Added10-Q 2026-11-06 vs 10-K 2026-02-25
The success of our acquisition of Talkspace, Inc. is subject to numerous risks and uncertainties.
UHSUniversal Health Services
Our principal business is owning and operating, through our subsidiaries, acute care hospitals and outpatient facilities and behavioral health care facilities. 10-K, Item 1
- Employees
- 101,500
- Headquarters
- King Of Prussia, PA
- CEO
- Marc D. Miller
- Next results
- around Feb 25, 2027
7 paragraphs in Risk Factors of the 10-K filed Feb 25, 2026 with nothing like them in the 10-K filed Feb 26, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
In connection with the operations at our George Washington University Hospital and Cedar Hill Regional Medical Center located in Washington, D. C. ( the “District Hospitals”), we recently agreed to the framework of an agreement with The George Washington University ( the “University”) and the faculty medical group, The Medical Faculty Associates, Inc., to change the arrangement among the parties. The transaction, which is pending completion and subject to execution of definitive agreements, is anticipated to close during the second quarter of 2026. Should this transaction be finalized as tentatively agreed, among other things: (i) a new taxable non-profit subsidiary of ours will employ a large number, but not all, of their physicians and allied health professionals who had been part of that group, and; (ii) we will assume financial and management responsibility for that group. With this transaction, there is a risk that some physicians who have traditionally treated their patients at the District Hospitals may choose to not join or remain with the new physician group or treat their patients at the District Hospitals. If the transaction is not consummated, or the anticipated benefits of the transition are not realized, the operations and financial performance of the District Hospitals could be materially adversely impacted which could potentially result in a material adverse effect on our consolidated results of operations.
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1115 waiver policy emphasized work requirements, eligibility restrictions on Medicaid, and capped funding. The second Trump administration may, again, take a similar approach.
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a Medicare self-referral disclosure protocol, which is intended to allow providers to self-disclose actual or potential violations of the Stark law. Because there are only a few judicial decisions interpreting the Stark law, there can be no assurance that our hospitals will not be found in violation of the Stark Law or that self-disclosure of a potential violation would result in reduced penalties.
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UHS Delaware is also a defendant in a lawsuit filed in Washoe County, Nevada, along with Pinnacle Management Group NV, LLC ("Pinnacle Medical Group", in which a subsidiary of the Company holds a 50% interest) and several individuals. The Company was previously dismissed from the lawsuit. The lawsuit contains allegations of intentional interference with contractual relationships and prospective economic advantage resulting from the departure of several physicians from St. Mary’s Medical Group in Reno, Nevada, who joined Pinnacle Medical Group in 2021. A trial of this matter was concluded on September 26, 2025, with a verdict rendered against UHS Delaware and the other defendants for approximately $4.7 million in compensatory damages. The jury also awarded punitive damages against UHS Delaware of $500 million and lesser amounts against some of the other defendants. Based upon Nevada statutory law, we expect the punitive damages to be reduced to a maximum of approximately $14 million. We also believe that recent Nevada Supreme Court precedent could further reduce the amount of punitive damages.
UHS Delaware, and the other defendants are evaluating all legal options and intend to challenge this verdict in post-judgment trial court proceedings and on appeal. We are uncertain as to the ultimate financial exposure related to this matter and we can make no assurance regarding its outcome, or the amount of damages that may be recoverable after post-judgment proceedings and appeals. If we are unsuccessful in reversing the verdict, or significantly reducing the level of damages, or we are required to post a substantial bond pending appeal, this matter could have a material adverse effect on the financial condition of the Company.
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tariffs or trade barriers by the U.S., the European Union, Mexico, Canada, China or other countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.
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Our $700 million, 1.65% senior notes ("2026 Notes") mature on September 1, 2026. Market interest rates have increased significantly since the 2026 Notes were issued in 2021. We expect that we will refinance the 2026 Notes at significantly higher interest rates which will significantly increase our interest expense thereby decreasing our net income attributable to UHS.
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New in the latest 10-Q
32 paragraphs in the 10-Q filed Nov 6, 2026 with nothing like them in the 10-Q filed Aug 7, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
We have one 5 -year renewal option at existing lease rates (through 2031 ). We have provided notice to the Trust of our intent to exercise our renewal option in connection with this lease, at existing lease rates for a 5 -year term of January 1, 2027 through December 31, 2031. The 5 -year renewal is expected to be finalized during the fourth quarter of 2026.
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As discussed below, in August 2026, we completed the public offering of: (i) $600 million, 5.500% senior secured notes due in 2031, and; (ii) $500 million, 6.000% senior secured notes due in 2036. Proceeds from the issuance of these senior secured notes were ultimately utilized to repay our $700 million, 1.650% senior secured notes due on September 1, 2026.
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No other gains or losses were recognized in income related to derivatives in Subtopic 815-20.
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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):
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(a) Restricted cash is included in other assets on the accompanying condensed consolidated balance sheets and consists of statutorily required capital reserves related to our commercial insurance subsidiary.
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other things, inappropriate sexual contact during medical examinations by Dr. Daniel Davidow, an independent contractor and the former medical director for Cumberland.
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In August 2026, we reached a tentative settlement agreement, which is subject to execution of final release agreements and certain court approvals (as necessary), to resolve all of the outstanding claims related to the current claimants in the Cumberland Litigation. Pursuant to the tentative settlement agreement, the terms of the aggregate settlement are confidential. We believe a substantial portion of the tentative aggregate settlement amount, and related expenses, is covered by our commercial excess insurance and the remainder is covered by our reserves recorded in connection with the Cumberland Litigation. If the tentative settlement agreement in connection with the Cumberland Litigation is not finalized, or we are unable to recover a significant amount under our commercial insurance policies, we can make no assurances regarding the ultimate financial exposure, timing, substance or outcome of the Cumberland Litigation (which related to occurrences in the 2020 policy year), or the amount of damages that may be ultimately held recoverable after post-judgment proceedings and appeals.
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In August 2026, we reached a tentative settlement agreement, which is subject to execution of final release agreements and certain court approvals (as necessary), to resolve all of the outstanding claims related to the current claimants in the Cumberland Litigation. Pursuant to the tentative settlement agreement, the terms of the aggregate settlement are confidential. We believe a substantial portion of the tentative aggregate settlement amount, and related expenses, is covered by our commercial excess insurance and the remainder is covered by our reserves recorded in connection with the Cumberland Litigation.
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In April 2026, Laurel Ridge Treatment Center ("Laurel Ridge"), a 330-bed, behavioral health care facility located in San Antonio, Texas, received notice from the Centers for Medicare and Medicaid Services that it was terminating Laurel Ridge’s Medicare provider
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agreement effective as of April 30, 2026. Laurel Ridge filed an administrative appeal contesting the decision and also filed a lawsuit in federal court for the Western District of Texas seeking a temporary restraining order to prevent the termination from taking effect pending completion of the administrative appeal process. The Court denied the request for the temporary restraining order. As such, Laurel Ridge has been terminated from the Medicare and Medicaid program. During the second quarter of 2026, the facility submitted its re-application for Medicare/Medicaid certification and intends to remain open during the reapplication process although there is no assurance that recertification will be granted. During the reapplication process, we expect to incur operating losses and cash flow deficits. During the nine-month period ended September 30, 2026, Laurel Ridge generated a loss before income taxes of approximately $16 million. During the year ended December 31, 2025, Laurel Ridge generated income before income taxes of approximately $23 million.
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On July 6, 2026, our Springville Campus at Provo Canyon School in Springville, Utah received notice from the Utah Department of Health and Human Services (" Utah DHHS") that its license was being revoked effective July 6, 2026. We subsequently received a notice on July 17, 2026, that the Utah DHHS was revoking the license of the Provo campus of the Provo Canyon School effective July 17, 2026. Pursuant to these actions, we were required to discharge all remaining patients at these facilities by early to mid-August, 2026. We have filed appeals of both actions.
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Pursuant to an agreement with the state of Utah, we have agreed to voluntarily relinquish our adolescent licenses at both campuses. As a result, the appeals will be dismissed. We are assessing various alternatives regarding future operations at these facilities. During the year ended December 31, 2025, the aggregate income before income taxes generated by these facilities was approximately $2 million.
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In connection with our acquisition of Talkspace, Inc. ("Talkspace"), which was completed in August 2026, we assumed unvested stock-based compensation awards previously issued to certain Talkspace employees in the form of incentive stock options and restricted stock units (the "Assumed Awards") under Talkspace's 2021 Incentive Award Plan, as amended (the "Talkspace Plan"). Pursuant to the terms of the merger agreement, the Assumed Awards were converted into similar awards of our equity and are subject
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to same terms and conditions as applied to the corresponding awards under the Talkspace Plan, except that: (i) the Assumed Awards relate to shares of our Class B Common Stock, and; (ii) the number of shares of our Class B Common Stock subject to the Assumed Awards and, with respect to assumed options, the adjusted exercise price of such options were the result of adjustments based upon an equity award exchange ratio. As of September 30, 2026, net of cancellations and vestings, there are 9,003 incentive stock options and 128,789 restricted stock units outstanding in connection with the Assumed Awards, and approximately $20.0 million of related unrecognized compensation cost which is expected to be recognized over the remaining weighted average vesting period of 2.2 years. The unrecognized compensation cost and remaining weighted average vesting period in connection with the Assumed Awards is included in the related aggregate amounts disclosed above.
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In August 2026, we acquired Talkspace, Inc, a virtual behavioral healthcare company, for approximately $820 million, net of cash acquired.
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The aggregate net purchase price of these acquisitions was preliminarily allocated to assets and liabilities based upon their estimated fair values as follows:
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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.
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In addition, in August, 2026, we completed our acquisition of Talkspace, Inc. ("Talkspace"), a virtual behavioral healthcare company, with a network of approximately 6,000 licensed professionals that serve all 50 states, Washington, D.C., and Puerto Rico.
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• there have been numerous political and legal efforts to expand, repeal, replace or modify the ACA since its enactment, some of which have been successful, in part, in modifying the ACA, as well as court challenges to the constitutionality of
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• on September 2, 2026, the Continuing Appropriations and Extensions Act, 2027 was enacted, providing temporary funding for federal government operations through December 11, 2026. Full-year appropriations for fiscal year 2027 have not yet been enacted, and uncertainty remains regarding the timing of their enactment and the levels of funding that will ultimately be appropriated. If additional appropriations legislation or another continuing resolution is not enacted before the current funding expires, a lapse in appropriations could result in a partial or broader federal government shutdown. In the past several years political disputes concerning authorization of a federal budget have led to a shutdown of substantial
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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.
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Financial results for the three-month periods ended September 30, 2026 and 2025:
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• a decrease of $13 million due to an unrealized pre-tax gain recorded during the third quarter of 2025 in connection with an increase in the market value of certain equity securities (that were sold during the fourth quarter of 2025), and;
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• a decrease of $15 million due to an unrealized pre-tax gain recorded during the first nine months of 2025 in connection with an increase in the market value of certain equity securities (that were sold during the fourth quarter of 2025), and;
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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.
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additional disclosure related to this facility see Note 6 to the Condensed Consolidated Financial Statements, Commitments and Contingencies-Legal Proceedings).
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The ACA also contained provisions aimed at reducing fraud and abuse in healthcare. The ACA amends several existing laws, including the federal Anti-Kickback Statute and the False Claims Act, making it easier for government agencies and private plaintiffs
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CMS granted approval of the DPP program for the period July 1, 2025 to June 30, 2026 on July 31, 2026.
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• $1.003 billion spent in connection with: (i) the acquisition of Talkspace, Inc., a virtual behavioral health platform (for approximately $820 million, net of cash acquired, during the third quarter of 2026); (ii) the acquisition of behavioral health care facilities located in Ireland (39 inpatient and 2 day services' facilities for approximately $178 million, net of cash acquired, during the third quarter of 2026), and; (iii) approximately $5 million spent on another acquisition.
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The Eleventh Amendment, among other things, increased our borrowing capacity by an aggregate of $900 million as follows:
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As discussed below, in August 2026, we completed the public offering of: (i) $600 million, 5.500% senior secured notes due in 2031, and; (ii) $500 million, 6.000% senior secured notes due in 2036. Proceeds from the issuance of these senior secured notes were ultimately utilized to repay our $700 million, 1.650% senior secured notes due on September 1, 2026.
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Risk Factors
There are also certain other risks and uncertainties, including the following, which could potentially result in a material adverse effect on our future consolidated results of operations: (i) since not all of the physicians affiliated with the MFA joined CMG, there is a risk that some physicians who have traditionally treated their patients at the District Hospitals may choose to not treat their patients at the District Hospitals; (ii) the anticipated benefits of the transition are not realized; (iii) CMG’s operating losses, after giving effect to the potential financial support from the University during the first five years (as discussed above), significantly exceed our expectations; (iv) since the University’s potential financial support to us ends after five years, any operating losses sustained by CMG after that time would have a greater unfavorable impact on our consolidated results of operations, and; (v) there is a risk that, as a result of the OAG’s review, the transaction is ultimately unwound, or significantly changed from its current form.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 6, 2026 against Item 1A of the 10-K filed Feb 25, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
The following is an update to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Other than the following updates, 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, 2025. 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.
Added10-Q 2026-11-06 vs 10-K 2026-02-25
In August 2026, we completed the acquisition of Talkspace, Inc. ("Talkspace") for approximately $820 million, net of cash acquired. Talkspace is a virtual behavioral healthcare company, with a network of approximately 6,000 licensed professionals that serve all 50 states, Washington, D.C., and Puerto Rico. We financed the acquisition of Talkspace with additional borrowings, as discussed in Note 4 to Condensed Consolidated Financial Statements - Treasury - Credit Facilities and Outstanding Debt Securities.
Added10-Q 2026-11-06 vs 10-K 2026-02-25
Our ability to realize the unanticipated benefits of the acquisition is subject to numerous risks and uncertainties including: integrating the business and achieving the anticipated synergies; the risk that such synergies may take longer to realize than expected; failure to retain key employees of Talkspace; failure to retain a significant portion of Talkspace’s providers or relationships with payers; the risk that the integration disrupts current plans and operations in a manner that harms our business or diverts management’s attention from ongoing business operations; and the amount of any costs, fees, expenses, impairments and charges related to the acquisition including the cost and use of capital related to financing the acquisition.
Added10-Q 2026-11-06 vs 10-K 2026-02-25
In connection with the operations at our George Washington University Hospital and Cedar Hill Regional Medical Center located in Washington, D. C. (the “District Hospitals”), in late May 2026, we finalized negotiations and executed agreements with The George Washington University (the “University”) and the faculty medical group, The Medical Faculty Associates, Inc. (“MFA”), to change the arrangement among the parties. As a part of the new arrangement, the University may provide potential annual financial support to us during the first five years, subject to certain annual limitations as stipulated in the agreement.
Added10-Q 2026-11-06 vs 10-K 2026-02-25
The District of Columbia’s Office of the Attorney General (“OAG”) is reviewing the transaction under their assertion of authority pursuant to the Healthcare Entity Conversion Act. Although we dispute the OAG’s jurisdiction over this matter, we are cooperating with the OAG as they conduct their review which remains ongoing. Once the OAG’s review has been completed, the OAG may approve the transaction as currently structured, reject the transaction, or approve the transaction subject to certain conditions.
Added10-Q 2026-11-06 vs 10-K 2026-02-25
On August 1, 2026, Foggy Bottom Physicians Group d/b/a/ Capital Medical Group (“CMG”) began operations as a physician led non-profit entity employing all transitioning former MFA physicians, advanced practice providers and staff. A wholly-owned subsidiary of ours is the entity's sole member. Although the OAG's review is ongoing, we have assumed management and financial responsibility for the operations of CMG effective as of August 1, 2026.
Added10-Q 2026-11-06 vs 10-K 2026-02-25
There are also certain other risks and uncertainties, including the following, which could potentially result in a material adverse effect on our future consolidated results of operations: (i) since not all of the physicians affiliated with the MFA joined CMG, there is a risk that some physicians who have traditionally treated their patients at the District Hospitals may choose to not treat their patients at the District Hospitals; (ii) the anticipated benefits of the transition are not realized; (iii) CMG’s operating losses, after giving effect to the potential financial support from the University during the first five years (as discussed above), significantly exceed our expectations; (iv) since the University’s potential financial support to us ends after five years, any operating losses sustained by CMG after that time would have a greater unfavorable impact on our consolidated results of operations, and; (v) there is a risk that, as a result of the OAG’s review, the transaction is ultimately unwound, or significantly changed from its current form.
Reworded10-Q 2026-11-06 vs 10-K 2026-02-25
Our performance depends on our ability to recruit and retain quality physicians. physicians and manage physician practices we own or operate.
Work on UHS in a spreadsheet:
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