X annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(MARK ONE)

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2007

 

OR

 

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                             to                            

 

Commission File No. 1-10765

 

UNIVERSAL HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

23-2077891

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

 

UNIVERSAL CORPORATE CENTER

367 South Gulph Road

P.O. Box 61558

King of Prussia, Pennsylvania

 

 

19406-0958

(Zip Code)

(Address of principal executive offices)

 

 

 

Registrant’s telephone number, including area code: (610) 768-3300

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of each Class

 

Name of each exchange on which registered

Class B Common Stock, $.01 par value

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

Class D Common Stock, $.01 par value

(Title of each Class)

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  x          No  ¨

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes  ¨          No  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x          No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 or The Exchange Act (check one):

Large accelerated filer  x  Accelerated filer  ¨  Non-accelerated filer  ¨  Smaller reporting company  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨          No  x

 

The aggregate market value of voting stock held by non-affiliates at June 29, 2007 was $3.05 billion (For the purpose of this calculation, it was assumed that Class A, Class C, and Class D Common Stock, which are not traded but are convertible share-for-share into Class B Common Stock, have the same market value as Class B Common Stock. Also, for purposes of this calculation only, all directors, officers subject to Section 16(b) of the Securities Exchange Act of 1934, and 10% stockholders are deemed to be affiliates.)

 

The number of shares of the registrant’s Class A Common Stock, $.01 par value, Class B Common Stock, $.01 par value, Class C Common Stock, $.01 par value, and Class D Common Stock, $.01 par value, outstanding as of January 31, 2008, were 3,328,404, 48,066,805, 335,800 and 22,609, respectively.

 

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s definitive proxy statement for our 2008 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2007 (incorporated by reference under Part III).

 

 

 
Table of Contents

UNIVERSAL HEALTH SERVICES, INC.

2007 FORM 10-K ANNUAL REPORT

 

TABLE OF CONTENTS

 

 

 

 

 

 

 

PART I

Item 1

  

Business

  

4

Item 1A

  

Risk Factors

  

17

Item 1B

  

Unresolved Staff Comments

  

25

Item 2

  

Properties

  

26

Item 3

  

Legal Proceedings

  

30

Item 4

  

Submission of Matters to a Vote of Security Holders

  

31

 

PART II

Item 5

  

Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

  


32

Item 6

  

Selected Financial Data

  

35

Item 7

  

Management’s Discussion and Analysis of Operations and Financial Condition

  

36

Item 7A

  

Quantitative and Qualitative Disclosures about Market Risk

  

75

Item 8

  

Financial Statements and Supplementary Data

  

76

Item 9

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

76

Item 9A

  

Controls and Procedures

  

76

Item 9B

  

Other Information

  

77

 

PART III

Item 10

  

Directors and Executive Officers of the Registrant

  

77

Item 11

  

Executive Compensation

  

77

Item 12

  

Security Ownership of Certain Beneficial Owners and Management

  

77

Item 13

  

Certain Relationships and Related Transactions

  

77

Item 14

  

Principal Accounting Fees and Services

  

77

 

PART IV

Item 15

  

Exhibits, Financial Statement Schedules

  

78

SIGNATURES

  

82

 

Exhibit Index

 

This Annual Report on Form 10-K is for the year ended December 31, 2007. This Annual Report modifies and supersedes documents filed prior to this Annual Report. Information that we file with the SEC in the future will automatically update and supersede information contained in this Annual Report. In this Annual Report, “we,” “us,” “our” and the “Company” refer to Universal Health Services, Inc. and its subsidiaries.

 

3
Table of Contents

PART I

 

ITEM 1.

Business

 

Our principal business is owning and operating, through our subsidiaries, acute care hospitals, behavioral health centers, surgical hospitals, ambulatory surgery centers and radiation oncology centers. As of February 28, 2008, we owned and/or operated or had under construction, 31 acute care hospitals (including 1 new facility currently being constructed and 4 closed facilities located in Louisiana, as discussed below) and 113 behavioral health centers located in 32 states, Washington, DC and Puerto Rico. Since the third quarter of 2005, four of our acute care facilities in Louisiana were severely damaged and remain closed and non-operational as a result of Hurricane Katrina. As part of our ambulatory treatment centers division, we manage and/or own outright or in partnerships with physicians, 11 surgical hospitals and surgery and radiation oncology centers located in 6 states and Puerto Rico.

 

Net revenues from our acute care hospitals, surgical hospitals, surgery centers and radiation oncology centers accounted for 74%, 75% and 79% of our consolidated net revenues in 2007, 2006 and 2005, respectively. Net revenues from our behavioral health care facilities accounted for 24%, 25% and 21% of consolidated net revenues in 2007, 2006 and 2005, respectively. Approximately 2% of our 2007 consolidated net revenues were recorded in connection with a construction management contract pursuant to the terms of which we built a newly constructed acute care hospital for an unrelated third party that was completed during the first quarter of 2008.

 

Services provided by our hospitals include general and specialty surgery, internal medicine, obstetrics, emergency room care, radiology, oncology, diagnostic care, coronary care, pediatric services, pharmacy services and behavioral health services. We provide capital resources as well as a variety of management services to our facilities, including central purchasing, information services, finance and control systems, facilities planning, physician recruitment services, administrative personnel management, marketing and public relations.

 

We are a Delaware corporation that was organized in 1979. Our principal executive offices are located at Universal Corporate Center, 367 South Gulph Road, P.O. Box 61558, King of Prussia, PA 19406. Our telephone number is (610) 768-3300.

 
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