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Common Stock | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Common Stock | 5) COMMON STOCK Dividends We declared and paid cash dividends of $.80 per share during each of the last three years amounting to, in the aggregate, $53.3 million during 2024, $55.5 million during 2023 and $58.4 million during 2022. All classes of our common stock have similar economic rights. Stock Repurchase Programs As of January 1, 2024, we had an aggregate available repurchase authorization of $422.88 million under our stock repurchase program. In July, 2024, our Board of Directors authorized a $1.0 billion increase in our stock repurchase program. As of December 31, 2024, we had an aggregate available repurchase authorization of $824.36 million. Pursuant to this program, 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, 2024. During 2024, 2,982,906 shares ($598.5 million in the aggregate) were repurchased pursuant to the terms of the stock repurchase program and 375,248 shares ($72.2 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from stock-based compensation programs. During 2023, 3,855,046 shares ($524.5 million in the aggregate) were repurchased pursuant to the terms of the stock repurchase program and 164,649 shares ($22.9 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from stock-based compensation programs. During 2022, 6,666,547 shares ($810.9 million in the aggregate) were repurchased pursuant to the terms of the stock repurchase program and 153,305 shares ($22.0 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, 2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 358,233 |
2022 |  | $ | 1,400,000 |  |  |  | 6,828,319 |  |  |  | 8,467 |  |  | $ | 0.01 |  |  |  | 6,666,547 |  |  | $ | 121.63 |  |  | $ | 832,915 |  |  | $ | 810,865 |  |  | $ | 947,368 |
2023 |  | $ | — |  |  |  | 4,022,051 |  |  |  | 2,356 |  |  | $ | 0.01 |  |  |  | 3,855,046 |  |  | $ | 136.05 |  |  | $ | 547,362 |  |  | $ | 524,485 |  |  | $ | 422,883 |
2024 |  | $ | 1,000,000 |  |  |  | 3,358,261 |  |  |  | 107 |  |  | $ | 0.01 |  |  |  | 2,982,906 |  |  | $ | 200.65 |  |  | $ | 670,753 |  |  | $ | 598,522 |  |  | $ | 824,361 |
Total for three year period ended December 31, 2024 |  | $ | 2,400,000 |  |  |  | 14,208,631 |  |  |  | 10,930 |  |  | $ | 0.01 |  |  |  | 13,504,499 |  |  | $ | 143.20 |  |  | $ | 2,051,030 |  |  | $ | 1,933,872 |  |  |  |
(a.) Includes 107, 2,356, and 8,467 of restricted shares that were forfeited by former employees pursuant to the terms of our restricted stock purchase plan during 2024, 2023 and 2022, respectively. Stock-based Compensation Plans At December 31, 2024, 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 (computed utilizing the Black-Scholes option-pricing model) and other equity-based compensation pursuant to the straight-line method over the stated vesting period of the awards. Pre-tax share-based compensation costs of $54.3 million during 2024, $64.2 million during 2023 and $66.2 million during 2022 were recognized related to outstanding stock options. In addition, pre-tax compensation costs of $45.1 million during 2024, $23.5 million during 2023 and $19.1 million during 2022 were recognized related to amortization of restricted stock and units as well as discounts provided in connection with shares purchased pursuant to our 2005 Employee Stock Purchase Plan. As of December 31, 2024, there was approximately $149.4 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 $99.3 million in 2024, $87.7 million in 2023 and $85.4 million in 2022. 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 we re favorably impacted by $15.9 million during 2024 (net of a $10.2 million unfavorable impact resulting from executive compensation limitations pursuant to IRC section 162(m)), unfavorably imp acted by $4.7 million during 2023, and unfavorably impacted by $636,000 during 2022. In 2005, we adopted the 2005 Stock Incentive Plan (the “Stock Incentive Plan”) which was amended in 2008, 2010, 2015 and 2017 and was canceled 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 canceled in 2020. During 2020, stock options, net of cancellations of approximately 2.2 million 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 or restricted stock units (as discussed below) in addition to receiving options to purchase Class B Common Stock. Commencing in 2024 our key employees and non-executive officers began receiving their stock-based compensation in the form of restricted stock units only. In 2020, we adopted the 2020 Omnibus Stock and Incentive Plan (the “2020 Stock Incentive Plan”) which was amended in 2022 and 2024. An aggregate of 18.1 million shares of Class B Common Stock has been reserved for issuance under the 2020 Stock Incentive Plan. As of December 31, 2024, approximately 8.62 million shares of Class B Common Stock remain available for issuance pursuant to the 2020 Stock Incentive Plan. Under the 2020 Stock Incentive Plan, shares that are subject to stock options shall be counted as one share per stock option, and every share that is subject to restricted stock awards or restricted stock units shall be counted as four shares. Various other types of equity awards are also permitted under the 2020 Stock Incentive Plan. During each of the last three years, the following were granted pursuant to the 2020 Stock Incentive Plan (net of cancellations): • 2024: 3,000 stock options and 514,765 restricted stock units (including 63,362 performance based restricted stock units). • 2023: 1.6 million stock options and 255,085 restricted stock units (including 93,606 performance based restricted stock units). • 2022: 1.5 million stock options and 207,253 restricted stock units (including 65,768 performance based restricted stock units, net of cancellations). Prior to 2024, our annual stock-based compensation awards were generally issued as a blend restricted stock units and stock options. Commencing in 2024, our annual stock-based compensation awards were issued fully in restricted stock units and are expected to remain so in future years. 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 (discussed below), and reserves for future issuance pursuant to each plan were canceled. The weighted average grant-date fair values of the restricted stock units issued under the 2020 Stock Incentive Plan during each of the last three years, as reflected above, were $181.05 during 2024, $118.14 during 2023 and $142.70 during 2022. The fair value of each restricted stock unit was determined as the closing UHS market price o n the date of grant. Restricted shares and/or units of Class B Common Stock have been granted to our officers, key employees and members of our Board of Directors. The per option weighted-average grant-date fair values for options granted under the 2020 Stock Incentive Plan were $44.58 during 2024, $41.88 during 2023 and $45.63 during 2022. All stock options issued in 2024, 2023 and 2022 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. 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-two option grants for the five-year period ending December 31, 2024, thirty option grants for the five-year period ending December 31, 2023 and twenty-nine option grants for the five-year period ending December 31, 2022.
Year Ended December 31, |  | 2024 |  |  | 2023 |  |  | 2022 |
Expected volatility |  |  | 39 | % |  |  | 36 | % |  |  | 33 | %
Risk free Interest rate |  |  | 2 | % |  |  | 2 | % |  |  | 2 | %
Expected life (years) |  |  | 3.5 |  |  |  | 3.5 |  |  |  | 3.6 |
Forfeiture rate |  |  | 7 | % |  |  | 7 | % |  |  | 7 | %
Dividend yield |  |  | 0.8 | % |  |  | 0.7 | % |  |  | 0.6 | %
The risk-free r ate 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, 2024:
Outstanding Options |  | Number of Shares |  |  | Weighted Average Exercise Price |  |
Balance, January 1, 2024 |  |  | 6,794,794 |  |  | $ | 121.13 |  |
Granted |  |  | 3,000 |  |  | $ | 154.71 |  |
Exercised |  |  | (2,628,331 | ) |  | $ | 114.80 |  |
Cancelled |  |  | (260,215 | ) |  | $ | 128.59 |  |
Balance, December 31, 2024 |  |  | 3,909,248 |  |  | $ | 124.91 |  |
Outstanding options vested and exercisable as of December 31, 2024 |  |  | 1,603,412 |  |  | $ | 116.94 |  |
The following table provides information about unvested options for the year ended December 31, 2024:
|  | Shares |  |  | Weighted Average Grant Date Fair Value |
Unvested options as of January 1, 2024 |  |  | 4,344,181 |  |  | $ | 39.22 |
Granted |  |  | 3,000 |  |  | $ | 44.58 |
Vested |  |  | (1,783,851 | ) |  | $ | 34.43 |
Cancelled |  |  | (257,494 | ) |  | $ | 42.53 |
Unvested options as of December 31, 2024 |  |  | 2,305,836 |  |  | $ | 42.56 |
The following table provides information regarding all options outstanding at December 31, 2024:
|  | Options Outstanding |  |  | Options Exercisable |
Number of options outstanding |  |  | 3,909,248 |  |  |  | 1,603,412 |
Weighted average exercise price |  | $ | 124.91 |  |  | $ | 116.94 |
Aggregate intrinsic value as of December 31, 2024 |  | $ | 213,073,701 |  |  | $ | 100,184,865 |
Weighted average remaining contractual life (years) |  |  | 2.0 |  |  |  | 1.2 |
The total in-the-money value of all stock options exercised during the year s ended December 31, 2024, 2023 and 2022 were $185.3 million, $57.1 million and $49.4 million, respectively. The weighted average remaining contractual life for options outstanding and weighted average exercise price per share for exercisable options at December 31, 2022, 2023 and 2024 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 |  |  |  |
2022 |  |  | 7,875,667 |  |  | $ | 122.04 |  |  |  | 2.5 |  |  |  | 3,073,714 |  |  | $ | 116.89 |  |  |  | 4,508,480 |  |  | $ | 121.89 |
2023 |  |  | 6,794,794 |  |  |  | 121.13 |  |  |  | 2.6 |  |  |  | 2,450,613 |  |  |  | 114.96 |  |  |  | 4,178,237 |  |  |  | 124.86 |
2024 |  |  | 3,909,248 |  |  |  | 124.91 |  |  |  | 2.0 |  |  |  | 1,603,412 |  |  |  | 116.94 |  |  |  | 1,838,407 |  |  |  | 130.20 |
In addition to the 2020 Stock Inc entive Plan, we have our 2005 Employee Stock Purchase Plan (the “Employee Stock Plan”), as amended during 2024, which allows eligible employees to purchase shares of Class B Common Stock at a 10% discount. There were 81,146, 100,507 and 127,538 shares issued pursuant to the Employee Stock Purchase Plan during 2024, 2023 and 2022, respectively. In connection with the Employee Stock Plan, we have reserved 3.0 million shares of Class B Common Stock for issuance and have issued approximately 1.9 million shares as of December 31, 2024. As of December 31, 2024, approximately 1.1 million shares of Class B Common Stock remain available for issuance pursuant to this plan. At December 31, 2024, 24,386,891 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.

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