Acute Care and Behavioral Health Segment Analysis
UHS
Disclaimer
This presentation is only being provided to persons that are "qualified institutional buyers," as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and/or persons located outside of the United States that are not
"U.S. persons," as defined in Regulation S of the Securities Act. By viewing this presentation, you (a) warrant and acknowledge that you are a "qualified institutional buyer" and/or are located outside of the United States and are not a "U.S. person," and
(b) agree to be bound by the foregoing restrictions and to maintain absolute confidentiality regarding the information contained in this presentation. This presentation is intended only for qualified investors. Access to this presentation by any other
person is unauthorized. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. Before you invest, you should read the preliminary offering memorandum prepared in connection with this offering and any
accompanying term sheets or other supplements thereto.
The notes have not been and will not be registered under the Securities Act, the securities laws of any state or the laws of any other jurisdiction. We will agree to file a registration statement with the Securities and Exchange Commission (the "SEC")
relating to an offer to exchange the notes for publicly tradable notes having substantially identical terms on or prior to the date that is 30 months after the issuance of the notes. Unless they are registered, the notes may be offered only in transactions
that are exempt from registration under the Securities Act and applicable state securities laws. The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the
United States in reliance on Regulation S under the Securities Act. The holders will be subject to significant transfer restrictions that are described more fully in the offering memorandum. No assurance can be provided as to the liquidity or development of
a trading market for the securities.
This investor presentation contains forward-looking statements based on current management expectations. Numerous factors, including those disclosed herein, those related to the anticipated impact of COVID-19 on our operations and financial results,
those related to healthcare industry trends and those detailed in our filings with the Securities and Exchange Commission (as set forth in Item 1A. Risk Factors and Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations-Forward Looking Statements and Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020 and in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations-Forward Looking
Statements and Risk Factors in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, may cause the results to differ materially from those anticipated in the forward-looking statements. These statements are subject to
risks and uncertainties and therefore actual results may differ materially. Readers should not place undue reliance on such forward-looking statements which reflect management's view only as of the date of such forward-looking statements. We
undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Many of the factors that could affect our future results
are beyond our control or ability to predict, including the impact of the COVID-19 pandemic.
The impact of the COVID-19 pandemic, which began during the second half of March, 2020, has had a material effect on our operations and financial results since that time. The COVID-19 vaccination process commenced during the first quarter of 2021
and we have generally experienced a decline in COVID-19 patients since that time as well as a corresponding recovery in non-COVID-19 patient activity, although we have recently experienced a material increase in COVID-19 patients in many of our
markets. Since the future volumes and severity of COVID-19 patients remain highly uncertain and subject to change, including potential increases in future volumes and severity of COVID-19 patients caused by new variants of the virus, we are not able to
fully quantify the impact that these factors will have on our future financial results. However, developments related to the COVID-19 pandemic could materially affect our financial performance in 2021. Even after the COVID-19 pandemic has subsided, we
may continue to experience materially adverse impacts on our financial condition and our results of operations as a result of its macroeconomic impact, and many of our known risks described in Item 1A. Risk Factors in our Annual Report on Form 10-K for
the year ended December 31, 2020.
We believe that adjusted net income attributable to UHS, EBITDA net of NCI, Adjusted EBITDA net of NCI and free cash flow, which are non-GAAP financial measures ("GAAP" is Generally Accepted Accounting Principles in the United States of America), are
helpful to our investors as measures of our operating performance. In addition, we believe that, when applicable, comparing and discussing our financial results based on these measures, as calculated, is helpful to our investors since it neutralizes the
effect of material items impacting our net income attributable to UHS, such as, our adoption of ASU 2016-09 (as defined herein), unrealized gains/losses resulting from changes in the market value of shares of certain marketable securities held for
investment and classified as available for sale, and other potential material items that are nonrecurring or non-operational in nature including, but not limited to, impairments of long-lived and intangible assets, changes in the reserve established in
connection with our discussions with the Department of Justice, reserves for various matters including settlements, legal judgments and lawsuits, costs related to extinguishment of debt, gains/losses on sales of assets and businesses, and other amounts
that may be reflected in the current or prior year financial statements that relate to prior periods. To obtain a complete understanding of our financial performance these measures should be examined in connection with net income attributable to UHS,
as determined in accordance with GAAP, and as presented in the condensed consolidated financial statements and notes thereto in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended
December 31, 2020, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30,2021. Since the items included or excluded from these measures are significant components in understanding and
assessing financial performance under GAAP, these measures should not be considered to be alternatives to net income as a measure of our operating performance or profitability. Since these measures, as presented, are not determined in accordance
with GAAP and are thus susceptible to varying calculations, they may not be comparable to other similarly titled measures of other companies. Investors are encouraged to use GAAP measures when evaluating our financial performance. See the Appendix
to this presentation for a reconciliation of non-GAAP financial information in this presentation to our GAAP financial information.
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