5) COMMON STOCK

Dividends

Cash dividends of $0.40 per share ($38.2 million in the aggregate) were declared and paid during 2017, $0.40 per share ($38.9 million in the aggregate) were declared and paid during 2016, and $.40 per share ($39.5 million in the aggregate) were declared and paid during 2015. All classes of our common stock have similar economic rights.

Stock Repurchase Programs

In July, 2014, our Board of Directors authorized a stock repurchase program whereby, from time to time as conditions allow, we may spend up to $400 million to purchase shares of our Class B Common Stock on the open market at prevailing market prices or in negotiated private transactions. In February, 2016, our Board of Directors authorized a $400 million increase to our stock repurchase program, which then increased the aggregate authorization to $800 million from the previous $400 million mentioned above. In November, 2017, our Board of Directors again authorized an additional $400 million increase in our stock purchase program, which increased the aggregate authorization to $1.2 billion from the previous $800 million authorization approved in 2016 and 2014, as mentioned above. 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, 2017. During 2017, 2,960,843 shares ($322.2 million) were repurchased pursuant to the terms of our stock repurchase program, 305,278 shares ($34.2 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from the exercise of stock options and the vesting of restricted stock grants and 10,791 shares were repurchased as a result of forfeited restricted shares. During 2016, 2,512,592 shares ($289.9 million) were repurchased pursuant to the terms of our stock repurchase program, 468,228 shares ($57.0 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from the exercise of stock options and the vesting of restricted stock grants and 2,500 shares were repurchased as a result of forfeited restricted shares. During 2015, 1,326,207 shares ($166.2 million) were repurchased pursuant to the terms of our stock repurchase program and 493,296 shares ($58.0 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from the exercise of stock options and the vesting of restricted stock grants.

	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, 2015																	$	342,050
2015	$	—		1,819,503		—	N/A			1,326,207	$	125.34	$	224,260	$	166,222	$	175,828
2016	$	400,000		2,983,320		2,500	$	0.01		2,512,592	$	115.39	$	346,890	$	289,937	$	285,891
2017	$	400,000		3,266,121		10,791	$	0.01		2,960,843	$	108.83	$	356,413	$	322,231	$	363,660
Total for three year period ended December 31, 2017	$	800,000		8,068,944		13,291	$	0.01		6,799,642	$	114.48	$	927,563	$	778,390

(a)

Includes 10,791 and 2,500 of restricted shares that were forfeited by former employees pursuant to the terms of our restricted stock purchase plan during 2017 and 2016, respectively.

Stock-based Compensation Plans

At December 31, 2017, 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 compensation costs of $54.3 million during 2017, $45.8 million during 2016 and $38.0 million during 2015 were recognized related to outstanding stock options. In addition, pre-tax compensation costs of $2.5 million during 2017, $2.3 million during 2016 and $2.0 million during 2015 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, 2017, there was approximately $98.2 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 2.6 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 $56.7 million in 2017, $48.1 million in 2016 and $40.0 million in 2015.

Effective January 1, 2017, we adopted 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. For the year ended December 31, 2017, our provision for income taxes and our net income attributable to UHS were each favorably impacted by $22.1 million resulting from our adoption of ASU 2016-09. Additionally, effective with our modified retrospective adoption of ASU 2016-09 on January 1, 2017, excess income tax benefits related to stock based compensation, amounting to $45.2 million during 2016 and $47.4 million during 2015, are reflected as cash inflows from operating activities in our Consolidated Statement of Cash Flows. Prior to the adoption of ASU 2016-09, excess income tax benefits related to stock based compensation were reflected as cash inflows from financings activities in our Consolidated Statement of Cash Flows.

In 2005, we adopted the 2005 Stock Incentive Plan which was amended in 2008, 2010, 2015 and 2017 (the “Stock Incentive Plan”). An aggregate of 35.6 million shares of Class B Common Stock has been reserved under the Stock Incentive Plan. During 2017, 2016 and 2015, stock options, net of cancellations, of approximately 2.9 million, 2.7 million and 2.7 million, respectively, were granted. The per option weighted-average grant-date fair value of options granted during 2017, 2016 and 2015 was $27.05, $23.80 and $21.37, respectively. Stock options to purchase Class B Common Stock have been granted to our officers, key employees and members of our Board of Directors. All stock options were granted with an exercise price equal to the fair market value on the date of the grant. 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, 2017, approximately 7.8 million shares of Class B Common Stock remain available for issuance pursuant to the Stock Incentive Plan.

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-seven option grants for the five-year period ending December 31, 2017, twenty-seven option grants for the five-year period ending December 31, 2016 and twenty-five option grants for the five-year period ending December 31, 2015.

Year Ended December 31,	2017			2016			2015
Volatility		28	%		31	%		33	%
Interest rate		1	%		1	%		1	%
Expected life (years)		3.4			3.4			3.4
Forfeiture rate		10	%		10	%		10	%
Dividend yield		0.4	%		0.4	%		0.4	%

The risk-free rate is based on the U.S. Treasury zero coupon four year yield 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 each of the last three years:

Outstanding Options	Number of Shares			Average Option Price		Range (High-Low)
Balance, January 1, 2015		7,897,451		$	57.29	$102.21-$36.95
Granted		3,039,350		$	117.70	$142.43-$108.29
Exercised		(2,256,454	)	$	48.97	$102.21-$36.95
Cancelled		(280,164	)	$	83.63	$134.70-$36.95
Balance, January 1, 2016		8,400,183		$	80.50	$142.43-$36.95
Granted		2,945,550		$	118.72	$138.00-$107.39
Exercised		(2,162,850	)	$	53.02	$117.29-$36.95
Cancelled		(412,750	)	$	103.01	$130.32-$36.95
Balance, January 1, 2017		8,770,133		$	99.06	$142.43-$36.95
Granted		3,061,725		$	124.38	$124.56-$110.15
Exercised		(1,734,409	)	$	64.41	$118.62-$36.95
Cancelled		(457,500	)	$	118.65	$142.43-$53.38
Balance, December 31, 2017		9,639,949		$	112.40	$138.00-$53.38
Outstanding options vested and exercisable as of December 31, 2017		2,869,346		$	100.51	$138.00-$53.38

The following table provides information about unvested options for the year December 31, 2017:

	Shares			Weighted Average Grant Date Fair Value
Unvested options as of January 1, 2017		6,695,266		$	20.94
Granted		3,061,725		$	27.05
Vested		(2,555,013	)	$	19.21
Cancelled		(431,375	)	$	24.02
Unvested options as of December 31, 2017		6,770,603		$	24.16

The following table provides information regarding all options outstanding at December 31, 2017:

	Options Outstanding		Options Exercisable
Number of options outstanding		9,639,949		2,869,346
Weighted average exercise price	$	112.40	$	100.51
Aggregate intrinsic value as of December 31, 2017	$	65,133,533	$	44,588,121
Weighted average remaining contractual life		2.9		2.0

The total in-the-money value of all stock options exercised during the years ended December 31, 2017, 2016 and 2015 were $85.5 million, $149.4 million and $154.1 million, respectively.

The weighted average remaining contractual life for options outstanding and weighted average exercise price per share for exercisable options at December 31, 2017 were as follows:

Exercise Price	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 (a)		Weighted Average Exercise Price Per Share
	Shares						Shares				Shares
$53.38 – $79.79		1,752,085	$	76.37		1.1		1,173,671	$	75.48		565,589	$	78.17
$96.98 – $117.29		2,384,488		117.06		2.2		1,070,813		117.12		1,152,681		117.05
$118.60 – $124.44		2,583,401		118.65		3.2		605,862		118.65		1,549,346		118.65
$124.56 – $138.00		2,919,975		124.69		4.2		19,000		131.62		1,763,506		124.67
Total		9,639,949	$	112.40		2.9		2,869,346	$	100.51		5,031,122	$	118.17

(a)	Assumes a weighted average forfeiture rate of 9.64%.

In addition to the Stock Incentive Plan, we have the following stock incentive and purchase plans: (i) the 2010 Employees’ Restricted Stock Purchase Plan, as amended in 2015, (“2010 Plan”) which allows eligible participants to purchase shares of Class B Common Stock at par value, subject to certain restrictions, and; (ii) a 2005 Employee Stock Purchase Plan which allows eligible employees to purchase shares of Class B Common Stock at a ten percent discount. There were 23,557, 14,146 and 17,789 shares of restricted stock granted pursuant to the 2010 Plan during 2017, 2016 and 2015, respectively, with various ratable vesting periods ranging up to five years from the date of grant. There were 86,693, 75,792 and 68,213 and shares issued pursuant to the Employee Stock Purchase Plan during 2017, 2016 and 2015, respectively.

We have reserved 2.8 million shares of Class B Common Stock for issuance under these various plans (excluding terminated plans and including a reserve reduction during 2015) and have issued approximately 1.5 million shares, net of cancellations, pursuant to the terms of these plans (excluding terminated plans) as of December 31, 2017. As of December 31, 2017, approximately 1.3 million shares of Class B Common Stock remain available for issuance pursuant to these various plans.

At December 31, 2017, 26,069,031 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.