XML 28 R13.htm IDEA: XBRL DOCUMENT
v3.20.4

Common Stock | 12 Months Ended
--- | ---
Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Common Stock | 5) COMMON STOCK Dividends In April, 2020, as part of various COVID-19 initiatives, we suspended declaration and payment of quarterly dividends. Our Board of Directors have recently approved resumption of quarterly dividend payments, of $0.20 per share, beginning in the first quarter of 2021. All classes of our common stock have similar economic rights. We declared and paid cash dividends of $17.3 million, or $.20 per share, during the first quarter of 2020. Cash dividends of $0.60 per share ($53.0 million in the aggregate) were declared and paid during 2019 and $0.40 per share ($37.3 million in the aggregate) were declared and paid during 2018. Stock Repurchase Programs In April, 2020, as part of various COVID-19 initiatives, we suspended our stock repurchase program. We are planning to resume stock repurchases, subject to approval by our Board of Directors, during the second quarter of 2021. In July, 2019, our Board of Directors authorized a $1.0 billion increase to our stock repurchase program, which increased the aggregate authorization to $2.7 billion from the previous $1.7 billion authorization approved in various increments since 2014. Pursuant to this program, which had an aggregate available repurchase authorization of $559.6 million as of December 31, 2020, shares of our Class B Common Stock may be repurchased, from time to time as conditions allow, on the open market or in negotiated private transactions. There is no expiration date for our stock repurchase programs. The following schedule provides information related to our stock repurchase program for each of the three years ended December 31, 2020. During 2020, 1,951,899 shares ($196.6 million in the aggregate) were repurchased pursuant to the terms of the stock repurchase program and 81,057 shares ($10.2 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from stock-based compensation programs. During 2019, 5,397,753 shares ($706.2 million in the aggregate) were repurchased pursuant to the terms of our stock repurchase program and 336,943 shares ($47.7 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from stock-based compensation programs. During 2018, 3,321,968 shares ($401.3 million) were repurchased pursuant to the terms of our stock repurchase program and 102,800 shares ($12.7 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from stock-based compensation programs.
|  | Additional dollars authorized for repurchase (in thousands) |  |  | Total number of shares purchased (a.) |  |  | 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 (in thousands) |  |  | Aggregate purchase price paid for shares purchased as part of publicly announced program |  |  | Maximum number of dollars that may yet be purchased under the program (in thousands) |
Balance as of January 1, 2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 363,660 |
2018 |  | $ | 500,000 |  |  |  | 3,435,992 |  |  |  | 11,224 |  |  | $ | 0.01 |  |  |  | 3,321,968 |  |  | $ | 120.81 |  |  | $ | 414,002 |  |  | $ | 401,316 |  |  | $ | 462,344 |
2019 |  | $ | 1,000,000 |  |  |  | 5,762,409 |  |  |  | 27,713 |  |  | $ | 0.01 |  |  |  | 5,397,753 |  |  | $ | 130.84 |  |  | $ | 753,928 |  |  | $ | 706,221 |  |  | $ | 756,123 |
2020 |  | $ | — |  |  |  | 2,050,735 |  |  |  | 17,779 |  |  | $ | 0.01 |  |  |  | 1,951,899 |  |  | $ | 100.70 |  |  | $ | 206,719 |  |  | $ | 196,560 |  |  | $ | 559,563 |
Total for three year period ended December 31, 2020 |  | $ | 1,500,000 |  |  |  | 11,249,136 |  |  |  | 56,716 |  |  | $ | 0.01 |  |  |  | 10,671,620 |  |  | $ | 122.20 |  |  | $ | 1,374,649 |  |  | $ | 1,304,097 |  |  |  |  |
| (a.) | Includes 17,779, 27,713 and 11,224 of restricted shares that were forfeited by former employees pursuant to the terms of our restricted stock purchase plan during 2020, 2019 and 2018, respectively.
Stock-based Compensation Plans At December 31, 2020, we have a number of stock-based employee compensation plans. Pursuant to the FASB’s guidance, we expense the grant-date fair value of stock options and other equity-based compensation pursuant to the straight-line method over the stated vesting period of the award using the Black-Scholes option-pricing model. Pre-tax share-based compensation costs of $54.7 million during 2020, $60.1 million during 2019 and $61.1 million during 2018 were recognized related to outstanding stock options. In addition, pre-tax compensation costs of $11.2 million during 2020, $9.3 million during 2019 and $5.5 million during 2018 were recognized related to amortization of restricted stock and discounts provided in connection with shares purchased pursuant to our 2005 Employee Stock Purchase Plan. As of December 31, 2020, there was approximately $97.8 million of unrecognized compensation cost related to unvested stock options and restricted stock which is expected to be recognized over the remaining average vesting period of 2.3 years. The expense associated with stock-based compensation arrangements is a non-cash charge. In the Consolidated Statements of Cash Flows, stock-based compensation expense is an adjustment to reconcile net income to cash provided by operating activities and aggregated to $65.8 million in 2020, $69.4 million in 2019 and $66.6 million in 2018. In connection with our January 1, 2017 adoption of ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, our provision for income taxes and our net income attributable to UHS were unfavorably impacted by $7.4 million during 2020, and favorably impacted by $12.2 million during 2019 and $1.2 million during 2018. In 2005, we adopted the 2005 Stock Incentive Plan (the “Stock Incentive Plan”) which was amended in 2008, 2010, 2015 and 2017 and was cancelled in 2020, as discussed below. An aggregate of 35.6 million shares of Class B Common Stock had been reserved under the Stock Incentive Plan, the remaining balance of which was cancelled in 2020. During 2020, 2019 and 2018, stock options, net of cancellations, of approximately 2.5 million, 2.2 million and 2.1 million, respectively, were granted under the Stock Incentive Plan. Stock options to purchase Class B Common Stock have been granted to our officers, key employees and members of our Board of Directors. Commencing in 2018, our key employees and non-executive officers began receiving a portion of their stock-based compensation in the form of restricted stock (as discussed below) in addition to receiving options to purchase Class B Common Stock. In 2020, we adopted the 2020 Omnibus Stock and Incentive Plan (the “2020 Stock Incentive Plan”) which was approved by our shareholders in May, 2020. A total of 6.1 million shares of Class B Common Stock may be issued under the 2020 Stock Incentive Plan. Under the 2020 Stock Incentive Plan, shares that are subject to stock options shall be counted as one share for every one share subject to stock options, and shares that are subject to restricted stock awards or restricted stock units shall be counted as four shares for every one share subject to restricted stock awards or restricted stock units. Various other types of equity awards are also permitted under the 2020 Stock Incentive Plan. During 2020, 44,000 stock options and 3,000 restricted stock units were granted under the 2020 Stock Incentive Plan to our key employees, and no shares were cancelled. Restricted stock and restricted stock units issued under the 2020 Stock Incentive Plan do not have rights to receive dividends on unvested restricted awards, however, the accrual of dividend equivalents on unvested restricted awards may be permitted. Upon adoption of the 2020 Stock Incentive Plan, no additional awards were granted under the 2005 Stock Incentive Plan or the 2010 Employees’ Restricted Stock Purchase Plan, and reserves for future issuance pursuant to each plan were cancelled. The per option weighted-average grant-date fair value of options granted during 2020 (including the 2005 and 2020 Stock Incentive Plans), 2019 and 2018 was $14.60, $30.40 and $28.19, respectively. All stock options were granted with an exercise price equal to the fair market value on the date of the grant. The majority of options are exercisable ratably over a four-year period beginning one year after the date of the grant. All outstanding options expire five years after the date of the grant. As of December 31, 2020, approximately 6.0 million shares of Class B Common Stock remain available for issuance pursuant to the 2020 Stock Incentive Plan. Shares that are subject to options are counted against the reserve balance as one share for every one share subject to such option; shares that are subject to restricted stock or restricted stock units are counted against the reserve balance as four shares for every one share subject to the restricted stock or unit. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted average assumptions were derived from averaging the number of options granted during the most recent five-year period. The weighted-average assumptions reflected below were based upon twenty-six option grants for the five-year period ending December 31, 2020, twenty-nine option grants for the five-year period ending December 31, 2019 and twenty-seven option grants for the five-year period ending December 31, 2018.
Year Ended December 31, |  | 2020 |  |  | 2019 |  |  | 2018 |
Expected volatility |  |  | 28 | % |  |  | 27 | % |  |  | 27 | %
Risk free Interest rate |  |  | 2 | % |  |  | 2 | % |  |  | 1 | %
Expected life (years) |  |  | 3.5 |  |  |  | 3.4 |  |  |  | 3.4 |
Forfeiture rate |  |  | 8 | % |  |  | 9 | % |  |  | 13 | %
Dividend yield |  |  | 0.5 | % |  |  | 0.3 | % |  |  | 0.3 | %
The risk-free rate is based on the U.S. Treasury zero coupon four year yield curve in effect at the time of grant. The expected life of the stock options granted was estimated using the historical behavior of employees. Expected volatility was based on historical volatility for a period equal to the stock option’s expected life. Expected dividend yield is based on our dividend yield at the time of grant. The forfeiture rate is based upon the actual historical forfeitures utilizing the 5-year term of the option. The table below summarizes our stock option activity during the year ended December 31, 2020:
Outstanding Options |  | Number of Shares |  |  | Weighted Average Exercise Price |  |
Balance, January 1, 2020 |  |  | 8,133,176 |  |  | $ | 124.52 |  |
Granted |  |  | 2,589,966 |  |  | $ | 70.36 |  |
Exercised |  |  | (1,534,741 | ) |  | $ | 118.99 |  |
Expired |  |  | (551,750 | ) |  | $ | 117.30 |  |
Cancelled |  |  | (397,685 | ) |  | $ | 114.79 |  |
Balance, December 31, 2020 |  |  | 8,238,966 |  |  | $ | 109.47 |  |
Outstanding options vested and exercisable as of December 31, 2020 |  |  | 2,522,906 |  |  | $ | 124.62 |  |
The following table provides information about unvested options for the year ended December 31, 2020:
|  | Shares |  |  | Weighted Average Grant Date Fair Value |
Unvested options as of January 1, 2020 |  |  | 5,581,909 |  |  | $ | 28.45 |
Granted |  |  | 2,589,966 |  |  | $ | 14.60 |
Vested |  |  | (2,184,896 | ) |  | $ | 27.40 |
Cancelled |  |  | (270,919 | ) |  | $ | 24.92 |
Unvested options as of December 31, 2020 |  |  | 5,716,060 |  |  | $ | 22.74 |
The following table provides information regarding all options outstanding at December 31, 2020:
|  | Options Outstanding |  |  | Options Exercisable |
Number of options outstanding |  |  | 8,238,966 |  |  |  | 2,522,906 |
Weighted average exercise price |  | $ | 109.47 |  |  | $ | 124.62 |
Aggregate intrinsic value as of December 31, 2020 |  | $ | 231,848,241 |  |  | $ | 32,525,812 |
Weighted average remaining contractual life |  |  | 2.9 |  |  |  | 1.9 |
The total in-the-money value of all stock options exercised during the years ended December 31, 2020, 2019 and 2018 were $22.2 million, $126.7 million and $39.9 million, respectively. The weighted average remaining contractual life for options outstanding and weighted average exercise price per share for exercisable options at December 31, 2018, 2019 and 2020 were as follows:
Year Ended: |  | Options Outstanding |  |  | Weighted Average Exercise Price Per Share |  |  | Weighted Average Remaining Contractual Life (in Years) |  |  | Exercisable Options |  |  | Weighted Average Exercise Price Per Share |  |  | Expected to Vest Options |  |  | Weighted Average Exercise Price Per Share |
|  | Shares |  |  |  |  |  |  |  |  |  |  | Shares |  |  |  |  |  |  | Shares |  |  |  |  |
2018 |  |  | 9,674,791 |  |  | $ | 115.39 |  |  |  | 2.6 |  |  |  | 3,724,179 |  |  | $ | 106.77 |  |  |  | 4,414,324 |  |  | $ | 120.82 |
2019 |  |  | 8,133,176 |  |  |  | 124.52 |  |  |  | 2.7 |  |  |  | 2,551,267 |  |  |  | 119.86 |  |  |  | 5,073,423 |  |  |  | 126.62 |
2020 |  |  | 8,238,966 |  |  |  | 109.47 |  |  |  | 2.9 |  |  |  | 2,522,906 |  |  |  | 124.62 |  |  |  | 5,099,823 |  |  |  | 110.47 |
Under our Amended and Restated 2010 Employees’ Restricted Stock Purchase Plan (the “Restricted Stock Plan”), which was cancelled during 2020 upon the approval of the 2020 Stock Incentive Plan, as mentioned above, allowed eligible participants to purchase shares of Class B Common Stock at par value, subject to certain restrictions and had 600,000 shares of Class B Common Stock reserved. The reserve balance in the Restricted Stock Plan was cancelled during 2020. During 2020, 2019 and 2018, restricted shares, net of cancellations, of approximately 119,844, 117,467, and 136,571, respectively, were granted and issued under the Restricted Stock Plan, with various ratable vesting periods ranging up to five years from the date of grant. The weighted-average grant-date fair value of the restricted shares granted during 2020, 2019 and 2018 under the Restricted Stock Plan was $68.06, $133.98 and $119.51, respectively. As mentioned above, in 2020, we adopted the 2020 Stock Incentive Plan. During 2020, 3,000 restricted stock units were granted under the 2020 Stock Incentive Plan with four-year vesting periods from the date of grant. The weighted average grant-date fair value of the restricted stock units issued under the 2020 Stock Incentive Plan was $109.72. The fair value of each restricted stock grant or restricted stock unit was determined as the closing UHS market price on the date of grant. Restricted shares of Class B Common Stock have been granted to our officers and key employees. In addition to the 2020 Stock Incentive Plan, we have our 2005 Employee Stock Purchase Plan (the “Employee Stock Plan”) which allows eligible employees to purchase shares of Class B Common Stock at a ten percent discount. There were 115,008, 82,449 and 87,051 shares issued pursuant to the Employee Stock Purchase Plan during 2020, 2019 and 2018, respectively. In connection with the Employee Stock Plan, we have reserved 2.0 million shares of Class B Common Stock for issuance and have issued approximately 1.5 million shares as of December 31, 2020. As of December 31, 2020, approximately 500,000 shares of Class B Common Stock remain available for issuance pursuant to this plan. At December 31, 2020, 22,087,459 shares of Class B Common Stock were reserved for issuance upon conversion of shares of Class A, C and D Common Stock outstanding, for issuance upon exercise of options to purchase Class B Common Stock and for issuance of stock under other incentive plans. Class A, C and D Common Stock are convertible on a share for share basis into Class B Common Stock.

X
- Definition Common stock. + References No definition available. + Details
Name: | uhs_CommonStockTextBlock
Namespace Prefix: | uhs_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration