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Common Stock
12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Common Stock

5) COMMON STOCK

Dividends

 We declared and paid cash dividends of $.80 per share ($65.9 million in the aggregate) during 2021.  We declared and paid cash dividends of $17.3 million, or $.20 per share, during the first quarter of 2020 (in April, 2020, as part of various COVID-19 initiatives, we suspended declaration and payment of quarterly dividends for the remainder of the 2020 year). Cash dividends of $0.60 per share ($53.0 million in the aggregate) were declared and paid during 2019. All classes of our common stock have similar economic rights.

Stock Repurchase Programs

During the second quarter of 2021, our Board of Directors approved a resumption of our stock repurchase program which had been suspended since April, 2020, as part of various COVID-19 initiatives.  As of December 31, 2021 we had an aggregate authorization of $3.7 billion related to our stock repurchase program which was approved by our Board of Directors in various increments since 2014, including an authorized $1.0 billion increase in July, 2021. Pursuant to this program, which had an aggregate remaining available repurchase authorization of $358.2 million as of December 31, 2021, 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, 2021. During 2021, 8,409,721 shares ($1.20 billion in the aggregate) were repurchased pursuant to the terms of the stock repurchase program and 134,464 shares ($19.5 million in the aggregate) were repurchased in connection with the income tax withholding obligations resulting from stock-based compensation programs. 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.  

 

 

 

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, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

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

 

2021

 

$

1,000,000

 

 

 

8,559,946

 

 

 

15,761

 

 

$

0.01

 

 

 

8,409,721

 

 

$

142.85

 

 

$

1,220,876

 

 

$

1,201,330

 

 

$

358,233

 

Total for three year

   period ended

   December 31, 2021

 

$

2,000,000

 

 

 

16,373,090

 

 

 

61,253

 

 

$

0.01

 

 

 

15,759,373

 

 

$

133.51

 

 

$

2,181,523

 

 

$

2,104,111

 

 

 

 

 

 

 

(a.)

Includes 15,761, 17,779 and, 27,713  of restricted shares that were forfeited by former employees pursuant to the terms of our restricted stock purchase plan during 2021, 2020 and 2019, respectively.

Stock-based Compensation Plans

At December 31, 2021, 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 $59.3 million during 2021, $54.7 million during 2020 and $60.1 million during 2019 were recognized related to outstanding stock options. In addition, pre-tax compensation costs of $14.4 million during 2021, $11.2 million during 2020 and $9.3 million during 2019 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, 2021, there was approximately $126.0 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 $73.7 million in 2021, $65.8 million in 2020 and $69.4 million in 2019. 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 favorably impacted by $2.4 million in 2021, unfavorably impacted by $7.4 million during 2020 and favorably impacted by $12.2 million during 2019.

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 and 2019, stock options, net of cancellations, of approximately 2.4 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 were approved for issuance 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 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 2021, approximately 2.3 million stock options, net of cancellations, and 138,114 of restricted stock units, net of cancellations, were granted 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 2021 under the 2020 Stock Incentive Plan was $39.66.  The per option weighted-average grant-date fair value of options granted during 2020 (including the 2005 and 2020 Stock Incentive Plans) and 2019 were $14.60 and $30.40, respectively. Stock options granted during 2021 and 2020 were either granted with an exercise price equal to the fair market value on the date of grant, or for our named executive officers, half of their total option award value was issued with a premium exercise price of 10% above the grant date fair market value. All stock options issued in 2019 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, 2021, approximately 3.2 million shares of Class B Common Stock remain available for issuance pursuant to the 2020 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-eight option grants for the five-year period ending December 31, 2021, twenty-nine option grants for the five-year period ending December 31, 2020 and twenty-nine option grants for the five-year period ending December 31, 2019.

 

Year Ended December 31,

 

2021

 

 

2020

 

 

2019

 

Expected volatility

 

 

31

%

 

 

28

%

 

 

27

%

Risk free Interest rate

 

 

2

%

 

 

2

%

 

 

2

%

Expected life (years)

 

 

3.5

 

 

 

3.5

 

 

 

3.4

 

Forfeiture rate

 

 

8

%

 

 

8

%

 

 

9

%

Dividend yield

 

 

0.5

%

 

 

0.5

%

 

 

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, 2021:

 

Outstanding Options

 

Number

of Shares

 

 

Weighted Average

Exercise

Price

 

 

Balance, January 1, 2021

 

 

8,238,966

 

 

$

109.47

 

 

Granted

 

 

2,401,402

 

 

$

141.08

 

 

Exercised

 

 

(1,737,286

)

 

$

116.38

 

 

Expired

 

 

 

 

$

 

 

Cancelled

 

 

(346,967

)

 

$

112.84

 

 

Balance, December 31, 2021

 

 

8,556,115

 

 

$

116.80

 

 

Outstanding options vested and exercisable as of

   December 31, 2021

 

 

2,997,296

 

 

$

119.00

 

 

 

The following table provides information about unvested options for the year ended December 31, 2021:

 

 

 

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

Unvested options as of January 1, 2021

 

 

5,716,060

 

 

$

22.74

 

Granted

 

 

2,401,402

 

 

$

39.66

 

Vested

 

 

(2,218,647

)

 

$

24.61

 

Cancelled

 

 

(339,996

)

 

$

28.70

 

Unvested options as of December 31, 2021

 

 

5,558,819

 

 

$

28.93

 

 

The following table provides information regarding all options outstanding at December 31, 2021:

 

 

 

Options

Outstanding

 

 

Options

Exercisable

 

Number of options outstanding

 

 

8,556,115

 

 

 

2,997,296

 

Weighted average exercise price

 

$

116.80

 

 

$

119.00

 

Aggregate intrinsic value as of December 31, 2021

 

$

144,921,069

 

 

$

35,394,928

 

Weighted average remaining contractual life

 

 

2.6

 

 

 

1.4

 

 

The total in-the-money value of all stock options exercised during the years ended December 31, 2021, 2020 and 2019 were $52.0 million, $22.2 million and $126.7 million, respectively.

The weighted average remaining contractual life for options outstanding and weighted average exercise price per share for exercisable options at December 31, 2019, 2020 and 2021 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

 

 

 

 

 

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

 

2021

 

 

8,556,115

 

 

 

116.80

 

 

 

2.6

 

 

 

2,997,296

 

 

 

119.00

 

 

 

5,005,113

 

 

 

116.94

 

 

 

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, eligible participants were allowed 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 and no shares were issued under the Restricted Stock Plan during 2021. During 2020 and 2019, restricted shares, net of cancellations, of approximately 111,554 and 122,336, 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 and 2019 under the Restricted Stock Plan was $68.06 and $133.98,  respectively.  As mentioned above, in 2020, we adopted the 2020 Stock Incentive Plan.  During 2021 and 2020 restricted stock units, net of cancellations, of approximately 138,114 and 3,000 respectively, 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 during 2021 and 2020 under the 2020 Stock Incentive Plan was $138.80 and $109.72, respectively.  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 and units 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 96,179, 115,008 and 82,449 shares issued pursuant to the Employee Stock Purchase Plan during 2021, 2020 and 2019, 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 1.6 million shares as of December 31, 2021. As of December 31, 2021, approximately 400,000 shares of Class B Common Stock remain available for issuance pursuant to this plan.

At December 31, 2021, 20,034,442 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.