices in an active market. The fair value of deferred compensation assets and the offsetting

liability are computed based on market prices in an active market held in a rabbi trust. The fair value of our foreign currency exchange contracts is determined using quoted forward exchange rates and spot rates at the reporting date.

(6) Commitments and Contingencies

Professional and General Liability, Workers’ Compensation Liability

~~Effective January, 2017, the~~The vast majority of our subsidiaries are self-insured for professional and general liability exposure up ~~to $5~~to: (i) $20 million for professional liability and $3 million for general liability per occurrence in 2024, 2023, 2022 and 2021; (ii) $10 million and $3$3 million per occurrence in 2020; (iii) $5 million and $3 million per occurrence, respectively, ~~subject to certain aggregate limitations. Prior to January,~~during 2019, 2018 and 2017, ~~the vast majority of our subsidiaries were self-insured for professional and general liability exposure up to $10~~and; (iv) $10 million and $3$3 million per occurrence, ~~respectively.~~ respectively, prior to 2017.

These subsidiaries are provided with several excess policies through commercial insurance carriers which provide for coverage in excess of the applicable per occurrence and aggregate self-insured retention or underlying policy limits up to ~~$250 million per occurrence and in the aggregate for claims~~ ~~incurred after 2013 a~~nd up to $200 million per occurrence and in the aggregate for claims incurred from 2011 through 2013. We remain liable for 10% of the claims paid pursuant to the commercially insured excess coverage, up to $50approximately $175 million in ~~the aggregate.~~2024;$165 million in 2023; $162 million in 2022; $155 million in 2021 and $250 million during each of 2014 through 2020. In addition, from time to time based upon marketplace conditions, we may elect to purchase additional commercial coverage for certain of our facilities or businesses. Our behavioral health care facilities located in the U.K. have policies through a commercial insurance carrier located in the U.K. that provides for ~~£10~~£16 million of professional liability coverage, and ~~£25~~£25 million of general liability coverage. The ~~coverage~~commercial insurance limits indicated above for each policy year may have been reduced due to payment of covered claims or suits, subject to the ~~facilities located~~policy terms and conditions.

As disclosed below in Legal Proceedings, 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 ours. We are uncertain as to the ~~U.K. acquired in late December, 2016 in connection with our acquisition~~ultimate financial exposure related to the Pavilion matter (which relates to a 2020 occurrence) and we can make no assurances regarding its outcome, or the amount of damages that may be ultimately held recoverable after post-judgment proceedings and appeal. While the Pavilion has general and professional liability insurance to cover a portion of these amounts, the resolution of the ~~Cambian Group, PLC’s adult services division is similar~~Pavilion matter may have a material adverse effect on the Company. As of March 31, 2024, without reduction for any potential amounts related to the ~~above-mentioned U.K.~~Pavilion matter, the Company and its subsidiaries have aggregate insurance ~~program.~~ 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 occurrence for professional liability claims and $3 million per occurrence for general liability claims). In the event the resolution of the Pavilion matter 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 matter causes the posting of a large bond or other collateral during an appeal process, our future results of operations and capital resources could be materially adversely impacted.

As of March 31, 2024, the total net accrual for our professional and general liability claims was $447 million, of which $70 million was included in current liabilities. As of December 31, 2023, the total net accrual for our professional and general liability claims was $431 million, of which $70 million was included in current liabilities.

As a result of unfavorable trends experienced during the last several years, our results of operations included pre-tax increases to our reserves for self-insured professional and general liability claims amounting to $7 million during the first quarter of 2024, $25 million during 2023 ($20 million and $5 million recorded during the second and third quarters of 2023, respectively) and $16 million during 2022. Our estimated liability for self-insured professional and general liability claims is based on a number of factors including, among other things, the number of asserted claims and reported incidents, estimates of losses for these claims based on recent and historical settlement amounts, estimates of incurred but not reported claims based on historical experience, and estimates of amounts recoverable under our commercial insurance policies. While we continuously monitor these factors, our ultimate liability for professional and general liability claims could change materially from our current estimates due to inherent uncertainties involved in making this estimate. Given our significant self-insured exposure for professional and general liability claims, there can be no assurance that a sharp increase in the number and/or severity of claims asserted against us will not have a material adverse effect on our future results of operations.

Included in our financial results during the nine-month period ended September 30, 2017, pursuant to a reserve analysis which indicated unfavorable changes in our estimated future claims payments relating to prior years, we recorded a $15 million increase to our professional and general liability self-insurance reserves (recorded during the second quarter of 2017). As of ~~September 30, 2017, the total accrual for our professional and general liability claims was $228 million, of which $54 million is included in current liabilities. As of December~~March 31, ~~2016, the total accrual for our professional and general liability claims was $207 million, of which $48 million is included in current liabilities.~~

~~As of September 30, 2017,~~2024, the total accrual for our workers’ compensation liability claims was ~~$70~~$132 million, $55 million of which ~~$33 million is~~was included in current liabilities. As of December 31, ~~2016,~~2023, the total accrual for our workers’ compensation liability claims was ~~$67~~$130 million, $55 million of which ~~$33 million is~~was included in current liabilities. As a result of favorable trends experienced in prior years, included in our results of operations during the full year of 2023, was a pre-tax decrease to our reserves for self-insured workers' compensation liability claims of approximately $10 million (recorded during the second quarter of 2023).

Although we are unable to predict whether or not our future financial statements will ~~include adjustments~~require updates to estimates for our prior year reserves for self-insured general and professional and workers’ compensation claims, given the relatively unpredictable nature of ~~the~~ these potential liabilities and the factors impacting these reserves, as discussed above, it is reasonably likely that our future financial results may include material adjustments to prior period reserves.

Property Insurance

~~Property Insurance:~~

We have commercial property insurance policies for our properties, covering ~~catastrophic~~the period of June 1, 2023 to June 1, 2024, providing property and business interruption coverage for losses ~~including windstorm damage,~~in excess of $25 million per occurrence or per location (as applicable based upon the event) up to a $1$1 billion annual policy ~~limit, subject~~limitation for certain catastrophic events or perils. These commercial policies provide for coverage of up to ~~a deductible ranging~~$250 million of annual aggregate coverage for losses resulting from ~~$50,000 to $250,000 per occurrence.~~windstorm damage. Losses resulting from named windstorms are subject to deductibles between 3%3% and 5%5% of the total insurable value of the property. In addition, we have commercial property insurance policies covering catastrophic losses resulting from earthquake and flood damage, each subject to aggregated loss limits (as opposed to per occurrence losses). Commercially insured earthquake coverage for our facilities is subject to various deductibles and limitations including: (i) ~~$500~~$100 million limitation for our facilities located in California, New Madrid Seismic Zone, Pacific Northwest Seismic Zone, Alaska and various counties in Nevada; (ii) ~~$130 million limitation for our facilities located in California; (iii) $100~~$100 million limitation for our facilities located in fault zones within the United States; ~~(iv) $40~~(iii) $40 million limitation for our ~~facility~~facilities located in Puerto Rico, and; ~~(v) $250~~(iv) $250 million limitation for many of our facilities located in other states. ~~Deductibles~~Our commercially insured flood coverage has a limit of $100 million annually. There is also a $10 million sublimit for ~~flood losses vary in amount, up to a maximum of $500,000, based upon location of the facility. Since certain~~one of our facilities ~~have been designated by~~located in Houston, Texas, and a $1 million sublimit for our ~~insurer as flood prone, we have elected to purchase policies from The National Flood Insurance Program.~~facilities located in Puerto Rico. Property insurance for our behavioral health facilities located in the U.K. are provided on an all risk basis up to a ~~£1.29~~£1.5 billion policy limit, with coverage caps per location, that includes coverage for real and personal property as well as business interruption losses.

~~Other~~

~~Our accounts receivable as of September 30, 2017~~These commercial policies are subject to a deductible of: (i) $5 million per location for damage resulting from earthquake, wind, hail and ~~December 31, 2016 include amounts due from Illinois of approximately $52~~flood, and; (ii) $5 million and $38 million, respectively. Collection of the outstanding receivables continues to be delayed due to state budgetary and funding pressures. Approximately $35 million as of September 30, 2017 and $25 million as of December 31, 2016, of the receivables due from Illinois were outstandingper occurrence for all other events. For per location or per occurrence losses in excess of ~~60 days, as~~the applicable deductible, we are self-insured, through our wholly-owned captive, for up to $20 million of ~~each respective date. Although~~annual aggregate losses. Should the ~~accounts receivable due from Illinois could remain outstanding~~$20 million self-insured annual aggregate limitation be exhausted during the policy year, we have commercial insurance coverage for the ~~foreseeable future, since~~next $20 million of annual aggregate losses in excess of the applicable deductible. In the event the $20 million of commercial coverage is also exhausted, we ~~expect~~are self-insured for all per location or per occurrence losses up to ~~eventually collect all amounts due~~$25 million, including the $5 million deductible.

Commitment to ~~us, no~~Develop, Lease and Operate an Acute Care Hospital in Washington, D.C.

During 2020, we entered into various agreements with the District of Columbia (the “District”) related ~~reserves have been established in our consolidated financial statements. However, we can provide no assurance~~to the development, leasing and operation of an acute care hospital and certain other facilities/structures on land owned by the District (“District Facilities”). The agreements contemplate that we will ~~eventually collect all~~serve as manager for development and construction of the District Facilities on behalf of the District, with a projected aggregate cost of approximately $439 million, approximately $229 million of which was incurred as of March 31, 2024, which will be entirely funded by the District. Construction of the District Facilities is expected to be completed during 2025.

Upon completion of the District Facilities, we will lease 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. We have certain lease termination rights in connection with the District Facilities beginning on the tenth anniversary of the lease commencement date for various and decreasing amounts ~~due~~as provided for in the agreements. Additionally, any time after the 10th anniversary of the lease term, we have a right to ~~us from Illinois. Failure~~purchase the District Facilities for a price equal to ~~ultimately collect all outstanding amounts due~~the greater of fair market value of the District Facilities or the amount necessary to ~~us from Illinois would~~defease the bonds issued by the District to fund the construction of the District Facilities. 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.

Additionally, we have ~~an adverse impact on our future consolidated results~~committed to expend no less than $75 million (approximately $5 million of ~~operations and cash flows.~~

Aswhich has been incurred as of ~~September 30, 2017 we were party~~March 31, 2024), 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. Pursuant to the agreements, the District is entitled to certain ~~off balance sheet arrangements consisting~~termination fees and other amounts as specified in the agreements in the event we, within certain specified periods of ~~standby letters~~time, cease to operate the acute care hospital or there is a transfer of ~~credit and surety bonds which totaled $120 million consisting of: (i) $113 million related to~~control of us or our ~~self-insurance programs, and; (ii) $7 million of other debt and public utility guarantees.~~subsidiary operating the hospital.

Legal Proceedings

We operate in a highly regulated and litigious industry which subjects us to various claims and lawsuits in the ordinary course of business as well as regulatory proceedings and government investigations. These claims or suits include claims for damages for personal injuries, medical malpractice, commercial/contractual disputes, wrongful restriction of, or interference with, physicians’ staff privileges, and employment related claims. In addition, health care companies are subject to investigations and/or actions by various state and federal governmental agencies or those bringing claims on their behalf. Government action has increased with respect to investigations and/or allegations against healthcare providers concerning possible violations of fraud and abuse and false claims statutes as well as compliance with clinical and operational regulations. Currently, and from time to time, we and some of our facilities are subjected to inquiries in the form of subpoenas, Civil Investigative Demands, audits and other document requests from various federal and state agencies. These inquiries can lead to notices and/or actions including repayment obligations from state and federal government agencies associated with potential non-compliance with laws and regulations. Further, the federal False ~~Claim~~Claims Act allows private individuals to bring lawsuits (qui tam actions) against healthcare providers that submit claims for payments to the government.

Various states have also adopted similar statutes. When such a claim is filed, the government will investigate the matter and decide if they are going to intervene in the pending case. These qui tam lawsuits are placed under seal by the court to comply with the False Claims Act’s requirements. If the government chooses not to intervene, the private individual(s) can proceed independently on behalf of the government. Health care providers that are found to violate the False Claims Act may be subject to substantial monetary fines/penalties as well as face potential exclusion from participating in government health care programs or be required to comply with Corporate Integrity Agreements as a condition of a settlement of a False ~~Claim~~Claims Act matter. In September 2014, the Criminal Division of the Department of Justice (“DOJ”) announced that all qui tam cases will be shared with their Division to determine if a parallel criminal investigation should be opened. The DOJ has also announced an intention to pursue civil and criminal actions against individuals within a company as well as the corporate entity or entities. In addition, health care facilities are subject to monitoring by state and federal surveyors to ensure compliance with program Conditions of Participation. In the event a facility is found to be out of compliance with a Condition of Participation and unable to remedy the alleged deficiency(s), the facility faces termination from the

Medicare and Medicaid programs or compliance with a System Improvement Agreement to remedy deficiencies and ensure compliance.

The laws and regulations governing the healthcare industry are complex covering, among other things, government healthcare participation requirements, licensure, certification and accreditation, privacy of patient information, reimbursement for patient services as well as fraud and abuse compliance. These laws and regulations are constantly evolving and expanding. Further, the original Patient Protection and Affordable Care Act, as amended by the Health and Education Reconciliation Act, has added additional obligations on healthcare providers to report and refund overpayments by government healthcare programs and authorizes the suspension of Medicare and Medicaid payments “pending an investigation of a credible allegation of fraud.” We monitor our business and have developed an ethics and compliance program with respect to these complex laws, rules and regulations. Although we believe our policies, procedures and practices comply with government regulations, there is no assurance that we will not be faced with the sanctions referenced above which include fines, penalties and/or substantial damages, repayment obligations, payment suspensions, licensure revocation, and expulsion from government healthcare programs. Even if we were to ultimately prevail in any action brought against us or our facilities or in responding to any inquiry, such action or inquiry could have a material adverse effect on us.

Certain legal matters are described below:

~~Government Investigations:~~Knight v. Miller, et. al.

~~UHS Behavioral Health~~

In ~~February, 2013,~~July 2021, a shareholder derivative lawsuit was filed by plaintiff, Robin Knight, in the ~~Office of Inspector General for~~Chancery Court in Delaware against the ~~United States Department of Health and Human Services (“OIG”) served a subpoena requesting various documents from January, 2008 to the date~~members of the ~~subpoena directed at Universal Health Services, Inc. (“UHS”) concerning it and UHS~~Board of Delaware, Inc., and certain UHS owned behavioral health facilities including: Keys of Carolina, Old Vineyard Behavioral Health, The Meadows Psychiatric Center, Streamwood Behavioral Health, Hartgrove Hospital, Rock River Academy and Residential Treatment Center, Roxbury Treatment Center, Harbor Point Behavioral Health Center, f/k/a The Pines Residential Treatment Center, including the Crawford, Brighton and Kempsville campuses, Wekiva Springs Center and River Point Behavioral Health. Prior to receipt of this subpoena, some of these facilities had received independent subpoenas from state or federal agencies. Subsequent to the February 2013 subpoenas, someDirectors of the facilities above have received additional, specific subpoenas or other document and information requests. In addition to the OIG, the DOJ and various U.S. Attorneys’ and state Attorneys’ General Offices are also involved in this matter. Since February 2013, additional facilities have also received subpoenas and/or document and information requests or we have been notified are included in the omnibus investigation. Those facilities include: National Deaf Academy, Arbour-HRI Hospital, Behavioral Hospital of Bellaire, St. Simons By the Sea, Turning Point Care Center, Salt Lake Behavioral Health, Central Florida Behavioral Hospital, University Behavioral Center, Arbour Hospital, Arbour-Fuller Hospital, Pembroke Hospital, Westwood Lodge, Coastal Harbor Health System, Shadow Mountain Behavioral Health, Cedar Hills Hospital, Mayhill Hospital, Southern Crescent Behavioral Health (Anchor Hospital and Crescent Pines campuses), Valley Hospital (AZ), Peachford Behavioral Health System of Atlanta, University Behavioral Health of Denton, and El Paso Behavioral Health System.

In October, 2013, we were advised that the DOJ’s Criminal Frauds Section had opened an investigation of River Point Behavioral Health and Wekiva Springs Center. Since that time, we have been notified that the Criminal Frauds section has opened investigations of National Deaf Academy, Hartgrove Hospital and UHSCompany as well as certain officers (C.A. No.: 2021-0581-SG). The Company was named as a nominal defendant. The lawsuit alleges that in March 2020 stock options were awarded with exercise prices that did not reflect the Company’s fundamentals and business prospects, and in anticipation of future market rebound resulting in excessive gains. The lawsuit makes claims of breaches of fiduciary duties, waste of corporate ~~entity. In April 2017,~~assets, and unjust enrichment. The lawsuit seeks monetary damages allegedly incurred by the ~~DOJ’s Criminal Division issued~~Company, disgorgement of the March 2020 stock awards as well as any proceeds derived therefrom and unspecified equitable relief. Defendants deny the allegations. We filed a ~~subpoena requesting documentation from Shadow Mountain Behavioral Health. In August 2017, Kempsville Center of Behavioral Health (a~~motion to dismiss the complaint and the court granted part and denied part of ~~Harbor Point Behavioral Health previously identified above) received~~our motion. During the third quarter of 2022, we reached a ~~subpoena requesting documentation.~~

In April, 2014, the Centers for Medicare and Medicaid Services (“CMS”) instituted a Medicare payment suspension at River Point Behavioral Health in accordance with federal regulations regarding suspension of payments during certain investigations. The Florida Agency for Health Care Administration (“AHCA”) subsequently issued a Medicaid payment suspension for the facility. River Point Behavioral Health submitted a rebuttal statement disputing the basis of the suspension and requesting revocation of the suspension. Notwithstanding, CMS continued the payment suspension. River Point Behavioral Health provided additional information to CMS in an effort to obtain relief from the payment suspension but the Medicare suspension remains in effect. In June 2017, AHCA advised that while they were maintaining the suspension for dual eligible and cross-over Medicare beneficiaries, the Medicaid payment suspension was lifted effective June 27, 2017. We cannot predict if and/or when the facility’s remaining suspended payments will resume in total. Although the operating results of River Point Behavioral Health didpreliminary settlement, which would not have had a material impact on our consolidated ~~results~~financial statements. The settlement required court approval which the court declined to provide. Our Board of ~~operations during~~Directors authorized the ~~three~~formation of a Special Litigation Committee ("SLC") to review the matter and ~~nine-month periods ended September 30, 2017 or~~determine whether it is in the ~~year ended December 31, 2016, the payment suspension has had a material adverse effect on the facility’s results of operations and financial condition.~~

The DOJ has advised us that the civil aspect of the coordinated investigation referenced above is a False Claims Act investigation focused on billings submitted to government payers in relation to services provided at those facilities. At present, we are uncertain as to potential liability and/or financial exposurebest interests of the Company ~~and/or individual facilities, if any, in connection with these matters.~~

~~Litigation:~~

~~U.S. ex rel Escobar v. Universal Health Services, Inc. et.al.~~

~~This is a False Claims Act case filed against Universal Health Services, Inc., UHS of Delaware, Inc. and HRI Clinics, Inc. d/b/a Arbour Counseling Services in U.S. District Court for~~to pursue this claim. The court stayed the ~~District of Massachusetts. This qui tam action primarily alleges that Arbour Counseling Services failed~~litigation until April 15, 2024 while the SLC conducted their review. According to ~~appropriately supervise certain clinical providers in contravention of regulatory requirements and~~ the ~~submission of claims~~SLC’s status letter to Medicaid were subsequently improper. Relators make other claims of improper billing to Medicaid associated with alleged failures of Arbour Counseling to comply with state regulations. The U.S. Attorney’s Office and the ~~Massachusetts Attorney General’s Office initially declined to intervene. UHS filed a motion to dismiss and the trial court originally granted the motion dismissing the case. The First Circuit~~ Court of ~~Appeals (“First Circuit”) reversed the trial court’s dismissal~~Chancery, dated April 15, 2024, after a thorough examination of documentary evidence, interviews with relevant persons, and a review of the ~~case. The United States Supreme Court subsequently vacated~~applicable law, the ~~First Circuit’s opinion~~SLC has determined that the claims asserted in the shareholder derivative lawsuit do not have merit and ~~remanded~~that pursuing them would not be in the ~~case for further consideration under the new legal standards established by the Supreme Court for False Claims Act cases. During the 4~~^th ~~quarter of 2016, the First Circuit issued a revised opinion upholding their reversal~~interest of the ~~trial court’s dismissal.~~Company. The ~~case was then remanded~~SLC further advised the Court that the SLC has concluded that the claims should be dismissed. Currently, the SLC is conferring with the parties to the ~~trial court for further proceedings. In January 2017,~~action about the U.S. Attorney’s Office and Massachusetts Attorney General’s Office advised of the potential for intervention in the case. The Massachusetts Attorney General’s Office subsequently filed its motion to intervene which was granted and, in April 2017, filed their Complaint in Intervention.appropriate next steps. We ~~are defending this case vigorously. At this time, we~~ are uncertain as to potential liability or financial exposure, if any, which may be associated with this matter.

~~Shareholder Class Action~~

In December 2016 a purported shareholder class action lawsuit was filed in U.S. District Court for the Central District of California against UHS, and certain UHS officers alleging violations of the federal securities laws. Plaintiff alleges that defendants violated federal securities laws relating to the disclosures made in public filings associated with practices at our behavioral health facilities. The case was originally filed as Heed v. Universal Health Services, Inc. et. al. (Case No. 2:16-CV-09499-PSG-JC). The court subsequently appointed Teamsters Local 456 Pension Fund and Teamsters Local 456 Annuity Fund to serve as lead plaintiffs. The case has been transferred to the U.S. District Court for the Eastern District of Pennsylvania and the style of the case has been changed to Teamsters Local 456 Pension Fund, et. al. v. Universal Health Services, Inc. et.al. (Case No. 2:17-CV-02817-LS). In September, 2017, Teamsters Local 456 Pension Fund filed an amended complaint. We deny liability and intend to defend ourselves vigorously. At this time, we are uncertain as to potential liability or financial exposure, if any, which may be associated with this matter.

~~Shareholder Derivative Cases~~

In March 2017, a shareholder derivative suit was filed by plaintiff David Heed in the Court of Common Pleas of Philadelphia County. A notice of removal to the United States District Court for the Eastern District of Pennsylvania has been filed. Plaintiff has filed a motion to remand. The suit alleges breaches of fiduciary duties and other allegedly wrongful conduct by the members of the Board of Directors and certain officers of Universal Health Services, Inc. relating to practices at our behavioral health facilities. UHS has been named as a nominal defendant in the case. (Case No. 2:17-cv-01476-LS). In May, June and July 2017, additional shareholder derivative suits were filed in the United States District Court for the Eastern District of Pennsylvania. The plaintiffs in those cases are: Central Laborers’ Pension Fund (Case No. 17-cv-02187-LS); Firemen’s Retirement System of St. Louis (Case No. 17-cv-02317-LS); Waterford Township Police & Fire Retirement System (Case No. 17-cv-02595-LS); and Amalgamated Bank Longview Funds (Case No. 17-cv-03404-LS). The Fireman’s Retirement System case has since been voluntarily dismissed. In addition, a shareholder derivative case was filed in Chancery Court in Delaware by the Delaware County Employees’ Retirement Fund (Case No. 2017-0475-JTL). These additional cases make substantially similar allegations and claims based upon alleged violations of federal securities laws as well common law causes of action against the individual defendants. All of these additional cases have also named all members of the UHS Board of Directors as well as certain officers of the Company. The defendants deny liability and intend to defend these cases vigorously. At this time, we are uncertain as to potential liability or financial exposure, if any, which may be associated with these matters.

~~Chowdary v. Universal Health Services, Inc., et. al.~~

This is a lawsuit filed in 1999 in state court in Hidalgo County, Texas by a physician and his professional associations alleging tortious interference with contractual relationships and retaliation against McAllen Medical Center in McAllen, Texas as well as Universal Health Services, Inc. The state court has entered a summary judgment order awarding plaintiff $3.85 million in damages. With prejudgment interest, the total amount of the order amounts to approximately $8.5 million, for which a related expense and liability was included in our financial results for the three and nine-month periods ended September 30, 2017. A trial on punitive damages, emotional distress and attorneys’ fees remains to be conducted if the summary judgment order is not vacated. The case has been removed to federal court. Plaintiffs have filed a motion to remand. Once the remand motion is decided, we will file a motion for reconsideration and/or new trial. In the event the trial court does not grant the motion reversing the summary judgment order, we intend to appeal.

Disproportionate Share Hospital Payment Matter:

In late September, 2015, many hospitals in Pennsylvania, including ~~seven~~certain of our behavioral health care hospitals located in the state, received letters from the Pennsylvania Department of Human Services (the “Department”) demanding repayment of allegedly excess Medicaid Disproportionate Share Hospital payments (“DSH”), primarily consisting of managed care payments characterized as DSH payments, for the federal fiscal year (“FFY”) 2011 ~~(“FFY2011”)~~ amounting to approximately $4$4 million in the aggregate. Since that time, wecertain of our behavioral health care hospitals in Pennsylvania have received similar requests for repayment for alleged DSH overpayments for FFYs 2012 ~~and 2013 aggregating~~through 2015. For FFY 2012, the claimed overpayment amounts to approximately ~~$11~~$4 million. For FY 2013, FY 2014 and FY 2015 the initial claimed overpayments and attempted recoupment by the Department were approximately $7 million, $8 million and $7 million, respectively. The Department has agreed to a change in methodology which, upon confirmation of the underlying data being accepted by the Department, could reduce the initial claimed overpayments for FY 2013, FY 2014 and FY 2015 to approximately $2 million, $2 million and $3 million, respectively. We filed administrative appeals for all of our

facilities contesting the recoupment efforts for FFYs 2011 through ~~2013~~2015 as we believe the Department’s calculation methodology is inaccurate and conflicts with applicable federal and state laws and regulations. The Department ~~has~~ agreed to postpone the recoupment of the state’s

share ~~of the DSH payments~~for FFY 2011 to 2013 until all hospital appeals are resolved but ~~started~~recouped the federal share. For FFY 2014 and FFY 2015, the Department initiated the recoupment of the alleged overpayments (both federal ~~share. The Department will likely make similar repayment demand for FFY 2014. Due to a change~~and state shares). Starting in FY 2016, the ~~Pennsylvania Medicaid State Plan and implementation of a CMS-approved Medicaid Section 1115 Waiver, we do not believe~~first full fiscal year after the ~~methodology applied by the Department to FFYs 2011 through 2013 is applicable to reimbursements received for Medicaid services provided after~~ January 1, 2015 effective date of Medicaid expansion in Pennsylvania, the Department no longer characterized managed care payments received by ~~our behavioral health care facilities located~~the hospitals as DSH payments. While the administrative appeals on the disputed DSH payments remain pending, we are in ~~Pennsylvania.~~continued settlement discussions with the Department. As a part of these discussions, we have presented certain calculation errors that we believe, if corrected, could materially reduce the alleged overpayments. We can provide no assurance that we will ultimately be successful in our legal and administrative appeals related to the Department’s repayment ~~demands.~~demands and are unable to assess liability or damages with certainty at this time. If our legal and administrative appeals are unsuccessful, our future consolidated results of operations and financial condition could be adversely impacted by these repayments.

~~Matters Relating to Psychiatric Solutions, Inc. (“PSI”):~~Rachel Capriglione, as natural mother and Next Friend of A.T., a minor, Plaintiff, v. The Pavilion Foundation d/b/a The Pavilion Behavioral Health System

~~The following matters pertain to PSI or former PSI facilities (owned by subsidiaries~~As previously reported on Form 8-K as filed on April 1, 2024, the Pavilion Behavioral Health System (the “Pavilion”), an indirect subsidiary of ~~PSI) which were~~the Company, isa defendant in ~~existence prior~~a lawsuit filed in Champaign County, Illinois, relating to the ~~acquisition~~sexual assault of ~~PSI~~one minor patient by another minor patient in 2020. Plaintiff asserted claims of negligence and misrepresentation.The Pavilion denied any liability.

The case went to trial in March of 2024. On March 28, 2024, a jury returned a verdict for ~~which we have assumed~~compensatory damages of $60 million and punitive damages of $475 million. Based on a search of verdicts in comparable cases, the ~~defense as~~magnitude of this verdict was unexpected and is unprecedented for a ~~result~~single-plaintiff injury case of ~~our acquisition which was completed~~this type in ~~November, 2010:~~Champaign County, Illinois. The Pavilion is evaluating all legal options and intends to challenge this verdictin post-judgment trial court proceedings and on appeal.

~~Department of Justice Investigation of Riveredge Hospital~~

In 2008, Riveredge Hospital in Chicago, Illinois received a subpoena from the DOJ requesting certain information from the facility. Additional requests for documents were also received from the DOJ in 2009 and 2010. The requested documents have been provided to the DOJ. All documents requested and produced pertained to the operations of the facility while under PSI’s ownership prior to our acquisition. At present, weWe are uncertain as to the ~~focus, scope~~ultimate financial exposure related to the Pavilion matter and we can make no assurances regarding its outcome, or ~~extent~~the amount of damages that may be held recoverable after post-judgment proceedings and appeal. While the Pavilion has general and professional liability insurance to cover a portion of these amounts, in the event the resolution of the ~~investigation, liability~~Pavilion matter exceeds the remaining commercial insurance coverage available, or the Pavilion matter causes the posting of ~~the facility and/~~a large bond or ~~potential financial exposure, if any, in connection with this matter.~~other collateral during an appeal process, our future results of operations and capital resources could be materially adversely impacted.

~~Department of Justice Investigation of Friends Hospital~~

In October, 2010, Friends Hospital in Philadelphia, Pennsylvania, received a subpoena from the DOJ requesting certain documents from the facility. The requested documents were collected and provided to the DOJ for review and examination. Another subpoena was issued to the facility in July, 2011 requesting additional documents, which have also been delivered to the DOJ. All documents requested and produced pertained to the operations of the facility while under PSI’s ownership prior to our acquisition. At present, we are uncertain as to the focus, scope or extent of the investigation, liability of the facility and/or potential financial exposure, if any, in connection with this matter.

Other Matters:

Various other suits, claims and investigations, including government subpoenas, arising against, or issued to, us are pending and additional such matters may arise in the future. Management will consider additional disclosure from time to time to the extent it believes such matters may be or become material. The outcome of any current or future litigation or governmental or internal investigations, including the matters described above, cannot be accurately predicted, nor can we predict any resulting penalties, fines or other sanctions that may be imposed at the discretion of federal or state regulatory authorities. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made at this time regarding the matters described above or that are otherwise pending because the inherently unpredictable nature of legal proceedings may be exacerbated by various factors, including, but not limited to: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the matter is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; (vi) there are a large number of parties, or; (vii) there is a wide range of potential outcomes. It is possible that the outcome of these matters could have a material adverse impact on our future results of operations, financial position, cash flows and, potentially, our reputation.

~~(6)~~(7) Segment Reporting

Our reportable operating segments consist of acute care hospital services and behavioral health care services. The “Other” segment column below includes centralized services including, but not limited to, information technology, purchasing, reimbursement, accounting and finance, taxation, legal, advertising and design and construction. The chief operating decision making group for our acute care services and behavioral health care services is comprised of our Chief Executive Officer ~~the President~~ and the Presidents of each operating segment. The Presidents for each operating segment also manage the profitability of each respective segment’s various facilities. The operating segments are managed separately because each operating segment represents a business unit that offers different types of healthcare services or operates in different healthcare environments. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2023. The corporate overhead allocations, as reflected below, are utilized for internal reporting purposes and are comprised of each period’s projected corporate-level operating expenses (excluding interest expense). The overhead expenses are captured and allocated directly to each segment, to the extent possible, based upon each segment’s respective percentage of total operating expenses.

Three months ended September 30, 2017

Acute Care
Hospital
Services

Behavioral
Health
Services (a)

Other

Total
Consolidated

(Amounts in thousands)

Gross inpatient revenues

$
5,344,625

$
2,257,231

$
0

$
7,601,856

Gross outpatient revenues

$
3,199,066

$
236,559

$
0

$
3,435,625

Total net revenues

$
1,316,748

$
1,224,548

$
568

$
2,541,864

Income/(loss) before allocation of corporate overhead and
income taxes

$
106,707

$
228,673

$
(115,026
)

$
220,354

Allocation of corporate overhead

$
(45,680
)

$
(39,707
)

$
85,387

$
0

Income/(loss) after allocation of corporate overhead and
before income taxes

$
61,027

$
188,966

$
(29,639
)

$
220,354

Total assets as of September 30, 2017

$
3,736,676

$
6,610,811

$
291,873

$
10,639,360

Nine months ended September 30, 2017

Acute Care
Hospital
Services

Behavioral
Health
Services (a)

Other

Total
Consolidated

(Amounts in thousands)

Gross inpatient revenues

$
16,373,472

$
6,689,368

$
0

$
23,062,840

Gross outpatient revenues

$
9,780,173

$
740,331

$
0

$
10,520,504

Total net revenues

$
4,072,752

$
3,685,230

$
9,096

$
7,767,078

Income/(loss) before allocation of corporate overhead and
income taxes

$
452,388

$
732,749

$
(352,086
)

$
833,051

Allocation of corporate overhead

$
(137,031
)

$
(119,021
)

$
256,052

$
0

Income/(loss) after allocation of corporate overhead and
before income taxes

$
315,357

$
613,728

$
(96,034
)

$
833,051

Total assets as of September 30, 2017

$
3,736,676

$
6,610,811

$
291,873

$
10,639,360


	Three months ended September 30, 2016											Three months ended March 31, 2024
	Acute Care Hospital Services			Behavioral Health Services (a)			Other			Total Consolidated		Acute Care Hospital Services			Behavioral Health Services (a)			Other			Total Consolidated
	(Amounts in thousands)											(Dollar amounts in thousands)
Gross inpatient revenues	$	4,647,578		$	2,031,868		$	0		$	6,679,446	$	12,910,102		$	2,754,684					$	15,664,786
Gross outpatient revenues	$	2,854,851		$	217,571		$	0		$	3,072,422	$	8,346,289		$	278,528					$	8,624,817
Total net revenues	$	1,253,866		$	1,153,880		$	2,126		$	2,409,872	$	2,185,081		$	1,656,067		$	2,434		$	3,843,582
Income/(loss) before allocation of corporate overhead and income taxes	$	97,542		$	245,515		$	(97,617	)	$	245,440	$	205,468		$	319,938		$	(189,320	)	$	336,086
Allocation of corporate overhead	$	(42,667	)	$	(38,719	)	$	81,386		$	0	$	(64,846	)	$	(46,935	)	$	111,781		$	0
Income/(loss) after allocation of corporate overhead and before income taxes	$	54,875		$	206,796		$	(16,231	)	$	245,440	$	140,622		$	273,003		$	(77,539	)	$	336,086
Total assets as of September 30, 2016	$	3,581,425		$	5,927,564		$	164,650		$	9,673,639
Total assets as of March 31, 2024												$	6,336,429		$	7,534,702		$	175,001		$	14,046,132

												Three months ended March 31, 2023
												Acute Care Hospital Services			Behavioral Health Services (a)			Other			Total Consolidated
												(Dollar amounts in thousands)
Gross inpatient revenues												$	11,401,491		$	2,627,990					$	14,029,481
Gross outpatient revenues												$	7,296,116		$	272,371					$	7,568,487
Total net revenues												$	1,973,532		$	1,490,489		$	3,497		$	3,467,518
Income/(loss) before allocation of corporate overhead and income taxes												$	133,296		$	266,356		$	(185,551	)	$	214,101
Allocation of corporate overhead												$	(67,262	)	$	(46,642	)	$	113,904		$	0
Income/(loss) after allocation of corporate overhead and before income taxes												$	66,034		$	219,714		$	(71,647	)	$	214,101
Total assets as of March 31, 2023												$	6,001,135		$	7,343,276		$	211,548		$	13,555,959

(a)

Includes net revenues generated from our behavioral health care facilities located in the U.K. amounting to approximately $208 million and $168 million for the three-month periods ended March 31, 2024 and 2023, respectively. Total assets at our U.K. behavioral health care facilities were approximately $1.336 billion and $1.265 billion as of March 31, 2024 and 2023, respectively.

Nine months ended September 30, 2016

Acute Care
Hospital
Services

Behavioral
Health
Services (a)

Other

Total
Consolidated

(Amounts in thousands)

Gross inpatient revenues

$
14,295,797

$
5,987,430

$
0

$
20,283,227

Gross outpatient revenues

$
8,461,032

$
668,457

$
0

$
9,129,489

Total net revenues

$
3,794,341

$
3,489,681

$
6,503

$
7,290,525

Income/(loss) before allocation of corporate overhead and
income taxes

$
420,832

$
784,016

$
(329,838
)

$
875,010

Allocation of corporate overhead

$
(128,007
)

$
(116,161
)

$
244,168

$
0

Income/(loss) after allocation of corporate overhead and
before income taxes

$
292,825

$
667,855

$
(85,670
)

$
875,010

Total assets as of September 30, 2016

$
3,581,425

$
5,927,564

$
164,650

$
9,673,639

~~(a)~~

Includes net revenues generated from our behavioral health care facilities located in the U.K. amounting to approximately $111 million and $60 million for the three-month periods ended September 30, 2017 and 2016, respectively, and approximately $317 million and $185 million for the nine-month periods ended September 30, 2017 and 2016, respectively. Total assets at our U.K. behavioral health care facilities were approximately $1.094 billion and $485 million as of September 30, 2017 and 2016, respectively.

~~(7)~~(8) Earnings Per Share Data (“EPS”) and Stock Based Compensation

Basic earnings per share are based on the weighted average number of common shares outstanding during the period. Diluted earnings per share are based on the weighted average number of common shares outstanding during the period adjusted to give effect to common stock equivalents.

The following table sets forth the computation of basic and diluted earnings per share for ~~classes A, B, C and D common stockholders for~~ the periods indicated (in thousands, except per share data):


	Three months ended September 30,						Nine months ended September 30,						Three months ended March 31,
	2017			2016			2017			2016			2024			2023
Basic and Diluted:
Net income attributable to UHS	$	141,245		$	151,865		$	532,694		$	528,201		$	261,834		$	163,115
Less: Net income attributable to unvested restricted share grants		(81	)		(69	)		(257	)		(242	)		(45	)		(129	)
Net income attributable to UHS – basic and diluted	$	141,164		$	151,796		$	532,437		$	527,959		$	261,789		$	162,986

Weighted average number of common shares - basic		95,246			97,118			96,026			97,278			67,204			70,535
Net effect of dilutive stock options and grants based on the treasury stock method		731			1,203			771			1,257			1,278			952
Weighted average number of common shares and equivalents - diluted		95,977			98,321			96,797			98,535			68,482			71,487
Earnings per basic share attributable to UHS:	$	1.48		$	1.56		$	5.54		$	5.43		$	3.90		$	2.31
Earnings per diluted share attributable to UHS:	$	1.47		$	1.54		$	5.50		$	5.36		$	3.82		$	2.28

The “Net effect of dilutive stock options and grants based on the treasury stock method”, for all periods presented above, excludes certain outstanding stock options applicable to each period since the effect would have been anti-dilutive. The excluded

weighted-average stock options totaled ~~5.6 million for the nine months ended September 30, 2017. The excluded weighted-average stock options totaled 8.0~~1.3 million for the three months ended ~~September 30, 2017. The excluded weighted-average stock options totaled 2.0~~March 31, 2024 and 5.1 million for ~~the nine months ended September 30, 2016. There were no significant anti-dilutive stock options during~~ the three months ended ~~September 30, 2016.~~March 31, 2023. All classes of our common stock have the same dividend rights.

Stock-Based Compensation:

During the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, compensation cost of $13.1 million and $11.1 million, respectively, was recognized related to outstanding stock options. During the nine-month periods ended September 30, 2017 and 2016,~~2023, pre-tax compensation costs of ~~$41.0~~$14.4 million and ~~$34.7~~$16.2 million, respectively, was recognized related to outstanding stock options. In addition, during the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, pre-tax compensation cost of approximately ~~$432,000 (net of~~

~~cancellations)~~$5.1 million and $390,000, respectively, was recognized related to restricted stock. During the nine-month periods ended September 30, 2017 and 2016, compensation cost of approximately $1.0 million (net of cancellations) and $1.0$4.5 million, respectively, was recognized related to restricted ~~stock.~~stock awards, restricted stock units and performance based restricted stock units. As of ~~September 30, 2017~~March 31, 2024 there was ~~$112.0~~approximately $236.3 million of unrecognized compensation cost related to unvested options, ~~and~~ restricted stock awards, restricted stock units and performance based restricted stock units which is expected to be recognized over the remaining weighted average vesting period of ~~2.8~~2.9 years. There were ~~2,992,725~~3,000 stock options granted ~~(net of cancellations)~~ during the first ~~nine~~three months of ~~2017~~2024 under the 2020 Stock Incentive Plan with a weighted-average grant date fair value of ~~$27.05~~$44.58 per ~~share.~~option. There were ~~20,557 shares~~an aggregate of 545,810restricted ~~shares~~units granted during the first ~~nine~~three months of ~~2017~~2024 under the 2020 Stock Incentive Plan, including 63,362 performance based restricted stock units, with a weighted-average grant date fair value of ~~$121.41~~$180.77 per share.

The expense associated with ~~share-based~~stock-based compensation arrangements is a non-cash charge. In the ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Cash Flows, share-based~~cash flows, stock-based compensation expense is an adjustment to reconcile net income to cash provided by operating activities and aggregated to ~~$42.8~~$19.6 million and ~~$36.4~~$21.0 million during the ~~nine-month~~three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, respectively.

~~(8)~~(9) Dispositions and acquisitions ~~and purchase of third-party ownership interests~~

~~Nine-month~~Three-month period ended ~~September 30, 2017:~~March 31 2024:

Acquisitions:

During the first ~~nine~~three months of ~~2017, we paid approximately $20 million to acquire various property assets.~~ 2024, there were no acquisitions.

~~Nine-month period ended September 30, 2016:~~Divestitures:

~~Acquisitions:~~

During the first ~~nine~~three months of ~~2016,~~2024, we ~~paid approximately $136~~received $5 million ~~to acquire: (i) a 25-bed facility located in Pahrump, Nevada (acquired during~~from the ~~third quarter); (ii) an office building located in Pennsylvania (acquired during~~sales of assets and businesses.

Three-month period ended March 31, 2023:

Acquisitions:

During the ~~third quarter) and; (iii) various other businesses~~first three months of 2023, there were no acquisitions.

Divestitures:

During the first three months of 2023, we received $9 million from the sales of assets and ~~property assets.~~businesses.

In addition, during the second quarter of 2016, we paid $445 million in connection with the purchase of the minority ownership interests held by a third-party in our six acute care hospitals located in the Las Vegas, Nevada market which includes both the purchase price ($418 million) and return of reserve capital ($27 million). The ownership interests purchased, which range from 26.1% to 27.5%, relate to Centennial Hills Hospital Medical Center, Desert Springs Hospital, Henderson Hospital, Spring Valley Hospital Medical Center, Summerlin Hospital Medical Center and Valley Hospital Medical Center.(10) Dividends

~~(9) Dividends~~

We declared and paid dividends of ~~$9.5~~$13.6 million, or ~~$.10~~$.20 per share, during the ~~third~~first quarter of ~~2017~~2024 and ~~$9.7~~$14.2 million, or ~~$.10~~$.20 per share, during the ~~third~~first quarter of ~~2016. We declared~~2023. Included in the amounts above were dividend equivalents applicable to unvested restricted stock units which were accrued during 2024 and 2023 and will be, or were, paid ~~dividends~~upon vesting of ~~$28.8 million~~the restricted stock unit.

(11) Income Taxes

Our effective income tax rates were 20.9% and ~~$29.2 million~~24.2% during the ~~nine-month~~three-month periods ended ~~September 30, 2017~~March 31, 2024, and ~~2016,~~2023, respectively. The decrease in our effective tax rate during the three months ended March 31, 2024, compared with the same period in 2023, was primarily due to an $8 million decrease in our provision for income taxes attributable to employee share-based payments and an increase in net income attributable to noncontrolling interests during the first quarter of 2024 as compared to the first quarter of 2023.

~~(10) Income Taxes~~

As of January 1, ~~2017,~~2024, our unrecognized tax benefits were approximately $1$2 million. The amount, if recognized, that would favorably affect the effective tax rate is approximately $1$2 million. During the ~~quarter~~three months ended ~~September 30, 2017,~~March 31, 2024, changes to the estimated liabilities for uncertain tax positions (including accrued interest) relating to tax positions taken during prior and current periods did not have a material impact on our financial statements.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of ~~September 30, 2017,~~March 31, 2024, we have less than $1$1 million of accrued interest and penalties. The U.S. federal statute of limitations remains open for ~~2013~~2020 and subsequent years. Foreign and U.S. state and local jurisdictions have statutes of limitations generally ranging from 3 to 4 ~~years.~~years. The statute of limitations on certain jurisdictions could expire within the next twelve ~~months.~~months. It is reasonably possible that the amount of uncertain tax benefits will change during the next 12 months, however, it is anticipated that any such change, if it were to occur, would not have a material impact on our results of operations.

Our provision for income taxes for the quarter and nine months ended September 30, 2017 included tax benefits of approximately $1 million and $9 million, respectively, related to the adoption of ASU 2016-09, which changes how companies account for certain aspects of share-based payments to employees. Under ASU 2016-09, we no longer record excess tax benefits (when the deductible amount related to the settlement of employee equity awards for tax purposes exceeds the cumulative compensation cost recognized for financial reporting purposes) in equity. Instead, we recognize these tax benefits (and deficiencies, if applicable) as a component of our tax provision. This reporting change is applied prospectively and prior period amounts are not restated (the excess tax benefit for the quarter and nine months ending September 30, 2016, related to the settlement of employee equity awards, were $1 million and $36 million, respectively, and were recorded in equity). ASU 2016-09 requires companies to present excess tax benefits as an operating activity on the Condensed Consolidated Statement of Cash Flows rather than as a financing activity, as previously required. We have elected to apply the change to the Condensed Consolidated Statement of Cash Flows on a modified retrospective basis resulting in a

~~reclassification of the 2016 excess income tax benefits related to stock-based compensation from financing activities to operating activities.~~

We operate in multiple jurisdictions with varying tax laws. We are subject to audits by any of these taxing authorities. ~~Our tax returns have been examined by the Internal Revenue Service (“IRS”) through the year ended December 31, 2006.~~ We believe that adequate accruals have been provided for federal, foreign and state taxes.

(12) Revenue

~~(11) Recent Accounting Standards~~

In August, 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which adds or clarifies guidance of the classification of certain cash receipts and payments in the statement of cash flows with the intent to alleviate diversity in practice for classifying various types of cash flows. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. We ~~are currently evaluating the impact of this ASU on our statement of cash flows.~~

In March, 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which amends the accounting for employee share-based payment transactions to require recognition of the tax effects resulting from the settlement of stock-based awards as income tax expense or benefit in the income statement in the reporting period in which they occur. We have adopted this new standard, which is effective for annual reporting periods beginning after December 15, 2016, as of January 1, 2017. The impact of ASU 2016-09 to date is explained above in ~~Note 10-Income Taxes.~~ Since the impact of ASU 2016-09 on our future Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flows is dependent upon the timing of stock option exercises, and the market price of our stock at the time of exercise, we are unable to estimate the impact this adoption will have on our future financial statements.

In May 2014 and March 2016, the FASB issued ASU 2014-09 and ASU 2016-08, “Revenue from Contracts with Customers (Topic 606)” and “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, respectively, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when ~~it transfers~~we transfer promised goods or services to customers in an amount that reflects the consideration to which ~~the company expects~~we expect to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. The FASB updated the new revenue standard by clarifying the principal versus agent implementation guidance, but does not change the core principle of the new standard. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016; however, in July 2015, the FASB approved a one-year deferral of this standard, with a new effective date for fiscal years beginning after December 15, 2017. We are currently in the process of assessing and analyzing the various sources of revenue and plan to use a portfolio approach as a practical expedient to account for patient contracts. We have a team in place to lead the implementation of the new standard, including the evaluation of our systems and internal controls to ensure adequacy of data and information needed for adoption, as well as assessing the potential impact of the new standard on various reimbursement programs in which our hospitals participate. The team, consisting of representatives across the organization is progressing towards the completion of their evaluation, and will begin drafting required disclosures and updates to our policies and practices in the fourth quarter. We are planning to adopt the standard using the modified retrospective approach. We anticipate the most significant change will be how the estimate for the allowance for doubtful accounts will be recognized under the new standards. Under the current standards, our estimate for amounts not expected to be collected based upon our historical experience have been included within net revenue. Under the new standards, ourOur estimate for amounts not expected to be collected based on historical experience will continue to be recognized as a reduction to net revenue. However, subsequent changes in estimate of collectability due to a change in the financial status of a ~~payor,~~payer, for example a bankruptcy, will be recognized as bad debt expense in operating charges.

The performance obligation is separately identifiable from other promises in the customer contract. As the performance obligations are met (i.e.: room, board, ancillary services, level of care), revenue is recognized based upon allocated transaction price.The transaction price is allocated to separate performance obligations based upon the relative standalone selling price. In instances where we determine there are multiple performance obligations across multiple months, the transaction price will be allocated by applying an estimated implicit and explicit rate to gross charges based on the separate performance obligations.

In assessing collectability, we have elected the portfolio approach. This portfolio approach is being used as we have large volume of similar contracts with similar classes of customers. We ~~will continue to evaluate the impact~~reasonably expect that the ~~adoption~~effect of ~~this ASU~~applying a portfolio approach to a group of contracts would not differ materially from considering each contract separately. Management’s judgment to group the contracts by portfolio is based on the payment behavior expected in each portfolio category. As a result, aggregating all of the contracts (which are at the patient level) by the particular payer or group of payers, will result in the recognition of the same amount of revenue as applying the analysis at the individual patient level.

We group our revenues into categories based on payment behaviors. Each component has its own reimbursement structure which allows us to disaggregate the revenue into categories that share the nature and timing of payments. The other patient revenue consists primarily of self-pay, government-funded non-Medicaid, and other.

The following table disaggregates our revenue by major source for the three-month periods ended March 31, 2024 and 2023 (in thousands):


	For the three months ended March 31, 2024
	Acute Care				Behavioral Health				Other		Total
Medicare	$	349,087	16	%	$	76,816	5	%			$	425,903	11	%
Managed Medicare		373,401	17	%		96,074	6	%				469,475	12	%
Medicaid		234,862	11	%		248,363	15	%				483,225	13	%
Managed Medicaid		159,359	7	%		423,308	26	%				582,667	15	%
Managed Care (HMO and PPOs)		698,785	32	%		404,173	24	%				1,102,958	29	%
UK Revenue		0	0	%		207,796	13	%				207,796	5	%
Other patient revenue and adjustments, net		123,333	6	%		144,131	9	%				267,464	7	%
Other non-patient revenue		246,254	11	%		55,406	3	%		2,434		304,094	8	%
Total Net Revenue	$	2,185,081	100	%	$	1,656,067	100	%	$	2,434	$	3,843,582	100	%

	For the three months ended March 31, 2023
	Acute Care				Behavioral Health				Other		Total
Medicare	$	329,446	17	%	$	76,544	5	%			$	405,990	12	%
Managed Medicare		344,032	17	%		75,077	5	%				419,109	12	%
Medicaid		110,009	6	%		206,473	14	%				316,482	9	%
Managed Medicaid		192,298	10	%		398,951	27	%				591,249	17	%
Managed Care (HMO and PPOs)		654,795	33	%		391,297	26	%				1,046,092	30	%
UK Revenue		0	0	%		167,789	11	%				167,789	5	%
Other patient revenue and adjustments, net		120,957	6	%		121,677	8	%				242,634	7	%
Other non-patient revenue		221,995	11	%		52,681	4	%		3,497		278,173	8	%
Total Net Revenue	$	1,973,532	100	%	$	1,490,489	100	%	$	3,497	$	3,467,518	100	%

(13) Lease Accounting

Our operating leases are primarily for real estate, including certain acute care facilities, off-campus outpatient facilities, medical office buildings, and corporate and other administrative offices. Our real estate lease agreements typically have initial terms of five to ten years. These real estate leases may ~~have on~~include one or more options to renew, with renewals that can extend the lease term from five to

ten years. The exercise of lease renewal options is at our ~~consolidated financial statements~~sole discretion. When determining the lease term, we included options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Five of our hospital facilities are held under operating leases with Universal Health Realty Income Trust with two leases expiring in 2026, two expiring in 2033 and one expiring in 2040 (see Note 2 for additional disclosure). We are also the lessee of the real property of certain facilities from unrelated third parties.

Supplemental cash flow information related ~~disclosures.~~to leases for the three-month period ended March 31, 2024 and 2023 are as follows (in thousands):


	Three months ended March 31,
	2024		2023

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	32,518	$	32,043
Operating cash flows from finance leases	$	932	$	967
Financing cash flows from finance leases	$	958	$	882

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	8,983	$	24,256

(14) Recent Accounting Standards

In ~~February, 2016,~~November 2023, the FASB issued ASU ~~2016-02, “Leases~~2023-07, “Improvements to Reportable Segment Disclosures (Topic ~~842): Amendments~~280)”. ASU 2023-07 modifies reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses categorized as significant or regularly provided to the ~~FASB Accounting Standards Codification (“Update 2016-02”)~~, Chief Operating Decision Maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which ~~requires~~ an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements. The purpose of the amendments is to ~~recognize lease assets~~enable investors to better understand an entity’s overall performance and ~~lease liabilities on the balance sheet and to disclose key qualitative and quantitative information about the entity’s leasing arrangements.~~assess potential future cash flows. This ~~update~~ASU is effective for annual ~~reporting~~ periods beginning after December 15, ~~2018~~2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted. A modified retrospective approach is required. Upon adoption of this new standard, we will recognize significant right of use assets and lease obligation liabilities on the consolidated balance sheet as a result of our operating lease obligations. Operating lease expense will still be recognized on a straight-line basis over the remaining life of the lease within lease and rental expense in the consolidated statements of income. We are currently evaluating the ~~effect that ASU 2016-02~~impact this new standard will have on ~~our~~the related disclosures in the consolidated financial statements, ~~and related disclosures.~~but do not believe there will be a material impact.

In ~~January, 2017,~~December 2023, the FASB issued ASU ~~No. 2017-04, “Intangibles-Goodwill~~2023-09, “Improvements to Income Tax Disclosures (Topic 740)”. ASU 2023-09 requires enhanced disclosures on income taxes paid, adds disaggregation of continuing operations before income taxes between foreign and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment” (“ASU 2017-04”), which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effectivedomestic earnings and defines specific categories for the ~~annual and interim periods beginning January 1, 2020 with early adoption permitted, and applied prospectively. We do not expect~~reconciliation of jurisdictional tax rate to effective tax rate. This ASU ~~2017-04 to have a material impact on our financial statements.~~

In January, 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) - Clarifying the Definition of a Business” to clarify the definition of a business in order to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, ~~2017, including interim periods within those fiscal years. Early adoption is permitted. The future impact of ASU 2017-01 will~~2024, and can be ~~dependent upon the nature of future acquisitions or dispositions made by us, if any.~~

In August, 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities", which amends the accounting and presentation of certain hedging activities outlined in ASC 815 and is intended to more accurately present economic results of hedging activities. This update is effective for annual reporting periods beginning after December 15, 2018 with early adoption permitted. The adoption is required prospectively withapplied on a ~~cumulative-effect adjustment.~~prospective basis. We are currently evaluating the impact of this ~~ASU~~new standard will have on ~~our~~the related disclosures in the consolidated financial statements.

From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by the Company as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. The Company has assessed the recently issued guidance that is not yet effective and ~~unless otherwise indicated above,~~ believes the new guidance will not have a material impact on our results of operations, cash flows or financial position.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

~~Our principal business is owning and operating, through our subsidiaries, acute care hospitals and outpatient facilities and behavioral health care facilities.~~

As of ~~September 30, 2017,~~March 31, 2024, we owned and/or operated ~~324~~360 inpatient facilities and 3347 outpatient and other facilities, including the following, located in 3739 states, Washington, D.C., the United Kingdom and Puerto ~~Rico and the U.S. Virgin Islands:~~Rico:

Acute care facilities located in the U.S.:

•

2627 inpatient acute care hospitals;

•

427 free-standing emergency departments, and;

•

49 outpatient ~~surgery/cancer care~~ centers & 1 surgical hospital.

Behavioral health care facilities ~~(298~~(333 inpatient facilities and 2410 outpatient facilities):

Located in the U.S.:

•

~~189~~186 inpatient behavioral health care facilities, and;

•

208 outpatient behavioral health care facilities.

Located in the U.K.:

•

~~105~~144 inpatient behavioral health care facilities, and;

•

2 outpatient behavioral health care facilities.

Located in Puerto ~~Rico and the U.S. Virgin Islands:~~Rico:

•

43 inpatient behavioral health care ~~facilities, and;~~

~~2 outpatient behavioral health care facility.~~

facilities.

In late December, 2016, we completed the acquisition of Cambian Group, PLC’s adult services’ division (the “Cambian Adult Services”) for a total purchase price of approximately $473 million. The Cambian Adult Services division consists of 79 inpatient and 2 outpatient behavioral health facilities located in the U.K. The Competition and Markets Authority (“CMA”) in the U.K. reviewed our acquisition of the Cambian Adult Services. In April, 2017, the CMA notified us that they identified potential competition concerns in certain markets and announced its decision to refer our acquisition of Cambian Group, PLC’s Adult Services division for a Phase 2 investigation. In October, 2017, the CMA provided the final ruling regarding the Phase 2 investigation requiring us to divest one 18-bed facility which generates less than $1 million of annual income before income taxes. The final ruling represents a reduction in the number of divestment sites identified in the Phase 1 decision.

~~As a percentage of our consolidated net revenues, net~~Net revenues from our acute care hospitals, outpatient facilities and commercial health insurer accounted for ~~52%~~57% of our consolidated net revenues during each of the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, and 52% during each of the nine-month periods ended September 30, 2017 and 2016.~~2023. Net revenues from our behavioral health care facilities and commercial health insurer accounted for ~~48%~~43% of our consolidated net revenues during each of the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, and 47% and 48% during the nine-month periods ended September 30, 2017 and 2016, respectively.~~ 2023.

Our behavioral health care facilities located in the U.K. generated net revenues ~~amounting to~~of approximately ~~$111~~$208 million and ~~$60~~$168 million ~~for~~during the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively,~~2023, respectively. Total assets at our U.K. behavioral health care facilities were approximately $1.336 billion as of March 31, 2024 and ~~approximately $317 million and $185 million for the nine-month periods ended September 30, 2017 and 2016, respectively.~~$1.327 billion as of December 31, 2023.

Services provided by our hospitals include general and specialty surgery, internal medicine, obstetrics, emergency room care, radiology, oncology, diagnostic care, coronary care, pediatric services, pharmacy services and/or behavioral health services. We provide capital resources as well as a variety of management services to our facilities, including central purchasing, information services, finance and control systems, facilities planning, physician recruitment services, administrative personnel management, marketing and public relations.

Forward-Looking Statements and Risk Factors

You should carefully review the information contained in this Quarterly Report and should particularly consider any risk factors that we set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, this Quarterly Report and in other reports or documents that we file from time to time with the Securities and Exchange Commission (the “SEC”). In this Quarterly Report, we state our beliefs of future events and of our future financial performance. This Quarterly Report contains “forward-looking statements” that reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning our possible future results of operations, business and growth strategies, financing plans, expectations that regulatory

developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions, and statements of our goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, as well as statements in future tense, identify forward-looking statements. In evaluating those statements, you should specifically consider various factors, including the risks related to healthcare industry trends and those ~~detailed in our filings with the SEC including those~~ set forth herein in Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Forward Looking Statements and Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2016 in~~ ~~Item 1A Risk Factors~~2023 and in Item 72. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations – Forward~~Operations-Forward Looking Statements and Risk Factors,.asincluded herein. Those factors may cause our actual results to differ materially from any of our forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or our good faith belief with respect to future events, and is subject to risks and uncertainties that are difficult to predict and many of which are outside of our control. Many factors, including those set forth herein in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023,and other important factors disclosed in this Quarterly Report, and from time to time in our other filings with the SEC, could cause actual performance or results to differ materially from those expressed in the statements. Such factors include, among other things, the following:

•

in our acute care segment, we have experienced a significant increase in hospital based physician related expenses, especially in the areas of emergency room care and anesthesiology. 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;

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the healthcare industry is labor intensive and salaries, wages and benefits are subject to inflationary pressures, as are supplies expense and other operating expenses. 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 the past, the staffing shortage has, 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. At certain facilities, particularly within our behavioral health care segment, there have been occasions when we were unable to fill all vacant positions and, consequently, we were required to limit patient volumes. The staffing shortage has required us to enhance wages and benefits to recruit and retain nurses and other clinical staff and support personnel or required us to hire expensive temporary personnel. We have also experienced general inflationary cost increases related to 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 in prior years, moderated to a certain degree more recently;

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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 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. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, our expenses could increase faster than anticipated and we may utilize our capital resources sooner than expected. 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. In addition, although we have been requesting and negotiating increased rates from commercial payers to defray our increased cost of providing patient care, commercial payers may be unwilling or unable to increase reimbursement rates commensurate with the inflationary impacts on our costs;

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the rapid increase in interest rates 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. As such, the effects of inflation and increased borrowing rates may adversely impact our results of operations, financial condition and cash flows;

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President Biden signed into law fiscal year 2024 appropriations to federal agencies for continuing projects and activities through September 30, 2024. 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;  

•

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 COVID-19. 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;

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our ability to comply with the existing laws and government regulations, and/or changes in laws and government regulations;

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an increasing number of legislative initiatives have been passed into law that may result in major changes in the health care delivery system on a national or state level. ~~No assurances can be given~~For example, Congress has reduced to $0 the penalty for failing to maintain health coverage that was part of the ~~implementation of these laws will not have a material adverse effect on our business, financial condition or results of operations;~~

~~in March, 2010, the Health Care and Education Reconciliation Act of 2010 and the~~original Patient Protection and Affordable Care Act, ~~(the “ACA”~~as amended by the Health and Education Reconciliation Act (collectively, the "Legislation") ~~were enacted into law~~as part of the Tax Cuts and ~~created significant changes~~Jobs Act. 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. To date, the Biden administration has issued executive orders implementing a special enrollment period permitting individuals to enroll in health plans outside of the annual open enrollment period and reexamining policies that may undermine the Legislation or the Medicaid program. The Inflation Reduction Act of 2022 (“IRA”) was passed on August 16, 2022, which among other things, allows for 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, is anticipated to increase exchange enrollment. However, if the subsidies are not extended beyond 2025, exchange enrollment may be adversely impacted;

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there have been numerous political and legal efforts to expand, repeal, replace or modify the Legislation, since its enactment, some of which have been successful, in part, in modifying the Legislation, as well as court challenges to the constitutionality of the Legislation. The U.S. Supreme Court held in California v. Texas that the plaintiffs lacked standing to challenge the Legislation’s requirement to obtain minimum essential health insurance coverage, or the individual mandate. The Court dismissed the case without specifically ruling on the constitutionality of the Legislation. As a result, the Legislation will continue to remain law, in its entirety, likely for the foreseeable future. On September 7, 2022, the Legislation faced its most recent challenge when a Texas Federal District Court judge, in the case of Braidwood Management v. Becerra, ruled that a requirement that certain health plans cover services without cost sharing violates the Appointments Clause of the U.S. ~~citizens as well as material revisions~~Constitution and that the coverage of certain HIV prevention medication violates the Religious Freedom Restoration Act. The government has appealed the decision to the ~~federal Medicare~~U.S. Circuit Court of Appeals for the Fifth Circuit. Any future efforts to challenge, replace or replace the Legislation or expand or substantially amend its provision is unknown. See below in Sources of Revenues and ~~state Medicaid programs.~~Health Care Reform for additional disclosure;

•

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;

•

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. The ~~two combined primary goals~~CAA addresses surprise medical bills stemming from emergency services, out-of-network ancillary providers at in-network facilities, and air ambulance carriers. The 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. In these circumstances providers are prohibited from billing the patient for any amounts that exceed in-network cost-sharing requirements. HHS, the Department of ~~these acts are~~Labor and the Department of the Treasury have issued interim final rules, which begin to ~~provide~~implement the legislation. The rules have limited the ability of our hospital-based physicians to receive payments for ~~increased access to coverage for healthcare~~services at usually higher out-of-network rates in certain circumstances, and, to reduce healthcare-related expenses. Medicare, Medicaid and other health care industry changes are scheduled to be implemented at various times during this decade. Initiatives to repeal the ACA, in whole or in part, to delay elements of implementation or funding, and to offer amendments or supplements to modify its provisions, have been persistent and may increase as a result, have caused us to increase subsidies to these physicians or to replace their services at a higher cost level. On February 28, 2022, a district judge in the Eastern District of the 2016 election. The ultimate outcomes of legislative attempts to repeal or amend the ACA and legal challenges to the ACA are unknown. Recent Congressional and Presidential election results created a political environment in which there have been repeated attempts to repeal or replace substantialTexas invalidated portions of the ~~ACA;~~

•

in May, 2017, the U.S. House of Representatives voted to adopt legislation (the “AHCA”) to replace portions of the ACA. The legislation featured provisions that would have, in material part (i) eliminated the individual and large employer mandates to obtain or provide health insurance coverage, respectively; (ii) permitted insurers to impose a surcharge up to 30 percent on individuals who go uninsured for more than two months and then purchase coverage; (iii) provided tax credits towards the purchase of health insurance, with a phase-out of tax credits according to income level; (iv) expanded health savings accounts; (v) imposed a per capita cap on federal funding of state Medicaid programs, or, if elected by a state, transitioned federal funding to a block grant; and (vi) permitted states to seek a waiver of certain federal requirements that would have allowed such states to define essential health benefits differently from federal standards and that would allow certain commercial health plans to take health status, including pre-existing conditions, into account in setting premiums. Between June and September, 2017, the U.S. Senate evaluated various forms of proposed legislation substantially similar to the AHCA. The most recently evaluated healthcare bill would have provided block grants to state to use for health care, repealed the expansion of Medicaid under the ACA, and eliminated the tax credits that assist people purchasing insurance on the ACA exchanges. As of the date of this report, the U.S. Senate has not passed any of the various proposed amended forms of healthcare legislation. It is uncertain when or if any other bills similar to the AHCA or other bills amending or repealing all or portions of the ACA will be enacted. Effective September 30, 2017, the U.S. Senate lost the ability to adopt healthcare legislation by simple majority under reconciliation without another vote approving that process. However, Congress may seek to include legislative provisions similar to those adopted in the AHCA and as otherwise described herein in the fiscal year 2018 budget resolution or other omnibus legislation.

on October 11, 2017, President Trump signed an executive order directing the formation of association health plans that would be exempt from certain ACA requirements such as the essential health benefits mandate. The executive order also: (i) provides for expanded access to short-term health plans that are limited under the ACA; (ii) seeks to expand how workers use employer-funded accounts to purchase their own policies, and; (iii) calls for an analysis of ways to limit consolidation within the insurance and health care industries;

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additionally, on October 12, 2017, President Trump announced that ACA cost-sharing reduction payments will no longer be made to insurers. Cost sharing reduction payments help offset deductibles and other out-of-pocket expenses for exchange health insurance coverage for approximately seven million individuals earning up to 250 percent of the federal

poverty level. The Congressional Budget Office previously reported that if cost sharing reduction payments were to end, premiums for silver-level plans would increase by 20% in 2018. Eighteen states and the District of Columbia filed suit in the U.S. District Court for the Northern District of California challenging the Administration’s action and asking the court to issue a preliminary injunction, which was subsequently denied by the court, mandating that the Administration continue to make cost sharing reduction payments. The Senate Committee on Health, Education, Labor, and Pensions announced a bipartisan proposal intended to continue cost sharing reduction payments, but no such legislation has been passed to date.

~~there can be no assurance that if the any~~rule governing aspects of the ~~announced or proposed changes described above are implemented there will not be negative financial impact~~Independent Dispute Resolution (“IDR”) process. In light of this decision, the government issued a final rule on ~~our hospitals, which material effects may include~~August 19, 2022 eliminating the rebuttable presumption in favor of the qualifying payment amount (“QPA”) by the IDR entity and providing additional factors the IDR entity should consider when choosing between two competing offers. On September 22, 2022, the Texas Medical Association filed a ~~potential decrease~~lawsuit challenging the IDR process provided in the ~~market~~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 health care services or a decrease in our hospitals’ ability to receive reimbursement for health care services provided which could result in a material adverse effect on our financial condition and results of operations;

the Fifth Circuit;

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possible unfavorable changes in the levels and terms of reimbursement for our charges by third party ~~payors~~payers or government based ~~payors,~~payers, including Medicare or Medicaid in the United States, and government based ~~payors~~payers in the United Kingdom;

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our ability to enter into managed care provider agreements on acceptable terms and the ability of our competitors to do the ~~same, including contracts with United/Sierra Healthcare in Las Vegas, Nevada;~~

same;

•

the outcome of known and unknown litigation, government investigations, inquiries, false ~~claim~~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 March 28, 2024, jury verdict (of compensatory damages of $60 million and punitive damages of $475 million) returned against The Pavilion Behavioral Health System (the “Pavilion”), an indirect subsidiary of the Company, as disclosed in~~Item 1.~~ Note 6 to the Consolidated Financial Statements - Commitments and Contingencies, Legal ~~Proceedings;~~

Proceedings. We are uncertain as to the ultimate financial exposure related to the Pavilion matter (which relates to an occurrence in 2020) and we can make no assurances regarding its outcome, or the amount of damages that may be ultimately held recoverable after post-judgment proceedings and appeal. While the Pavilion has general and professional liability insurance to cover a portion of these amounts, the resolution of this matter may have a material adverse effect on the Company. As of March 31, 2024, without reduction for any potential amounts related to the above-mentioned Pavilion matter, 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 occurrence for professional liability claims and $3 million per occurrence for general liability claims). In the event the resolution of the Pavilion matter 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 matter causes the posting of a large bond or other collateral during an appeal process, our future results of operations and capital resources could be materially adversely impacted;

•

~~the potential unfavorable impact on our business of deterioration in national, regional and local economic and business conditions, including a worsening of unfavorable credit market conditions;~~

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. If successful, future cyberattacks could have a material adverse effect on our business. Any costs that we incur as a result of a data security incident or breach, including costs to update our security protocols to mitigate such an incident or breach could be significant. Any breach or failure in our operational security systems, or any third-party security systems that we rely on, can result in loss of data or an unauthorized disclosure of or access to sensitive or confidential member or protected personal or health information and could result in violations of applicable privacy and other laws, significant penalties or fines, litigation, loss of customers, significant damage to our reputation and business, and other liability or losses. We may also incur additional costs related to cybersecurity risk management and remediation. 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 ~~recent~~ acquisitions since failure to achieve expected acquisition benefits from certain of our prior or future acquisitions could result in impairment charges for goodwill and ~~the availability of suitable acquisitions and divestiture opportunities;~~

purchased intangibles;

•

the impact of severe weather conditions, including the effects of ~~Hurricanes Harvey, Irma~~hurricanes and ~~Maria;~~

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~~county-based programs, including Medicaid in all the states in which we ~~operate (we~~operate. We receive annual Medicaid revenues ~~in excess~~ of approximately $100 million, ~~annually~~or greater, from each of Texas, Nevada, California, ~~Nevada,~~Illinois, Pennsylvania, Kentucky, Washington, D.C., ~~Pennsylvania, Illinois~~Massachusetts, Florida, Mississippi and ~~Massachusetts); CMS-approved Medicaid supplemental programs in certain states including Texas, Mississippi, Illinois, Oklahoma, Nevada, Arkansas, California and Indiana, and; state~~Virginia. We also receive Medicaid disproportionate share hospital ("DSH") payments in certain states including, ~~Texas and South Carolina.~~most significantly, Texas. We are therefore particularly sensitive to potential reductions in Medicaid and other ~~state based~~state-based revenue programs as well as regulatory, economic, environmental and competitive changes in those states. We can provide no assurance that reductions to revenues earned pursuant to these programs, particularly in the above-mentioned states, will not have a material adverse effect on our future results of operations;

states;

•

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 ~~payors~~payers and there can be no assurance that failure of the ~~payors~~payers to remit amounts due to us will not have a material adverse effect on our future results of operations;

•

~~in August, 2011,~~ •

the Budget Control Act of 2011 (the “2011 Act”) ~~was enacted into law. The 2011 Act~~ imposed annual spending limits for most federal agencies and programs aimed at reducing budget deficits by $917 billion between 2012 and 2021, according to a report released by the Congressional Budget Office. Among its other provisions, the law established a bipartisan Congressional committee, known as the Joint Select Committee on Deficit Reduction (the “Joint Committee”), which was tasked with making recommendations aimed at reducing future federal budget deficits by an additional $1.5 trillion over 10 years. The Joint Committee was unable to reach an agreement by the November 23, 2011 deadline and, as a result, across-the-board cuts to discretionary, national defense and Medicare spending were implemented on March 1, 2013 resulting in Medicare payment reductions of up to 2% per fiscal year (annual reduction of approximately $36 million to our Medicare net revenues) with a uniform percentage reduction across all Medicare programs. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, continued the 2% reductions to Medicare reimbursement imposed under the 2011 Act. We cannot predict whether Congress will restructure the implemented Medicare payment reductions or what other federal budget deficit reduction initiatives may be proposed by Congress going forward;

in November, 2017, the Tax Cuts and Jobs Act was introduced in the U.S. House of Representatives which, if enacted, would make significant changes to income taxation of individuals, corporations and estates. The proposed corporate income tax changes include a reduction in the corporate tax rate, a limitation on the deductibility of net interest expense, limitation on the deductibility and other treatment of certain employee compensation and a provision to allow for current expensing of certain capital expenditures. At this time, we are unable to reach an agreement by the November 23, 2011 deadline and, as a result, across-the-board cuts to discretionary, national defense and Medicare spending were implemented on March 1, 2013 resulting in Medicare payment reductions of up to 2% per fiscal year with a uniform percentage reduction across all Medicare programs. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, continued the 2% reductions to Medicare reimbursement imposed under the 2011 Act. 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. The most recent legislation extended these reductions through 2032. We cannot predict whether ~~any of these~~Congress will restructure the implemented Medicare payment reductions or what other federal budget deficit reduction initiatives may be proposed ~~corporate tax changes will be enacted or, if enacted, whether they will have a material adverse impact on our financial condition and results of operations;~~

by Congress going forward;

•

uninsured and self-pay patients treated at our acute care facilities unfavorably impact our ability to satisfactorily and timely collect our self-pay patient accounts;

•

changes in our business strategies or development plans;

•

we have exposure to fluctuations in foreign currency exchange rates, primarily the ~~value~~pound sterling. We have international subsidiaries that operate in the United Kingdom. We routinely hedge our exposures to foreign currencies with certain financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations, but these hedges may be inadequate to protect us from currency exchange rate fluctuations. To the extent that these hedges are inadequate, our ~~common stock, and;~~

reported financial results or the way we conduct our business could be adversely affected. Furthermore, if a financial counterparty to our hedges experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material financial losses;

•

the impact of a shift of care from inpatient to lower cost outpatient settings and controls designed to reduce inpatient services on our revenue, and;

•

other factors referenced herein or in our other filings with the Securities and Exchange Commission.

Given these uncertainties, risks and assumptions, as outlined above, you are cautioned not to place undue reliance on such forward-looking statements. Our actual results and financial condition could differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements speak only as of the date the statements are made. We assume no obligation to publicly update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except as may be required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Critical Accounting Policies and Estimates

~~The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us~~There have been no significant changes to ~~make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We consider~~ our critical accounting policies ~~to be~~or estimates from those ~~that require us to make significant judgments and estimates when we prepare~~disclosed in our ~~consolidated financial statements.~~2023 Annual Report on Form 10-K.

Recent Accounting Standards: For a summary of ~~our significant~~ accounting ~~policies,~~standards, please see Note 114 to the Condensed Consolidated Financial Statements, as included herein.

Results of Operations

Clinical Staffing, Physician Related Expenses and Effects of Inflation:

The healthcare industry is labor intensive and salaries, wages and benefits are subject to inflationary pressures, as are supplies expense and other operating expenses. 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 some areas, the labor scarcity has strained our ~~Annual Report~~resources and staff, which has required us to utilize higher‑cost temporary labor and pay premiums above standard compensation for essential workers. In the past, the staffing shortage has, 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. At certain facilities, particularly within our behavioral health care segment, there have been occasions when we were unable to fill all

vacant positions and, consequently, we were required to limit patient volumes. The staffing shortage has required us to enhance wages and benefits to recruit and retain nurses and other clinical staff and support personnel or required us to hire expensive temporary personnel. We have also experienced general inflationary cost increases related to medical supplies as well as certain of our other operating expenses. Many of these factors, which had a material unfavorable impact on ~~Form 10-K~~our results of operations in prior years, moderated to a certain degree more recently.

In our acute care segment, we have experienced a significant increase in hospital-based physician related expenses, especially in the areas of emergency room care and anesthesiology. 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 ~~year ended December 31, 2016.~~foreseeable future.

~~Revenue recognition:~~ ~~We record revenues and related receivables for health care services at the time the services are provided.~~Although our ability to pass on increased costs associated with providing healthcare to Medicare and Medicaid ~~revenues represented 31%~~patients is limited due to various federal, state and ~~32%~~local laws which, in certain circumstances, limit our ability to increase prices, we have been requesting and negotiating increased rates from commercial insurers to defray our increased cost of providing patient care. In addition, we have implemented various productivity enhancement programs and cost reduction initiatives including, but not limited to, the following: team-based patient care initiatives designed to optimize the level of patient care services provided by our ~~net patient revenues during~~licensed nurses/clinicians; efforts to reduce utilization of, and rates paid for, premium pay labor; consolidation of medical supply vendors to increase purchasing discounts; review and reduction of clinical variation in connection with the utilization of medical supplies, and; various other efforts to increase productivity and/or reduce costs including investments in new information technology applications.

Financial results for the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively,~~2023:

The following table summarizes our results of operations and ~~31% and 32% of our net patient revenues during~~is used in the nine-month periods ended September 30, 2017 and 2016, respectively. Revenues from managed care entities, including health maintenance organizations and managed Medicare and Medicaid programs, accounteddiscussion below for ~~57% and 56% of our net patient revenues during~~ the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively,~~2023 (dollar amounts in thousands):


	Three months ended March 31, 2024						Three months ended March 31, 2023
	Amount			% of Net Revenues			Amount			% of Net Revenues
Net revenues	$	3,843,582			100.0	%	$	3,467,518			100.0	%
Operating charges:
Salaries, wages and benefits		1,842,624			47.9	%		1,753,335			50.6	%
Other operating expenses		1,032,170			26.9	%		878,951			25.3	%
Supplies expense		403,573			10.5	%		379,989			11.0	%
Depreciation and amortization		141,003			3.7	%		141,621			4.1	%
Lease and rental expense		35,450			0.9	%		34,922			1.0	%
Subtotal-operating expenses		3,454,820			89.9	%		3,188,818			92.0	%
Income from operations		388,762			10.1	%		278,700			8.0	%
Interest expense, net		52,826			1.4	%		50,876			1.5	%
Other (income) expense, net		(150	)		(0.0	)%		13,723			0.4	%
Income before income taxes		336,086			8.7	%		214,101			6.2	%
Provision for income taxes		70,264			1.8	%		51,726			1.5	%
Net income		265,822			6.9	%		162,375			4.7	%
Less: Income (loss) attributable to noncontrolling interests		3,988			0.1	%		(740	)		(0.0	)%
Net income attributable to UHS	$	261,834			6.8	%	$	163,115			4.7	%

Net revenues increased by 10.8%, or $376 million, to $3.844 billion during the three-month period ended March 31, 2024, as compared to $3.468 billion during the first quarter of 2023. The net increase was primarily attributable to: (i) a $338 million, or 10.0%, increase in net revenues generated from our acute care hospital services and ~~56%~~behavioral health services operated during both periods (which we refer to as “Same Facility”), and; (ii) an other combined net increase of $38 million, including a $56 million increase in provider tax assessments (which increased net revenues and other operating expenses but had no impact on income before income taxes), partially offset by a $19 million decrease in net revenues generated at Desert Springs Hospital Medical Center ("Desert Springs") located in Las Vegas, Nevada, which discontinued all inpatient operations during the first quarter of 2023.

Income before income taxes (before income attributable to noncontrolling interests) increased by $122 million, or 57%, to $336 million during the three-month period ended March 31, 2024 as compared to $214 million during the first quarter of 2023. The net increase was due to:

•

an increase of $72 million at our ~~net patient revenues during each of the nine-month periods ended September 30, 2017 and 2016, respectively.~~

~~Charity Care, Uninsured Discounts and Provision for Doubtful Accounts:~~ ~~See disclosure~~acute care facilities, as discussed below in ~~Results of Operations,~~ Acute Care Hospital ~~Services- Charity~~Services;

•

an increase of $54 million at our behavioral health care facilities, as discussed below in Behavioral Health Care ~~Uninsured Discounts~~Services, and;

•

$4 million of other combined net decreases.

Net income attributable to UHS increased by $99 million, or 61%, to $262 million during the three-month period ended March 31, 2024 as compared to $163 million during the first quarter of 2023. This increase was attributable to:

•

a $122 million increase in income before income taxes, as discussed above;

•

a decrease of $5 million due to an unfavorable change in income/loss attributable to noncontrolling interests, and;

•

a decrease of $19 million resulting from an increase in the provision for income taxes resulting primarily from: (i) the increase in the provision for income taxes resulting from the $117 million increase in pre-tax income, partially offset by; (ii) a $9 million decrease in the provision for income taxes during the first quarter of 2024 from the impact of ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09").

Adjustments to self-insured professional and ~~Provision for Doubtful Accounts.~~general liability and workers' compensation liability reserves:

~~Self-Insured/Other Insurance Risks:~~ ~~We provide for self-insured risks including~~Professional and general ~~and professional liability claims, workers’ compensation claims and healthcare and dental claims.~~ liability:

Our estimated liability for self-insured professional and general liability claims is based on a number of factors including, among other things, the number of asserted claims and reported incidents, estimates of losses for these claims based on recent and historical settlement amounts, ~~estimate~~estimates of incurred but not reported claims based on historical experience, and estimates of amounts recoverable under our commercial insurance policies. ~~All relevant information,~~

~~including~~As a result of unfavorable trends experienced during the past several years, included in our ~~own historical experience is used in estimating~~results of operations during the ~~expected amount~~first three months of ~~claims. While we continuously monitor these factors,~~2024, was a $7 million increase to our ~~ultimate liability~~reserves for self-insured professional and general liability claims, could change materially from our current estimates due to inherent uncertainties involved in making this estimate. Our estimated self-insured reserves are reviewed and changed, if necessary, at each reporting date and changes are recognized currently as additional expense or as a reduction of expense. In addition, we also: (i) own commercial health insurers headquartered in Reno, Nevada, and Puerto Rico and; (ii) maintain self-insured employee benefits programs for employee healthcare and dental claims. The ultimate costs related to these programs/operations include expenses for claims incurred and paid in addition to an accrual for the estimated expenses incurred in connection with claims incurred but not yet reported. Given our significant insurance-related exposure, there can be no assurance that a sharp increase in the number and/or severity of claims asserted against us will not have a material adverse effect on our future results of operations.

~~See~~ ~~Note 5 to the Consolidated Financial Statements-Commitments and Contingencies, for additional disclosure related to our professional and general liability, workers’ compensation liability and property insurance.~~

~~The total accrual for our professional and general liability claims and workers’ compensation claims was $298 million as of September 30, 2017,~~ of which ~~$87~~approximately $5 million is included in ~~current liabilities. The total accrual for~~ our ~~professional~~same facility basis acute care hospitals services’ results and ~~general liability claims and workers’ compensation claims was $274 million as of December 31, 2016, of which $81~~approximately $2 million is included in ~~current liabilities.~~

~~Recent Accounting Standards:~~ ~~For a summary of accounting standards, please see~~ ~~Note 11 to the Consolidated Financial Statements, as included herein.~~

~~Results of Operations~~

~~Three-month periods ended September 30, 2017 and 2016:~~

~~The following table summarizes our results of operations and is used in the discussion below for the three-month periods ended September 30, 2017 and 2016 (dollar amounts in thousands):~~

Three months ended
September 30, 2017

Three months ended
September 30, 2016

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Net revenues before provision for doubtful accounts

$
2,775,790

$
2,610,911

Less: Provision for doubtful accounts

233,926

201,039

Net revenues

2,541,864

100.0
%

2,409,872

100.0
%
Operating charges:

Salaries, wages and benefits

1,251,528

49.2
%

1,149,729

47.7
%
Other operating expenses

628,523

24.7
%

597,270

24.8
%
Supplies expense

268,089

10.5
%

257,793

10.7
%
Depreciation and amortization

110,217

4.3
%

103,712

4.3
%
Lease and rental expense

26,197

1.0
%

23,799

1.0
%
Subtotal-operating expenses

2,284,554

89.9
%

2,132,303

88.5
%
Income from operations

257,310

10.1
%

277,569

11.5
%
Interest expense, net

36,956

1.5
%

32,129

1.3
%
Income before income taxes

220,354

8.7
%

245,440

10.2
%
Provision for income taxes

74,992

3.0
%

88,175

3.7
%
Net income

145,362

5.7
%

157,265

6.5
%
Less: Income attributable to noncontrolling interests

4,117

0.2
%

5,400

0.2
%
Net income attributable to UHS

$
141,245

5.6
%

$
151,865

6.3
%

Net revenues increased 5.5%, or $132 million, to $2.54 billion during the three-month period ended September 30, 2017 as compared to $2.41 billion during the third quarter of 2016. The net increase was primarily attributable to: (i) a $47 million or 2.0% increase in net revenues generated from our acute care hospital services and behavioral health services operated during both periods (which we refer to as “same facility”), and; (ii) $85 million of other combined revenue increases consisting primarily of the revenues generated at the facilities acquired in December, 2016 in connection with our acquisition of Cambian Adult Services, and the revenues generated at Henderson Hospital, a newly constructed acute care hospital that was completed and opened during the fourth quarter of 2016.

Income before income taxes (before deduction for income attributable to noncontrolling interests) decreased $25 million to $220 million during the three-month period ended September 30, 2017 as compared to $245 million during the comparable quarter of

~~2016. The net decrease in our income before income taxes during the third quarter of 2017, as compared to the comparable quarter of 2016, was due to:~~

~~an increase of $9 million at our acute care facilities as discussed below in Acute Care Hospital Services;~~

~~a decrease of $17 million at~~ our behavioral health ~~care facilities, as discussed below in Behavioral Health Services;~~services’ results.

~~a decrease~~During the full year of 2023, our reserves for self-insured professional and liability claims was increased by approximately $25 million, approximately $20 million of which was recorded during the second quarter of 2023 and $5 million ~~due to an increase in interest expense, as discussed below in Other Operating Results, and;~~

~~$12 million~~ of ~~other combined net decreases, including a $9 million charge~~which was recorded during the third quarter of ~~2017 in connection with a court order in Texas related to certain litigation (see~~ ~~Item 1 - Legal Proceedings~~ ~~for additional disclosure).~~

Net income attributable to UHS decreased $11 million to $141 million during the three-month period ended September 30, 2017 as compared to $152 million during the comparable prior year quarter. Changes to our net income attributable to UHS during the third quarter of 2017, as compared to the comparable prior year quarter, included:

~~a decrease of $25 million in income before income taxes, as discussed above;~~

~~an increase of $1 million resulting from a decrease in the income attributable to noncontrolling interests, and;~~

an increase of $13 million resulting from a net decrease in the provision for income taxes resulting primarily from: (i) a decrease in the provision for income taxes resulting from the $24 million decrease in pre-tax income ($25 million decrease in income before income taxes partially offset by the $1 million decrease in income attributable to noncontrolling interests); (ii) lower effective tax rates applicable to the income generated during the three-month period ended September 30, 2017 in connection with our acquisition of Cambian Group, PLC’s adult services division; (iii) a $2 million reduction to our provision for income taxes recorded during the third quarter of 2017 in connection with a change in estimated tax credits, and; (iv) a $1 million reduction to the provision for income taxes resulting from our January 1, 2017 adoption of ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), as discussed herein.

2023.

~~Impact of Hurricanes Harvey, Irma and Maria:~~Acute Care Hospital Services

We estimate that our pre-tax financial results for three and nine-month periods ended September 30, 2017 were unfavorably impacted by approximately $13 million to $15 million related to the hurricane expenses and estimated business interruption impact incurred by 28 of our behavioral health care facilities located in Texas, Florida, South Carolina, Georgia, Puerto Rico and the U.S. Virgin Islands and our 3 acute care hospitals located in Florida. Generally, our facilities impacted by Hurricanes Harvey, Irma and Maria did not sustain extensive property damage and the vast majority have resumed normal operations. However, a portion of the beds at our 124-bed behavioral health facility located in Houston, Texas remain closed and, although our 3 behavioral health facilities located in Puerto Rico are operational (240 beds in the aggregate), they continue to operate on auxiliary power in areas that suffered extensive damage to surrounding infrastructure and properties. It is difficult to predict the impact that the hurricanes may have on the future operating results of these four facilities.

~~Nine-month periods ended September 30, 2017 and 2016:~~

The following table ~~summarizes our results of operations and is used in the discussion below~~sets forth certain operating statistics for ~~the nine-month periods ended September 30, 2017 and 2016 (dollar amounts in thousands):~~

Nine months ended
September 30, 2017

Nine months ended
September 30, 2016

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Net revenues before provision for doubtful accounts

$
8,428,971

$
7,869,352

Less: Provision for doubtful accounts

661,893

578,827

Net revenues

7,767,078

100.0
%

7,290,525

100.0
%
Operating charges:

Salaries, wages and benefits

3,725,786

48.0
%

3,428,801

47.0
%
Other operating expenses

1,868,076

24.1
%

1,744,849

23.9
%
Supplies expense

820,242

10.6
%

767,465

10.5
%
Depreciation and amortization

334,127

4.3
%

309,172

4 2
%
Lease and rental expense

77,413

1.0
%

73,057

1.0
%
Subtotal-operating expenses

6,825,644

87.9
%

6,323,344

86.7
%
Income from operations

941,434

12.1
%

967,181

13.3
%
Interest expense, net

108,383

1.4
%

92,171

1.3
%
Income before income taxes

833,051

10.7
%

875,010

12.0
%
Provision for income taxes

286,774

3.7
%

306,577

4.2
%
Net income

546,277

7.0
%

568,433

7.8
%
Less: Income attributable to noncontrolling interests

13,583

0.2
%

40,232

0.6
%
Net income attributable to UHS

$
532,694

6.9
%

$
528,201

7.2
%

Net revenues increased 6.5%, or $477 million, to $7.77 billion during the nine-month period ended September 30, 2017 as compared to $7.29 billion during the first nine months of 2016. The net increase was primarily attributable to: (i) a $212 million or 3.0% increase in net revenues generated from our acute care hospital services for the three-month periods ended March 31, 2024 and behavioral health services, on a same facility basis, and; (ii) $265 million of other combined revenue increases consisting primarily of the revenues generated at the facilities acquired in December, 2016 in connection with our acquisition of Cambian Adult Services, and the revenues generated at Henderson Hospital, a newly constructed acute care hospital that was completed and opened during the fourth quarter of 2016.2023.


	Same Facility Basis						All
	2024			2023			2024			2023
Average licensed beds		6,657			6,610			6,657			6,798
Average available beds		6,485			6,438			6,485			6,626
Patient days		415,327			397,998			415,327			404,253
Average daily census		4,564.0			4,422.2			4,564.0			4,491.7
Occupancy-licensed beds		68.6	%		66.9	%		68.6	%		66.1	%
Occupancy-available beds		70.4	%		68.7	%		70.4	%		67.8	%
Admissions		83,581			79,063			83,581			80,126
Length of stay		5.0			5.0			5.0			5.0

Income before income taxes (before deduction for income attributable to noncontrolling interests) decreased $42 million to $833 million during the nine-month period ended September 30, 2017 as compared to $875 million during the comparable nine-month period of 2016. The net decrease in our income before income taxes during the first nine months of 2017, as compared to the comparable prior year period of 2016, was due to:

~~an increase of $32 million at our acute care facilities as discussed below in~~ Acute Care Hospital ~~Services;~~

~~a decrease of $51 million at our behavioral health care facilities, as discussed below in Behavioral Health Services;~~

~~a decrease of $16 million due to an increase in interest expense, as discussed below in Other Operating Results, and;~~

$7 million of other combined net decreases, including the above-mentioned $9 million charge recorded during the third quarter of 2017 in connection with a court order in Texas related to certain litigation (see ~~Item 1 - Legal Proceedings~~ ~~for additional disclosure).~~

Net income attributable to UHS increased $5 million to $533 million during the nine-month period ended September 30, 2017 as compared to $528 million during the comparable prior year period. The increase during the first nine months of 2017, as compared to the comparable prior year period, consisted of:

~~a decrease of $42 million in income before income taxes, as discussed above;~~

an increase of $27 million resulting from a decrease in the income attributable to noncontrolling interests due primarily to the May, 2016 purchase of the minority ownership interests held by a third-party in six acute care hospitals located in Las Vegas, Nevada, and;

•

an increase of $20 million resulting from a net decrease in the provision for income taxes resulting from: (i) an increase in the provision for income taxes resulting from the $15 million decrease in pre-tax income ($42 million decrease in income before income taxes partially offset by the $27 million decrease in income attributable to noncontrolling interests); (ii) a

$9 million reduction to the provision for income taxes resulting from our January 1, 2017 adoption of ASU 2016-09, as discussed herein, and; (iii) lower effective tax rates applicable to the income generated during the nine-month period ended September 30, 2017 in connection with our acquisition of Cambian Group, PLC’s adult services division.

~~Acute Care Hospital Services~~

~~Same~~Services-Same Facility Basis ~~Acute Care Hospital Services~~

We believe that providing our results on a “Same Facility” basis (which is a non-GAAP measure), which includes the operating results for facilities and businesses operated in both the current year and prior year periods, is helpful to our investors as a measure of our operating performance. Our Same Facility results also neutralize (if applicable) the ~~impact of the EHR applications, the~~ effect of items that are non-operational in nature including items such as, but not limited to, gains/losses on sales of assets and businesses, impacts of settlements, legal judgments and lawsuits, impairments of long-lived and intangible assets and other amounts that may be reflected in the current or prior year financial statements that relate to prior periods.

Our Same Facility basis results reflected on the ~~tables~~table below also exclude from net revenues and other operating expenses, provider tax assessments incurred in each period as discussed below Sources of Revenue-Various State Medicaid Supplemental Payment Programs. However, these provider tax assessments are included in net revenues and other operating expenses as reflected in the table below under All Acute Care Hospital Services. The provider tax assessments had no impact on the income before income taxes as reflected on the tables below since the amounts offset between net revenues and other operating expenses. To obtain a complete understanding of our financial performance, the Same Facility results should be examined in connection with our net income as determined in accordance with U.S. GAAP and as presented in the condensed consolidated financial statements and notes thereto as contained in this Quarterly Report on Form 10-Q.

The following table summarizes the results of operations for our acute care facilities on a ~~same facility~~Same Facility basis and is used in the discussion below for the ~~three and nine-month~~three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 (dollar amounts in thousands):

Three months ended

Three months ended

Nine months ended

Nine months ended

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Net revenues before provision for doubtful accounts

$
1,452,997

$
1,402,732

$
4,431,714

$
4,224,695

Less: Provision for doubtful accounts

$
196,542

172,883

548,387

491,556

Net revenues

1,256,455

100.0
%

1,229,849

100.0
%

3,883,327

100.0
%

3,733,139

100.0
%
Operating charges:

Salaries, wages and benefits

551,144

43.9
%

528,249

43.0
%

1,623,774

41.8
%

1,547,580

41.5
%
Other operating expenses

307,909

24.5
%

309,702

25.2
%

925,122

23.8
%

896,589

24.0
%
Supplies expense

212,350

16.9
%

210,973

17.2
%

654,218

16.8
%

621,258

16.6
%
Depreciation and amortization

62,446

5.0
%

59,252

4.8
%

185,151

4.8
%

174,855

4.7
%
Lease and rental expense

14,390

1.1
%

12,572

1.0
%

41,864

1.1
%

39,489

1.1
%
Subtotal-operating expenses

1,148,239

91.4
%

1,120,748

91.1
%

3,430,129

88.3
%

3,279,771

87.9
%
Income from operations

108,216

8.6
%

109,101

8.9
%

453,198

11.7
%

453,368

12.1
%
Interest expense, net

639

0.1
%

817

0.1
%

2,073

0.1
%

2,460

0.1
%
Income before income taxes

$
107,577

8.6
%

$
108,284

8.8
%

$
451,125

11.6
%

$
450,908

12.1
%


	Three months ended						Three months ended
	March 31, 2024						March 31, 2023
	Amount			% of Net Revenues			Amount			% of Net Revenues
Net revenues	$	2,107,434			100.0	%	$	1,922,464			100.0	%
Operating charges:
Salaries, wages and benefits		860,676			40.8	%		826,975			43.0	%
Other operating expenses		577,076			27.4	%		504,617			26.2	%
Supplies expense		347,095			16.5	%		325,371			16.9	%
Depreciation and amortization		90,120			4.3	%		93,007			4.8	%
Lease and rental expense		23,793			1.1	%		23,995			1.2	%
Subtotal-operating expenses		1,898,760			90.1	%		1,773,965			92.3	%
Income from operations		208,674			9.9	%		148,499			7.7	%
Interest expense, net		1,300			0.1	%		(577	)		(0.0	)%
Other (income) expense, net		(81	)		(0.0	)%		6,213			0.3	%
Income before income taxes	$	207,455			9.8	%	$	142,863			7.4	%

Three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016:~~2023:

During the three-month period ended ~~September 30, 2017,~~March 31, 2024, as compared to the comparable prior year quarter, net revenues from our acute care hospital services, on a ~~same facility~~Same Facility basis, increased ~~$27~~by $185 million or ~~2.2%~~9.6%. Income before income taxes (and before income attributable to noncontrolling interests) ~~decreased less than $1~~increased by $65 million, or 1%45%, amounting to ~~$108~~$207 million, or ~~8.6%~~9.8% of net revenues during the ~~third~~first quarter of ~~2017 and $108~~2024, as compared to $143 million, or ~~8.8%~~7.4% of net revenues during the ~~third~~first quarter of ~~2016.~~

~~As discussed above,~~2023. Included in our Same Facility basis' net revenues and income before income taxes, during the first quarter of 2024, was approximately $38 million of net reimbursements (net of related provider taxes) recorded in connection with ~~Hurricane Irma, we estimate that our pre-tax acute care hospital services’ financial results~~the Nevada state directed payment program which was approved by the Centers for ~~three~~Medicare and nine-month periods ended September 30, 2017 were unfavorably impacted by approximately $5 million to $6 million related to the hurricane expenses and estimated business interruption impact incurred by our 3 acute care hospitals locatedMedicaid Services in ~~Florida.~~ December, 2023. Please see additional disclosure below in Sources of Revenue-Nevada State Directed Payment Program.

During the three-month period ended ~~September 30, 2017,~~March 31, 2024, net revenue per adjusted admission ~~decreased 0.6%~~increased by 4.6% while net revenue per adjusted patient day increased ~~1.3%~~5.8%, as compared to the comparable quarter of ~~2016.~~2023. During the three-month period ended ~~September 30, 2017,~~March 31, 2024, as compared to the comparable prior year quarter, inpatient admissions to our acute care hospitals increased ~~5.1% and~~by 5.7% while adjusted admissions (adjusted for outpatient activity) increased ~~3.5%~~by 4.5%. Patient days at these facilities increased ~~3.1%~~by 4.4% and adjusted patient days increased ~~1.5%~~by 3.4% during the three-month period ended ~~September 30, 2017~~March 31, 2024, as compared to the comparable prior year quarter. The average length of inpatient stay at these facilities was ~~4.5~~5.0 days during each of the three-month periods ended ~~September~~

~~30, 2017~~March 31, 2024 and ~~2016.~~2023. The occupancy rate, based on the average available beds at these facilities, was ~~59%~~70% and 69% during ~~each of~~ the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016.~~ 2023, respectively.

~~Nine-month periods ended September 30, 2017 and 2016:~~

~~During~~On a Same Facility basis during the ~~nine-month~~three-month period ended ~~September 30, 2017,~~March 31, 2024, as compared to the comparable ~~prior year period, net revenues from~~quarter of 2023, salaries, wages and benefits expense increased by $34 million, or 4.1%. Although our acute care hospital services, on a same facility basis, increased $150 million or 4.0%. Income before income taxes (and before income attributable to noncontrolling interests) remained relatively unchanged at $451 million or 11.6% of net revenuesfacilities experienced an increase in patient volumes during the first ~~nine months~~quarter of ~~2017 as compared to $451 million or 12.1% of net revenues during the comparable period of 2016.~~

~~During the nine-month period ended September 30, 2017, net revenue per adjusted admission decreased 0.3% while net revenue per adjusted patient day increased 2.5%,~~2024, as compared to the comparable ~~period~~quarter of ~~2016. During~~2023, the ~~nine-month period ended September 30, 2017,~~related incremental staffing cost increase was offset by the following: (i) a reduction in premium pay (overtime paid to employees and external temporary resources' expense) which decreased by approximately $18 million during the first quarter of 2024, as compared to the first quarter of 2023, and; (ii) a restructuring, during the first quarter of 2024, at certain of our acute care hospitals that reduced the number of employees in positions that were not directly related to the delivery of patient care. As a percentage of net revenues, salaries, wages and benefits expense decreased to 40.8% during the first quarter of 2024 as compared to 43.0% during the first quarter of 2023.

Other operating expenses increased $72 million, or 14.4%, during the first quarter of 2024, as compared to the comparable prior year period, inpatient admissions to our acute care hospitals increased 5.5% and adjusted admissions increased 4.9%. Patient days at these facilities increased 2.5% and adjusted patient days increased 2.0%quarter of 2023. The increase during the ~~nine-month period ended September 30, 2017~~first quarter of 2024, as compared to the comparable ~~prior year period. The average length~~quarter of ~~inpatient stay at these facilities~~2023, was ~~4.5 days and 4.6 days~~due, in part, to the following: (i) an $18 million, or 12.7%, increase in physician-related expenses (as discussed above in Results of Operations - Clinical Staffing, Physician Related Expenses, Effects of Inflation; (ii) a $13 million, or 12.4%, increase in the operating expenses incurred by our commercial health insurer, and; (iii) the expenses related to the increase in patient volumes.

Supplies expense increased $22 million, or 6.7%, during the ~~nine-month periods ended September 30, 2017 and 2016, respectively.~~first quarter of 2024, as compared to the first quarter of 2023. The ~~occupancy rate, based on~~increase was due, in part, to the ~~average available beds at these facilities, was 61% and 60%~~increase in patient volumes experienced during the ~~nine-month periods~~first quarter of 2024, as compared to the comparable quarter of 2023. As a percentage of net revenues, supplies expense decreased to 16.5% during the three-month period ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2024, as compared to 16.9% during the first quarter of 2023.

All Acute Care ~~Hospitals~~Hospital Services

The following table summarizes the results of operations for all our acute care operations during the ~~three and nine-month~~three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016.~~2023. These amounts include: (i) our acute care results on a ~~same facility~~Same Facility basis, as indicated above; (ii) ~~the impact of the implementation of EHR applications at our acute care hospitals; (iii)~~ the impact of provider tax assessments which increased net revenues and other operating expenses but had no impact on income before income taxes, and; ~~(iv)~~(iii) certain other amounts including, if applicable, the results of ~~a 25-bed acute care hospital located in Pahrump, Nevada that was acquired in August, 2016,~~recently acquired/opened facilities and businesses as well as the operating results ~~of the newly constructed Henderson Hospital, a 130-bed acute care hospital located in Henderson, Nevada that was completed and opened~~for Desert Springs which discontinued all inpatient operations during the ~~fourth~~first quarter of ~~2016 and the favorable impact of Medicaid settlements relating to prior years that is included in our results for the nine-month period ended September 30, 2017.~~2023. Dollar amounts below are reflected in thousands.

Three months ended
September 30, 2017

Three months ended
September 30, 2016

Nine months ended
September 30, 2017

Nine months ended
September 30, 2016

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Net revenues before provision
for doubtful accounts

$
1,521,727

$
1,426,749

$
4,646,083

$
4,285,897

Less: Provision for doubtful accounts

204,979

172,883

573,331

491,556

Net revenues

1,316,748

100.0
%

1,253,866

100.0
%

4,072,752

100.0
%

3,794,341

100.0
%
Operating charges:

Salaries, wages and benefits

566,214

43.0
%

529,544

42.2
%

1,672,909

41.1
%

1,549,311

40.8
%
Other operating expenses

342,486

26.0
%

334,387

26.7
%

1,018,454

25.0
%

958,844

25.3
%
Supplies expense

217,035

16.5
%

211,017

16.8
%

670,444

16.5
%

621,305

16.4
%
Depreciation and amortization

69,062

5.2
%

67,982

5.4
%

213,417

5.2
%

202,079

5.3
%
Lease and rental expense

14,605

1.1
%

12,577

1.0
%

43,066

1.1
%

39,510

1.0
%
Subtotal-operating expenses

1,209,402

91.8
%

1,155,507

92.2
%

3,618,290

88.8
%

3,371,049

88.8
%
Income from operations

107,346

8.2
%

98,359

7.8
%

454,462

11.2
%

423,292

11.2
%
Interest expense, net

639

0.0
%

817

0.1
%

2,074

0.1
%

2,460

0.1
%
Income before income taxes

$
106,707

8.1
%

$
97,542

7.8
%

$
452,388

11.1
%

$
420,832

11.1
%


	Three months ended March 31, 2024					Three months ended March 31, 2023
	Amount		% of Net Revenues			Amount			% of Net Revenues
Net revenues	$	2,185,081		100.0	%	$	1,973,532			100.0	%
Operating charges:
Salaries, wages and benefits		861,547		39.4	%		843,960			42.8	%
Other operating expenses		654,983		30.0	%		544,300			27.6	%
Supplies expense		347,004		15.9	%		328,060			16.6	%
Depreciation and amortization		90,312		4.1	%		93,326			4.7	%
Lease and rental expense		23,833		1.1	%		24,154			1.2	%
Subtotal-operating expenses		1,977,679		90.5	%		1,833,800			92.9	%
Income from operations		207,402		9.5	%		139,732			7.1	%
Interest expense, net		1,300		0.1	%		(577	)		(0.0	)%
Other (income) expense, net		634		0.0	%		7,013			0.4	%
Income before income taxes	$	205,468		9.4	%	$	133,296			6.8	%

Three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016:~~2023:

During the three-month period ended ~~September 30, 2017,~~March 31, 2024, as compared to the comparable prior year quarter, net revenues from our acute care hospital services increased ~~$63~~by $212 million, or ~~5.0% to $1.32 billion as compared to $1.25 billion~~10.7%, due to: (i) ~~a $27~~the $185 million, or ~~2.2%,~~9.6% increase ~~same facility~~in Same Facility revenues, as discussed ~~above,~~above; (ii) a $47 million increase in provider tax assessments (which had no impact on income before income taxes since the amounts offset between net revenues and other operating expenses), and; ~~(ii)~~(iii) $20 million of other combined net ~~increase~~decreases consisting primarily of ~~$36 million due primarily to the net~~decreased revenues ~~generated~~ at ~~the two above-mentioned acute care hospitals located in Nevada that were acquired or opened during 2016.~~ Desert Springs.

Income before income taxes increased $9by $72 million, or 9%54%, to ~~$107~~$205 million, or ~~8.1% of net revenues during the third quarter of 2017 as compared to $98 million or 7.8% of net revenues during the third quarter of 2016.~~

~~Included in these results are the following:~~

•

~~the $1 million decrease in income before income taxes from our acute care hospital services, on a same facility basis, as discussed above, and;~~

~~other combined net increase of $10 million consisting primarily of the income generated at the two above-mentioned acute care hospitals located in Nevada that were acquired or opened during 2016.~~

~~Nine-month periods ended September 30, 2017 and 2016:~~

During the nine-month period ended September 30, 2017, as compared to the comparable prior year quarter, net revenues from our acute care hospital services increased $278 million or 7.3% to $4.07 billion as compared to $3.79 billion due to: (i) a $150 million, or 4.0%, increase same facility revenues, as discussed above, and; (ii) other combined net increase of $128 million due primarily to the net revenues generated at the two above-mentioned acute care hospitals located in Nevada that were acquired or opened during 2016, and the $15 million of net revenues recorded (during the second quarter of 2017) in connection with Medicaid settlements relating to prior years.

~~Income before income taxes increased $32 million, or 8%, to $452 million or 11.1%~~9.4% of net revenues during the first ~~nine months~~quarter of ~~2017~~2024, as compared to ~~$421~~$133 million, or ~~11.1%~~6.8% of net revenues during the first ~~nine months~~quarter of ~~2016.~~

~~Included in these results are the following:~~

~~no change~~2023. The $72 million increase in income before income taxes from our acute care hospital services ~~on a same facility basis, as discussed above;~~

~~a net $6~~resulted primarily from the $65 million Same Facility basis' increase ~~resulting from: (i) the~~in income recorded in connection with Medicaid settlements relating to prior years ($15 million), partially offset by; (ii) increased professional and general liability expense relating to prior years that was recorded during the second quarter of 2017, based upon a reserve analysis ($9 million), and;

~~other combined net increase of $25 million consisting primarily of the~~before income ~~generated at the two above-mentioned acute care hospitals located in Nevada that were acquired or opened during 2016.~~

~~Charity Care, Uninsured Discounts and Provision for Doubtful Accounts:~~ ~~Collection of receivables~~taxes from third-party payers and patients is our primary source of cash and is critical to our operating performance. Our primary collection risks relate to uninsured patients and the portion of the bill which is the patient’s responsibility, primarily co-payments and deductibles. We estimate our provisions for doubtful accounts based on general factors such as payer mix, the agings of the receivables and historical collection experience. We routinely review accounts receivable balances in conjunction with these factors and other economic conditions which might ultimately affect the collectability of the patient accounts and make adjustments to our allowances as warranted. At our acute care ~~hospitals, third party liability accounts are pursued until all payment~~hospital services, as discussed above, and ~~adjustments are posted~~an $8 million favorable change in the pre-tax income/loss related to Desert Springs.

During the three-month period ended March 31, 2024, as compared to the ~~patient account. For those accounts with a patient balance after third party liability is finalized~~comparable quarter of 2023, salaries, wages and benefits expense increased by $18 million, or ~~accounts for uninsured patients,~~2.1%. The increase was due primarily to the patient receives statements and collection letters. Our hospitals establish a partial reserve for self-pay accounts in the allowance for doubtful accounts for both unbilled balances and those that have been billed and are under 90 days old. All self-pay accounts are fully reserved at 90 days from the date of discharge. Third party liability accounts are fully reserved in the allowance for doubtful accounts when the balance ages past 180 days from the date of discharge. Patients that express an inabilityabove-mentioned $34 million increase related to pay are reviewed for potential sources of financial assistance including our charity care policy. If the patient is deemed unwilling to pay, the account is written-off as bad debt and transferred to an outside collection agency for additional collection effort.

Historically, a significant portion of the patients treated throughout our portfolio of acute care hospitals are uninsured patients which, in part, has resulted from patients who are employed but do not have health insurance or who have policies with relatively high deductibles. Generally, patients treated at our hospitals for non-elective services, who have gross income less than 400% of the federal poverty guidelines, are deemed eligible for charity care. The federal poverty guidelines are established by the federal government and are based on income and family size. Effective January 1, 2016, our hospitals in certain states in which we operate reduced the charity care eligibility threshold to less than the federal poverty guidelines. Because we do not pursue collection of amounts that qualify as charity care, they are not reported in our net revenues or in our accounts receivable, net.

~~A portion of the accounts receivable at~~ our acute care ~~facilities are comprised~~hospital services, on a Same Facility basis, partially offset by the decreased salaries, wages and benefits expense incurred at Desert Springs.

Other operating expenses increased $111 million, or 20.3%, during the first quarter of ~~Medicaid accounts that are pending approval from third-party payers but we also have smaller amounts due from other miscellaneous payers such~~2024, as county indigent programs in certain states. Our patient registration process includes an interview of the patient or the patient’s responsible party at the time of registration. At that time, an insurance eligibility determination is made and an insurance plan code is assigned. There are various pre-established insurance profiles in our patient accounting system which determine the expected insurance reimbursement for each patient based on the insurance plan code assigned and the services rendered. Certain patients may be classified as Medicaid pending at registration based upon a screening evaluation if we are unable to definitively determine if they are currently Medicaid eligible. When a patient is registered as Medicaid eligible or Medicaid pending, our patient accounting system records net revenues for services provided to that patient based upon the established Medicaid reimbursement rates, subjectcompared to the ~~ultimate disposition~~comparable quarter of 2023. The increase was due primarily to the ~~patient’s Medicaid eligibility. When~~$72 million above-mentioned increase related to our acute care hospital services, on a Same Facility basis, the ~~patient’s ultimate eligibility is determined, reclassifications may occur which impacts the reported amounts~~$47 million above-mentioned increase in provider tax assessments, partially offset by decreased operating expenses incurred at Desert Springs.

future periods for the provision for doubtful accounts and other accounts such as Medicaid pending. Although the patient’s ultimate eligibility determination may result in amounts being reclassified among these accounts from period to period, these reclassifications did not have a material impact on our results of operationsSupplies expense increased by $19 million, or 5.8%, during the ~~three~~first quarter of 2024, as compared to the comparable quarter of 2023. The increase was due primarily to the above-mentioned $22 million increase related to our acute care hospital services, on a Same Facility basis, partially offset by decreased supplies expense incurred at Desert Springs.

Please see above in Results of Operations - Clinical Staffing, Physician Related Expenses and ~~nine-month periods ended September 30, 2017 or 2016 since~~Effects of Inflation for additional disclosure regarding the factors impacting our ~~facilities make estimates at each financial reporting period to reserve for amounts that are deemed to be uncollectible.~~operating costs.

We also provide discounts to uninsured patients (included in “uninsured discounts” amounts below) who do not qualify for Medicaid or charity care. Because we do not pursue collection of amounts classified as uninsured discounts, they are not reported in our net revenues or in our net accounts receivable. In implementing the discount policy, we first attempt to qualify uninsured patients for governmental programs, charity care or any other discount program. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. Our accounts receivable are recorded net of allowance for doubtful accounts of $469 millionCharity Care and ~~$410 million at September 30, 2017 and December 31, 2016, respectively.~~Uninsured Discounts:

The following tables show the amounts recorded at our acute care hospitals for charity care and uninsured discounts, based on charges at established rates, for the ~~three and nine-month periods ended September 30, 2017 and 2016:~~

~~Uncompensated care:~~

Amounts in millions

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,

2017

%

2016

%

2017

%

2016

%

Charity care

$
216

48
%

$
175

47
%

$
723

53
%

$
508

48
%
Uninsured discounts

231

52
%

195

53
%

639

47
%

547

52
%
Total uncompensated care

$
447

100
%

$
370

100
%

$
1,362

100
%

$
1,055

100
%

~~As reflected on the tables above in All Acute Care Hospitals, the provision for doubtful accounts at our acute care hospitals amounted to approximately $205 million and $173 million during the~~ three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively, and $573 million and $492 million during the nine-month period ended September 30, 2017 and 2016, respectively.~~ 2023:

Uncompensated care:


Amounts in millions	Three Months Ended
	March 31,					March 31,
	2024		%			2023		%
Charity care	$	217		27	%	$	193		32	%
Uninsured discounts	588			73	%		418		68	%
Total uncompensated care	$	805		100	%	$	611		100	%

Estimated cost of providing uncompensated care:

The estimated costs of providing uncompensated care as reflected below were based on a calculation which multiplied the percentage of operating expenses for our acute care hospitals to gross charges for those hospitals by the above-mentioned total uncompensated

care amounts. ~~Amounts included in the provision for doubtful accounts, as mentioned above, are not included in the calculation of estimated costs of providing uncompensated care.~~ The percentage of cost to gross charges is calculated based on the total operating expenses for our acute care facilities divided by gross patient service revenue for those facilities.


	Three Months Ended
	March 31,		March 31,
Amounts in millions	2024		2023
Estimated cost of providing charity care	$	19	$	19
Estimated cost of providing uninsured discounts	52		40
Estimated cost of providing uncompensated care	$	71	$	59

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,

Amounts in millions

2017

2016

2017

2016

Estimated cost of providing charity care

$
30

$
27

$
98

$
76

Estimated cost of providing uninsured discounts related care

34

30

87

81

Estimated cost of providing uncompensated care

$
64

$
57

$
185

$
157

Behavioral Health Care Services

~~Our~~The following table sets forth certain operating statistics for our behavioral health care services for the three-month periods ended March 31, 2024 and 2023.


	Same Facility Basis						All
	2024			2023			2024			2023
Average licensed beds		24,124			24,106			24,378			24,232
Average available beds		24,024			24,006			24,278			24,132
Patient days		1,596,431			1,562,130			1,608,992			1,572,571
Average daily census		17,543.2			17,357.0			17,681.2			17,473.0
Occupancy-licensed beds		72.7	%		72.0	%		72.5	%		72.1	%
Occupancy-available beds		73.0	%		72.3	%		72.8	%		72.4	%
Admissions		118,897			119,615			119,930			120,560
Length of stay		13.4			13.1			13.4			13.0

Behavioral Health Care Services-Same Facility Basis

We believe that providing our results on a Same Facility basis, ~~results (which is a non-GAAP measure),~~ which ~~include~~includes the operating results for facilities and businesses operated in both the current year and prior year ~~period,~~periods, is helpful to our investors as a measure of our operating performance. Our Same Facility results also neutralize (if applicable) the effect of items that are non-operational in nature including items such as, but not limited to, gains/losses on sales of assets and businesses, impacts of settlements, legal judgments and lawsuits, impairments of long-lived and intangible assets and other amounts that may be reflected in the current or prior year financial statements that relate to prior periods.

Our Same Facility basis results reflected on the ~~tables~~table below also ~~exclude~~excludes from net revenues and other operating expenses, provider tax assessments incurred in each period as discussed below Sources of Revenue-Various State Medicaid Supplemental Payment Programs. However, these provider tax assessments are included in net revenues and other operating expenses as reflected in the table below under All Behavioral Health Care Services. The provider tax assessments had no impact on the income before income taxes as reflected on the tables below since the amounts offset between net revenues and other operating expenses. To obtain a complete understanding of our financial performance, the Same Facility results should be examined in connection with our net income as determined in accordance with U.S. GAAP and as presented in the condensed consolidated financial statements and notes thereto as contained in this Quarterly Report on Form 10-Q.

The following table summarizes the results of operations for our behavioral health care facilities, on a ~~same facility~~Same Facility basis, and is used in the discussions below for the ~~three and nine-month~~three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 (dollar amounts in thousands):

~~Same Facility—Behavioral Health~~

Three months ended
September 30, 2017

Three months ended
September 30, 2016

Nine months ended
September 30, 2017

Nine months ended
September 30, 2016

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Amount

% of Net
Revenues

Net revenues before provision for doubtful accounts

$
1,175,860

$
1,159,594

$
3,566,216

$
3,509,217

Less: Provision for doubtful accounts

24,311

28,109

82,973

87,004

Net revenues

1,151,549

100.0
%

1,131,485

100.0
%

3,483,243

100.0
%

3,422,213

100.0
%
Operating charges:

Salaries, wages and benefits

595,571

51.7
%

567,889

50.2
%

1,770,122

50.8
%

1,692,898

49.5
%
Other operating expenses

234,945

20.4
%

223,940

19.8
%

693,200

19.9
%

660,559

19.3
%
Supplies expense

49,629

4.3
%

49,001

4.3
%

146,286

4.2
%

145,626

4.3
%
Depreciation and amortization

34,206

3.0
%

32,757

2.9
%

100,838

2.9
%

98,506

2.9
%
Lease and rental expense

11,491

1.0
%

11,061

1.0
%

32,988

0.9
%

32,878

1.0
%
Subtotal-operating expenses

925,842

80.4
%

884,648

78.2
%

2,743,434

78.8
%

2,630,467

76.9
%
Income from operations

225,707

19.6
%

246,837

21.8
%

739,809

21.2
%

791,746

23.1
%
Interest expense, net

428

0.0
%

420

0.0
%

1,590

0.0
%

1,302

0.0
%
Income before income taxes

$
225,279

19.6
%

$
246,417

21.8
%

$
738,219

21.2
%

$
790,444

23.1
%


	Three months ended						Three months ended
	March 31, 2024						March 31, 2023
	Amount			% of Net Revenues			Amount			% of Net Revenues
Net revenues	$	1,616,312			100.0	%	$	1,463,723			100.0	%
Operating charges:
Salaries, wages and benefits		868,876			53.8	%		808,938			55.3	%
Other operating expenses		312,285			19.3	%		278,722			19.0	%
Supplies expense		56,766			3.5	%		52,485			3.6	%
Depreciation and amortization		47,108			2.9	%		45,332			3.1	%
Lease and rental expense		11,446			0.7	%		10,598			0.7	%
Subtotal-operating expenses		1,296,481			80.2	%		1,196,075			81.7	%
Income from operations		319,831			19.8	%		267,648			18.3	%
Interest expense, net		1,027			0.1	%		1,210			0.1	%
Other (income) expense, net		(676	)		(0.0	)%		(576	)		(0.0	)%
Income before income taxes	$	319,480			19.8	%	$	267,014			18.2	%

Three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016:~~2023:

~~On a same facility basis during~~During the ~~third quarter of 2017,~~three-month period ended March 31, 2024, as compared to the ~~third~~comparable prior year quarter, ~~of 2016,~~ net revenues ~~generated~~ from our behavioral health services, on a Same Facility basis, increased ~~$20~~by $153 million or ~~1.8%, to $1.15 billion from $1.13 billion.~~10.4%. Income before income taxes ~~decreased $21~~increased by $52 million, or 9%20%, amounting to ~~$225~~$319 million or ~~19.6%~~19.8% of net revenues during the ~~three-month period ended September 30, 2017,~~first quarter of 2024, as compared to ~~$246~~$267 million or ~~21.8%~~18.2% of net revenues during the ~~comparable~~first quarter of ~~2016.~~2023.

As discussed above, in connection with Hurricanes Harvey, Irma and Maria, we estimate that our pre-tax behavioral health services’ financial results for three and nine-month periods ended September 30, 2017 were unfavorably impacted by approximately $8 million to $9 million related to the hurricane expenses and estimated business interruption impact incurred by 28 of our behavioral health care facilities located in Texas, Florida, South Carolina, Georgia, Puerto Rico and the U.S. Virgin Islands. Generally, our behavioral health care facilities impacted by Hurricanes Harvey, Irma and Maria did not sustain extensive property damage and the vast majority have resumed normal operations. However, a portion of the beds at our 124-bed behavioral health facility located in Houston, Texas remain closed and, although our 3 behavioral health facilities located in Puerto Rico are operational (240 beds in the aggregate), they continue to operate on auxiliary power in areas that suffered extensive damage to surrounding infrastructure and properties. It is difficult to predict the impact that the hurricanes may have on the future operating results of these four facilities.

During the three-month period ended ~~September 30, 2017,~~March 31, 2024, net revenue per adjusted admission increased ~~1.3% and~~by 11.2% while net revenue per adjusted patient day increased ~~2.6%~~by 8.2%, as compared to the comparable quarter of ~~2016. On a same facility basis,~~2023. During the three-month period ended March 31, 2024, as compared to the comparable prior year quarter, inpatient admissions and adjusted admissions to our behavioral health care hospitals decreased by -0.6% and -0.8%, respectively. Patient days at these facilities increased ~~1.3%~~by 2.2% and ~~1.1%, respectively,~~adjusted patient days increased by 2.0% during the three-month period ended ~~September 30, 2017 as compared to the comparable quarter of 2016. Patient days were relatively unchanged and adjusted patient days decreased 0.2% during the three-month period ended September 30, 2017~~March 31, 2024, as compared to the comparable prior year quarter. The average length of inpatient stay at these facilities was ~~12.8~~13.4 days and ~~13.0~~13.1 days during the three-month periods ended

~~September 30, 2017~~ March 31, 2024 and ~~2016,~~2023, respectively. The occupancy rate, based on the average available beds at these facilities, was ~~74%~~73% and ~~75%~~72% during the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively.~~ 2023.

~~Nine-month periods ended September 30, 2017 and 2016:~~

On a ~~same facility~~Same Facility basis during the three-month period ended March 31, 2024, as compared to the comparable quarter of 2023, salaries, wages and benefits expense increased $60 million or 7.4%. The increase during the first ~~nine~~quarter of 2024, as compared to the comparable quarter of 2023, was due to a 3.4% increase in salaries, wages and benefits expense per average full time equivalent employee, as well as a 3.9% increase in the average number of full-time equivalent employees. The increased staffing was due, in part, to increased patient volumes. As a percentage of net revenues during each quarter, salaries, wages and benefits expense decreased to 53.8% during the first quarter of 2024 as compared to 55.3% during the first quarter of 2023.

Other operating expenses increased $34 million, or 12.0%, during the first quarter of 2024, as compared to the comparable quarter of 2023. The increase during the first three months of ~~2017,~~2024, as compared to the comparable period of ~~2016, net revenues generated from our behavioral health services~~2023, was due, in part, to increased ~~$61 million, or 1.8%, to $3.48 billion from $3.42 billion. Income before income taxes decreased $52 million, or 7%, to $738 million or 21.2%~~patient volumes as well an increase in certain expense items experienced during the first quarter of 2024. As a percentage of net revenues during each quarter, other operating expenses increased to 19.3% during the ~~nine-month period ended September 30, 2017,~~first quarter of 2024 as compared to ~~$790~~19.0% during the first quarter of 2023.

Supplies expense increased $4 million, or ~~23.1% of net revenues~~8.2%, during the ~~comparable period~~first quarter of ~~2016.~~

~~During the nine-month period ended September 30, 2017, net revenue per adjusted admission decreased 0.4% and net revenue per adjusted patient day increased 1.5%,~~2024, as compared to the comparable ~~period~~quarter of ~~2016. On~~2023. As a ~~same facility basis, inpatient admissions and adjusted admissions~~percentage of net revenues during each quarter, supplies expense decreased to ~~our behavioral health facilities increased 2.5% and 2.4%~~3.5% during the ~~nine-month period ended September 30, 2017~~first quarter of 2024, as compared to 3.6% during the comparable ~~period~~quarter of 2016. Patient days and adjusted patient days each increased 0.5% during the nine-month period ended September 30, 2017 as compared to the comparable prior year period. The average length of inpatient stay at these facilities was 12.8 days and 13.0 days during the nine-month periods ended September 30, 2017 and 2016, respectively. The occupancy rate, based on the average available beds at these facilities, was 76% during each of the nine-month periods ended September 30, 2017 and 2016. 2023.

In certain markets in which we operate, the ability of our behavioral health facilities to fully meet the demand for their services has been unfavorably impacted by a shortage of clinicians which includes psychiatrists, nurses and mental health technicians which has, at times, caused the closure of a portion of available bed capacity. As a result, we have instituted certain initiatives at the impacted facilities designed to enhance recruitment and retention of clinical staff. Although we believe the impact on these facilities is temporary, we can provide no assurance that these factors will not continue to unfavorably impact our patient volumes.

All Behavioral Health Care ~~Facilities~~Services

The following table summarizes the results of operations for all our behavioral health care services during the ~~three and nine-month~~three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016.~~2023. These amounts include: (i) our behavioral health care results on a ~~same facility~~Same Facility basis, as indicated above; (ii) the impact of provider tax assessments which increased net revenues and other operating expenses but had no impact on

income before income taxes, and; (iii) certain other amounts including the results of facilities acquired or opened during the past twelve months including the behavioral health care facilities acquired in the U.K. in connection with our acquisition of Cambian Group, PLC’s adult services division which was acquired in late December, 2016.year. Dollar amounts below are reflected in thousands.

	Three months ended September 30, 2017					Three months ended September 30, 2016					Nine months ended September 30, 2017					Nine months ended September 30, 2016
	Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues			Three months ended March 31, 2024						Three months ended March 31, 2023
Net revenues before provision for doubtful accounts	$	1,249,585				$	1,182,041				$	3,769,879				$	3,576,957
Less: Provision for doubtful accounts		25,037					28,161					84,649					87,276
																					Amount			% of Net Revenues			Amount			% of Net Revenues
Net revenues		1,224,548		100.0	%		1,153,880		100.0	%		3,685,230		100.0	%		3,489,681		100.0	%	$	1,656,067			100.0	%	$	1,490,489			100.0	%
Operating charges:
Salaries, wages and benefits		632,492		51.7	%		571,070		49.5	%		1,869,170		50.7	%		1,703,222		48.8	%		872,196			52.7	%		809,786			54.3	%
Other operating expenses		261,959		21.4	%		242,949		21.1	%		784,678		21.3	%		720,678		20.7	%		347,268			21.0	%		305,232			20.5	%
Supplies expense		50,947		4.2	%		49,244		4.3	%		149,967		4.1	%		146,244		4.2	%		56,924			3.4	%		52,488			3.5	%
Depreciation and amortization		38,574		3.2	%		33,584		2.9	%		113,083		3.1	%		101,003		2.9	%		47,872			2.9	%		45,619			3.1	%
Lease and rental expense		11,475		0.9	%		11,098		1.0	%		33,993		0.9	%		33,216		1.0	%		11,518			0.7	%		10,668			0.7	%
Subtotal-operating expenses		995,447		81.3	%		907,945		78.7	%		2,950,891		80.1	%		2,704,363		77.5	%		1,335,778			80.7	%		1,223,793			82.1	%
Income from operations		229,101		18.7	%		245,935		21.3	%		734,339		19.9	%		785,318		22.5	%		320,289			19.3	%		266,696			17.9	%
Interest expense, net		428		0.0	%		420		0.0	%		1,590		0.0	%		1,302		0.0	%		1,027			0.1	%		1,211			0.1	%
Other (income) expense, net																						(676	)		(0.0	)%		(871	)		(0.1	)%
Income before income taxes	$	228,673		18.7	%	$	245,515		21.3	%	$	732,749		19.9	%	$	784,016		22.5	%	$	319,938			19.3	%	$	266,356			17.9	%

Three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016:~~2023:

During the three-month period ended ~~September 30, 2017,~~March 31, 2024, as compared to the comparable prior year quarter, net revenues generated from our behavioral health services increased ~~$71~~by $166 million, or ~~6.1% due to: (i)~~11.1%. The increase was primarily attributable to the above-mentioned ~~$20~~$153 million, or ~~1.8%~~10.4%, increase in net revenues at our behavioral health facilities, on a ~~same facility~~Same Facility basis, ~~and; (ii) $51~~as well as a $10 million ofincrease in provider tax assessments (which had no impact on income before income taxes since the amounts offset between net revenues and other combined net increases consisting primarily of the revenues generated at the facilities acquired in the U.K. in late December 2016 in connection with our acquisition of Cambian Group, PLC’s adult services division. operating expenses).

Income before income taxes ~~decreased $17~~increased by $54 million, or 7%20%, to ~~$229~~$320 million or ~~18.7% of net revenues during the third quarter of 2017 as compared to $246 million or 21.3% during the third quarter of 2016. Included in these results are the following:~~

~~a $21 million decrease at our behavioral health care facilities on a same facility basis, as discussed above, and;~~

other combined net increase of $4 million consisting primarily of the income generated during the third quarter of 2017 at the facilities acquired in the Cambian Group, PLC’s adult services transaction in December, 2016.

~~Nine-month periods ended September 30, 2017 and 2016:~~

During the nine-month period ended September 30, 2017, as compared to the comparable prior year period, net revenues generated from our behavioral health services increased $196 million or 5.6% due to: (i) the above-mentioned $61 million or 1.8% increase in net revenues on a same facility basis, and; (ii) $135 million of other combined net increases consisting primarily of the revenues generated at the facilities acquired in the U.K. in late December 2016 in connection with our acquisition of Cambian Group, PLC’s adult services division.

~~Income before income taxes decreased $51 million, or 7%, to $733 million or 19.9%~~19.3% of net revenues during the first ~~nine months~~quarter of ~~2017~~2024, as compared to ~~$784~~$266 million or ~~22.5%~~17.9% of net revenues during ~~comparable period~~the first quarter of ~~2016. Included~~2023. The increase in ~~these results are the following:~~

~~a $52 million decrease~~income before income taxes at our behavioral health ~~care~~facilities during the first quarter of 2024, as compared to the comparable quarter of 2023, was primarily attributable to the $52 million, or 20% increase in income before income taxes generated at our behavioral health facilities, on a ~~same facility~~Same Facility basis, as discussed ~~above;~~above.

~~a $13~~During the three-month period ended March 31, 2024, as compared to the comparable quarter of 2023, salaries, wages and benefits expense increased by $62 million ~~decrease~~or 7.7%. The increase was due ~~to: (i) a prior year, Medicaid disproportionate share hospital revenue adjustment~~primarily to the above-mentioned $60 million increase related to our behavioral health facilities, on a ~~certain state recorded during the second quarter of 2017 ($7 million), and; (ii)~~Same Facility basis.

Other operating expenses increased ~~professional and general liability expense relating to prior years that was recorded during the second quarter of 2017, based upon a reserve analysis ($6 million), and;~~

~~other combined net increase of $14~~by $42 million, ~~consisting primarily of the income generated~~or 13.8%, during the first ~~nine months~~quarter of ~~2017 at~~2024, as compared to the comparable quarter of 2023. The increase was due primarily to the above-mentioned $34 million increase related to our behavioral health facilities, ~~acquired~~on a Same Facility basis, as well as a $10 million increase in provider tax assessments.

Supplies expense increased $4 million, or 8.5%, during the ~~Cambian Group, PLC’s adult services transaction in December, 2016.~~first quarter of 2024, as compared to the comparable quarter of the 2023. As a percentage of net revenues during each quarter, supplies expense decreased to 3.4% during the first quarter of 2024, as compared to 3.5% during the comparable quarter of 2023.

Please see Results of Operations - Clinical Staffing, Physician Related Expenses and Effects of Inflation above for additional disclosure regarding the factors impacting our operating costs.

Sources of Revenue

Overview: We receive payments for services rendered from private insurers, including managed care plans, the federal government under the Medicare program, state governments under their respective Medicaid programs and directly from patients.

Hospital revenues depend upon inpatient occupancy levels, the medical and ancillary services and therapy programs ordered by physicians and provided to patients, the volume of outpatient procedures and the charges or negotiated payment rates for such services. Charges and reimbursement rates for inpatient routine services vary depending on the type of services provided (e.g., medical/surgical, intensive care or behavioral health) and the geographic location of the hospital. Inpatient occupancy levels fluctuate for various reasons, many of which are beyond our control. The percentage of patient service revenue attributable to outpatient services has generally increased in recent years, primarily as a result of advances in medical technology that allow more services to be provided on an outpatient basis, as well as increased pressure from Medicare, Medicaid and private insurers to reduce hospital stays and provide services, where possible, on a less expensive outpatient basis. We believe that our experience with respect to our increased outpatient levels mirrors the general trend occurring in the health care industry and we are unable to predict the rate of growth and resulting impact on our future revenues.

Patients are generally not responsible for any difference between customary hospital charges and amounts reimbursed for such services under Medicare, Medicaid, some private insurance plans, and managed care plans, but are responsible for services not covered by such plans, exclusions, deductibles or co-insurance features of their coverage. The amount of such exclusions, deductibles and co-insurance has generally been increasing each year. Indications from recent federal and state legislation are that this trend will continue. Collection of amounts due from individuals is typically more difficult than from governmental or business payers which unfavorably impacts the collectability of our patient accounts.

Sources of Revenues and Health Care Reform: Given increasing budget deficits, the federal government and many states are currently considering additional ways to limit increases in levels of Medicare and Medicaid funding, which could also adversely affect future payments received by our hospitals. In addition, the uncertainty and fiscal pressures placed upon the federal government as a result of, among other things, impacts on state revenue and expenses resulting from the COVID-19 pandemic, economic recovery stimulus packages, responses to natural disasters, and the federal and state budget ~~deficit~~deficits in

general may affect the availability of ~~federal~~government funds to provide additional relief in the future. We are unable to predict the effect of future policy changes on our operations.

In ~~March,~~ 2010, ~~the Health Care and Education Reconciliation Act of 2010 (H.R. 4872, P.L. 111-152), (the “Reconciliation Act”) and~~ the Patient Protection and Affordable Care Act, ~~(P.L. 111-148), (the “ACA”~~as amended by the Health and Education Reconciliation Act (collectively, the “Legislation”), was enacted and its two primary goals were ~~enacted into law and created significant changes~~ to ~~health insurance~~provide for increased access to coverage for ~~U.S. citizens as well as material revisions~~healthcare and to reduce healthcare-related expenses. The Legislation revised reimbursement under the ~~federal~~ Medicare and ~~state~~ Medicaid ~~programs. Medicare,~~programs to emphasize the efficient delivery of high-quality care and contains a number of incentives and penalties under these programs to achieve these goals. The Legislation provides for reductions to Medicaid ~~and other health care industry changes~~DSH payments which are scheduled to begin in 2025.

A 2012 U.S. Supreme Court ruling limited the federal government’s ability to expand health insurance coverage by holding unconstitutional sections of the Legislation that sought to withdraw federal funding for state noncompliance with certain Medicaid coverage requirements. Pursuant to that decision, the federal government may not penalize states that choose not to participate in the Medicaid expansion by reducing their existing Medicaid funding. Therefore, states can choose to expand or not to expand their Medicaid program without risking the loss of federal Medicaid funding. As a result, many states, including Texas, have not expanded their Medicaid programs without the threat of loss of federal funding. CMS has previously granted section 1115 demonstration waivers providing for work and community engagement requirements for certain Medicaid eligible individuals. CMS has also released guidance to states interested in receiving their Medicaid funding through a block grant mechanism. The Biden administration withdrew certain previously issued section 1115 demonstrations aligned with these policies, but Georgia has imposed work and community engagement requirements under a Medicaid demonstration program that launched July 1, 2023. If additional section 1115 demonstrations that include work and community requirements are implemented, we anticipate that they would lead to reductions in coverage and likely increases in uncompensated care in those states where these demonstration waivers are granted.

On December 14, 2018, a Texas Federal District Court deemed the Legislation to be ~~implemented at various times during this decade are noted below.~~

~~Initiatives to repeal~~unconstitutional in its entirety. The Court concluded that the ~~ACA, in whole or in part, to delay elements of implementation or funding, and to offer amendments or supplements to modify its provisions, have been persistent and may increase~~Individual Mandate is no longer permissible under Congress’s taxing power as a result of the ~~2016 election.~~Tax Cut and Jobs Act of 2017 (“TCJA”) reducing the individual mandate’s tax to $0 (i.e., it no longer produces revenue, which is an essential feature of a tax), rendering the Legislation unconstitutional. The ~~ultimate outcomes~~Court also held that because the individual mandate is “essential” to the Legislation and is inseverable from the rest of the law, the entire Legislation is unconstitutional. That ruling was ultimately appealed to the United States Supreme Court, which decided in California v. Texas that the plaintiffs in the matter lacked standing to bring their constitutionality claims. The Court did not reach the plaintiffs’ merits arguments, which specifically challenged the constitutionality of the Legislation’s individual mandate and the entirety of the Legislation itself. As a result, the Legislation will continue to be law, and HHS and its respective agencies will continue to enforce regulations implementing the law. However, on September 7, 2022, the Legislation faced its most recent challenge when a Texas Federal District Court judge, in the case of Braidwood Management v. Becerra, ruled that a requirement that certain health plans cover services without cost sharing violates the Appointments Clause of the U.S. Constitution and that the coverage of certain HIV prevention medication violates the Religious Freedom Restoration Act. The government has appealed the decision to the U.S. Circuit Court of Appeals for the Fifth Circuit.

The Legislation also contained provisions aimed at reducing fraud and abuse in healthcare. The Legislation amends several existing laws, including the federal Anti-Kickback Statute and the False Claims Act, making it easier for government agencies and private plaintiffs to prevail in lawsuits brought against healthcare providers. While Congress had previously revised the intent requirement of the Anti-Kickback Statute to provide that a person is not required to “have actual knowledge or specific intent to commit a violation of” the Anti-Kickback Statute in order to be found in violation of such law, the Legislation also provides that any claims for items or services that violate the Anti-Kickback Statute are also considered false claims for purposes of the federal civil False Claims Act. The Legislation provides that a healthcare provider that retains an overpayment in excess of 60 days is subject to the federal civil False Claims Act. In December, 2022, CMS proposed to change the standard for identification of an overpayment and would require the report and return of an overpayment if a provider or supplier has actual knowledge of the existence of an overpayment or acts in reckless disregard or deliberate ignorance of an overpayment. The Legislation also expands the Recovery Audit Contractor program to Medicaid. These amendments also make it easier for severe fines and penalties to be imposed on healthcare providers that violate applicable laws and regulations.

We have partnered with local physicians in the ownership of certain of our facilities. These investments have been permitted under an exception to the physician self-referral law. The Legislation permits existing physician investments in a hospital to continue under a “grandfather” clause if the arrangement satisfies certain requirements and restrictions, but physicians are prohibited from increasing the aggregate percentage of their ownership in the hospital. The Legislation also imposes certain compliance and disclosure requirements upon existing physician-owned hospitals and restricts the ability of physician-owned hospitals to expand the capacity of their facilities. As discussed below, should the Legislation be repealed in its entirety, this aspect of the Legislation would also be repealed restoring physician ownership of hospitals and expansion right to its position and practice as it existed prior to the Legislation.

In addition to legislative ~~attempts~~changes, the Legislation can be significantly impacted by executive branch actions. President Biden has taken executive actions that will strengthen the Legislation and may reverse the policies of the prior administration. To date, the Biden administration has issued executive orders implementing a special enrollment period permitting individuals to ~~repeal or amend~~enroll in health plans outside of the annual open enrollment period and reexamining policies that may undermine the ACA or the Medicaid program. The American Rescue Plan Act of 2021's expansion of subsidies to purchase coverage through an exchange contributed to increased exchange enrollment in 2021. The IRA’s extension of the subsidies through 2025 is expected to increase exchange enrollment in future years. The recent COVID-19 pandemic and ~~legal challenges~~related U.S. National Emergency declaration may significantly increase the number of uninsured patients treated at our facilities extending beyond the most recent CBO published estimates due to ~~the ACA are unknown. Recent Congressional~~increased unemployment and ~~Presidential election results created a political environment in which there have been repeated attempts to repeal or replace substantial~~loss of group health plan health insurance coverage. It is also anticipated that these policies may create additional cost and reimbursement pressures on hospitals.

It remains unclear what portions of the ~~ACA. In May, 2017, the U.S. House of Representatives voted to adopt legislation (the “AHCA”) to replace portions of the ACA. The legislation featured provisions that would~~Legislation may remain, or whether any replacement or alternative programs may be created by any future legislation. Any such future repeal or replacement may have in material part (i) eliminated the individual and large employer mandates to obtain or provide health insurance coverage, respectively; (ii) permitted insurers to impose a surcharge up to 30 percent on individuals who go uninsured for more than two months and then purchase coverage; (iii) provided tax credits towards the purchase of health insurance, with a phase-out of tax credits according to income level; (iv) expanded health savings accounts; (v) imposed a per capita cap on federal funding of state Medicaid programs, or, if elected by a state, transitioned federal funding to a block grant; and (vi) permitted states to seek a waiver of certain federal requirements that would have allowed such states to define essential health benefits differently from federal standards and that would allow certain commercial health plans to take health status, including pre-existing conditions, into account in setting premiums. Between June and September, 2017, the U.S. Senate evaluated various forms of proposed legislation substantially similar to the AHCA. The most recently evaluated healthcare bill would have provided block grants to state to use for health care, repealed the expansion of Medicaid under the ACA, and eliminated the tax credits that assist people purchasing insurancesignificant impact on the ~~ACA exchanges. As of~~reimbursement for healthcare services generally, and may create reimbursement for services competing with the date of this report, the U.S. Senate has not passed any of the various proposed amended forms of healthcare legislation. It is uncertain when or if any other bills similar to the AHCA or other bills amending or repealing all or portions of the ACA will be enacted. Effective September 30, 2017, the U.S. Senate lost the ability to adopt healthcare legislationservices offered by simple majority under reconciliation without another vote approving that process. However, Congress may seek to include legislative provisions similar to those adopted in the AHCA and as otherwise described herein in the fiscal year 2018 budget resolution or other omnibus legislation.

On October 11, 2017, President Trump signed an executive order directing the formation of association health plans that would be exempt from certain ACA requirements such as the essential health benefits mandate. The executive order also: (i) provides for expanded access to short-term health plans that are limited under the ACA; (ii) seeks to expand how workers use employer-funded accounts to purchase their own policies, and; (iii) calls for an analysis of ways to limit consolidation within the insurance and health care industries. Additionally, on October 12, 2017, President Trump announced that ACA cost-sharing reduction payments will no longer be made to insurers. Cost sharing reduction payments help offset deductibles and other out-of-pocket expenses for exchange health insurance coverage for approximately seven million individuals earning up to 250 percent of the federal poverty level. The Congressional Budget Office previously reported that if cost sharing reduction payments were to end, premiums for silver-level plans would increase by 20% in 2018. Eighteen states and the District of Columbia filed suit in the U.S. District Court for the Northern District of California challenging the Administration’s action and asking the court to issue a preliminary injunction, which was subsequently denied by the court, mandating that the Administration continue to make cost sharing reduction payments. The Senate Committee on Health, Education, Labor, and Pensions announced a bipartisan proposal intended to continue cost sharing reduction payments, but no such legislation has been passed to date. Thereour hospitals. Accordingly, there can be no assurance that if the adoption of any ~~of the announced~~future federal or ~~proposed changes described above are implemented there~~state healthcare reform legislation will not behave a negative financial impact on our hospitals, ~~which material effects may include a potential decrease in the market for health care services or a decrease in our hospitals’~~including their ability to ~~receive reimbursement for health care~~compete with alternative healthcare services ~~provided which could result in a material adverse effect on our financial condition and results of operations.~~

The following table shows the approximate percentages of net patient revenue for the three and nine-month periods ended September 30, 2017 and 2016 presented on: (i) a combined basis for both our acute care and behavioral health facilities; (ii)funded by such potential legislation, or for our acute care facilities only, and; (iii) for our behavioral health facilities only. Net patient revenue is defined as revenue from all sources after deducting contractual allowances and discounts from established billing rates, which we derived from various sources ofhospitals to receive payment for services.

For additional disclosure related to our revenues including a disaggregation of our consolidated net revenues by major source for each of the periods ~~indicated.~~presented herein, please see Note 12 to the Consolidated Financial Statements-Revenue.

Acute Care and Behavioral Health
Facilities Combined

Percentage of Net
Patient Revenues

Percentage of Net
Patient Revenues

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Third Party Payors:

Medicare

20
%

20
%

20
%

20
%
Medicaid

11
%

12
%

11
%

12
%
Managed Care (HMO and PPOs)

57
%

56
%

56
%

56
%
Other Sources

12
%

12
%

13
%

12
%
Total

100
%

100
%

100
%

100
%

Acute Care Facilities

Percentage of Net
Patient Revenues

Percentage of Net
Patient Revenues

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Third Party Payors:

Medicare

25
%

25
%

25
%

25
%
Medicaid

7
%

7
%

7
%

7
%
Managed Care (HMO and PPOs)

65
%

64
%

64
%

64
%
Other Sources

3
%

4
%

4
%

4
%
Total

100
%

100
%

100
%

100
%

Behavioral Health Facilities

Percentage of Net
Patient Revenues

Percentage of Net
Patient Revenues

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Third Party Payors:

Medicare

14
%

16
%

14
%

15
%
Medicaid

14
%

16
%

15
%

16
%
Managed Care (HMO and PPOs)

48
%

49
%

48
%

48
%
Other Sources

24
%

19
%

23
%

21
%
Total

100
%

100
%

100
%

100
%

Medicare: Medicare is a federal program that provides certain hospital and medical insurance benefits to persons aged 65 and over, some disabled persons and persons with end-stage renal disease. All of our acute care hospitals and many of our behavioral health centers are certified as providers of Medicare services by the appropriate governmental authorities. Amounts received under the Medicare program are generally significantly less than a hospital’s customary charges for services provided. Since a substantial portion of our revenues will come from patients under the Medicare program, our ability to operate our business successfully in the future will depend in large measure on our ability to adapt to changes in this program.

Under the Medicare program, for inpatient services, our general acute care hospitals receive reimbursement under the inpatient prospective payment system (“IPPS”). Under the IPPS, hospitals are paid a predetermined fixed payment amount for each hospital discharge. The fixed payment amount is based upon each patient’s Medicare severity diagnosis related group (“MS-DRG”). Every MS-DRG is assigned a payment rate based upon the estimated intensity of hospital resources necessary to treat the average patient with that particular diagnosis. The MS-DRG payment rates are based upon historical national average costs and do not consider the actual costs incurred by a hospital in providing care. This MS-DRG assignment also affects the predetermined capital rate paid with each MS-DRG. The MS-DRG and capital payment rates are adjusted annually by the predetermined geographic adjustment factor for the geographic region in which a particular hospital is located and are weighted based upon a statistically normal distribution of severity. While we generally will not receive payment from Medicare for inpatient services, other than the MS-DRG payment, a hospital may qualify for an “outlier” payment if a particular patient’s treatment costs are extraordinarily high and exceed a specified threshold. MS-DRG rates are adjusted by an update factor each federal fiscal year, which begins on October 1. The index used to adjust the MS-DRG rates, known as the “hospital market basket index,” gives consideration to the inflation experienced by hospitals in purchasing goods and services. Generally, however, the percentage increases in the MS-DRG payments have been lower than the projected increase in the cost of goods and services purchased by hospitals.

In ~~August, 2017,~~April, 2024, CMS published its IPPS ~~2018 final~~2025 proposed payment rule which provides for a ~~2.9% market basket increase to the base~~

Medicare MS-DRG blended rate. When statutorily mandated budget neutrality factors, annual geographic wage index updates, documenting and coding adjustments and Health Care Reform mandated adjustments are considered, without consideration for the decreases related to the required Medicare Disproportionate Share Hospital (“DSH”) payment changes and increase to the Medicare Outlier threshold, the overall increase in IPPS payments would approximate 2.3%. Including the estimated decrease to our DSH payments (approximating 0.1%) and certain other adjustments, we estimate our overall increase from the final IPPS 2018 rule (covering the period of October 1, 2017 through September 30, 2018) will approximate 1.8%. This projected impact from the IPPS 2018 final rule includes an increase of approximately 0.5% to partially restore cuts made as a result of the American Taxpayer Relief Act of 2012, as required by the 21st Century Cures Act but excludes the impact of the sequestration reductions related to the Budget Control Act of 2011, and Bipartisan Budget Act of 2015, as discussed below. CMS will also begin using uncompensated care data from the 2014 hospital cost report Worksheet S-10, one-third weighting as part of the proxy methodology to allocate approximately $7 billion in the DSH Uncompensated Care Pool. This final rule change will result in wide variations among all hospitals nationwide in the distribution of these DSH funds compared to previous years. As a result of this final change by CMS, we could incur a material decrease in our DSH payments in federal fiscal year 2019 and forward if CMS increases the weighting of the Worksheet S-10 data in the DSH Pool allocation methodology.

~~In August, 2016, CMS published its IPPS 2017 final payment rule which provides for a 2.7%~~2.6 % market basket increase to the base Medicare MS-DRG blended rate. When statutorily mandated budget neutrality factors, annual geographic wage index updates, documenting and coding adjustments, and ~~Health Care Reform~~adjustments mandated ~~adjustments~~by the Legislation are considered, without consideration for the ~~decreases related to the~~ required Medicare DSH ~~payment~~payments changes and increase to the Medicare Outlier threshold, the overall increase in IPPS payments ~~would approximate 0.95%~~is approximately 1.9%. Including ~~the estimated decreases to our~~ DSH payments, ~~(approximating -0.8%)~~an increase to the Medicare Outlier threshold and certain other adjustments, we estimate our overall ~~decrease~~increase from the ~~final~~proposed IPPS ~~2017~~2025 rule (covering the period of October 1, ~~2016~~2024 through September 30, ~~2017)~~2025) will approximate ~~-0.2%~~2.3%. This projected impact from the IPPS 2017 final rule includes both the impact of the American Taxpayer Relief Act of 2012 documentation and coding adjustment and the required changes to the DSH payments related to the traditional Medicare fee for service, however, it excludes the impact of the sequestration reductions related to the Budget Control Act of 2011, and Bipartisan Budget Act of 2015, as discussed below.

In ~~July, 2015,~~August, 2023, CMS published its IPPS ~~2016~~2024 final payment rule which ~~provided~~provides for a ~~2.4%~~3.1% market basket increase to the base Medicare MS-DRG blended rate. When statutorily mandated budget neutrality factors, annual geographic wage index updates

(including a change in the Medicare Rural Floor calculation), documenting and coding adjustments, and adjustments mandated by the Legislation are considered, without consideration for the required Medicare DSH payments changes and increase to the Medicare Outlier threshold, the overall increase in IPPS payments is approximately 6.6%. Including DSH payments, an increase to the Medicare Outlier threshold and certain other adjustments, we estimate our overall increase from the final IPPS 2024 rule (covering the period of October 1, 2023 through September 30, 2024) will approximate 5.4%.

In August, 2022, CMS published its IPPS 2023 final payment rule which provides for a 4.1% market basket increase to the base Medicare MS-DRG blended rate. When statutorily mandated budget neutrality factors, annual geographic wage index updates, documenting and coding adjustments, and ~~Health Care Reform~~adjustments mandated ~~adjustments~~by the Legislation are considered, without consideration for the ~~decreases related to the~~ required Medicare DSH ~~payment~~payments changes and ~~decrease~~increase to the Medicare Outlier threshold, the overall increase in IPPS payments ~~approximated 1.1%~~is approximately 4.6.%. Including ~~the decreases to our Medicare~~ DSH payments, ~~(approximating 1.6%)~~an increase to the Medicare Outlier threshold and certain other adjustments, we estimate our overall ~~decrease~~increase from the final IPPS ~~2016~~2023 rule (covering the period of October 1, ~~2015~~2022 through September 30, ~~2016) was approximately -0.1%~~2023) will approximate 4.4%. ~~The~~This projected impact from the IPPS ~~2016~~2023 final rule includes ~~both the impact~~an increase of approximately 0.5% to partially restore cuts made as a result of the American Taxpayer Relief Act of 2012 ~~documentation and coding adjustment and~~(“ATRA”), as required by the ~~required changes to the DSH payments related to the traditional Medicare fee for service, however, it~~21st Century Cures Act, but excludes the impact of the sequestration reductions related to the 2011 Act, Bipartisan Budget ~~Control~~ Act of ~~2011,~~2015, and Bipartisan Budget Act of ~~2015, as discussed below.~~2018.

In ~~August, 2013, CMS published its final IPPS 2014 payment rule which expanded~~June, 2019, the Supreme Court of the United States issued a decision favorable to hospitals impacting prior year Medicare DSH payments (Azar v. Allina Health Services, No. 17-1484 (U.S. Jun. 3, 2019)). In Allina, the hospitals challenged the Medicare DSH adjustments for federal fiscal year 2012, specifically challenging CMS’s ~~policy under which it defines inpatient admissions~~decision to include inpatient hospital days attributable to Medicare Part C enrollee patients in the ~~use~~numerator and denominator of ~~an objective~~the Medicare/SSI fraction used to calculate a hospital’s DSH payments. This ruling addresses CMS’s attempts to impose the policy espoused in its vacated 2004 rulemaking to a fiscal year in the 2004–2013 time ~~of care standard. Specifically, it would~~period without using notice-and-comment rulemaking. This decision should require ~~Medicare’s external review contractors~~CMS to ~~presume that hospital inpatient admissions are reasonable and necessary when beneficiaries receive a physician order for admission and receive medically necessary services~~recalculate hospitals’ DSH Medicare/SSI fractions, with Medicare Part C days excluded, for at least ~~two midnights (the “Two Midnight” rule).~~federal fiscal year 2012, but likely federal fiscal years 2005 through 2013. In ~~October, 2015 as part~~August, 2020, CMS issued a rule that proposed to retroactively negate the effects of the ~~2016~~aforementioned Supreme Court decision, which rule has yet to be finalized. Although we can provide no assurance that we will ultimately receive additional funds, we estimate that the favorable impact of this court ruling on certain prior year hospital Medicare Outpatient Prospective Payment System (“OPPS”) final rule (additional related disclosure below), CMS will allow payment for one-midnight stays under the Medicare Part A benefit on a case-by case basis for rare and unusual exceptions based the presence of certain clinical factors. CMS also announcedDSH payments could range between $18 million to $28 million in the final rule that, effective October 1, 2015, Quality Improvement Organizations (“QIOs”) will conduct reviews of short inpatient stay reviews rather than Medicare Administrative Contractors. Additionally, CMS also announced that Recovery Audit Contractors (“RACs”) resumed patient status reviews for claims with admission dates of January 1, 2016 or later, and the agency indicates that RACs will conduct these reviews focused on providers with high denial rates that are referred by the QIOs. In its IPPS 2017 final payment rule, CMS: (i) reversed the Two-Midnight rule’s 0.2% reduction in hospital payments, and; (ii) implemented a temporary one-time increase of 0.8% in FFY2017 payments to offset cuts in the preceding fiscal years affected by the prior 0.2% reduction.aggregate.

~~In August,~~The 2011 ~~the Budget Control~~ Act ~~of 2011 (the “2011 Act”) was enacted into law. Included in this law are~~included the imposition of annual spending limits for most federal agencies and programs aimed at reducing budget deficits by $917 billion between 2012 and 2021, according to a report released by the Congressional Budget Office. Among its other provisions, the law established a bipartisan Congressional committee, known as the Joint Committee, which was responsible for developing recommendations aimed at reducing future federal budget deficits by an additional $1.5 trillion over 10 years. The Joint Committee was unable to reach an agreement by the November 23, 2011 deadline and, as a result, across-the-board cuts to discretionary, national defense and Medicare spending were implemented on March 1, 2013 resulting in Medicare payment reductions of up to 2% per fiscal year. Subsequent legislation has extended this sequestration through 2032. The ~~Bipartisan Budget~~CARES Act, as amended, temporarily suspended or limited the application of ~~2015, enacted on November 2, 2015, continued~~this sequestration from May 1, 2020 through June 30, 2022, with a return to the full 2% ~~reductions to~~ Medicare ~~reimbursement imposed under the 2011 Act.~~ payment reduction thereafter.

On January 2, 2013 ATRA was enacted which, among other things, includes a requirement for CMS to recoup $11 billion from hospitals from Medicare IPPS rates during federal fiscal years 2014 to 2017. The recoupment relates to IPPS documentation and coding adjustments for the period 2008 to 2013 for which adjustments were not previously applied by CMS. Both the 2014 and 2015 IPPS final rules include a -0.8% recoupment adjustment. CMS has included the same 0.8% recoupment adjustment in fiscal year 2016, a 1.5% recoupment adjustment in federal fiscal year 2017, and a 0.45% positive adjustment in fiscal year 2018 in order to recover the entire $11 billion. This adjustment is reflected in the IPPS estimated impact amounts noted above. On April 16, 2015, the Medicare Access and CHIP Reauthorization Act of 2015 was enacted and an anticipated 3.2% payment increase in 2018 is scheduled to be phased in at approximately 0.5% per year over 6 years beginning in fiscal year 2018.

Inpatient services furnished by psychiatric hospitals under the Medicare program are paid under a Psychiatric Prospective Payment System (“Psych PPS”). Medicare payments to psychiatric hospitals are based on a prospective per diem rate with adjustments to account for certain facility and patient characteristics. The Psych PPS also contains provisions for outlier payments and an adjustment to a psychiatric hospital’s base payment if it maintains a full-service emergency department.

In ~~August, 2017,~~March, 2024, CMS published its Psych PPS proposed rule for the federal fiscal year 2025. Under this proposed rule, payments to our behavioral health care hospitals and units from the market basket update are estimated to increase by 2.7% compared to federal fiscal year 2024. This amount includes the effect of the 3.1% net market basket update which reflects the offset of a 0.4% productivity adjustment. When all of the proposed patient level adjustments described below as well as proposed wage index values are considered, the Company projects Psych PPS payments to increase by 2.1% in FFY 2025.

In addition to the market basket update noted above, CMS is proposing to:

•

Make revisions to the methodology for determining the payment rates under the IPF PPS for psychiatric hospitals and psychiatric units based on a review of the data and information collected in prior years in accordance with section 1886(s)(5)(A) of the Social Security Act, as added by the CAA of 2023. CMS is proposing revisions to the IPF patient-level adjustment factors. The patient-level adjustments include Medicare Severity Diagnosis Related Groups (MS–DRGs) assignment of the patient’s principal diagnosis, selected comorbidities, patient age, and the variable per diem adjustments, and;

•

Implement these revisions in a budget-neutral manner (that is, estimated payments to IPFs for FFY 2025 would be the same with or without the proposed revisions).

This proposed rule also includes two requests for information on future revisions to the IPF PPS facility-level adjustment factors and development of the new standardized IPF Patient Assessment Instrument (IPF-PAI), required by the CAA of 2023, which IPFs participating in the IPF Quality Reporting (IPFQR) Program will be required to report for Rate Year 2028.

In July, 2023, CMS published its Psych PPS final rule for the federal fiscal year ~~2018.~~2024. Under this final rule, payments to our ~~psychiatric~~behavioral health care hospitals and units are estimated to increase by ~~1.25%~~3.3% compared to federal fiscal year ~~2017.~~2023. This amount includes the effect of the ~~2.6%~~3.5% net market basket update ~~less~~which reflects the offset of a ~~0.75% adjustment as required by the ACA and a 0.6%~~0.2% productivity adjustment.

In July, ~~2016,~~2022, CMS published its Psych PPS final rule for the federal fiscal year ~~2017.~~2023. Under this final rule, payments to ~~psychiatric~~our behavioral health care hospitals and units are estimated to increase by ~~2.3%~~3.8% compared to federal fiscal year ~~2016.~~2022. This amount includes the effect of the ~~2.8%~~4.1% net market basket update ~~less~~which reflects the offset of a ~~0.2%~~0.3% productivity adjustment.

On November 2, 2023, in light of the Supreme Court’s decision in American Hospital Association v. Becerra (142 S. Ct. 1896 (2022)) and the district court’s remand to the agency, CMS issued a final rule outlining the remedy for the 340B-acquired drug payment policy for calendar years 2018-2022. CMS published the final rule to remedy the payment rates the Court held were invalid aspects of their past policy and will affect nearly all hospitals paid under the OPPS. As part of the final remedy, CMS will make an adjustment to the update factor to maintain budget neutrality as required by statute. CMS finalized the ~~ACA~~340B policy for calendar year 2018 in 2017 in a budget neutral manner that included increasing payments for non-drug items and ~~a 0.3% productivity adjustment.~~

~~In July, 2015,~~services; this payment increase was in effect from calendar years 2018 through 2022. CMS ~~published its Psych PPS final rule~~estimates that hospitals were paid $7.8 billion more for non-drug items and services during this time period than they would have been paid in the ~~federal fiscal year 2016. Under this final rule,~~absence of the 340B payment policy. Because CMS is now making additional payments to ~~psychiatric~~affected 340B covered entity hospitals to pay them what they would have been paid had the 340B policy never been implemented, CMS will make a corresponding offset to maintain budget neutrality as if the 340B payment policy had never been in effect. To carry out this required $7.8 billion budget neutrality adjustment, CMS will reduce future non-drug item and ~~units increased~~service payments by adjusting the OPPS conversion factor by minus 0.5% starting in calendar year 2026 and continuing for 16 years. The impact of this 0.5% reduction on our 2026 results of operations is approximately 1.7% compared to federal fiscal year 2015. This amount includes the effect of the 2.4% market basket update less a 0.2% adjustment as required by the ACA and a 0.5% productivity adjustment. The final rule also updates the Inpatient Psychiatric Quality Reporting Program, which requires psychiatric facilities to report on quality measures or incur a reduction in their annual payment update.$4 million.

In November, ~~2017,~~2023, CMS ~~published~~issued its OPPS final rule for ~~2018.~~2024. The hospital market basket increase is ~~2.7%. The Medicare statute requires a~~3.3% and the productivity adjustment reduction ~~of 0.6% and 0.75% reduction to the 2017 OPPS~~is 0.2% for a net market basket ~~resulting in a 2018 OPPS market basket update at 1.35%~~increase of 3.1%. When other statutorily required adjustments and hospital patient service mix are considered, we estimate that our overall Medicare OPPS update for ~~2018~~2024 will aggregate to a net increase of ~~4.2%~~9.7%. This percentage reflects the impact resulting from rural floor changes to the Medicare wage index adjustment factor where certain states, such as California and Nevada, will materially benefit from this change.

In November, 2022, CMS issued its OPPS final rule for 2023. The hospital market basket increase is 4.1% and the productivity adjustment reduction is -0.3% for a net market basket increase of 3.8%. The final rule provides that in light of the Supreme Court decision in American Hospital Association v. Becerra, CMS is applying the default rate, generally average sales price plus 6%, to 340B acquired drugs and biologicals for 2023. CMS stated they will address the remedy for 340B drug payments from 2018-2022 in future rulemaking prior to the CY 2024 OPPS/ASC proposed rule. During the 2018-2022 time period, we recorded an aggregate of approximately $45 million to $50 million of Medicare revenues related to the prior 340B payment policy. When other statutorily required adjustments and hospital patient service mix are considered as well as impact of the aforementioned 340B Program policy change, we estimate that our overall Medicare OPPS update for 2023 will aggregate to a net increase of 0.9% which includes a ~~0.8%~~0.3% increase to behavioral health division partial hospitalization rates. When the behavioral health division’s partial hospitalization rate impact is excluded, we estimate that our Medicare 2018 OPPS payments will result in a 4.8% increase in payment levels for our acute care division, as compared to 2017. Additionally, the Medicare inpatient-only (IPO) list includes procedures that are only paid under the Hospital Inpatient Prospective Payment System. Each year,

On November 2, 2021, CMS uses established criteria to review the IPO list and determine whether or not any procedures should be removed from the list. CMS is removing total knee arthroplasty (TKA) from the IPO list effective January 1, 2018. Additionally, CMS will redistribute $1.6 billion in cost savings within the OPPS system attributable to changes in the federal 340B hospital drug pricing payment methodology in 2018. The impact of these IPO and 340B changes are reflected in the above noted estimated acute care division percentage change in OPPS reimbursement.

~~In November, 2016, CMS published~~issued its OPPS final rule for ~~2017.~~2022. The hospital market basket increase is 2.7%~~. The Medicare statute requires a~~ and the productivity adjustment reduction ~~of 0.3% and 0.75% reduction to the 2017 OPPS~~is -0.7% for a net market basket ~~resulting in a 2017 OPPS market basket update at 1.65%~~increase of 2.0%. When other statutorily required adjustments and hospital patient service mix are considered, we estimate that our overall Medicare OPPS update for ~~2017~~2022 will aggregate to a net increase of ~~1.5%~~2.4% which includes a -1.3% decrease to behavioral health division partial hospitalization rates. When the behavioral health division’s partial hospitalization rate impact is excluded, we estimate that our Medicare 2017 OPPS payments will result in a 2.1% increase in payment levels for our acute care division, as compared to 2016.

In October, 2015, CMS published its OPPS final rule for 2016. The hospital market basket increase is 2.8%. The Medicare statute requires a productivity adjustment reduction of 0.5% and 0.2% reduction to the 2016 OPPS market basket. Additionally, CMS also proposes a reduction of 2.0%, which the CMS claims is necessary to eliminate $1 billion in excess laboratory payments that CMS packaged into OPPS payment rates in 2014 resulting in a 2016 OPPS market basket update at -0.3%. When other statutorily required adjustments and hospital patient service mix are considered, our overall Medicare OPPS update for 2016 aggregated to a net decrease of approximately -0.2% which includes a 7.0%3.0% increase to behavioral health division partial hospitalization rates. ~~When~~

In November, 2019, CMS finalized its Hospital Price Transparency rule that implements certain requirements under the ~~behavioral health division’s partial hospitalization rate impact is excluded, our Medicare 2016 OPPS payments resulted~~June 24, 2019 Presidential Executive Order related to Improving Price and Quality Transparency in American Healthcare to Put Patients First. Under this final rule, effective January 1, 2021, CMS will require: (1) hospitals make public their standard changes (both gross charges and payer-specific negotiated charges) for all items and services online in a ~~-1.6% decrease~~machine-readable format, and; (2) hospitals to make public standard charge data for a limited set of “shoppable services” the hospital provides in ~~payment levels for our acute care division, as compared to 2015.~~

~~In October, 2014,~~a form and manner that is more consumer friendly. On November 2, 2021, CMS ~~published its OPPS~~released a final rule ~~for 2015. The~~increasing the monetary penalty that CMS can impose on hospitals that fail to comply with the price transparency requirements. We believe that our hospitals are in full compliance with the applicable federal regulations. In July, 2023, CMS proposed multiple provisions, effective as of January 1, 2024, focused on increasing hospital ~~market basket increase is 2.9%. The Medicare statute requires~~price transparency and compliance enforcement including but not limited to: (1) standard charges data would be posted online using a ~~productivity adjustment reduction~~CMS template, instead of ~~0.5%~~using the hospital’s own form/format; (2) all standard charge information would be encoded with a specified set of data elements (e.g., hospital name; license number; payer/plan name; description of service; billing codes, among others); (3) other technical changes related to increasing consumers’ automated accessibility to hospital standard charges, and; (4) certifications regarding accuracy of standard charge data and ~~0.2% reduction~~related compliance warning notices from CMS and requiring accessibility to health system leadership regarding transparency noncompliance.

In July, 2023, the ~~2015 OPPS market basket resulting in a 2015 OPPS market basket update at 2.2%. In~~Departments of Labor, Health and Human Services and the ~~final rule, CMS will reduce~~Treasury announced proposed rules that would:

•

Mandate that insurers analyze the ~~2015 Medicare rates for both hospital-based and community~~outcomes of their coverage to ensure there's equivalent access to mental health ~~center partial hospitalization programs. When~~care, including provider networks, prior authorization rates and payment for out-of-network providers, and take action to get in compliance;

•

Establish when health plans can’t use prior authorization or other ~~statutorily required adjustments, hospital~~tactics to make it more difficult to access mental health and substance use treatment;

•

Require additional insurers to comply with the 2008 Mental Health Parity and Addiction Equity Act.

While these proposed rules, if adopted, would likely improve patient ~~service mix~~access to inpatient and outpatient mental health services, we are unable to estimate the ~~aforementioned partial hospitalization rates are considered,~~related potential impact on our ~~overall Medicare OPPS for 2015 aggregated to a net increase~~results of ~~approximately 0.2%. Excluding the behavioral health division partial hospitalization rate impact, our Medicare OPPS payment increase for 2015 was approximately 1.5%.~~operations.

Medicaid: Medicaid is a joint federal-state funded health care benefit program that is administered by the states to provide benefits to qualifying ~~individuals who are unable to afford care.~~individuals. Most state Medicaid payments are made under a PPS-like system, or under programs that negotiate payment levels with individual hospitals. Amounts received under the Medicaid program are generally significantly less than a hospital’s customary charges for services provided. In addition to revenues received pursuant to the Medicare program, we receive a large portion of our revenues either directly from Medicaid programs or from managed care companies managing Medicaid. All of our acute care hospitals and most of our behavioral health centers are certified as providers of Medicaid services by the appropriate governmental authorities.

We receive revenues from various state and ~~county based~~county-based programs, including Medicaid in all the states in which we ~~operate (we~~operate. We receive annual Medicaid revenues ~~in excess~~ of approximately $100 million, ~~annually~~or greater, from each of Texas, Nevada, California, ~~Nevada,~~Illinois, Pennsylvania, Kentucky, Washington, D.C., ~~Pennsylvania, Illinois,~~Massachusetts, Florida, Mississippi and ~~Massachusetts); CMS-approved Medicaid supplemental programs in certain states including Texas, Mississippi, Illinois, Oklahoma, Nevada, Arkansas, California and Indiana, and; state~~Virginia. We also receive Medicaid disproportionate share hospital payments in certain states including, ~~Texas and South Carolina.~~most significantly, Texas. We are therefore particularly sensitive to potential reductions in Medicaid and other ~~state based~~state-based revenue programs as well as regulatory, economic, environmental and competitive changes in those states. We can provide no assurance that reductions to revenues earned pursuant to these programs, particularly in the above-mentioned states, will not have a material adverse effect on our future results of operations.

The ~~ACA~~Legislation substantially increases the federally and state-funded Medicaid insurance program, and authorizes states to establish federally subsidized non-Medicaid health plans for low-income residents not eligible for Medicaid starting in 2014. However, the Supreme Court has struck down portions of the ~~ACA~~Legislation requiring states to expand their Medicaid programs in exchange for increased federal funding. Accordingly, many states in which we operate have not expanded Medicaid coverage to individuals at 133% of the federal poverty level. Facilities in states not opting to expand Medicaid coverage under the ~~ACA~~Legislation may be additionally penalized by corresponding reductions to Medicaid disproportionate share hospital payments beginning in ~~2018,~~fiscal year 2024, as discussed below. We can provide no assurance that further reductions to Medicaid revenues, particularly in the above-mentioned states, will not have a material adverse effect on our future results of operations.

In January, 2020, CMS announced a new opportunity to support states with greater flexibility to improve the health of their Medicaid populations. The new 1115 Waiver Block Grant Type Demonstration program, titled Healthy Adult Opportunity (“HAO”), emphasizes the concept of value-based care while granting states extensive flexibility to administer and design their programs within a defined budget. CMS believes this state opportunity will enhance the Medicaid program’s integrity through its focus on accountability for results and quality improvement, making the Medicaid program stronger for states and beneficiaries. The Biden administration has signaled its intent to withdraw the HAO demonstration and it has not been implemented in any states. Accordingly, we are unable to predict whether the HAO demonstration will impact our future results of operations.

Summary of Various State Medicaid Supplemental Payment Programs:

~~We incur health-care related~~The following table summarizes the revenues, taxes ~~(“Provider Taxes”)~~ imposed by states in the form of a licensing fee, assessment or other mandatory payment ~~which are~~("Provider Taxes") and net benefit related ~~to: (i) healthcare items or services; (ii)~~to each of the ~~provision of, or the authority to provide, the health care items or services, or; (iii) the payment~~below-mentioned Medicaid supplemental programs for ~~the health care items or services. Such~~three-month periods ended March 31, 2024 and 2023. The Provider Taxes are ~~subject to various federal regulations that limit~~recorded in other operating expenses on the ~~scope and amount~~condensed consolidated statements of ~~the taxes that can be levied by states in order to secure federal matching funds~~income as part of their respective state Medicaid programs. As outlined below, we derive a related Medicaid reimbursement benefit from assessed Provider Taxes in the form of Medicaid claims based payment increases and/or lump sum Medicaid supplemental payments. included herein.


	(amounts in millions)
				Three Months Ended
	Projected			March 31,			March 31,
	Full Year 2024			2024			2023
Texas Supplemental Payment Programs:
Revenues	$	296		$	63		$	41
Provider Taxes		(118	)		(26	)		(15	)
Net benefit	$	178		$	37		$	26

Nevada SDP:
Revenues	$	265		$	66		$	0
Provider Taxes		(107	)		(27	)		0
Net benefit	$	158		$	39		$	0

Various Other State Programs:
Revenues	$	735		$	173		$	121
Provider Taxes		(262	)		(59	)		(42	)
Net benefit	$	473		$	114		$	79

Subtotal-Provider Tax Programs:
Revenues	$	1,296		$	302		$	162
Provider Taxes		(487	)		(112	)		(57	)
Aggregate net benefit from Provider Tax Programs	$	809		$	190		$	105

Texas, Nevada and South Carolina DSH/SPA Programs:
Revenues	$	51		$	12		$	19
Provider Taxes		0			0			0
Net benefit	$	51		$	12		$	19

Total Supplemental Medicaid Programs:
Revenues	$	1,347		$	314		$	181
Provider Taxes		(487	)		(112	)		(57	)
Aggregate net benefit from all Supplemental Programs	$	860		$	202		$	124

Texas Supplemental Payment Programs:

~~Included in these Provider Tax programs are reimbursements received in connection with Texas Uncompensated Care/Upper Payment Limit program (“UC/UPL”) and~~ ~~Texas Delivery System Reform Incentive Payments program (“DSRIP”).~~ ~~Additional disclosure related to the Texas UC/UPL and DSRIP programs is provided below.~~

~~Texas Uncompensated Care/Upper Payment Limit Payments:~~

Certain of our acute care hospitals located in various counties of Texas ~~(Hidalgo, Maverick, Potter and Webb)~~ participate in Medicaid supplemental payment Section 1115 Waiver indigent care programs. ~~Section~~The 1115 Waiver ~~Uncompensated Care (“UC”) payments replace the former Upper Payment Limit (“UPL”) payments.~~has been approved by CMS through September 30, 2030. These hospitals also have affiliation agreements with third-party hospitals to provide free hospital and physician care to qualifying indigent residents of these counties. Our hospitals receive both supplemental payments from the Medicaid program and indigent care payments from third-party, affiliated hospitals. The supplemental payments are contingent on the county or hospital district making an Inter-Governmental Transfer (“IGT”) to the state Medicaid program while the indigent care payment is contingent on a transfer of funds from the applicable affiliated hospitals. However, the county or hospital district is prohibited from entering into an agreement to condition any IGT on the amount of any private hospital’s indigent care obligation.

CHIRP (including QIF)

On August 1, 2022, CMS approved the Comprehensive Hospital Increase Reimbursement Program ("CHIRP"), with a pool of $5.2 billion, for the rate period effective September 1, 2022 to August 31, 2023. On July 31, 2023, CMS approved the CHIRP program, with a pool of $6.5 billion, for the rate period of September 1, 2023 to August 31, 2024.

On January 26, 2024, THHSC issued a final rule that will modify the CHIRP payments beginning with the State Fiscal Year (SFY) 2025 rate period to promote the advancement of the quality goals and strategies the program is designed to advance.

The final modifications include:

•

Creation of a new a pay-for-performance incentive payment through a third component in CHIRP, the Alternate Participating Hospital Reimbursement for Improving Quality Award ("APHRIQA"). For state fiscal ~~year 2017,~~years beginning with

SFY 2025, THHSC does not anticipate that behavioral health hospitals or rural hospitals will be included in a pay-for-performance program.

•

The funds for payment of the APHRIQA component will be transitioned from the existing uniform rate increase components of the UHRIP and the Average Commercial Incentive Award and will be paid using a scorecard that directs managed care organizations to pay providers for performance achievements on quality outcome measures. Payments will be distributed under APHRIQA on a monthly, quarterly, semi-annual, or annual basis that aligns with the measurement period determined for quality metrics reporting.

We cannot determine the impact of this final rule. However, CHIRP payment levels could be reduced materially if: (1) the pool size of the new APHRIQA component is materially less than THHSC carve-out of the current CHIRP pool, or; (2) if our hospitals are not able meet the required APHRIQA pay-for-performance metrics.

Certain of our acute care hospitals located in Texas recorded an aggregate of $33 million in Quality Incentive Fund (“QIF”) revenues during 2023 with no QIF revenue recorded in the three-month period ending March 31, 2024 and 2023. The amounts recorded during 2023 were applicable to the period of September 1, 2021 to August 31, 2022. This revenue was earned pursuant to contract terms with various Medicaid ~~continues to operate under~~managed care plans which requires the annual payout of QIF funds when a ~~CMS-approved Section 1115 five-year Medicaid waiver demonstration program extended by CMS for fifteen months to December 31, 2017. The Texas Health and Human Services~~

~~Commission (“THHSC”) has also submitted a request to CMS~~managed care service delivery area’s actual claims-based CHIRP payments are less than targeted CHIRP payments for a ~~21-month extension~~specific rate year. We also anticipate these hospitals may be entitled to a comparable amount of aggregate QIF revenue during the third and fourth quarters of 2024.

Included in these provider pax programs are reimbursements received in connection with the Texas Uncompensated Care program ("UC"). The size and distribution of the ~~1115 waiver that would continue this~~ UC ~~and DSRIP funding through~~pool are determined based on charity care costs reported to THHSC in accordance with Medicare cost report Worksheet S-10 principles.

HARP

On September ~~30, 2019. During the first five years of this program that started in state fiscal year 2012, the~~24, 2021, THHSC ~~transitioned away from UPL payments~~finalized New Fee-for-Service Supplemental Payment Program: Hospital Augmented Reimbursement Program (“HARP”) to ~~new waiver incentive payment programs, UC and DSRIP payments. During the first year of transition, which commenced on~~be effective October 1, ~~2011, THHSC made payments to Medicaid UPL recipient~~2021. The HARP program continues the financial transition for providers ~~that received payments during~~who have historically participated in the state’s prior fiscal year. During demonstration years two through seven (October 1, 2012 through December 31, 2017), THHSC has, and will continue to, make incentive payments under the program after certain qualifying criteria are met by hospitals. Supplemental payments are also subject to aggregate statewide caps based on CMS approved Medicaid waiver amounts.

~~Texas~~ Delivery System Reform Incentive ~~Payments:~~

In addition, the Texas Medicaid Section 1115 Waiver includes a DSRIP pool to incentivize hospitals and other providers to transform their service delivery practices to improve quality, health status, patient experience, coordination, and cost-effectiveness. DSRIP pool payments are incentive paymentsPayment program described below. The program, which was approved by CMS on August 15, 2023, will provide additional funding to hospitals ~~and other providers that develop programs or strategies~~ to ~~enhance access~~help offset the cost hospitals incur while providing Medicaid services. Included in our results of operations during 2023 was approximately $20 million, approximately $13 million of which is applicable to ~~health care, increase~~ the ~~quality~~period of ~~care,~~October 1, 2021 through September 30, 2022. Included in our financial results was approximately $7 million recorded during the ~~cost-effectiveness~~three-month period ended March 31, 2024, in connection with HARP (there was no impact from HARP during the first quarter of ~~care provided and the health~~2023). During 2024, we expect to record net reimbursement from HARP of approximately $28 million. HARP is technically a Medicaid Upper Payment Limit as payment under this program is based on a reasonable estimate of the ~~patients~~amount that would be paid for the services under Medicare payment principles but is referred to as HARP by THHSC.

Nevada State Directed Payment Program ("SDP"):

As previously reported, in February, 2023, the Nevada Division of Health Care Financing and ~~families served. In May, 2014, CMS formally approved specific DSRIP projects~~Policy (“DHCFP”) outlined a new provider fee on private hospitals located in Nevada that would effectively capture new Medicaid federal share for certain categories of our hospitals for demonstration years 3 to 5 (our facilities did not materially participate in the DSRIP pool during demonstration years 1 or 2). DSRIP payments are contingent on the hospital meeting certain pre-determined milestones, metrics and clinical outcomes. Additionally, DSRIP payments are contingent on a governmental entity providing an IGTservices eligible for the ~~non-federal share~~new payment program. In late December, 2023, the Centers for Medicare and Medicaid Services (“CMS”) approved the Medicaid managed care component of the ~~DSRIP payment. THHSC generally approves DSRIP reported metrics, milestones~~Nevada SDP program, with an effective date of January 1, 2024. Based upon financial data provided by the DHCFP for our facilities located in Nevada, we estimate that our aggregate net reimbursements pursuant to the Medicaid managed care component of the Nevada SDP program (net of related provider taxes) will approximate $140 million during the year ended December 31, 2024. Payments made pursuant to this component of the Nevada SDP program, which requires annual approval by CMS, are subject to reconciliation by DHCFP based on actual Medicaid managed care utilization during 2024. There can be no assurance that the Medicaid managed care component of the Nevada SDP will continue for any period after December 31, 2024, or that it will not be modified.

In connection with the Nevada SDP, included in our financial results was approximately $40 million recorded during the three-month period ended March 31, 2024 (there was no impact on our financial results from the Nevada SDP during the first quarter of 2023). Including the impact of the Medicaid fee for service upper payment limit component of the Nevada SDP program (estimated net reimbursements of $18 million attributable to our Nevada facilities during the year ended December 31, 2024), which was approved by CMS in November and ~~clinical outcomes~~December of 2023, we estimate that our aggregate net reimbursements pursuant to both components of the Nevada SDP program (net of related provider taxes) will approximate $158 million during the year ended December 31, 2024.

Various Other State Programs:

We receive substantial reimbursement from multiple states in connection with various supplemental Medicaid payment programs. The states include, but are not limited to, the state programs listed below from which we receive significant reimbursements.

Kentucky Hospital Rate Increase Program (“HRIP”):

In early 2021, CMS approved the Kentucky Medicaid Managed Care Hospital Rate Increase Program (“HRIP”). Included in our financial results during the three-month periods ended March 31, 2024 and 2023, was approximately $21 million and $19 million, respectively, recorded in connection with the Kentucky HRIP. Programs such as HRIP require an annual state submission and approval by CMS. In January, 2024, CMS approved the program for the period of January 1, 2024 through December 31, 2024 at rates comparable to the prior year. We estimate that our net reimbursements pursuant to HRIP will approximate $76 million during the year ended December 31, 2024.

California SPA:

In California, the state continues to operate Medicaid supplemental payment programs consisting of three components: Fee For Service Payment, Managed Care-Pass-Through Payment and Managed Care-Directed Payment. The non-federal share for these programs are financed by a statewide provider tax. The Directed Payment method will be based on actual concurrent hospital Medicaid managed care in-network patient volume whereas the other programs are based on prior year Medicaid utilization. The CMS program approval status is outlined in the table below.

California Hospital Fee Program CMS Approval Status:


Hospital Fee Program Component	CMS Methodology Approval	CMS Rate Setting Approval Status
	Status
Fee For Service Payment	Approved through December 31, 2024	Approved through December 31, 2024; Paid through
		March 31, 2023
Managed Care-Pass-Through Payment	Approved through December 31, 2024	Approved through December 31, 2022 and paid
		through December 31, 2022
Managed Care-Directed Payment	Approved through December 31, 2024	Approved through December 31, 2022 and paid
		through June 30, 2022

Included in our financial results during the three-month periods ended March 31, 2024 and 2023, was approximately $13 million and $10 million, respectively, recorded in connection with this program. We estimate that our net reimbursements pursuant to this program will approximate $51 million during the year ended December 31, 2024.

On April 25, 2024, the Office of Health Care Affordability (“OHCA”) board approved a ~~semi-annual basis~~five-year statewide health care spending growth target for 2025 through 2029 as follows 3.5%, 3.5%, 3.2%, 3.2% and 3.0%. The FY 2025 target is non-enforceable. The Company is not able to predict the financial impact from this spending target on its hospitals operating in ~~June~~California.

Mississippi Hospital Access Program

In September, 2023, subject to CMS approval, Mississippi announced a $689 million, two-part Medicaid payment proposal, effective retroactively to July 1, 2023, that would be funded by annual hospital assessments to the state's Medicaid program. These hospital assessments are calculated using a formula provided under state law. The first part of the proposal, known as the Mississippi Hospital Access Program (“MHAP”), would provide direct payments for hospitals that serve patients in the state's Medicaid managed care delivery system. Hospitals would be reimbursed near the average commercial rate, which is the upper limit for Medicaid managed care reimbursements. The second part of the proposal would supplement Medicaid payment rates for hospitals providing inpatient and ~~December.~~ outpatient services up to Medicaid's regulated upper payment limit. In December, 2023, CMS approved the MHAP program component.

Included in our financial results during the three-month periods ended March 31, 2024 and 2023, was approximately $11 million and $3 million, respectively, recorded in connection with this new program and the prior program. We estimate that our net reimbursements pursuant to these supplemental payment programs will approximate $45 million during the year ended December 31, 2024.

~~Summary~~Florida Medicaid Managed Care Directed Payment Program (“DPP”):

The Florida DPP provides for an additional payment for Medicaid managed care contracted services. In connection with this program, included in our financial results was approximately $43 million during 2023 and $36 million during 2022 (recorded during the fourth

quarter of ~~Amounts Related To The Above-Mentioned Various State~~each year). We estimate that our net reimbursements pursuant to this DPP will approximate $41 million during the year ended December 31, 2024 (to be recorded during the fourth quarter of 2024).

Illinois Medicaid Supplemental Payment ~~Programs:~~Programs

The ~~following table summarizes~~Illinois Medicaid Supplemental Payment Programs are comprised of three components: (1) Medicaid managed care directed payment program; (2) Medicaid managed care pass-through program, and; (3) Medicaid fee for service supplemental payment program. These programs require various related legislative and regulatory approvals each year.

Included in our financial results during the ~~revenues, Provider Taxes~~three-month periods ended March 31, 2024 and 2023, was approximately $10 million and $8 million, respectively, recorded in connection with these programs. We estimate that our net ~~benefit~~reimbursements pursuant to these supplemental payment programs will approximate $38 million during the year ended December 31, 2024.

Indiana Medicaid Managed Care DPP

The Indiana DPP provides for an additional payment for Medicaid managed care contracted services. Included in our financial results during the three-month periods ended March 31, 2024 and 2023, was approximately $8 million and $9 million, respectively, recorded in connection with this program. We estimate that our net reimbursements pursuant to this program will approximate $33 million during the year ended December 31, 2024.

Oklahoma (Transition to Managed Care and Implementation of a Medicaid Managed Care DPP)

The current Oklahoma Medicaid supplemental payment program in effect, prior to the planned implementation of the new DPP in 2024, is the Supplemental Hospital Offset Payment Program (“SHOPP”). The SHOPP component will remain in place for certain categories of Medicaid patients that will continue to be enrolled in the traditional Medicaid Fee for Service program.

In May, 2022, Oklahoma enacted legislation that directs the Oklahoma Health Care Authority ("OHCA") to: (i) transition its Medicaid program from a fee for service payment model to a managed care payment model by no later than October 1, 2023, and: (ii) concurrently implement a Medicaid managed care DPP using a managed care gap of 90% of average commercial rates. In December, 2022, the OHCA delayed the implementation date of the Medicaid managed care change and related DPP until April 1, 2024. In September, 2023, CMS approved the DPP program effective as of April 1, 2024.

Included in our financial results during the three-month periods ended March 31, 2024 and 2023, was approximately $3 million and $2 million, respectively, recorded in connection with this program. We estimate that our net reimbursements pursuant to these two supplemental payment programs (i.e. SHOPP and DPP) will approximate $22 million during the year ended December 31, 2024.

South Carolina Health Access, Workforce and Quality (“HAWQ”) Program

In September 2023, CMS approved the South Carolina HAWQ Program retroactive to July 1, 2023. This program is Medicaid managed care directed payment program that provides for a rate enhancement to Medicaid managed care encounters. Included in our financial results was approximately $5 million during the three-month period ended March 31, 2024, recorded in connection with this new program and the prior program (there was no impact during the three-month period ending March 31, 2023). We estimate that our net reimbursements pursuant to these supplemental payment programs will approximate $21 million during the year ended December 31, 2024.

Michigan Directed Payment Program (“DPP”)

In March 2024, CMS approved the Michigan Medicaid DPP retroactive to October 1, 2023 based on Average Commercial Rates (“ACR”). The Michigan DPP provides for an additional payment for Medicaid managed care contracted services. Included in our financial results during the three-month periods ended March 31, 2024 and 2023, was approximately $7 million (including $3 million related to ~~each~~the fourth quarter of 2023) and $4 million, respectively, recorded in connection with this program and prior program. We estimate that our net reimbursements pursuant to this program will approximate $30 million during the year ended December 31, 2024.

Idaho Upper Payment Limit (“UPL”)

In April 2024, the Idaho Department of Health and Welfare (“IDHW”) released its updated Medicaid UPL calculation for SFY 2024 (July 1, 2023 to June 30, 2024) and revised its SFY 2023 (July 1, 2022 to June 30, 2023) UPL calculation. Included in our financial results during the three-month periods ended March 31, 2024 and 2023, was approximately $3 million and $11 million, respectively, recorded in connection with this program. As a result of the ~~above-mentioned~~state agency UPL recalculation, we estimate that our net reimbursements pursuant to this program will approximate $29 million during the year ended December 31, 2024, including $17 million we expect to record during the three-month period ending June 30, 2024 (including $9 million related to prior years). Subject to CMS approval, the IDHW plans to continue this UPL program through SFY 2025 (July 1, 2024 to June 30, 2025) at payment levels comparable to SFY 2024. In SFY 2026, the IDHW intends to replace the UPL program with a Medicaid ~~supplemental programs~~managed care state directed payment program. We are unable to predict whether payments levels under the planned new state directed payment program will be comparable to the SFY 2024 UPL payment levels.

Tennessee Directed Payment Program (“DPP”)

On April 29, 2024 the Tennessee legislature transmitted a Bill (SB1740) to the Governor that imposes on covered hospitals an annual coverage assessment for fiscal year 2024-2025, such that the total assessment on all covered hospitals in the aggregate will be equal to 6% of the federally recognized annual coverage assessment base. If signed into law by the Governor, the assessment proceeds will be used to fund an increase to the state’s SFY 2025 (July 1, 2024 to June 30, 2025) DPP payment pool to be based on average commercial rates (“ACR”). The state agency (TennCare) intends to submit the required preprint to CMS in May, 2024. If enacted into law and approved by CMS, the DPP payment increase will be retroactive to July 1, 2024. Although we are unable to predict whether the new DPP program will be signed into law by the Governor or approved by CMS, or the timing of such approval should it occur, TennCare's financial models indicate that our annual SDP reimbursements could range from $40 million to $56 million.

Texas, Nevada and South Carolina DSH/Other Programs:

Texas DSH:

Upon meeting certain conditions and serving a disproportionately high share of Texas’ low income patients, our qualifying facilities located in Texas receive additional reimbursement from the state’s DSH fund. The Texas DSH program was renewed for the ~~three and nine-month~~state’s 2024 DSH fiscal year (covering the period of October 1, 2023 through September 30, 2024).

Included in our financial results during the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016. The Provider Taxes are~~2023, was approximately $8 million and $10 million, respectively, recorded in ~~other operating expenses on the Condensed Consolidated Statements of Income as included herein.~~

(amounts in millions)

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,

2017

2016

2017

2016

Texas UC/UPL:

Revenues
$
30

$
14

$
65

$
44

Provider Taxes

(13
)

(5
)

(20
)

(8
)
Net benefit
$
17

$
9

$
45

$
36

Texas DSRIP:

Revenues
$
0

$
0

$
7

$
16

Provider Taxes

0

0

(3
)

(6
)
Net benefit
$
0

$
0

$
4

$
10

Various other state programs:

Revenues
$
57

$
62

$
167

$
171

Provider Taxes

(34
)

(37
)

(99
)

(103
)
Net benefit
$
23

$
25

$
68

$
68

Total all Provider Tax programs:

Revenues
$
87

$
76

$
239

$
231

Provider Taxes

(47
)

(42
)

(122
)

(117
)
Net benefit
$
40

$
34

$
117

$
114

connection with this program. We estimate that our aggregate net ~~benefit~~reimbursements earned pursuant to the Texas DSH program will approximate $34 million during 2024.

The Legislation and subsequent federal legislation provides for a significant reduction in Medicaid disproportionate share payments beginning in federal fiscal year 2024 (see above in Sources of Revenues and Health Care Reform-Medicaid for additional disclosure related to the delay of these DSH reductions). HHS is to determine the amount of Medicaid DSH payment cuts imposed on each state based on a defined methodology. As Medicaid DSH payments to states will be cut, consequently, payments to Medicaid-participating providers, including our hospitals in Texas, will be reduced in the coming years. Based on the CMS final rule published in September, 2019, beginning in fiscal year 2024 (as amended by the CARES Act and the CAA), annual Medicaid DSH payments in Texas could be reduced by approximately 41% from current DSH payment levels. A series of federal continuing resolutions ("CR") were passed by the federal government which provided for ongoing federal funding.

We continue to maintain reserves in the financial statements for cumulative Medicaid DSH and UC reimbursements related to our behavioral health hospitals located in Texas that amounted to $29 million as of March 31, 2024 and $31 million as of December 31, 2023 related to certain DSH and UC adverse federal court decisions including the Children’s Hospital Association of Texas v. Azar (“CHAT”).

Nevada State Plan Amendment ("SPA")

CMS initially approved an SPA in Nevada in August, 2014 and this SPA has been approved for additional state fiscal years, including the 2023 fiscal year covering the period of July 1, 2022 through June 30, 2023. CMS approval for the 2024 fiscal year, which is still pending, is expected to occur.

Included in our financial results during the three-month periods ended March 31, 2024 and 2023, was approximately $4 million and $7 million, respectively, recorded in connection with this program. We estimate that our net reimbursements pursuant to this program will approximate $17 million during 2024.

South Carolina DSH:

One of our facilities located in South Carolina received additional reimbursement from the ~~Texas and various other state Medicaid supplemental~~state’s DSH fund. However, the South Carolina HAWQ Program, as described above, ended our DSH payment ~~programs will approximate $161 million (net of Provider Taxes of $159 million)~~eligibility in the South Carolina DSH program during 2023. There were no South Carolina DSH revenues recorded during the ~~year~~three-month period ending March 31, 2024. In connection with this DSH program, included in our financial results during the three-month periods ended ~~December 31, 2017. This estimate is based upon various terms and conditions that are out of our control including, but not limited to, the states’/CMS’s continued approval of the programs and the applicable hospital district or county making IGTs consistent with 2016 levels.~~ March 2023 was approximately $2 million.

Future changes to these terms and conditions could materially reduce our net benefit derived from the programs which could have a material adverse impact on our future consolidated results of operations. In addition, Provider Taxes are governed by both federal and state laws and are subject to future legislative changes that, if reduced from current rates in several states, could have a material adverse impact on our future consolidated results of operations.

~~Texas~~ As described below in 2019 Novel Coronavirus Disease Medicare and ~~South Carolina~~ Medicaid ~~Disproportionate Share Hospital Payments:~~

~~Hospitals that have an unusually large number of low-income patients (i.e.~~Payment Related Legislation, ~~those with~~ a ~~Medicaid utilization rate of at least one standard deviation above the mean Medicaid utilization, or having a low income patient utilization rate exceeding 25%) are eligible~~6.2% increase to receive a DSH adjustment. Congress established a national limit on DSH adjustments. Although this legislation and the resulting state broad-based provider taxes have affected the payments we receive under the Medicaid ~~program,~~Federal Matching Assistance Percentage (“FMAP”) was included in the Families First Coronavirus Response Act. The CAA of 2023 provided for the transitional reduction of the 6.2% enhanced FMAP during 2023 to ~~date~~5.0% during the ~~net~~second quarter, 2.5% during the third quarter and 1.5% during the fourth quarter of 2023. The impact ~~has not been materially adverse.~~

~~Upon meeting certain conditions~~of the enhanced FMAP Medicaid supplemental and serving a disproportionately high share of Texas’ and South Carolina’s low income patients, five of our facilities located in Texas and one facility located in South Carolina received additional reimbursement from each state’s DSH ~~fund. The South Carolina and Texas DSH programs were renewed for each state’s 2018 DSH fiscal year (covering the period of October 1, 2017 through September 30, 2018).~~

~~In connection with these DSH programs, included~~payments are reflected in our financial results ~~was an aggregate of approximately $10 million and $11 million during~~for the three-month periods ended ~~September 30, 2017~~March 31, 2024 and 2016, respectively, and $27 million and $29 million during each of the nine-month periods ended September 30, 2017 and 2016, respectively. As a result of the federal DSH reductions required under the ACA (as outlined in ~~Health Care Reform~~ below), we expect the aggregate reimbursements to our hospitals pursuant to the Texas and South Carolina 2018 fiscal year programs to be approximately $30 million which will be less than the aggregate 2017 fiscal year amounts.2023.

~~The ACA and subsequent federal legislation provides for a significant reduction in Medicaid disproportionate share payments beginning in federal fiscal year 2018 (see below in~~ ~~Sources of Revenues and Health Care Reform-Medicaid Revisions~~ for additional disclosure). The U.S. Department of Health and Human Services is to determine the amount of Medicaid DSH payment cuts imposed on each state based on a defined methodology. As Medicaid DSH payments to states will be cut, consequently, payments to Medicaid-participating providers, including our hospitals in Texas and South Carolina, will be reduced in the coming years. Based on the CMS proposed rule published in July, 2017, Medicaid DSH payments in South Carolina and Texas could be reduced by approximately 20% and 14%, respectively, over the prior federal fiscal year.45

~~Nevada SPA:~~

In Nevada, CMS approved a state plan amendment (“SPA”) in August, 2014 that implemented a hospital supplemental payment program retroactive to January 1, 2014. This SPA has been approved for additional state fiscal years including the 2018 fiscal year covering the period of July 1, 2017 through June 30, 2018.

In connection with this program, included in our financial results was approximately $6 million and $4 million during the three-month periods ended September 30, 2017 and 2016, respectively and $16 million and $9 million during the nine-month periods ended September 30, 2017 and 2016, respectively. Assuming the program is approved for the state’s 2019 fiscal year, we estimate that our reimbursements will be at amounts similar to 2017 fiscal year program amounts.

Risk Factors Related To State Supplemental Medicaid Payments:

As outlined above, we receive substantial reimbursement from multiple states in connection with various supplemental Medicaid payment programs. ~~The states include, but are not limited to, Texas, Mississippi, Illinois, Oklahoma, Nevada, Arkansas, California and Indiana.~~ Failure to renew these programs beyond their scheduled termination dates, failure of the public hospitals to provide the necessary IGTs for the states’ share of the DSH programs, failure of our hospitals that currently receive supplemental Medicaid revenues to qualify for future funds under these programs, or reductions in reimbursements, could cause our estimates to differ by material amounts which could have a material adverse effect on our future results of operations.

In April, 2016, CMS published its final Medicaid Managed Care Rule which explicitly permits but phases out the use of pass-through payments (including supplemental payments) by Medicaid Managed Care Organizations (“MCO”) to hospitals over ten years but allows for a transition of the pass-through payments into value-based payment structures, delivery system reform initiatives or payments tied to services under a MCO contract. Since we are unable to determine the financial impact of this aspect of the final rule, we can provide no assurance that the final rule will not have a material adverse effect on our future results of operations. In November, 2020, CMS issued a final rule permitting pass-through supplemental provider payments during a time-limited period when states transition populations or services from fee-for-service Medicaid to managed care.

We receive Medicaid SDP payments from MCOs authorized by CMS under 42 CFR §438.6 (c). Consistent with capitated rates paid by Medicaid state agencies to MCO’s for managing Medicaid beneficiary lives under a risk-based arrangement, SDP program related capitated rates must also be developed by the state in accordance with actuarial soundness standards noted at 42 CFR §438.4 and non-compliance could result in a reduction to SDP payment levels.

~~Massachusetts Health Safety Net Care Pool (“SCNP”)~~

~~Included~~We incur Provider Taxes imposed by states in ~~our financial results~~the form of a licensing fee, assessment or other mandatory payment which are related to: (i) healthcare items or services; (ii) the provision of, or the authority to provide, the health care items or services, or; (iii) the payment for the ~~nine-month period ended September 30, 2017 was a $7 million pre-tax charge incurred~~health care items or services that are used by respective states to ~~establish a reserve related to Massachusetts Health SNCP payments received by certain~~finance the non-federal share of ~~our behavioral health facilities during the period October, 2014 through December, 2016. SNCP payments are made by Massachusetts under the current CMS approved Section 1115~~SDP’s (or other Medicaid ~~Waiver available to Institutions of Medical Disease. During the second quarter of 2017, we received notification that such payments~~supplemental payment programs). Such Provider Taxes are subject to various federal regulations that limit the scope and amount of the taxes that can be levied by states in order to secure federal matching funds as part of their respective state Medicaid supplemental payment programs. States are subject to CMS both concurrent and retrospective review for their compliance with the applicable Provider Tax regulations and related federal statute. If CMS determines Provider Taxes used by a ~~retroactively applied uncompensated~~state Medicaid program to finance the non-federal share of a SDP (or other Medicaid supplemental payment programs) are not in compliance with the applicable Provider Tax regulations and related federal statute, Company SDP payments (and other Medicaid supplemental payments) could be subject to recoupment by the respective state agency when non-compliance is determined by CMS to exist.

We believe that the SDP (and other state supplemental payment) programs are designed by each state to be in full compliance with the applicable federal regulations and federal statutes. However, we are unable to provide assurance CMS will determine on a retroactive basis that a state’s SDP (or other Medicaid supplemental payment program) design and Medicaid financing structures is in full compliance with the applicable federal regulations and federal statute(s).

On April 22, 2024, CMS issued Medicaid and Children’s Health Insurance Program Managed Care Access, Finance, and Quality Final Rule (“Managed Care Rule”). CMS intends for the Managed Care Rule to:

•

Strengthen standard for timely access to care and states’ monitoring and enforcement efforts;

•

Enhance quality and fiscal and program integrity standards for state directed payments (“SDPs”);

•

Specify the scope of in lieu of services and settings (“ILOSs”) to better address health-related social needs (HRSNs);

•

Further specify medical loss ratio (“MLR”) requirements, and;

•

Establish a quality rating system (“QRS”) for Medicaid and CHIP managed care plans.

The SDP provisions included in the Managed Care Rule include but are not limited to:

•

Requires that provider payment levels for state directed payments for inpatient and outpatient hospital services, nursing facility services, and the professional services at an academic medical center not exceed the average commercial rate.

•

Prohibits the use of post-payment reconciliation processes for state directed payments that are based on fee schedules.

•

Makes explicit in regulation the existing requirement that state directed payments must comply with all federal laws concerning funding sources of the non-federal share.

•

Requires that states ensure each provider receiving a state directed payment attest that it does not participate in any arrangement that holds taxpayers harmless for the cost ~~limit protocol.~~ of a tax. CMS concurrently released an informational bulletin regarding CMS’ exercise of enforcement discretion until calendar year 2028 for existing health-care related tax programs with certain hold-harmless arrangements involving the redistribution of Medicaid payments.

As disclosed herein, we receive a significant amount of Medicaid and Medicaid managed care revenue from both base payments and supplemental payments. Although we are unable to estimate the impact of the Managed Care Rule on our future results of operations,

if implemented as proposed, Managed Care Rule related changes could have a material adverse impact on our future results of operations.

HITECH Act:In July 2010, ~~the Department of Health and Human Services (“HHS”)~~HHS published final regulations implementing the health information technology (“HIT”) provisions of the AmericanRecovery and Reinvestment Act (referred to as the “HITECH Act”). The final regulation defines the “meaningful use” of Electronic Health Records (“EHR”) and establishes the requirements for the Medicare and Medicaid EHR payment incentive programs. The final rule established an initial set of standards and certification criteria. The implementation period for these ~~new~~ Medicare and Medicaid incentive payments started in federal fiscal year 2011 and can end as late as 2016 for Medicare and 2021 for the state Medicaid programs. State Medicaid program participation in this federally funded incentive program is voluntary but all of the states in which our eligible hospitals operate have chosen to participate. Our acute care hospitals ~~may qualify~~qualified for these EHR incentive payments upon implementation of the EHR application assuming they meet the “meaningful use” criteria. The government’s ultimate goal is to promote more effective (quality) and efficient healthcare delivery through the use of technology to reduce the total cost of healthcare for all Americans and utilizing the cost savings to expand access to the healthcare system.

Pursuant to HITECH Act regulations, hospitals that do not qualify as a meaningful user of EHR by 2015 are subject to a reduced market basket update to the IPPS standardized amount in 2015 and each subsequent fiscal year. We believe that allAll of our acute care hospitals have met the applicable meaningful use ~~criteria and therefore are not subject to a reduced market basked update to the IPPS standardized amount in federal fiscal year 2015.~~criteria. However, under the HITECH Act, hospitals must continue to meet the applicable meaningful use criteria in each fiscal year or they will be subject to a market basket update reduction in a subsequent fiscal year. Failure of our acute care hospitals to continue to meet the applicable meaningful use criteria would have an adverse effect on our future net revenues and results of operations.

In ~~connection with~~ the ~~implementation~~2019 IPPS final rule, CMS overhauled the Medicare and Medicaid EHR Incentive Program to focus on interoperability, improve flexibility, relieve burden and place emphasis on measures that require the electronic exchange of ~~EHR applications at~~health information between providers and patients. We can provide no assurance that the changes will not have a material adverse effect on our ~~acute care hospitals, our consolidated~~future results of operations include net pre-tax charges of $4 million and $9 million during the three-month periods ended September 30, 2017 and 2016, respectively, and $19 million and $25 million during the nine-month periods ended September 30, 2017 and 2016, respectively. These net pre-tax charges consisted of depreciation and amortization expense related to the costs incurred for the purchase and development of the application, net of the portion of the net ~~expense that was attributable to noncontrolling interests.~~ operations.

Federal regulations require that Medicare EHR incentive payments be computed based on the Medicare cost report that begins in the federal fiscal period in which a hospital meets the applicable “meaningful use” requirements. Since the annual Medicare cost report periods for each of our acute care hospitals ends on December 31^st, we will recognize Medicare EHR incentive income for each hospital during the fourth quarter of the year in which the facility meets the “meaningful use” criteria and during the fourth quarter of each applicable subsequent year.

Managed Care:A significant portion of our net patient revenues are generated from managed care companies, which include health maintenanceorganizations, preferred provider organizations and managed Medicare (referred to as Medicare Part C or Medicare Advantage) and Medicaid programs. In general, we expect the percentage of our business from managed care programs to continue to grow. The consequent growth in managed care networks and the resulting impact of these networks on the operating results of our facilities vary among the markets in which we operate. Typically, we receive lower payments per patient from managed care ~~payors~~payers than we do from traditional indemnity insurers, however, during the past few years we have secured price increases from many of our commercial ~~payors~~payers including managed care companies.

Commercial Insurance:Our hospitals also provide services to individuals covered by private health care insurance. Private insurance carrierstypically make direct payments to hospitals or, in some cases, reimburse their policy holders, based upon the particular hospital’s established charges and the particular coverage provided in the insurance policy. Private insurance reimbursement varies among ~~payors~~payers and states and is generally based on contracts negotiated between the hospital and the ~~payor.~~payer.

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. To the extent that such efforts are successful and reduce the insurers’ reimbursement to hospitals and the costs of providing services to their beneficiaries, such reduced levels of reimbursement may have a negative impact on the operating results of our hospitals.

Surprise Billing Interim Final Rule: On September 30, 2021, the Department of Labor, and the Department of the Treasury, along with the Officeof Personnel Management (“OPM”), released an interim final rule with comment period, entitled “Requirements Related to Surprise Billing; Part II.” This rule is related to Title I (the “No Surprises Act”) of Division BB of the Consolidated Appropriations Act, 2021, and establishes new protections from surprise billing and excessive cost sharing for consumers receiving health care items/services. It implements additional protections against surprise medical bills under the No Surprises Act, including provisions related to the independent dispute resolution process, good faith estimates for uninsured (or self-pay) individuals, the patient-provider dispute resolution process, and expanded rights to external review. On February 28, 2022, a district judge in the Eastern District of Texas invalidated portions of the rule governing aspects of the Independent Dispute Resolution (“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 (“QPA”) by the IDR entity and providing additional factors the IDR entity should consider when choosing between two competing offers. 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. On October 27, 2023, HHS, the Department of Labor, the Department of the Treasury, and OPM issued a proposed rule intended to improve the functioning of the federal IDR process. Additionally, arguments made by the plaintiffs in such litigation have included allegations that CMS’s regulations and guidance materials are favorable to payers. We cannot predict the impact of the proposed rule on our operations at this time.

Other Sources:Our hospitals provide services to individuals that do not have any form of health care coverage. Such patients are evaluated, at thetime of service or shortly thereafter, for their ability to pay based upon federal and state poverty guidelines, qualifications for Medicaid or other state assistance programs, as well as our local hospitals’ indigent and charity care policy. Patients

without health care coverage who do not qualify for Medicaid or indigent care write-offs are offered substantial discounts in an effort to settle their outstanding account balances.

Health Care Reform:Listed below are the Medicare, Medicaid and other health care industry changes which ~~are~~ have been, or are scheduled to be,implemented as a result of the ~~ACA.~~ Legislation.

42Medicaid Federal DSH Allotment:

~~Implemented Medicare Reductions~~Although the implementation has been delayed several times, the Legislation (as amended by subsequent federal legislation) requires annual aggregate reductions in federal Medicaid DSH allotment from FFY 2025 through FFY 2027. Commencing in federal fiscal year 2025, and ~~Reforms:~~


	•	The Reconciliation Act reduced the market basket update for inpatient and outpatient hospitals and inpatient behavioral health facilities by 0.25% in each of 2010 and 2011, by 0.10% in each of 2012 and 2013, 0.30% in 2014, 0.20% in each of 2015 and 2016 and 0.75% in each of 2017 and 2018.
	•	~~The ACA implemented certain reforms to Medicare Advantage payments, effective in 2011.~~
	•	~~A Medicare shared savings program, effective in 2012.~~
	•	~~A hospital readmissions reduction program, effective in 2012.~~
	•	~~A value-based purchasing program for hospitals, effective in 2012.~~
	•	~~A national pilot program on payment bundling, effective in 2013.~~
	•	~~Reduction to Medicare DSH payments, effective in 2014, as discussed above.~~

continuing through 2027, DSH payments are scheduled to be reduced by $8 billion annually. H.R. 2872, enacted into law on January 17, 2024 delayed the aforementioned Medicaid ~~Revisions:~~


	•	~~Expanded Medicaid eligibility and related special federal payments, effective in 2014.~~
	•	The ACA (as amended by subsequent federal legislation) requires annual aggregate reductions in federal DSH funding from federal fiscal year (“FFY”) 2018 through FFY 2025. The aggregate annual reduction amounts are $2.0 billion for FFY 2018, $3.0 billion for FFY 2019, $4.0 billion for FFY 2020, $5.0 billion for FFY 2021, $6.0 billion for FFY 2022, $7.0 billion for FFY 2023, and $8.0 billion for each of FFY 2024 and 2025.

~~Health Insurance Revisions:~~


	•	~~Large employer insurance reforms, effective in 2015.~~
	•	~~Individual insurance mandate and related federal subsidies, effective in 2014.~~
	•	~~Federally mandated insurance coverage reforms, effective in 2010 and forward.~~

Disproportionate Share Hospital cuts through March 8, 2024.  The Consolidated Appropriations Act, 2024 was enacted into law on March 9, 2024 and delayed the $8 billion ACA ~~seeks~~DSH Cuts for FFY 2024. The $8 billion DSH reduction is now scheduled to ~~increase competition among private health insurers~~be implemented January 1, 2025 through September 30, 2025, in effect offsetting the FFY 2025 $8 billion reduction over nine months rather than twelve months if not delayed further by providing for transparent federal and state insurance exchanges. The ACA also prohibits private insurers from adjusting insurance premiums based on health status, gender, or other specified factors. We cannot provide assurance that these provisions will not adversely affect the ability of private insurers to pay for services provided to insured patients, or that these changes will not have a negative material impact on our results of operations going forward.Congressional action.

Value-Based Purchasing:

There is a trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs include both public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by facilities. Governmental programs including Medicare and Medicaid currently require hospitals to report certain quality data to receive full reimbursement updates. In addition, Medicare does not reimburse for care related to certain preventable adverse events. Many large commercial payers currently require hospitals to report quality data, and several commercial payers do not reimburse hospitals for certain preventable adverse events.

The ACA contains a number of provisions intended to promote value-based purchasing. The ACA prohibits the use of federal funds under the Medicaid program to reimburse providers for medical assistance provided to treat hospital acquired conditions (“HAC”). Beginning in FFY 2015, hospitals that fall into the top 25% of national risk-adjusted HAC rates for all hospitals in the previous year will receive a 1% reduction in their total Medicare payments. Additionally, hospitals with excessive readmissions for conditions designated by HHS will receive reduced payments for all inpatient discharges, not just discharges relating to the conditions subject to the excessive readmission standard.

~~The ACA also~~Legislation required HHS to implement a value-based purchasing program for inpatient hospital services which became effective on October 1, 2012. The ~~ACA~~Legislation requires HHS to reduce inpatient hospital payments for all discharges by ~~a percentage beginning at 1% in FFY 2013 and increasing by 0.25% each fiscal year up to~~ 2% in FFY 2017 and subsequent years. HHS will pool the amount collected from these reductions to fund payments to reward hospitals that meet or exceed certain quality performance standards established by HHS. HHS will determine the amount each hospital that meets or exceeds the quality performance standards will receive from the pool of dollars created by these payment reductions. As part of the FFY 2022 IPPS final rule and FFY 2023 final rule, as discussed above, and as a result of the COVID-19 pandemic, CMS has implemented a budget neutral payment policy to fully offset the 2% VBP withhold during each of FFY 2022 and FFY 2023. In ~~its fiscal year 2016~~FFY 2024, as part of the FFY 2024 IPPS final rule, CMS ~~funded~~removed the ~~value-~~budget neutral policy that was in place in FFY 2022 and FFY 2023.

43Hospital Acquired Conditions:

~~based purchasing~~The Legislation prohibits the use of federal funds under the Medicaid program ~~by reducing base operating DRG~~to reimburse providers for medical assistance provided to treat hospital acquired conditions (“HAC”). Beginning in FFY 2015, hospitals that fall into the top 25% of national risk-adjusted HAC rates for all hospitals in the previous year will receive a 1% reduction in their total Medicare payments. As part of the FFY 2023 final rule discussed above, and as a result of the on-going COVID-19 pandemic, CMS suppressed all six measures in the HAC Reduction Program for the FY 2023 program year and eliminate the HAC reduction program’s one percent payment ~~amounts to participating hospitals by 1.75%. For~~penalty. In FFY ~~2017, this~~2024, as part of the FFY 2024 IPPS final rule, CMS eliminated the suppression of the applicable HAC measures and as a result reinstated the HAC reduction ~~was increased to its maximum of 2%.~~program.

Readmission Reduction Program:

In the ~~ACA,~~Legislation, Congress also mandated implementation of the hospital readmission reduction program (“HRRP”). Hospitals with excessive readmissions for conditions designated by HHS will receive reduced payments for all inpatient discharges, not just discharges relating to the conditions subject to the excessive readmission standard. The HRRP currently assesses penalties on hospitals having excess readmission rates for heart failure, myocardial infarction, pneumonia, acute exacerbation of chronic obstructive pulmonary disease ~~(COPD)~~("COPD") and elective total hip arthroplasty ~~(THA) and~~("THA") and/or total knee arthroplasty ~~(TKA)~~("TKA"), excluding planned readmissions, when compared to expected rates. In the fiscal year 2015 IPPS final rule, CMS added readmissions for coronary artery bypass graft ~~(CABG)~~("CABG") surgical procedures beginning in fiscal year 2017. ~~The impact~~To account for excess readmissions, an applicable hospital's base operating DRG payment amount is adjusted for each discharge occurring during the fiscal year. Readmissions payment adjustment factors can be no more than a 3 percent reduction. As part of ~~HRRP has not had a material adverse effect on our results~~the FFY 2023 IPPS final rule discussed above, CMS will modify all of ~~operations.~~the condition-specific readmission measures to include an adjustment for patient history of COVID-19 for FFY 2024.

Accountable Care Organizations:

The ~~ACA~~Legislation requires HHS to establish a Medicare Shared Savings Program that promotes accountability and coordination of care through the creation of accountable care organizations (“ACOs”). The ACO program allows providers (including hospitals), physicians and other designated professionals and suppliers to voluntarily work together to invest in infrastructure and redesign delivery processes to achieve high quality and efficient delivery of services. The program is intended to produce savings as a result of improved quality and operational efficiency. ACOs that achieve quality performance standards established by HHS will be eligible to

share in a portion of the amounts saved by the Medicare program. CMS is also developing and implementing more advanced ACO payment models that require ACOs to assume greater risk for attributed beneficiaries. On December 21, 2018, CMS published a final rule that, in general, requires ACO participants to take on additional risk associated with participation in the program. On April 30, 2020, CMS issued an interim final rule with comment in response to the COVID-19 national emergency permitting ACOs with current agreement periods expiring on December 31, 2020 the option to extend their existing agreement period by one year, and permitting certain ACOs to retain their participation level through 2021. It remains unclear to what extent providers will pursue federal ACO status or whether the required investment would be warranted by increased payment.

2019 Novel Coronavirus Disease Medicare and Medicaid Payment Related Legislation

In response to the growing threat of COVID-19, on March 13, 2020 a national emergency was declared. The declaration empowered the HHS Secretary to waive certain Medicare, Medicaid and CHIP program requirements and Medicare conditions of participation under Section 1135 of the Social Security Act. Having been granted this authority by HHS, CMS issued a broad range of blanket waivers, which eased certain requirements for impacted providers, including: (i) Waivers and Flexibilities for hospitals and other healthcare facilities including those for physical environment requirements and certain Emergency Medical Treatment & Labor Act provisions; (ii) Provider Enrollment Flexibilities; (iii) Flexibility and Relief for State Medicaid Programs including those under section 1135 Waivers, and; (iv) Suspension of Certain Enforcement Activities.

In addition to the national emergency declaration, various forms of legislation were enacted intended to support state and local authority responses to COVID-19 as well as provide fiscal support to businesses, individuals, financial markets, hospitals and other healthcare providers.

Some of the financial support included in the various legislative actions include:

Medicaid FMAP Enhancement

•

The FMAP was increased by 6.2% retroactive to the federal fiscal quarter beginning January 1, 2020 and each subsequent federal fiscal quarter for all states and U.S. territories during the declared public health emergency through December 31, 2022, in accordance with specified conditions. The CAA of 2023, signed into law on December 29, 2022, provided for the transitional reduction of the 6.2% enhanced FMAP during 2023 to 5.0% during the second quarter, 2.5% during the third quarter and 1.5% during the fourth quarter of 2023.

•

Effective April 1, 2023, the CAA of 2023 allows states to initiate Medicaid renewals, post-enrollment verifications, and redeterminations over a 12-month period for all individuals who are enrolled in such plan (or waiver) as of April 1, 2023. This activity was previously prohibited as a condition for the receipt of the enhanced FMAP during the PHE. This Medicaid enrollment related activity is likely to reduce Medicaid beneficiary enrollment. In the states in which we operate, we cannot predict the extent to which disenrolled Medicaid beneficiaries will be able to replace their Medicaid coverage with employer-based insurance coverage or via coverage obtained through the ACA Health Insurance Exchange. We are therefore unable to estimate the impact of this Medicaid enrollment activity on our results of operations.

Public Health Emergency Declaration

•

Up to its expiration on May 11, 2023, the PHE provided for certain Medicare payment provisions that were contingent on the PHE including the twenty percent (20%) Medicare add-on for inpatient hospital COVID-19 patients noted below.

Medicare add-on for inpatient hospital COVID-19 patients

•

Increased the payment that would otherwise be made to a hospital for treating a Medicare patient admitted with COVID-19 by twenty percent (20%) for the duration of the COVID-19 public health emergency.

•

Our financial results for the three-month period ended March 31, 2024 did not include any add-on revenue while the three-month period ended March 31, 2023 included $5 million. These payments were intended to offset the increased expenses associated with the treatment of Medicare COVID-19 patients.

In addition to statutory and regulatory changes to the Medicare program and each of the state Medicaid programs, our operations and reimbursement may be affected by administrative rulings, new or novel interpretations and determinations of existing laws and regulations, post-payment audits, requirements for utilization review and new governmental funding restrictions, all of which may materially increase or decrease program payments as well as affect the cost of providing services and the timing of payments to our facilities. The final determination of amounts we receive under the Medicare and Medicaid programs often takes many years, because of audits by the program representatives, providers’ rights of appeal and the application of numerous technical reimbursement provisions. We believe that we have made adequate provisions for such potential adjustments. Nevertheless, until final adjustments are made, certain issues remain unresolved and previously determined allowances could become either inadequate or more than ultimately required.

Finally, we expect continued third-party efforts to aggressively manage reimbursement levels and cost controls. Reductions in reimbursement amounts received from third-party ~~payors~~payers could have a material adverse effect on our financial position and our results.

Other Operating Results

Interest Expense:

As reflected on the schedule below, interest expense was ~~$37~~$53 million and ~~$32~~$51 million during the three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively, and $108 million and $92 million during the nine-month periods ended September 30, 2017 and 2016,~~2023, respectively (amounts in thousands):


	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
Revolving credit & demand notes (a.)	$	7,246		$	5,627
Tranche A term loan facility (a.)		39,472			36,062
$800 million, 2.65% Senior Notes due 2030 (b.)		5,356			5,356
$700 million, 1.65% Senior Notes due 2026 (c.)		2,932			2,932
$500 million, 2.65% Senior Notes due 2032 (d.)		3,345			3,345
Subtotal-revolving credit, demand notes, Senior Notes, term loan facilities and accounts receivable securitization program		58,351			53,322
Amortization of financing fees		1,256			1,258
Other combined interest expense		2,112			435
Capitalized interest on major projects		(8,578	)		(4,009	)
Interest income		(315	)		(130	)
Interest expense, net	$	52,826		$	50,876

Three Months
Ended
September 30,
2017

Three Months
Ended
September 30,
2016

Nine Months
Ended
September 30,
2017

Nine Months
Ended
September 30,
2016

Revolving credit & demand notes (a.)

$
2,976

$
578

$
8,055

$
3,917

$400 million, 7.125% Senior Notes due 2016 (b.)

-

-

-

12,031

$300 million, 3.75% Senior Notes due 2019

2,812

2,812

8,437

8,437

$700 million, 4.75% Senior Notes due 2022, net (c.)

8,070

8,070

24,210

16,558

$400 million, 5.00% Senior Notes due 2026 (d.)

5,000

5,000

15,000

6,556

Term loan facility A (a.)

12,654

9,663

34,956

26,637

Accounts receivable securitization program (e.)

2,205

1,130

5,701

3,540

Subtotal-revolving credit, demand notes, Senior Notes,
term loan facility and accounts receivable
securitization program

33,717

27,253

96,359

77,676

Interest rate swap expense, net

246

2,146

2,337

6,606

Amortization of financing fees

2,239

2,221

6,690

5,985

Other combined interest expense

1,070

1,246

3,711

3,811

Capitalized interest on major projects

(299
)

(712
)

(672
)

(1,839
)
Interest income

(17
)

(25
)

(42
)

(68
)
Interest expense, net

$
36,956

$
32,129

$
108,383

$
92,171

(a.)

As of March 31, 2024, our credit agreement dated November 15, 2010, as amended, provided for the following:

•

a $1.2 billion aggregate amount revolving credit facility that is scheduled to mature in August, 2026 (which, as of March 31, 2024, had $733 million of aggregate available borrowing capacity net of $463 million of outstanding borrowings and $3 million of letters of credit), and;

•

a tranche A term loan facility with $2.23 billion of outstanding borrowings as March 31, 2024 (including the $700 million increase that occurred in June, 2022).

(b.)

In September, 2020, we completed the offering of $800 million aggregate principal amount of 2.65% Senior Notes due in 2030.

(c.)

In August, 2021, we completed the offering of $700 million aggregate principal amount of 1.65% Senior Notes due in 2026.

(d.)

In August, 2021, we completed the offering of $500 million aggregate principal amount of 2.65% Senior Notes due in 2032.

~~(a.)~~

In June, 2016, we entered into a fifth amendment to our credit agreement dated November 15, 2010, as amended, to increase the size of the Term Loan A facility by $200 million. Interest rates were not impacted by this amendment. The credit agreement, as amended, which is scheduled to expire in August, 2019, consists of: (i) an $800 million revolving credit facility ($380 million of outstanding borrowings as of September 30, 2017, and; (ii) a Term Loan A facility with $1.80 billion outstanding as of September 30, 2017.

~~(b.)~~

~~The $400 million, 7.125% Senior Notes matured and were repaid in June, 2016 utilizing a portion of the funds generated from the debt issuances discussed in (a.), (c.) and (d.).~~

~~(c.)~~

In June, 2016, we completed the offering of an additional $400 million aggregate principal amount of 4.75% Senior Notes due in 2022 (issued at a yield of 4.35%), the terms of which were identical to the terms of our $300 million aggregate principal amount of 4.75% Senior Notes due in 2022, issued in August, 2014. These Senior Notes, combined, are referred to as $700 million, 4.75% Senior Notes due in 2022.

~~(d.)~~

~~In June, 2016, we completed the offering of $400 million aggregate principal amount of 5.00% Senior Notes due in 2026.~~

~~(e.)~~

In July, 2017, we amended our accounts receivable securitization program, which is scheduled to expire in December, 2018, to increase the borrowing limit to $440 million from $400 million ($435 million of borrowings outstanding as of September 30, 2017).

Interest expense increased $5approximately $2 million during the three-month period ended September 30, 2017, and $16 million during the nine-month period ended September 30, 2017, as compared to the comparable periods of 2016. The $5 million increase in interest expense during the three-month period ended September 30, 2017,March 31, 2024, as compared to the three-month period ended ~~September 30, 2016,~~March 31, 2023. The increase was primarily due ~~primarily~~ to: (i) a $6net $5 million increase in aggregate interest expense on our revolving credit, demand notes, senior notes, and term loan ~~facility and accounts receivable securitization program~~facilities, resulting from ~~an increase in the aggregate average outstanding borrowings ($4.04 billion during the three months ended September 30, 2017 as compared to $3.62 billion in the comparable 2016 period), as well as~~ an increase in our aggregate average cost of borrowings pursuant to these facilities ~~(3.3%~~(4.96% during the ~~three months ended September 30, 2017~~first quarter of 2024 as compared to ~~3.0%~~4.55% during the comparable quarter of 2023), offset by a slight decrease in the ~~comparable period~~aggregate average outstanding borrowings pursuant to these facilities ($4.65 billion during the first quarter of ~~2016)~~2024 as compared to $4.67 billion during the first quarter of 2023), partially offset by; (ii) a $2net $3 million decrease in ~~the~~other combined interest ~~rate swap expense.~~

~~The $16~~expenses, due primarily to a $5 million increase in capitalized interest ~~expense during the nine-month period ended September 30, 2017, as compared to the nine-month period ended September 30, 2016, was primarily due to: (i) a $19 million increase in aggregate~~on major projects. The average effective interest ~~expense~~rates, including amortization of deferred financing costs and original issue discount, on borrowings outstanding under our revolving credit, demand notes, senior notes and term loan A facility, which amounted to approximately $4.65 billion and ~~accounts receivable securitization program resulting from an increase in the aggregate average outstanding borrowings ($4.03~~$4.67 billion during the ~~nine months ended September 30, 2017 as compared to $3.51 billion in the comparable 2016 period), as well as an increase in our aggregate average cost~~first quarters of ~~borrowings pursuant to these facilities~~

~~(3.2%~~2024 and 2023, respectively, were 5.1% and 4.7% during the ~~nine months~~three-month periods ended September 30, 2017 as compared to 2.9% in the comparable period of 2016); (ii) a $1 million increase due to a decrease in capitalized interest on major projects, partially offset by; (iii) a $4 million decrease in our interest rate swap expense.March 31, 2024 and 2023, respectively.

Provision for Income Taxes and Effective Tax Rates:

The effective tax rates, as calculated by dividing the provision for income taxes by income before income taxes, were as follows for the ~~three and nine-month~~three-month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 (dollar amounts in thousands):


	Three months ended
	March 31,			March 31,
	2024			2023
Provision for income taxes	$	70,264		$	51,726
Income before income taxes		336,086			214,101
Effective tax rate		20.9	%		24.2	%

In May, 2016, we purchased third-party minority ownership interests in six acute care hospitals located in Las Vegas, Nevada. Prior to that date, outside owners held various noncontrolling, minority ownership interests in eight of our acute care facilities and one behavioral health care facility. Each of these facilities are owned and operated by limited liability companies (“LLC”) or limited partnerships (“LP”). As a result, since there is no income tax liability incurred at the LLC/LP level (since it passes through to the members/partners), the net income attributable to noncontrolling interests does not include any income tax provision/benefit. When computing theThe provision for income taxes increased $19 million during the first quarter of 2024, as ~~reflected on our consolidated statements~~compared to the comparable quarter of ~~income, the net income attributable to noncontrolling interests is deducted from income before income taxes since it represents the third-party members’/partners’ share of~~2023, due primarily to: (i) the income ~~generated by the joint-venture entities. In addition to providing the effective~~ tax rates, as indicated above (as calculated from dividing the provision for income taxes by the income before income taxes as reflected on the consolidated statements of income), we believe it is helpful to our investors that we also provide our effective tax rate as calculated after giving effect to the portion of ourexpense recorded in connection with a $117 million increase in pre-tax income ~~that is attributable to the third-party members/partners.~~

~~The effective tax rates, as calculated by dividing the provision for income taxes by the difference~~(consisting of $122 million increase in income before income taxes ~~minus net income~~and a $5 million unfavorable change in the income/loss attributable to noncontrolling ~~interests, were as follows for~~interests), partially offset by; (ii) a decrease of $9 million resulting from the ~~three and nine-month periods ended September 30, 2017 and 2016 (dollar amounts in thousands):~~

Three months ended

Nine month ended

September 30,

September 30,

September 30,

September 30,

2017

2016

2017

2016

Provision for income taxes

$
74,992

$
88,175

$
286,774

$
306,577

Income before income taxes

220,554

245,440

833,051

875,010

Less: Net income attributable to noncontrolling interests

(4,117
)

(5,400
)

(13,583
)

(40,232
)
Income before income taxes and after net income

attributable to noncontrolling interests

216,437

240,040

819,468

834,778

Effective tax rate

34.6
%

36.7
%

35.0
%

36.7
%

~~The decrease in the effective~~income tax ~~rate~~benefit recorded during the ~~three and nine-month periods ended September 30, 2017, as compared to the comparable periods~~first quarter of 2016, was due primarily to: (i) reductions in the provision for income taxes of $1 million and $9 million during the three and nine-month periods ended September 30, 2017, respectively, resulting from our January 1, 2017 adoption of ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, as discussed herein; (ii) lower effective income tax rates applicable to the income generated during the three and nine-month periods of 2017 at the behavioral health care facilities located in the U.K. that were acquired in late December, 20162024 in connection with employee share-based payments. Excluding from each period the impact of the income tax benefit/expense recorded in connection with employee share-based payments, our ~~acquisition~~effective tax rates were 23.6% and 24.1% during the first quarters of ~~Cambian Group, PLC’s adult services division, and; (iii) a $2 million reduction~~2024 and 2023, respectively.

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 ~~recorded during~~as well as cash taxes. We do not expect these adverse effects to be material and will continue to monitor changes in tax policies and laws issued by the ~~third quarter of 2017 in connection with a change in estimated tax credits.~~OECD and jurisdictions that we operate in.

Liquidity

Net cash provided by operating activities

Net cash provided by operating activities was ~~$878~~$396 million during the ~~nine-month~~three-month period ended ~~September 30, 2017~~March 31, 2024 and ~~$1.14 billion~~$291 million during the ~~comparable period~~first three months of ~~2016.~~2023. The net ~~decrease~~increase of ~~$258~~$106 million was ~~primarily~~ attributable to the following:

•

~~an unfavorable~~a favorable change of ~~$128~~$98 million resulting from an increase in ~~cash flows from forward exchange contracts related to our investments in the United Kingdom;~~

net income plus/minus depreciation and amortization expense, stock-based compensation expense and gains on sales on sales of assets and businesses;

•

~~an unfavorable~~a favorable change of ~~$101~~$86 million in other working capital accounts ~~resulting~~due primarily ~~from changes in accounts payable and accrued expenses due~~ to the timing of ~~disbursements;~~

disbursements for accrued liabilities;

•

an unfavorable change of ~~$32 million in accrued and deferred income taxes~~

~~a favorable change of $17~~$59 million in accounts ~~receivable, and;~~

receivable;

•

an unfavorable change of $45 million in other assets and deferred charges, and;

•

$1426 million of other combined net ~~unfavorable~~favorable changes.

Days sales outstanding (“DSO”): Our DSO are calculated by dividing our net revenue by the number of days in the ~~nine-month~~three-month periods. The result is divided into the accounts receivable balance at ~~September 30th~~March 31st of each year to obtain the DSO. Our DSO were 5154 days and 4953 days at ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, respectively.

Our accounts receivable as of September 30, 2017 and December 31, 2016 include amounts due from Illinois of approximately $52 million and $38 million, respectively. Collection of the outstanding receivables continues to be delayed due to state budgetary and funding pressures. Approximately $35 million as of September 30, 2017 and $25 million as of December 31, 2016, of the receivables due from Illinois were outstanding in excess of 60 days, as of each respective date. Although the accounts receivable due from Illinois could remain outstanding for the foreseeable future, since we expect to eventually collect all amounts due to us, no related reserves have been established in our consolidated financial statements. However, we can provide no assurance that we will eventually collect all amounts due to us from Illinois. Failure to ultimately collect all outstanding amounts due to us from Illinois would have an adverse impact on our future consolidated results of operations and cash flows.

Net cash used in investing activities

~~The $468~~During the first three months of 2024, we used $195 million of net cash ~~used~~ in investing activities ~~during the first nine months of 2017 consisted of:~~as follows:

•

$~~419~~209 million spent on capital expenditures including capital expenditures for equipment, renovations and new projects at various existing facilities;

•

$8 million received in connection with net cash inflows from forward exchange contracts that hedge our investment in the U.K. against movements in exchange rates, and;

•

$5 million received from the sales of assets and businesses;

~~$20 million spent to acquire businesses and property;~~

~~$26 million spent on~~During the ~~purchase and implementation~~first three months of ~~an information technology application, and;~~

~~$3 million spent to increase the statutorily required capital reserves of our commercial insurance subsidiary.~~

~~The $532~~2023, we used $178 million of net cash ~~used~~ in investing activities ~~during the first nine months of 2016 consisted of:~~as follows:

•

$~~396~~169 million spent on capital expenditures including capital expenditures for equipment, renovations and new projects at various existing facilities;

•

$19 million paid in connection with net cash outflows from forward exchange contracts that hedge our investment in the U.K. against movements in exchange rates, and;

•

$9 million received from the sales of assets and businesses.

~~$136 million spent to acquire businesses and property including the acquisition cost of Desert View Hospital, a 25-bed facility located in Pahrump, Nevada.~~

Net cash used in financing activities

During the first ~~nine~~three months of ~~2017,~~2024, we used ~~$380~~$209 million of net cash in financing activities as follows:

•

spent $144 million on net repayments of debt as follows: (i) $67 million related to our term loan A facility; (ii) $75 million related to our revolving credit facility, and; (iii) $2 million related to other debt facilities;

~~generated $43 million of proceeds related to new borrowings pursuant to our accounts receivable securitization program ($36 million) and on demand credit facility ($7 million);~~

~~spent $243~~$142 million to repurchase shares of our Class B Common Stock in connection with: (i) open market purchases pursuant to our stock repurchase program ($106 million; excluding $19 million of purchases made during the first quarter that settled in April, 2024), and; (ii) income tax withholding obligations related to stock-based compensation programs ($1436 million),;

•

spent $64 million on net repayments of debt as follows: (i) $30 million related to our tranche A term loan facility; (ii) $32 million related to our revolving credit facility, and; (ii) ~~open market purchases pursuant~~$2 million related to ~~our $800~~other debt facilities;

•

generated $12 million ~~stock repurchase program ($229 million);~~

of additional borrowings related to other debt facilities;

•

~~spent $16 million to pay profit distributions related to noncontrolling interests in majority owned businesses;~~

•

spent ~~$29~~$14 million to pay quarterly cash dividends of ~~$.10~~$.20 per ~~share, and;~~

share;

•

spent $4 million to pay profit distributions related to noncontrolling interests in majority owned businesses, and;

•

generated $8$3 million from the issuance of shares of our Class B Common Stock pursuant to the terms of employee stock purchase plans.

During the first ~~nine~~three months of ~~2016,~~2023, we used ~~$600~~$106 million of net cash in financing activities as follows:

•

spent $815 million on net repayments of debt as follows: (i) $400 million related to the 7.125% senior secured notes that matured in June, 2016; (ii) $300 million related to our revolving credit facility; (iii) $75 million related to our accounts receivable securitization program; (iv) $33 million related to our term loan A facility, and; (v) $7 million related to other debt facilities;

generated $1.026 billion of proceeds related to new borrowings as follows: (i) $406 million received in connection with the issuance of additional 4.75% senior secured notes due in 2022; (ii) $400 million received from the issuance of 5.0% senior secured notes due in 2026; (iii) $200 million of additional borrowings pursuant to our term loan A facility, and; (iv) $20 million of additional borrowings pursuant to our revolving credit facility;

~~spent $418 million to purchase third-party minority ownership interests in our six acute care hospitals located in Las Vegas, Nevada;~~

~~spent $297~~$85 million to repurchase shares of our Class B Common Stock in connection with: (i) open market purchases pursuant to our stock repurchase program ($79 million), and; (ii) income tax withholding obligations related to stock-based compensation programs ($446 million),;

•

spent $16 million on net repayments of debt as follows: (i) $15 million related to our tranche A term loan facility, and; (ii) ~~open market purchases~~$1 million related to other debt facilities;

•

spent $14 million to pay quarterly cash dividends of $.20 per share;

•

generated $11 million of additional borrowings pursuant to our ~~$800 million stock repurchase program ($253 million);~~

revolving credit facility;

•

spent ~~$61~~$4 million to pay profit distributions related to noncontrolling interests in majority owned ~~businesses;~~

businesses, and;

•

~~spent $29 million to pay quarterly cash dividends of $.10 per share;~~

~~spent $12 million on financing costs, and;~~

generated $6$3 million from the issuance of shares of our Class B Common Stock pursuant to the terms of employee stock purchase plans.

Expected capital expenditures during remainder of 2024

During the ~~remaining three months~~full year of ~~2017,~~2024, we expect to spend approximately ~~$110~~$850 million to ~~$140 million~~$1 billion on capital expenditures which includes expenditures for capital equipment, construction of new facilities, and renovations and ~~new projects~~expansions at existing hospitals. During the first three months of 2024 we spent approximately $209 million on capital expenditures and expect to spend approximately $641 million to $791 million during the remainder of 2024.

We believe that our capital expenditure program is adequate to expand, improve and equip our existing hospitals. We expect to finance all capital expenditures and acquisitions with internally generated funds and/or additional funds, as discussed below.

Capital Resources

Credit Facilities and Outstanding Debt Securities

OnIn June, ~~7, 2016,~~2022, we entered into a ~~Fifth Amendment (the “Fifth Amendment”)~~ninth amendment to our credit agreement dated as of November 15, 2010, as amended ~~on March 15, 2011,~~and restated as of September, ~~21,~~ 2012, ~~May 16, 2013~~August, 2014, October, 2018, August, 2021, and ~~August 7, 2014,~~September, 2021, among UHS, as borrower, the several banks and other financial institutions from time to time parties thereto, as lenders, ~~(“Credit~~and JPMorgan Chase Bank, N.A., as administrative agent, (the “Credit Agreement”). The ~~Fifth Amendment increased~~ninth amendment provided for, among other things, the ~~size~~following: (i) a new incremental tranche A term loan facility in the aggregate principal amount of $700 million which is scheduled to mature on August 24, 2026, and; (ii) replaces the option to make Eurodollar borrowings (which bear interest by reference to the LIBO Rate) with Term Benchmark Loans, which will bear interest by reference to the Secured Overnight Financing Rate (“SOFR”). The net proceeds generated from the incremental tranche A term loan facility were used to repay a portion of the ~~term loan A facility by $200 million and those proceeds~~borrowings that were ~~utilized to repay~~previously outstanding ~~borrowings~~ under our revolving credit facility.

As of March 31, 2024, our Credit Agreement provided for the following:

•

a $1.2 billion aggregate amount revolving credit facility ~~of the Credit Agreement. The Credit Agreement, as amended, which~~that is scheduled to mature in August, ~~2019, consists of: (i) an $800 million revolving credit facility ($380~~2026 (which, as of March 31, 2024, had $733 million of aggregate available borrowing capacity net of $463 million of outstanding borrowings and $3 million of letters of credit), and;

•

a tranche A term loan facility with $2.23 billion of outstanding borrowings as of ~~September 30, 2017), and; (ii) a~~March 31, 2024.

Revolving credit and tranche A ~~facility with $1.798 billion of~~term loan borrowings ~~outstanding as of September 30, 2017.~~

~~Borrowings~~ under the Credit Agreement bear interest at our election at either (1) the ABR rate which is defined as the rate per annum equal to the greatest of (a) the lender’s prime rate, (b) the weighted average of the federal funds rate, plus 0.5% and (c) one month ~~LIBOR~~term SOFR rate plus 1%, in each case, plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from ~~0.50%~~0.25% to ~~1.25% for revolving credit and term loan-A borrowings,~~0.625%, or (2) the one, ~~two,~~ three or six month ~~LIBOR~~term SOFR rate plus 0.1% (at our election), plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from ~~1.50%~~1.25% to ~~2.25% for revolving credit and term loan-A borrowings.~~1.625%. As of ~~September 30, 2017,~~March 31, 2024, the applicable margins were 0.50% for ABR-based loans and 1.50% for ~~LIBOR-based~~SOFR-based loans under the revolving credit and term ~~loan-A~~loan A facilities.

As of September 30, 2017, we had $380 million of borrowings outstanding pursuant to the terms of our $800 million revolving credit facility and we had $366 million of available borrowing capacity net of $33 million of outstanding letters of credit and $22 million of outstanding borrowings pursuant to a short-term, on-demand credit facility. The revolving credit facility includes a $125 million sub-limit for letters of credit. The Credit Agreement is secured by certain assets of the Company and our material subsidiaries (which generally excludes asset classes such as substantially all of the patient-related accounts receivable of our acute care hospitals, if sold to a receivables facility pursuant to the Credit Agreement, and certain real estate assets and assets held in joint-ventures with ~~third-parties)~~third parties) and ~~our material subsidiaries and~~is guaranteed by our material subsidiaries.

~~Pursuant to the terms of the~~The Credit Agreement ~~term loan-A installment payments~~includes a material adverse change clause that must be represented at each draw. The Credit Agreement also contains covenants that include a limitation on sales of ~~approximately $22 million per quarter commenced during the fourth quarter~~assets, mergers, change of ~~2016~~ownership, liens, indebtedness, transactions with affiliates, dividends and ~~are scheduled through June, 2019. Previously, approximately $11 million~~stock repurchases; and requires compliance with financial covenants including maximum leverage. We were in compliance with all required covenants as of ~~quarterly installment payments were made from the fourth quarter of 2014 through the third quarter of 2016.~~ March 31, 2024 and December 31, 2023.

As of ~~September 30, 2017,~~March 31, 2024, we had combined aggregate principal of ~~$1.4~~$2.0 billion from the following senior secured notes:

•

~~$300 million aggregate principal amount of 3.75% senior secured notes due in August, 2019 (“2019 Notes”) which were issued on August 7, 2014.~~

$700 million aggregate principal amount of ~~4.75%~~1.65% senior secured notes due in ~~August, 2022 (“2022 Notes”) which were issued as follows:~~

~~$300 million aggregate principal amount issued on August 7, 2014 at par.~~

~~$400 million aggregate principal amount issued on June 3, 2016 at 101.5% to yield 4.35%.~~

~~$400 million aggregate principal amount of 5.00% senior secured notes due in June,~~September, 2026 (“2026 Notes”) which were issued on ~~June 3, 2016.~~

August 24, 2021.

•

$800 million aggregate principal amount of 2.65% senior secured notes due in October, 2030 (“2030 Notes”) which were issued on September 21, 2020.

•

$500 million of aggregate principal amount of 2.65% senior secured notes due in January, 2032 (“2032 Notes”) which were issued on August 24, 2021.

~~Interest is payable on the 2019 Notes and the 2022 Notes on February 1 and August 1 of each year until the maturity date of August 1, 2019 for the 2019 Notes and August 1, 2022 for the 2022 Notes.~~ Interest on the 2026 Notes is payable on ~~June 1~~March 1st and ~~December 1~~September 1st until the maturity date of ~~June~~September 1, 2026. Interest on the 2030 Notes is payable on April 15th and October 15th, until the maturity date of October 15, 2030. Interest on the 2032 Notes is payable on January 15th and July 15th until the maturity date of January 15, 2032.

The ~~2019~~2026 Notes, ~~2022~~2030 Notes and ~~2026~~2032 Notes (collectively “The Notes”) were ~~offered~~initially issued only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). ~~The 2019~~In December, 2022, we completed a registered exchange offer in which virtually all previously outstanding Notes ~~2022~~were exchanged for identical Notes ~~and 2026 Notes have not been~~that were registered under the Securities Act, and thereby became freely transferable (subject to certain restrictions applicable to affiliates and broker dealers). Notes originally issued under Rule 144A or Regulation S that were not exchanged remain outstanding and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration ~~requirements.~~requirements thereunder.

~~In June, 2016, we repaid the $400 million, 7.125%~~The Notes are guaranteed (the “Guarantees”) on a senior secured ~~notes which matured on June 30, 2016.~~

~~Our~~basis by all of our existing and future direct and indirect subsidiaries (the “Subsidiary Guarantors”) that guarantee our Credit Agreement, ~~includes a material adverse change clause that must be represented at each draw.~~or other first lien obligations or any junior lien obligations. The Notes and the Guarantees are secured by first-priority liens, subject to permitted liens, on certain of the Company’s and the Subsidiary Guarantors’ assets now owned or acquired in the future by the Company or the Subsidiary Guarantors (other than real property, accounts receivable sold pursuant to the Company’s existing receivables facility (as defined in the Indenture pursuant to which The Notes were issued (the “Indenture”)), and certain other excluded assets). The Company’s obligations with respect to The Notes, the obligations of the Subsidiary Guarantors under the Guarantees, and the performance of all of the Company’s and the Subsidiary Guarantors’ other obligations under the Indenture, are secured equally and ratably with the Company’s and the Subsidiary Guarantors’ obligations under the Credit Agreement ~~contains covenants~~and The Notes by a perfected first-priority security interest, subject to permitted liens, in the collateral owned by the Company and its Subsidiary Guarantors, whether now owned or hereafter acquired. However, the liens on the collateral securing The Notes and the Guarantees will be released if: (i) The Notes have investment grade ratings; (ii) no default has occurred and is continuing, and; (iii) the liens on the collateral securing all first lien obligations (including the Credit Agreement and The Notes) and any junior lien obligations are released or the collateral under the Credit Agreement, any other first lien obligations and any junior lien obligations is released or no longer required to be pledged. The liens on any collateral securing The Notes and the Guarantees will also be released if the liens on that ~~include~~collateral securing the Credit Agreement, other first lien obligations and any junior lien obligations are released.

and sale agreement with Universal Health Realty Income Trust (the “Trust”). Pursuant to the terms of the agreement, which was amended during the first quarter of 2022, we, among other things, transferred to the Trust, the real estate assets of Aiken Regional Medical Center (“Aiken”) and Canyon Creek Behavioral Health (“Canyon Creek”). In connection with this transaction, Aiken and Canyon Creek (as lessees), entered into a ~~limitation~~master lease and individual property leases, as amended, (with the Trust as lessor), for initial lease terms on ~~sales~~each property of ~~assets, mergers, change~~approximately twelve years, ending on December 31, 2033. As a result of ~~ownership, liens~~our purchase option within the Aiken and ~~indebtedness, transactions~~Canyon Creek lease agreements, this asset purchase and sale transaction is accounted for as a failed sale leaseback in accordance with ~~affiliates, dividends~~U.S. GAAP and ~~stock repurchases;~~we have accounted for the transaction as a financing arrangement. Our lease payments payable to the Trust are recorded to interest expense and ~~requires compliance~~as a reduction of the outstanding financial liability, and the amount allocated to interest expense is determined based upon our incremental borrowing rate and the outstanding financial liability. In connection with this transaction, our consolidated balance sheets at March 31, 2024 and December 31, 2023 reflect financial ~~covenants including maximum leverage and minimum interest coverage ratios. We~~liabilities, which are included in ~~compliance with all required covenants~~debt, of approximately $77 million as of ~~September 30, 2017.~~each date.

At ~~September 30, 2017,~~March, 2024, the ~~net~~ carrying value and fair value of our debt were approximately ~~$4.0~~$4.9 billion and ~~$4.1~~$4.6 billion, respectively. At December 31, ~~2016,~~2023, the carrying value and fair value of our debt were ~~each~~ approximately ~~$4.1 billion.~~$4.9 billion and $4.6 billion, respectively. The fair value of our debt was computed based upon quotes received from financial institutions. We consider these to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with debt instruments.

Our total debt as a percentage of total capitalization was ~~45% at September 30, 2017~~approximately 44% as of both March 31, 2024 and ~~48% at~~ December 31, ~~2016.~~2023.

We expect to finance all capital expenditures and acquisitions and pay dividends and potentially repurchase shares of our common stock utilizing internally generated and additional funds. Additional funds may be obtained through: (i) borrowings under our existing revolving credit facility, which had $733 million of available borrowing capacity as of March 31, 2024, or through refinancing the existing ~~revolving credit agreement;~~Credit Agreement; (ii) the issuance of other short-term and/or long-term debt, and/or; (iii) the issuance of equity. We believe that our operating cash flows, cash and cash equivalents, available ~~borrowing capacity~~commitments under ~~our $800 million revolving credit facility and $440 million accounts receivable securitization program,~~existing agreements, as well as access to the capital markets, provide us with sufficient capital resources to fund our operating, investing and financing requirements for the next twelve months. However, in the event we need to access the capital markets or other sources of financing, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable time. Our inability to obtain financing on terms acceptable to us could have a material unfavorable impact on our results of operations, financial condition and liquidity.

49Supplemental Guarantor Financial Information

As of March 31, 2024, we had combined aggregate principal of $2.0 billion from The Notes:

•

$700 million aggregate principal amount of the 2026 Notes;

•

$800 million aggregate principal amount of the 2030 Notes, and;

•

$500 million of aggregate principal amount of the 2032 Notes.

The Notes are fully and unconditionally guaranteed pursuant to the Guarantees on a senior secured basis by the Subsidiary Guarantors. The Notes and the Guarantees are secured by first-priority liens, subject to permitted liens, on certain of the Company’s and the Subsidiary Guarantors’ assets now owned or acquired in the future by the Company or the Subsidiary Guarantors (other than real property, accounts receivable sold pursuant to the Company’s existing receivables facility (as defined in the Indentures pursuant to which The Notes were issued ), and certain other excluded assets). The Company’s obligations with respect to The Notes, the obligations of the Subsidiary Guarantors under the Guarantees, and the performance of all of the Company’s and the Subsidiary Guarantors’ other obligations under the Indentures, are secured equally and ratably with the Company’s and the Subsidiary Guarantors’ obligations under the Credit Agreement and The Notes by a perfected first-priority security interest, subject to permitted liens, in the collateral owned by the Company and its Subsidiary Guarantors, whether now owned or hereafter acquired. However, the liens on the collateral securing The Notes and the Guarantees will be released if: (i) The Notes have investment grade ratings; (ii) no default has occurred and is continuing, and; (iii) the liens on the collateral securing all first lien obligations (including the Credit Agreement and The Notes) and any junior lien obligations are released or the collateral under the Credit Agreement, any other first lien obligations and any junior lien obligations is released or no longer required to be pledged. The liens on any collateral securing The Notes and the Guarantees will also be released if the liens on that collateral securing the Credit Agreement, other first lien obligations and any junior lien obligations are released.

The Notes will be structurally subordinated to all obligations of our existing and future subsidiaries that are not and do not become Subsidiary Guarantors of The Notes. No appraisal of the value of the collateral has been made, and the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. Consequently, liquidating the collateral securing The Notes may not produce proceeds in an amount sufficient to pay any amounts due on The Notes.

We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although our Credit Agreement contains restrictions on the incurrence of additional indebtedness and our Credit Agreement and The Notes contain restrictions on our ability to incur liens to secure additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent

us from incurring obligations that do not constitute indebtedness. In addition, if we incur any additional indebtedness secured by liens that rank equally with The Notes, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have the effect of reducing the amount of proceeds paid to holders of The Notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of The Notes and the incurrence of the Guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, The Notes or the Guarantees (or the grant of collateral securing any such obligations) could be voided as a fraudulent transfer or conveyance if we or any of the Subsidiary Guarantors, as applicable, (a) issued The Notes or incurred the Guarantees with the intent of hindering, delaying or defrauding creditors or (b) under certain circumstances received less than reasonably equivalent value or fair consideration in return for either issuing The Notes or incurring the Guarantees.

Basis of Presentation

The following tables include summarized financial information of Universal Health Services, Inc. and the other obligors in respect of debt issued by Universal Health Services, Inc. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.

The summarized balance sheet information for the consolidated obligor group of debt issued by Universal Health Services, Inc. is presented in the table below:



(in thousands)	March 31, 2024		December 31, 2023
Current assets	$	2,318,249	$	2,292,716
Noncurrent assets (1)		8,904,696		8,876,623
Current liabilities		1,814,098		1,786,642
Noncurrent liabilities		5,627,816		5,728,371
Due to non-guarantors		926,008		913,481
(1) Includes goodwill of $3,267 million as of March 31, 2024 and December 31, 2023, respectively.

The summarized results of operations information for the consolidated obligor group of debt issued by Universal Health Services, Inc. is presented in the table below:


	Three Months Ended			Twelve Months Ended
(in thousands)	March 31, 2024			December 31, 2023
Net revenues	$	3,091,319		$	11,454,260
Operating charges		2,738,512			10,416,176
Interest expense, net		52,929			277,521
Other (income) expense, net		(1,480	)		24,996
Net income	$	230,322		$	556,423

Affiliates Whose Securities Collateralize the Senior Secured Notes

The Notes and the Guarantees are secured by, among other things, pledges of the capital stock of our subsidiaries held by us or by our secured Guarantors, in each case other than certain excluded assets and subject to permitted liens. Such collateral securities are secured equally and ratably with our and the Guarantors’ obligations under our Credit Agreement. For a list of our subsidiaries the capital stock of which has been pledged to secure The Notes, see Exhibit 22.1 to this Report.

Upon the occurrence and during the continuance of an event of default under the indentures governing The Notes, subject to the terms of the Security Agreement relating to The Notes provide for (among other available remedies) the foreclosure upon and sale of the Collateral (including the pledged stock) and the distribution of the net proceeds of any such sale to the holders of The Notes, the lenders under the Credit Agreement and the holders of any other permitted first priority secured obligations on a pro rata basis, subject to any prior liens on the collateral.

No appraisal of the value of the collateral securities has been made, and the value of the collateral securities in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. Consequently, liquidating the collateral securities securing The Notes may not produce proceeds in an amount sufficient to pay any amounts due on The Notes.

The security agreement relating to The Notes provides that the representative of the lenders under our Credit Agreement will initially control actions with respect to that collateral and, consequently, exercise of any right, remedy or power with respect to enforcing interests in or realizing upon such collateral will initially be at the direction of the representative of the lenders.

No trading market exists for the capital stock pledged as collateral.

The assets, liabilities and results of operations of the combined affiliates whose securities are pledged as collateral are not materially different than the corresponding amounts presented in the consolidated financial information of Universal Health Services, Inc.

Off-Balance Sheet Arrangements

During the three months ended ~~September 30, 2017,~~March 31, 2024 there have been no material changes in the off-balance sheet arrangements consisting of ~~operating leases and~~ standby letters of credit and surety bonds. ~~Reference is made to~~ ~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Off-Balance Sheet Arrangements,~~ ~~in our Annual Report on Form 10-K for the year ended December 31, 2016.~~

As of ~~September 30, 2017~~March 31, 2024 we were party to certain off balance sheet arrangements consisting of standby letters of credit and surety bonds which totaled ~~$120~~$193 million consisting of: (i) ~~$113~~$174 million related to our self-insurance programs, and; (ii) $7$19 million of other debt and public utility guarantees.

We have various obligations under operating leases or master leases for real property and under operating leases for equipment. The real property master leases are leases for buildings on or near hospital property for which we guarantee a certain level of rental income. We sublease space in these buildings and any amounts received from these subleases are offset against the expense. In addition, we lease three hospital facilities from Universal Health Realty Trust (the “Trust”) with terms expiring in 2021. These leases contain up to two 5-year renewal options. We also lease two free-standing emergency departments and space in certain medical office buildings which are owned by the Trust. In addition, we lease the real property of certain other facilities from non-related parties.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the quantitative and qualitative disclosures about market risk during the three months ended ~~September 30, 2017.~~March 31, 2024. Reference is made to Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2023.

Item 4.Controls and Procedures

As of ~~September 30, 2017,~~March 31, 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) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures are effective to ensure that material information is recorded, processed, summarized and reported by management on a timely basis in order to comply with our disclosure obligations under the 1934 Act and the SEC rules thereunder.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting ~~or in other factors~~ during the ~~third~~first quarter of ~~2017~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

~~We operate~~See Note 6-Commitments and Contingencies to our condensed consolidated financial statements in Item 1 of Part I of this report for a highly regulated and litigious industry which subjects us to various claims and lawsuits in the ordinary course of business as well as regulatory proceedings and government investigations. These claims or suits include claims for damages for personal injuries, medical malpractice, commercial/contractual disputes, wrongful restriction of, or interference with, physicians’ staff privileges, and employment related claims. In addition, health care companies are subject to investigations and/or actions by various state and federal governmental agencies or those bringing claims on their behalf. Government action has increased with respect to investigations and/or allegations against healthcare providers concerning possible violations of fraud and abuse and false claims statutes as well as compliance with clinical and operational regulations. Currently, and from time to time, we and somedescription of our facilities are subjected to inquiries in the form of subpoenas, Civil Investigative Demands, audits and other document requests from various federal and state agencies. These inquiries can lead to notices and/or actions including repayment obligations from state and federal government agencies associated with potential non-compliance with laws and regulations. Further, the federal False Claim Act allows private individuals to bring lawsuits (qui tam actions) against healthcare providers that submit claims for payments to the government. Various states have also adopted similar statutes. When such a claimlegal proceedings. Such information is ~~filed, the government will investigate the matter and decide if they are going to intervene in the pending case. These qui tam lawsuits are placed under seal~~hereby incorporated by the court to comply with the False Claims Act’s requirements. If the government chooses not to intervene, the private individual(s) can proceed independently on behalf of the government. Health care providers that are found to violate the False Claims Act may be subject to substantial monetary fines/penalties as well as face potential exclusion from participating in government health care programs or be required to comply with Corporate Integrity Agreements as a condition of a settlement of a False Claim Act matter. In September 2014, the Criminal Division of the Department of Justice (“DOJ”) announced that all qui tam cases will be shared with their Division to determine if a parallel criminal investigation should be opened. The DOJ has also announced an intention to pursue civil and criminal actions against individuals within a company as well as the corporate entity or entities. In addition, health care facilities are subject to monitoring by state and federal surveyors to ensure compliance with program Conditions of Participation. In the event a facility is found to be out of compliance with a Condition of Participation and unable to remedy the alleged deficiency(s), the facility faces termination from the Medicare and Medicaid programs or compliance with a System Improvement Agreement to remedy deficiencies and ensure compliance.reference.

The laws and regulations governing the healthcare industry are complex covering, among other things, government healthcare participation requirements, licensure, certification and accreditation, privacy of patient information, reimbursement for patient services as well as fraud and abuse compliance. These laws and regulations are constantly evolving and expanding. Further, the Affordable Care Act has added additional obligations on healthcare providers to report and refund overpayments by government healthcare programs and authorizes the suspension of Medicare and Medicaid payments “pending an investigation of a credible allegation of fraud.” We monitor our business and have developed an ethics and compliance program with respect to these complex laws, rules and regulations. Although we believe our policies, procedures and practices comply with government regulations, there is no assurance that we will not be faced with the sanctions referenced above which include fines, penalties and/or substantial damages, repayment obligations, payment suspensions, licensure revocation, and expulsion from government healthcare programs. Even if we were to ultimately prevail in any action brought against us or our facilities or in responding to any inquiry, such action or inquiry could have a material adverse effect on us.

~~Certain legal matters are described below:~~

~~Government Investigations:~~

~~UHS Behavioral Health~~

In February, 2013, the Office of Inspector General for the United States Department of Health and Human Services (“OIG”) served a subpoena requesting various documents from January, 2008 to the date of the subpoena directed at Universal Health Services, Inc. (“UHS”) concerning it and UHS of Delaware, Inc., and certain UHS owned behavioral health facilities including: Keys of Carolina, Old Vineyard Behavioral Health, The Meadows Psychiatric Center, Streamwood Behavioral Health, Hartgrove Hospital, Rock River Academy and Residential Treatment Center, Roxbury Treatment Center, Harbor Point Behavioral Health Center, f/k/a The Pines Residential Treatment Center, including the Crawford, Brighton and Kempsville campuses, Wekiva Springs Center and River Point Behavioral Health. Prior to receipt of this subpoena, some of these facilities had received independent subpoenas from state or federal agencies. Subsequent to the February 2013 subpoenas, some of the facilities above have received additional, specific subpoenas or other document and information requests. In addition to the OIG, the DOJ and various U.S. Attorneys’ and state Attorneys’ General Offices are also involved in this matter. Since February 2013, additional facilities have also received subpoenas and/or document and information requests or we have been notified are included in the omnibus investigation. Those facilities include: National Deaf Academy, Arbour-HRI Hospital, Behavioral Hospital of Bellaire, St. Simons By the Sea, Turning Point Care Center, Salt Lake Behavioral Health, Central Florida Behavioral Hospital, University Behavioral Center, Arbour Hospital, Arbour-Fuller Hospital, Pembroke Hospital, Westwood Lodge, Coastal Harbor Health System, Shadow Mountain Behavioral Health, Cedar Hills Hospital, Mayhill Hospital, Southern Crescent Behavioral Health (Anchor Hospital and Crescent Pines campuses), Valley

~~Hospital (AZ), Peachford Behavioral Health System of Atlanta, University Behavioral Health of Denton, and El Paso Behavioral Health System.~~

In April, 2014, the Centers for Medicare and Medicaid Services (“CMS”) instituted a Medicare payment suspension at River Point Behavioral Health in accordance with federal regulations regarding suspension of payments during certain investigations. The Florida Agency for Health Care Administration (“AHCA”) subsequently issued a Medicaid payment suspension for the facility. River Point Behavioral Health submitted a rebuttal statement disputing the basis of the suspension and requesting revocation of the suspension. Notwithstanding, CMS continued the payment suspension. River Point Behavioral Health provided additional information to CMS in an effort to obtain relief from the payment suspension but the Medicare suspension remains in effect. In June 2017, AHCA advised that while they were maintaining the suspension for dual eligible and cross-over Medicare beneficiaries, the Medicaid payment suspension was lifted effective June 27, 2017. We cannot predict if and/or when the facility’s remaining suspended payments will resume in total. Although the operating results of River Point Behavioral Health did not have a material impact on our consolidated results of operations during the three and nine-month periods ended September 30, 2017 or the year ended December 31, 2016, the payment suspension has had a material adverse effect on the facility’s results of operations and financial condition.

The DOJ has advised us that the civil aspect of the coordinated investigation referenced above is a False Claims Act investigation focused on billings submitted to government payers in relation to services provided at those facilities. At present, we are uncertain as to potential liability and/or financial exposure of the Company and/or individual facilities, if any, in connection with these matters.

~~Litigation:~~

~~U.S. ex rel Escobar v. Universal Health Services, Inc. et.al.~~

This is a False Claims Act case filed against Universal Health Services, Inc., UHS of Delaware, Inc. and HRI Clinics, Inc. d/b/a Arbour Counseling Services in U.S. District Court for the District of Massachusetts. This qui tam action primarily alleges that Arbour Counseling Services failed to appropriately supervise certain clinical providers in contravention of regulatory requirements and the submission of claims to Medicaid were subsequently improper. Relators make other claims of improper billing to Medicaid associated with alleged failures of Arbour Counseling to comply with state regulations. The U.S. Attorney’s Office and the Massachusetts Attorney General’s Office initially declined to intervene. UHS filed a motion to dismiss and the trial court originally granted the motion dismissing the case. The First Circuit Court of Appeals (“First Circuit”) reversed the trial court’s dismissal of the case. The United States Supreme Court subsequently vacated the First Circuit’s opinion and remanded the case for further consideration under the new legal standards established by the Supreme Court for False Claims Act cases. During the 4^th quarter of 2016, the First Circuit issued a revised opinion upholding their reversal of the trial court’s dismissal. The case was then remanded to the trial court for further proceedings. In January 2017, the U.S. Attorney’s Office and Massachusetts Attorney General’s Office advised of the potential for intervention in the case. The Massachusetts Attorney General’s Office subsequently filed its motion to intervene which was granted and, in April 2017, filed their Complaint in Intervention. We are defending this case vigorously. At this time, we are uncertain as to potential liability or financial exposure, if any, which may be associated with this matter.

~~Shareholder Class Action~~

In December 2016 a purported shareholder class action lawsuit was filed in U.S. District Court for the Central District of California against UHS, and certain UHS officers alleging violations of the federal securities laws. Plaintiff alleges that defendants violated federal securities laws relating to the disclosures made in public filings associated with practices at our behavioral health facilities. The case was originally filed as Heed v. Universal Health Services, Inc. et. al. (Case No. 2:16-CV-09499-PSG-JC). The court subsequently appointed Teamsters Local 456 Pension Fund and Teamsters Local 456 Annuity Fund to serve as lead plaintiffs. The case has been transferred to the U.S. District Court for the Eastern District of Pennsylvania and the style of the case has been changed to Teamsters Local 456 Pension Fund, et. al. v. Universal Health Services, Inc. et. al. (Case No. 2:17-CV-02817-LS). In September, 2017, Teamsters Local 456 Pension Fund filed an amended complaint. We deny liability and intend to defend ourselves vigorously. At this time, we are uncertain as to potential liability or financial exposure, if any, which may be associated with this matter.

~~Shareholder Derivative Cases~~

derivative suits were filed in the United States District Court for the Eastern District of Pennsylvania. The plaintiffs in those cases are: Central Laborers’ Pension Fund (Case No. 17-cv-02187-LS); Firemen’s Retirement System of St. Louis (Case No. 17—cv-02317-LS); Waterford Township Police & Fire Retirement System (Case No. 17-cv-02595-LS); and Amalgamated Bank Longview Funds (Case No. 17-cv-03404-LS). The Fireman’s Retirement System case has since been voluntarily dismissed. In addition, a shareholder derivative case was filed in Chancery Court in Delaware by the Delaware County Employees’ Retirement Fund (Case No. 2017-0475-JTL). These additional cases make substantially similar allegations and claims based upon alleged violations of federal securities laws as well common law causes of action against the individual defendants. All of these additional cases have also named all members of the UHS Board of Directors as well as certain officers of the Company. The defendants deny liability and intend to defend these cases vigorously. At this time, we are uncertain as to potential liability or financial exposure, if any, which may be associated with these matters.

~~Chowdary v. Universal Health Services, Inc., et. al.~~

~~Disproportionate Share Hospital Payment Matter:~~

In late September, 2015, many hospitals in Pennsylvania, including seven of our behavioral health care hospitals located in the state, received letters from the Pennsylvania Department of Human Services (the “Department”) demanding repayment of allegedly excess Medicaid Disproportionate Share Hospital payments (“DSH”) for the federal fiscal year 2011 (“FFY2011”) amounting to approximately $4 million in the aggregate. Since that time, we have received similar requests for repayment for alleged DSH overpayments for FFYs 2012 and 2013 aggregating to approximately $11 million. We filed administrative appeals for all of our facilities contesting the recoupment efforts for FFYs 2011 through 2013 as we believe the Department’s calculation methodology is inaccurate and conflicts with applicable federal and state laws and regulations. The Department has agreed to postpone the recoupment of the state’s share of the DSH payments until all hospital appeals are resolved but started recoupment of the federal share. The Department will likely make similar repayment demand for FFY 2014. Due to a change in the Pennsylvania Medicaid State Plan and implementation of a CMS-approved Medicaid Section 1115 Waiver, we do not believe the methodology applied by the Department to FFYs 2011 through 2013 is applicable to reimbursements received for Medicaid services provided after January 1, 2015 by our behavioral health care facilities located in Pennsylvania. We can provide no assurance that we will ultimately be successful in our legal and administrative appeals related to the Department’s repayment demands. If our legal and administrative appeals are unsuccessful, our future consolidated results of operations and financial condition could be adversely impacted by these repayments.

~~Matters Relating to Psychiatric Solutions, Inc. (“PSI”):~~

The following matters pertain to PSI or former PSI facilities (owned by subsidiaries of PSI) which were in existence prior to the acquisition of PSI and for which we have assumed the defense as a result of our acquisition which was completed in November, 2010:

~~Department of Justice Investigation of Riveredge Hospital~~

~~Department of Justice Investigation of Friends Hospital~~

~~Other Matters:~~

Item 1A.Risk Factors

~~Our Annual Report on Form 10-K for~~The following is an update to the ~~year ended December 31, 2016 includes a listing of~~ risk factors ~~to be considered by investors in our securities. There have been no material changes in our risk factors from those~~ set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2023. Other than the following update, there have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. You should carefully consider the risk factors contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings made with the Securities and Exchange Commission.

We are subject to pending legal actions, purported stockholder class actions, governmental investigations, inquiries and regulatory actions.

We and our subsidiaries are subject to pending legal actions, governmental investigations, inquiries and regulatory actions and judgments (see Note 6 to the Consolidated Financial Statements-Commitments and Contingencies as contained in this Quarterly Report on Form 10-Q). We may become subject to additional medical malpractice lawsuits, product liability lawsuits, class action lawsuits, investigations and other legal actions in the ordinary course of business.

Defending ourselves against the allegations in the lawsuits and governmental investigations, inquiries, or similar matters and any related publicity, could potentially entail significant costs and could require significant attention from our management and our reputation could suffer significantly. We are unable to predict the outcome of these matters or to reasonably estimate the amount or range of any such loss; however, these lawsuits and the related publicity and news articles that have been published concerning these matters could have a material adverse effect on our business, financial condition, results of operations and/or cash flows which in turn could cause a decline in our stock price. In an effort to resolve one or more of these matters, we may choose to negotiate a settlement. Amounts we pay to settle any of these matters may be material. All professional and general liability insurance we purchase is subject to policy limitations. We believe that, based on our past experience and actuarial estimates, our insurance coverage is adequate considering the claims arising from the operations of our hospitals. While we continuously monitor our coverage, our ultimate liability for professional and general liability claims could change materially from our current estimates. If such policy limitations should be partially or fully exhausted in the future, or payments of claims exceed our estimates or are not covered by our insurance, it could have a material adverse effect on our operations.

For example, as discussed elsewhere herein, a jury recently returned a verdict for compensatory damages of $60 million and punitive damages of $475 million against the Pavilion Behavioral Health System (the “Pavilion”), one of our indirect subsidiaries. The Pavilion is evaluating all legal options and intends to challenge this verdict in post-judgment trial court proceedings and on appeal. We are uncertain as to the ultimate financial exposure related to the Pavilion matter and we can make no assurances regarding its outcome, or the amount of damages that may be held recoverable after post-judgment proceedings and appeal.

Also, in July 2022, UHS along with three other companies that own Residential Treatment Facilities (“RTFs”) received a letter from U.S. Senator Patty Murray (then Chair of the Senate Health, Education, Labor and Pensions Committee) and U.S. Senator Ron Wyden (Chairman of the Senate Finance Committee) requesting information about policies and practices in providing treatment to children and youths in RTFs. We have cooperated with the inquiry and provided certain documents and information to the Committees. Recently, we received new and supplemental requests for information and documentation. In addition, we have recently been advised that the Senate Finance Committee intends to hold a public hearing on the topic and to issue a report of their findings in the coming months.

We are and may become subject to other loss contingencies, both known and unknown, which may relate to past, present and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in some or all of our legal proceedings or other loss contingencies, or if successful claims and other actions are brought against us in the future, there could be a material adverse impact on our financial position, results of operations and liquidity.

In particular, government investigations, as well as qui tam and stockholder lawsuits, may lead to material fines, penalties, damages payments or other sanctions, including exclusion from government healthcare programs. The federal False Claims Act permits private parties to bring qui tam, or whistleblower, lawsuits on behalf of the government against companies alleging that the defendant has defrauded the federal government. These private parties are entitled to share in any amounts recovered by the government, and, as a result, the number of whistleblower lawsuits that have been filed against providers has increased significantly in recent years. Because qui tam lawsuits are filed under seal, we could be named in one or more such lawsuits of which we are not aware. Settlements of lawsuits involving Medicare and Medicaid issues routinely require both monetary payments and corporate integrity agreements, each of which could have a material adverse effect on our business, financial condition, results of operations and/or cash flows.

If our financial exposure in connection with litigation relating to the Pavilion Behavioral Health System exhausts all or a significant portion of the remaining commercial insurance coverage available to our subsidiaries related to other occurrences in 2020, or it causes us to have to post a large bond or other collateral during an appeal process, our future results of operations and capital resources could be materially adversely impacted.

As previously reported on Form 8-K as filed on April 1, 2024, the Pavilion Behavioral Health System (the “Pavilion”), an indirect subsidiary of the Company, is a defendant in a lawsuit filed in Champaign County, Illinois, relating to the sexual assault of one minor patient by another minor patient in 2020. The plaintiff asserted claims of negligence and misrepresentation. The Pavilion denied any liability. The case went to trial in March of 2024. 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. Based on a search of verdicts in comparable cases, the magnitude of this verdict was unexpected and is unprecedented for a single-plaintiff injury case of this type in Champaign County, Illinois. The Pavilion is evaluating all legal options and intends to challenge this verdict in post-judgment trial court proceedings and on appeal. We are uncertain as to the ultimate financial exposure related to the Pavilion matter and we can make no assurances regarding its outcome, or the amount of damages that may be held recoverable after post-judgment proceedings and appeal. While the Pavilion has professional liability insurance to cover a portion of these amounts, the resolution of this matter may have a material adverse effect on the Company. As of March 31, 2024, without reduction for any potential amounts related to the above-mentioned Pavilion matter, 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 ($10 million per occurrence for professional liability claims and $3 million per occurrence for general liability claims)). In the event the resolution of the Pavilion matter exhausts all or a significant portion of the remaining commercial insurance coverage available to the Company and its subsidiaries for claims that occurred in 2020, or it causes us to have to post a large bond or other collateral during an appeal process, our future results of operations and capital resources could be materially adversely impacted.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

~~In February, 2016, our Board~~As of ~~Directors authorized a $400~~December 31, 2023, we had an aggregate available repurchase authorization of $422.9 million ~~increase~~pursuant to our stock repurchase ~~program, which increased the aggregate authorization to $800 million from the previous $400 million authorization approved during the third quarter of 2014.~~program. Pursuant to this program, ~~we may purchase~~ shares of our Class B Common Stock may be repurchased, from time to time as conditions allow, on the open market or in negotiated private transactions.

There is no expiration date for our stock repurchase program.

As reflected below, during the three-month period ended ~~September 30, 2017, 870,000~~March 31, 2024, we have repurchased 700,000 shares ~~($94.3~~at an aggregate cost of approximately $125.10 million ~~in the aggregate) were repurchased~~(approximately $178.71 per share) pursuant to the terms of our stock repurchase ~~program and 8,810~~program. In addition, during the three-month period ended March 31, 2024, 205,172 shares were repurchased in connection with income tax withholding obligations resulting from ~~the exercise of stock options.~~stock-based compensation programs.

During the period of ~~July~~January 1, ~~2017~~2024 through ~~September 30, 2017,~~March 31, 2024, we repurchased the following shares:

Additional
Dollars
Authorized
For
Repurchase
(in thousands)

Total
number of
shares
purchased

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

Average
price paid
per share
for shares
purchased
as part of
publicly
announced
program

Aggregate
purchase
price paid for shares purchased as part of publicly announced program
(in thousands)

Maximum
number of
shares that
may yet be
purchased
under the
program

Maximum
number of
dollars that
may yet be
purchased
under the
program
(in thousands)

July, 2017

—

157,480

1,125

$
0.01

150,000

$
110.75

$
16,612

—

$
142,167

August, 2017

—

720,234

—

N/A

720,000

$
107.95

$
77,726

—

$
64,441

September, 2017

—

1,096

—

N/A

—

$
-

$
-

—

$
64,441

Total July through September

—

878,810

1,125

$
0.01

870,000

$
108.43

$
94,338


	Additional Dollars Authorized For Repurchase (in thousands)		Total number of shares purchased		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		Average price paid per share for shares purchased as part of publicly announced program		Aggregate purchase price paid for shares purchased as part of publicly announced program (in thousands)		Maximum number of shares that may yet be purchased under the program		Maximum number of dollars that may yet be purchased under the program (in thousands)
January 2024	$	-		7,978		81	$	0.01		—	$	-	$	-		—	$	422,883
February, 2024	$	-		10,665		13	$	0.01		—	$	-	$	-		—	$	422,883
March, 2024	$	-		886,529		13	$	0.01		700,000	$	178.71	$	125,096		—	$	297,787
Total January through March, 2024	$	-		905,172		107	$	0.01		700,000		178.71	$	125,096

Dividends

During the quarter ended ~~September 30, 2017,~~March 31, 2024, we declared and paid dividends of ~~$.10~~$.20 per share. Dividend equivalents are accrued on unvested restricted stock units and will be paid upon vesting of the restricted stock unit.

Item 5.Other Information

54None 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 March 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

Item 6.Exhibits

~~(a) Exhibits:~~


11 22.1	~~Statement re computation~~List of ~~per share earnings is set forth in Note 7~~Guarantor Subsidiaries and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the ~~Notes to Condensed Consolidated Financial Statements.~~Registrant.

31.1	Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.

31.2	Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.

32.1	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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~~101.PRE~~	Inline XBRL Taxonomy Extension Presentation Linkbase Document

~~EXHIBIT~~ ~~INDEX~~


~~Exhibit~~ ~~No.~~104		~~Description~~ The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, has been formatted in Inline XBRL.


11		~~Statement re computation of per share earnings is set forth in Note 7 of the Notes to Condensed Consolidated Financial Statements.~~

~~31.1~~		~~Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934.~~

~~31.2~~		~~Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934.~~

~~32.1~~		~~Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~		~~XBRL Instance Document~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Universal Health Services, Inc.
		(Registrant)

Date: ~~November~~May 8, ~~2017~~2024		/s/ ~~Alan~~ B. Marc D. Miller
		~~Alan B.~~Marc D. Miller, ~~Chairman of the Board and~~
		President and Chief Executive Officer
		(Principal Executive Officer)

		/s/ SteveFilton
		Steve Filton,
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class B Common Stock, $0.01 par value	UHS	New York Stock Exchange


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☒	Accelerated filer		☐

Non-accelerated filer	☐	Smaller reporting company		☐
			Emerging growth company	☐

	Nine months ended September 30,
	2017			2016
Cash Flows from Operating Activities:
Net income	$	546,277		$	568,433
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization		334,127			309,172
Stock-based compensation expense		42,838			36,358
Changes in assets & liabilities, net of effects from acquisitions and dispositions:
Accounts receivable		10,090			(6,836	)
Accrued interest		(5,747	)		3,303
Accrued and deferred income taxes		(20,177	)		12,187
Other working capital accounts		23,729			124,987
Other assets and deferred charges		(21,798	)		(11,451	)
Other		(54,664	)		58,040
Excess income tax benefits related to stock-based compensation		0			36,407
Accrued insurance expense, net of commercial premiums paid		80,814			66,049
Payments made in settlement of self-insurance claims		(57,224	)		(60,137	)
Net cash provided by operating activities		878,265			1,136,512

Cash Flows from Investing Activities:
Property and equipment additions, net of disposals		(418,693	)		(396,163	)
Acquisition of property and businesses		(19,610	)		(136,221	)
Increase in capital reserves of commercial insurance subsidiary		(3,000	)		0
Costs incurred for purchase and implementation of information technology application		(26,401	)		0
Net cash used in investing activities		(467,704	)		(532,384	)

Cash Flows from Financing Activities:
Reduction of long-term debt		(143,526	)		(814,971	)
Additional borrowings		43,124			1,026,000
Acquisition of noncontrolling interests in majority owned businesses		0			(418,000	)
Financing costs		(34	)		(12,330	)
Repurchase of common shares		(242,870	)		(297,177	)
Dividends paid		(28,776	)		(29,197	)
Issuance of common stock		7,637			6,379
Profit distributions to noncontrolling interests		(15,924	)		(61,053	)
Net cash used in financing activities		(380,369	)		(600,349	)

Effect of exchange rate changes on cash and cash equivalents		1,485			(3,263	)

Increase in cash and cash equivalents		31,677			516
Cash and cash equivalents, beginning of period		33,747			61,228
Cash and cash equivalents, end of period	$	65,424		$	61,744

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	107,442		$	82,883
Income taxes paid, net of refunds	$	305,885		$	259,174
Noncash purchases of property and equipment	$	64,958		$	45,319

	Three months ended September 30, 2017
	Acute Care Hospital Services			Behavioral Health Services (a)			Other			Total Consolidated
	(Amounts in thousands)
Gross inpatient revenues	$	5,344,625		$	2,257,231		$	0		$	7,601,856
Gross outpatient revenues	$	3,199,066		$	236,559		$	0		$	3,435,625
Total net revenues	$	1,316,748		$	1,224,548		$	568		$	2,541,864
Income/(loss) before allocation of corporate overhead and income taxes	$	106,707		$	228,673		$	(115,026	)	$	220,354
Allocation of corporate overhead	$	(45,680	)	$	(39,707	)	$	85,387		$	0
Income/(loss) after allocation of corporate overhead and before income taxes	$	61,027		$	188,966		$	(29,639	)	$	220,354
Total assets as of September 30, 2017	$	3,736,676		$	6,610,811		$	291,873		$	10,639,360

	Nine months ended September 30, 2017
	Acute Care Hospital Services			Behavioral Health Services (a)			Other			Total Consolidated
	(Amounts in thousands)
Gross inpatient revenues	$	16,373,472		$	6,689,368		$	0		$	23,062,840
Gross outpatient revenues	$	9,780,173		$	740,331		$	0		$	10,520,504
Total net revenues	$	4,072,752		$	3,685,230		$	9,096		$	7,767,078
Income/(loss) before allocation of corporate overhead and income taxes	$	452,388		$	732,749		$	(352,086	)	$	833,051
Allocation of corporate overhead	$	(137,031	)	$	(119,021	)	$	256,052		$	0
Income/(loss) after allocation of corporate overhead and before income taxes	$	315,357		$	613,728		$	(96,034	)	$	833,051
Total assets as of September 30, 2017	$	3,736,676		$	6,610,811		$	291,873		$	10,639,360

	Nine months ended September 30, 2016
	Acute Care Hospital Services			Behavioral Health Services (a)			Other			Total Consolidated
	(Amounts in thousands)
Gross inpatient revenues	$	14,295,797		$	5,987,430		$	0		$	20,283,227
Gross outpatient revenues	$	8,461,032		$	668,457		$	0		$	9,129,489
Total net revenues	$	3,794,341		$	3,489,681		$	6,503		$	7,290,525
Income/(loss) before allocation of corporate overhead and income taxes	$	420,832		$	784,016		$	(329,838	)	$	875,010
Allocation of corporate overhead	$	(128,007	)	$	(116,161	)	$	244,168		$	0
Income/(loss) after allocation of corporate overhead and before income taxes	$	292,825		$	667,855		$	(85,670	)	$	875,010
Total assets as of September 30, 2016	$	3,581,425		$	5,927,564		$	164,650		$	9,673,639

	Three months ended					Three months ended					Nine months ended					Nine months ended
	September 30, 2017					September 30, 2016					September 30, 2017					September 30, 2016
	Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues
Net revenues before provision for doubtful accounts	$	1,452,997				$	1,402,732				$	4,431,714				$	4,224,695
Less: Provision for doubtful accounts	$	196,542					172,883					548,387					491,556
Net revenues		1,256,455		100.0	%		1,229,849		100.0	%		3,883,327		100.0	%		3,733,139		100.0	%
Operating charges:
Salaries, wages and benefits		551,144		43.9	%		528,249		43.0	%		1,623,774		41.8	%		1,547,580		41.5	%
Other operating expenses		307,909		24.5	%		309,702		25.2	%		925,122		23.8	%		896,589		24.0	%
Supplies expense		212,350		16.9	%		210,973		17.2	%		654,218		16.8	%		621,258		16.6	%
Depreciation and amortization		62,446		5.0	%		59,252		4.8	%		185,151		4.8	%		174,855		4.7	%
Lease and rental expense		14,390		1.1	%		12,572		1.0	%		41,864		1.1	%		39,489		1.1	%
Subtotal-operating expenses		1,148,239		91.4	%		1,120,748		91.1	%		3,430,129		88.3	%		3,279,771		87.9	%
Income from operations		108,216		8.6	%		109,101		8.9	%		453,198		11.7	%		453,368		12.1	%
Interest expense, net		639		0.1	%		817		0.1	%		2,073		0.1	%		2,460		0.1	%
Income before income taxes	$	107,577		8.6	%	$	108,284		8.8	%	$	451,125		11.6	%	$	450,908		12.1	%

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
Amounts in millions		2017		2016		2017		2016
Estimated cost of providing charity care	$	30	$	27	$	98	$	76
Estimated cost of providing uninsured discounts related care	34		30		87		81
Estimated cost of providing uncompensated care	$	64	$	57	$	185	$	157

Acute Care and Behavioral Health Facilities Combined	Percentage of Net Patient Revenues						Percentage of Net Patient Revenues
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Third Party Payors:
Medicare		20	%		20	%		20	%		20	%
Medicaid		11	%		12	%		11	%		12	%
Managed Care (HMO and PPOs)		57	%		56	%		56	%		56	%
Other Sources		12	%		12	%		13	%		12	%
Total		100	%		100	%		100	%		100	%

Acute Care Facilities	Percentage of Net Patient Revenues						Percentage of Net Patient Revenues
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Third Party Payors:
Medicare		25	%		25	%		25	%		25	%
Medicaid		7	%		7	%		7	%		7	%
Managed Care (HMO and PPOs)		65	%		64	%		64	%		64	%
Other Sources		3	%		4	%		4	%		4	%
Total		100	%		100	%		100	%		100	%

Behavioral Health Facilities	Percentage of Net Patient Revenues						Percentage of Net Patient Revenues
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Third Party Payors:
Medicare		14	%		16	%		14	%		15	%
Medicaid		14	%		16	%		15	%		16	%
Managed Care (HMO and PPOs)		48	%		49	%		48	%		48	%
Other Sources		24	%		19	%		23	%		21	%
Total		100	%		100	%		100	%		100	%

	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016
Revolving credit & demand notes (a.)	$	2,976		$	578		$	8,055		$	3,917
$400 million, 7.125% Senior Notes due 2016 (b.)		-			-			-			12,031
$300 million, 3.75% Senior Notes due 2019		2,812			2,812			8,437			8,437
$700 million, 4.75% Senior Notes due 2022, net (c.)		8,070			8,070			24,210			16,558
$400 million, 5.00% Senior Notes due 2026 (d.)		5,000			5,000			15,000			6,556
Term loan facility A (a.)		12,654			9,663			34,956			26,637
Accounts receivable securitization program (e.)		2,205			1,130			5,701			3,540
Subtotal-revolving credit, demand notes, Senior Notes, term loan facility and accounts receivable securitization program		33,717			27,253			96,359			77,676
Interest rate swap expense, net		246			2,146			2,337			6,606
Amortization of financing fees		2,239			2,221			6,690			5,985
Other combined interest expense		1,070			1,246			3,711			3,811
Capitalized interest on major projects		(299	)		(712	)		(672	)		(1,839	)
Interest income		(17	)		(25	)		(42	)		(68	)
Interest expense, net	$	36,956		$	32,129		$	108,383		$	92,171

	Three months ended						Nine month ended
	September 30,			September 30,			September 30,			September 30,
	2017			2016			2017			2016
Provision for income taxes	$	74,992		$	88,175		$	286,774		$	306,577
Income before income taxes		220,554			245,440			833,051			875,010
Effective tax rate		34.0	%		35.9	%		34.4	%		35.0	%