uhs-10q_20150930.htm

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common shares outstanding, as of October 31, 2015:

This Quarterly Report on Form 10-Q is for the quarter ended September 30, 2015. This Report modifies and supersedes documents filed prior to this Report. Information that we file with the Securities and Exchange Commission (the “SEC”) in the future will automatically update and supersede information contained in this Report.

In this Quarterly Report, “we,” “us,” “our” “UHS” and the “Company” refer to Universal Health Services, Inc. and its subsidiaries. UHS is a registered trademark of UHS of Delaware, Inc., the management company for, and a wholly-owned subsidiary of Universal Health Services, Inc. Universal Health Services, Inc. is a holding company and operates through its subsidiaries including its management company, UHS of Delaware, Inc. All healthcare and management operations are conducted by subsidiaries of Universal Health Services, Inc. To the extent any reference to “UHS” or “UHS facilities” in this report including letters, narratives or other forms contained herein relates to our healthcare or management operations it is referring to Universal Health Services, Inc.’s subsidiaries including UHS of Delaware, Inc. Further, the terms “we,” “us,” “our” or the “Company” in such context similarly refer to the operations of Universal Health Services Inc.’s subsidiaries including UHS of Delaware, Inc. Any reference to employees or employment contained herein refers to employment with or employees of the subsidiaries of Universal Health Services, Inc. including UHS of Delaware, Inc.

	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Net revenues before provision for doubtful accounts	$	2,439,071		$	2,196,513		$	7,271,852		$	6,570,732
Less: Provision for doubtful accounts		211,416			157,796			543,640			541,935
Net revenues		2,227,655			2,038,717			6,728,212			6,028,797
Operating charges:
Salaries, wages and benefits		1,057,226			953,583			3,132,993			2,850,868
Other operating expenses		529,383			533,753			1,571,060			1,394,326
Supplies expense		242,259			222,708			721,979			662,280
Depreciation and amortization		99,442			93,456			295,697			277,506
Lease and rental expense		24,544			23,860			70,631			70,656
Electronic health records incentive income		(356	)		(1,425	)		(1,751	)		(4,029	)
Costs related to extinguishment of debt		0			36,171			0			36,171
		1,952,498			1,862,106			5,790,609			5,287,778
Income from operations		275,157			176,611			937,603			741,019
Interest expense, net		27,130			32,133			84,851			102,413
Income before income taxes		248,027			144,478			852,752			638,606
Provision for income taxes		84,373			48,440			293,371			224,102
Net income		163,654			96,038			559,381			414,504
Less: Income attributable to noncontrolling interests		13,367			13,241			52,602			41,958
Net income attributable to UHS	$	150,287		$	82,797		$	506,779		$	372,546

Basic earnings per share attributable to UHS	$	1.52		$	0.84		$	5.12		$	3.77
Diluted earnings per share attributable to UHS	$	1.48		$	0.82		$	5.02		$	3.71

Weighted average number of common shares - basic		98,858			99,052			98,924			98,832
Add: Other share equivalents		2,301			1,981			1,987			1,643
Weighted average number of common shares and equivalents - diluted		101,159			101,033			100,911			100,475

The accompanying notes are an integral part of these consolidated financial statements.

	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Net income	$	163,654		$	96,038		$	559,381		$	414,504
Other comprehensive income (loss):
Unrealized derivative gains (losses) on cash flow hedges		(9,888	)		4,712			(4,950	)		12,922
Amortization of terminated hedge		(84	)		(84	)		(252	)		(252	)
Foreign currency translation adjustment		(2,304	)		(2,506	)		(96	)		(2,506	)
Other comprehensive income before tax		(12,276	)		2,122			(5,298	)		10,164
Income tax expense related to items of other comprehensive income		(3,742	)		1,620			(1,530	)		4,685
Total other comprehensive income, net of tax		(8,534	)		502			(3,768	)		5,479
Comprehensive income		155,120			96,540			555,613			419,983
Less: Comprehensive income attributable to noncontrolling interests		13,367			13,241			52,602			41,958
Comprehensive income attributable to UHS	$	141,753		$	83,299		$	503,011		$	378,025

The accompanying notes are an integral part of these consolidated financial statements.

	September 30, 2015			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	39,523		$	32,069
Accounts receivable, net		1,328,300			1,282,735
Supplies		112,718			108,115
Deferred income taxes		134,554			114,565
Other current assets		81,459			77,654
Total current assets		1,696,554			1,615,138

Property and equipment		6,515,914			6,212,030
Less: accumulated depreciation		(2,739,822	)		(2,532,341	)
		3,776,092			3,679,689
Other assets:
Goodwill		3,388,378			3,291,213
Deferred charges		35,113			40,319
Other		310,741			348,084
	$	9,206,878		$	8,974,443
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	84,883		$	68,319
Accounts payable and accrued liabilities		1,102,616			1,113,062
Federal and state taxes		8,697			1,446
Total current liabilities		1,196,196			1,182,827

Other noncurrent liabilities		292,441			268,555
Long-term debt		3,009,954			3,210,215
Deferred income taxes		264,358			282,214

Redeemable noncontrolling interests		250,213			239,552

Equity:
UHS common stockholders’ equity		4,133,099			3,735,946
Noncontrolling interest		60,617			55,134
Total equity		4,193,716			3,791,080
	$	9,206,878		$	8,974,443

The accompanying notes are an integral part of these consolidated financial statements.

	Nine months ended September 30,
	2015			2014
Cash Flows from Operating Activities:
Net income	$	559,381		$	414,504
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization		295,697			277,506
Stock-based compensation expense		30,145			22,713
Gains on sales of assets and businesses, net of losses		(1,037	)		(7,837	)
Write-off of deferred financing costs related to extinguishment of debt		0			19,730
Changes in assets & liabilities, net of effects from acquisitions and dispositions:
Accounts receivable		(60,877	)		(98,193	)
Accrued interest		(297	)		6,547
Accrued and deferred income taxes		(12,568	)		(18,392	)
Other working capital accounts		(54,018	)		59,613
Other assets and deferred charges		6,629			15,868
Other		13,140			(7,000	)
Accrued insurance expense, net of commercial premiums paid		75,715			57,729
Payments made in settlement of self-insurance claims		(55,411	)		(53,234	)
Net cash provided by operating activities		796,499			689,554

Cash Flows from Investing Activities:
Property and equipment additions, net of disposals		(269,578	)		(309,361	)
Proceeds received from sale of assets and businesses		2,744			15,178
Acquisition of property and businesses		(183,103	)		(402,405	)
Costs incurred for purchase and implementation of electronic health records application		0			(11,204	)
Net cash used in investing activities		(449,937	)		(707,792	)

Cash Flows from Financing Activities:
Reduction of long-term debt		(207,371	)		(842,543	)
Additional borrowings		16,300			969,800
Financing costs		0			(13,413	)
Repurchase of common shares		(129,862	)		(63,292	)
Dividends paid		(29,696	)		(19,794	)
Issuance of common stock		6,030			4,907
Excess income tax benefits related to stock-based compensation		29,287			30,242
Profit distributions to noncontrolling interests		(35,965	)		(25,074	)
Proceeds received from sale/leaseback of real property		12,765			0
Net cash (used in) provided by financing activities		(338,512	)		40,833

Effect of exchange rate changes on cash and cash equivalents		(596	)		(122	)

Increase in cash and cash equivalents		7,454			22,473
Cash and cash equivalents, beginning of period		32,069			17,238
Cash and cash equivalents, end of period	$	39,523		$	39,711

Supplemental Disclosures of Cash Flow Information:
Interest paid, including early redemption premium and original issue discount write-off in 2014	$	79,866		$	98,670
Income taxes paid, net of refunds	$	274,124		$	212,148
Noncash purchases of property and equipment	$	37,228		$	25,326

The accompanying notes are an integral part of these consolidated financial statements.

This Quarterly Report on Form 10-Q is for the quarterly period ended September 30, 2015. In this Quarterly Report, “we,” “us,” “our” “UHS” and the “Company” refer to Universal Health Services, Inc. and its subsidiaries.

The condensed consolidated financial statements include the accounts of our majority-owned subsidiaries and partnerships and limited liability companies controlled by us, or our subsidiaries, as managing general partner or managing member. The condensed consolidated financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments (consisting only of normal recurring adjustments) which, in our opinion, are necessary to fairly state results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although we believe that the accompanying disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements, significant accounting policies and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Provider Taxes: We incur health-care related taxes (“Provider Taxes”) imposed by states in the form of a licensing fee, assessment or other mandatory payment which are related to: (i) healthcare items or services; (ii) the provision of, or the authority to provide, the health care items or services, or; (iii) the payment for the health care items or services. Such Provider Taxes are subject to various federal regulations that limit the scope and amount of the taxes that can be levied by states in order to secure federal matching funds as part of their respective state Medicaid programs. We derive a related Medicaid reimbursement benefit from assessed Provider Taxes in the form of Medicaid claims based payment increases and/or lump sum Medicaid supplemental payments.

Under these programs, including the impact of Uncompensated Care and Upper Payment Limit programs, and the Texas Delivery System Reform Incentive program, we earned revenues (before Provider Taxes) of approximately $62 million and $53 million during the three-month periods ended September 30, 2015 and 2014, respectively, and approximately $221 million and $180 million during the nine-month periods ended September 30, 2015 and 2014, respectively. These revenues were offset by Provider Taxes of approximately $30 million and $21 million during the three-month periods ended September 30, 2015 and 2014, respectively, and approximately $97 million and $71 million during the nine-month periods ended September 30, 2015 and 2014, respectively, which are recorded in other operating expenses on the Condensed Consolidated Statements of Income as included herein. Prior to 2015, these Provider Taxes were recorded as a reduction to our net revenues. Accordingly, the unaudited Condensed Consolidated Statements of Income for the three and nine-month periods ended September 30, 2014 have been revised to reflect the current period classification, resulting in an increase in net revenue and an increase in other operating expenses of $21 million and $71 million, respectively. We assessed this adjustment to the classification and concluded that it was not material to our previously issued annual and quarterly Consolidated Statements of Income, which will be revised in future filings.

Goodwill and Intangible Assets: During the quarter-ended September 30, 2015, we changed our annual goodwill and indefinite-lived intangibles testing date from September 1st to October 1st. Management believes that this voluntary change in accounting method is preferable as it aligns the annual impairment testing date with our annual budgeting process. In connection with this change, we first performed an impairment test as of September 1, 2015, which indicated no impairment of goodwill or indefinite-lived intangible assets, and will perform an additional impairment test as of October 1, 2015. This change in annual testing date does not delay, accelerate or avoid an impairment charge.

(2) Relationship with Universal Health Realty Income Trust and Related Party Transactions

Universal Health Realty Income Trust (the “Trust”) commenced operations in 1986 by purchasing certain properties from us and immediately leasing the properties back to our respective subsidiaries. Most of the leases were entered into at the time the Trust commenced operations and provided for initial terms of 13 to 15 years with up to six additional 5-year renewal terms. Each lease also provided for additional or bonus rental, as discussed below. The base rents are paid monthly and the bonus rents are computed and paid on a quarterly basis, based upon a computation that compares current quarter revenue to a corresponding quarter in the base year. The leases with our subsidiaries are unconditionally guaranteed by us and are cross-defaulted with one another.

At September 30, 2015, we held approximately 5.9% of the outstanding shares of the Trust. We serve as Advisor to the Trust under an annually renewable advisory agreement pursuant to the terms of which we conduct the Trust’s day-to-day affairs, provide administrative services and present investment opportunities. In addition, certain of our officers and directors are also officers and/or

directors of the Trust. Management believes that it has the ability to exercise significant influence over the Trust, therefore we account for our investment in the Trust using the equity method of accounting.

We earned an advisory fee from the Trust, which is included in net revenues in the accompanying consolidated statements of income, of approximately $700,000 during each of the three-month periods ended September 30, 2015 and 2014, and approximately $2.1 million and $1.9 million during the nine-month periods ended September 30, 2015 and 2014, respectively. Our pre-tax share of income from the Trust was approximately $100,000 and $1.7 million during the three-month periods ended September 30, 2015 and 2014, respectively, and approximately $1.1 million and $2.1 million for the nine-month periods ended September 30, 2015 and 2014, respectively. Included in our share of the Trust’s income for the nine months ended September 30, 2015, is our share of a gain realized by the Trust in connection with a property exchange transaction completed during the second quarter of 2015. Included in our share of the Trust’s income for the three and nine-month periods ended September 30, 2014, was approximately $1.6 million related to our share of an aggregate gain on fair value recognition recorded by the Trust during the first and third quarters of 2014 in connection with its purchase of third-party minority ownership interests in various limited liability companies at which the Trust formerly held noncontrolling majority ownership interests (the Trust now owns 100% of each of these entities). The carrying value of this investment was approximately $9.0 million and $9.3 million at September 30, 2015 and December 31, 2014, respectively, and is included in other assets in the accompanying consolidated balance sheets. The market value of our investment in the Trust was $37.0 million at September 30, 2015 and $37.9 million at December 31, 2014, based on the closing price of the Trust’s stock on the respective dates.

During the first quarter of 2015, wholly-owned subsidiaries of ours sold to and leased back from the Trust, two recently constructed free-standing emergency departments (“FEDs”) located in Texas which were completed and opened during the first quarter of 2015. In conjunction with these transactions, ten-year lease agreements with six, five-year renewal options have been executed with the Trust. We have the option to purchase the properties upon the expiration of the fixed terms and each five-year renewal terms at the fair market value of the property. The aggregate construction cost/sales proceeds of these facilities was approximately $13 million, and the aggregate rent expense paid to the Trust at the commencement of the leases will approximate $900,000 annually.

In December, 2014, upon the expiration of the lease term, we elected to purchase from the Trust for $17.3 million, the real property of The Bridgeway, a 103-bed behavioral health care facility located in North Little Rock, Arkansas. Pursuant to the terms of the lease, we and the Trust were both required to obtain appraisals of the property to determine its fair market value/purchase price. The rent expense paid by us to the Trust, prior to our purchase of The Bridgeway’s real property in December, 2014, was approximately $1.1 million annually.

The table below details the renewal options and terms for each of our three acute care hospital facilities leased from the Trust as of September 30, 2015:

Total rent expense under the operating leases on these three hospital facilities was approximately $4 million during each of the three months ended September 30, 2015 and 2014, and approximately $12 million for each of the nine-month periods ended September 30, 2015 and 2014. In addition, certain of our subsidiaries are tenants in several medical office buildings and two FEDs (as discussed above) owned by the Trust or by limited liability companies in which the Trust holds 100% of the ownership interest.

Pursuant to the terms of the three hospital leases with the Trust, we have the option to renew the leases at the lease terms described above by providing notice to the Trust at least 90 days prior to the termination of the then current term. We also have the right to purchase the respective leased hospitals at the end of the lease terms or any renewal terms at their appraised fair market value as well as purchase any or all of the three leased hospital properties at their appraised fair market value upon one month’s notice should a change of control of the Trust occur. In addition, we have rights of first refusal to: (i) purchase the respective leased facilities during and for 180 days after the lease terms at the same price, terms and conditions of any third-party offer, or; (ii) renew the lease on the respective leased facility at the end of, and for 180 days after, the lease term at the same terms and conditions pursuant to any third-party offer.

In December, 2010, our Board of Directors approved the Company’s entering into supplemental life insurance plans and agreements on the lives of our chief executive officer (“CEO”) and his wife. As a result of these agreements, based on actuarial tables and other assumptions, during the life expectancies of the insureds, we would pay approximately $25 million in premiums, and certain trusts owned by our chief executive officer, would pay approximately $8 million in premiums. Based on the projected premiums mentioned above, and assuming the policies remain in effect until the death of the insureds, we will be entitled to receive death benefit proceeds of no less than $33 million representing the $25 million of aggregate premiums paid by us as well as the $8 million of aggregate premiums paid by the trusts. In connection with these policies, we paid approximately $1.3 million in annual premium payments during each of 2015 and 2014.

A member of our Board of Directors and member of the Executive Committee is Of Counsel to the law firm used by us as our principal outside counsel. This Board member is also the trustee of certain trusts for the benefit of our CEO and his family. This law firm also provides personal legal services to our CEO.

Other noncurrent liabilities include the long-term portion of our professional and general liability, workers’ compensation reserves, pension and deferred compensation liabilities, and liabilities incurred in connection with split-dollar life insurance agreements on the lives of our chief executive officer and his wife.

Outside owners hold noncontrolling, minority ownership interests of: (i) approximately 28% in our six acute care facilities located in Las Vegas, Nevada (including one facility currently under construction); (ii) 20% in an acute care facility located in Washington, D.C.; (iii) approximately 11% in an acute care facility located in Laredo, Texas, and; (iv) 20% in a behavioral health care facility located in Philadelphia, Pennsylvania. The redeemable noncontrolling interest balances of $250 million as of September 30, 2015 and $240 million as of December 31, 2014, and the noncontrolling interest balances of $61 million as of September 30, 2015 and $55 million as of December 31, 2014, consist primarily of the third-party ownership interests in these hospitals.

In connection with six acute care facilities located in Las Vegas, Nevada (including one facility currently under construction), the minority ownership interests of which are reflected as redeemable noncontrolling interests on our Consolidated Balance Sheet, the outside owners have certain “put rights” that, if exercisable, and if exercised, require us to purchase the minority member’s interests at fair market value. The put rights are exercisable upon the occurrence of: (i) certain specified financial conditions falling below established thresholds; (ii) breach of the management contract by the managing member (a subsidiary of ours), or; (iii) if the minority member’s ownership percentage is reduced to less than certain thresholds. In connection with a behavioral health care facility located in Philadelphia, Pennsylvania and acquired by us as part of the PSI acquisition, the minority ownership interest of which is also reflected as redeemable noncontrolling interests on our Consolidated Balance Sheet, the outside owner has a “put option” to put its entire ownership interest to us at any time. If exercised, the put option requires us to purchase the minority member’s interest at fair market value.

During the third quarter of 2014, we completed the following financing transactions:

Borrowings under the Credit Agreement bear interest at either (1) the ABR rate which is defined as the rate per annum equal to, at our election: the greatest of (a) the lender’s prime rate, (b) the weighted average of the federal funds rate, plus 0.5% and (c) one month LIBOR rate plus 1%, in each case, plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from 0.50% to 1.25% for revolving credit and term loan-A borrowings, or (2) the one, two, three or six month LIBOR rate (at our election), plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from 1.50% to 2.25% for revolving credit and term loan-A borrowings. As of September 30, 2015, the applicable margins were 0.50% for ABR-based loans, 1.50% for LIBOR-based loans under the revolving credit and term loan-A facilities.

As of September 30, 2015, we had no borrowings outstanding pursuant to the terms of our $800 million revolving credit facility and we had $744 million of available borrowing capacity, net of $17 million of outstanding borrowings pursuant to a short-term, on-demand credit facility and $39 million of outstanding letters of credit. The revolving credit facility includes a $125 million sub-limit for letters of credit. The Credit Agreement is secured by certain assets of the Company and our material subsidiaries and guaranteed by our material subsidiaries.

Pursuant to the terms of the Credit Agreement, term loan-A quarterly installment payments of approximately: (i) $11 million commenced during the fourth quarter of 2014 and are scheduled to continue through September, 2016, and; (ii) $22 million are scheduled from the fourth quarter of 2016 through June, 2019.

As discussed above, on August 1, 2014, our accounts receivable securitization program (“Securitization”), with a group of conduit lenders and liquidity banks which is scheduled to mature in October, 2016, was amended to increase the borrowing capacity to $360 million from $275 million. Substantially all of the patient-related accounts receivable of our acute care hospitals (“Receivables”) serve as collateral for the outstanding borrowings. We have accounted for this Securitization as borrowings. We maintain effective control over the Receivables since, pursuant to the terms of the Securitization, the Receivables are sold from certain of our subsidiaries to special purpose entities that are wholly-owned by us. The Receivables, however, are owned by the special purpose entities, can be used only to satisfy the debts of the wholly-owned special purpose entities, and thus are not available to us except through our ownership interest in the special purpose entities. The wholly-owned special purpose entities use the Receivables to collateralize the loans obtained from the group of third-party conduit lenders and liquidity banks. The group of third-party conduit lenders and liquidity banks do not have recourse to us beyond the assets of the wholly-owned special purpose entities that securitize the loans. At September 30, 2015, we had $300 million of outstanding borrowings and $60 million of additional capacity pursuant to the terms of our accounts receivable securitization program.

On August 7, 2014, we issued $300 million aggregate principal amount of 3.750% Senior Secured Notes due 2019 (the “2019 Notes”) and $300 million aggregate principal amount of 4.750% Senior Secured Notes due 2022 (the “2022 Notes”, and together with the 2019 Notes, the “New Senior Secured Notes”). The New Senior Secured Notes were offered only to 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 of 1933, as amended (the “Securities Act”). The New Senior Secured Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Interest is payable on the New Senior Secured Notes on February 1 and August 1 of each year to the holders of record at the close of business on the January 15 and July 15 immediately preceding the related interest payment dates, commencing on February 1, 2015 until the maturity date of August 1, 2019 for the 2019 Notes and August 1, 2022 for the 2022 Notes.

On June 30, 2006, we issued $250 million of senior secured notes which have a 7.125% coupon rate and mature on June 30, 2016 (the “7.125% Notes”). Interest on the 7.125% Notes is payable semiannually in arrears on June 30th and December 30th of each year. In June, 2008, we issued an additional $150 million of 7.125% Notes which formed a single series with the original 7.125% Notes issued in June, 2006. Other than their date of issuance and initial price to the public, the terms of the 7.125% Notes issued in June, 2008 are identical to and trade interchangeably with, the 7.125% Notes which were originally issued in June, 2006. Since we have the ability and intent to refinance the 7.125% Notes on or before the scheduled maturity date (June 30, 2016) either through the issuance of new long-term notes, a new long-term debt facility, or utilizing funds borrowed pursuant to our revolving credit facility, the 7.125% Notes are classified as long-term on our Consolidated Balance Sheet as of September 30, 2015.

On July 31, 2014, we redeemed the $250 million, 7.00% senior unsecured notes (the “Unsecured Notes”), which were scheduled to mature on October 1, 2018, at a redemption price equal to 104.56% of the principal amount of the Unsecured Notes resulting in a make-whole premium payment of approximately $11 million. The Unsecured Notes were issued on September 29, 2010 and

registered in April, 2011. Interest on the Unsecured Note was payable semiannually in arrears on April 1st and October 1st of each year.

In connection with entering into the previous Credit Agreement on November 15, 2010, and in accordance with the Indenture dated January 20, 2000 governing the rights of our existing notes, we entered into a supplemental indenture pursuant to which our 7.125% Notes (due in 2016) were equally and ratably secured with the lenders under the Credit Agreement with respect to the collateral for so long as the lenders under the Credit Agreement are so secured.

Our Credit Agreement includes a material adverse change clause that must be represented at each draw. The Credit Agreement contains covenants that include a limitation on sales of assets, mergers, change of ownership, liens and indebtedness, transactions with affiliates, dividends and stock repurchases; and requires compliance with financial covenants including maximum leverage and minimum interest coverage ratios. We are in compliance with all required covenants as of September 30, 2015.

As of September 30, 2015, the carrying value of our debt was $3.1 billion and the fair-value of our debt was $3.1 billion. The fair value of our debt was computed based upon quotes received from financial institutions. We consider these to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with debt instruments.

We manage our ratio of fixed and floating rate debt with the objective of achieving a mix that management believes is appropriate. To manage this risk in a cost-effective manner, we, from time to time, enter into interest rate swap agreements in which we agree to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts. We account for our derivative and hedging activities using the Financial Accounting Standard Board’s (“FASB”) guidance which requires all derivative instruments, including certain derivative instruments embedded in other contracts, to be carried at fair value on the balance sheet. For derivative transactions designated as hedges, we formally document all relationships between the hedging instrument and the related hedged item, as well as its risk-management objective and strategy for undertaking each hedge transaction.

Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either an asset or liability, with a corresponding amount recorded in accumulated other comprehensive income (“AOCI”) within shareholders’ equity. Amounts are reclassified from AOCI to the income statement in the period or periods the hedged transaction affects earnings. We use interest rate derivatives in our cash flow hedge transactions. Such derivatives are designed to be highly effective in offsetting changes in the cash flows related to the hedged liability. For derivative instruments designated as cash flow hedges, the ineffective portion of the change in expected cash flows of the hedged item are recognized currently in the income statement.

For hedge transactions that do not qualify for the short-cut method, at the hedge’s inception and on a regular basis thereafter, a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instruments have been highly effective in offsetting changes in cash flows of the hedged items and whether they are expected to be highly effective in the future.

The fair value of interest rate swap agreements approximates the amount at which they could be settled, based on estimates obtained from the counterparties. We assess the effectiveness of our hedge instruments on a quarterly basis. We performed periodic assessments of the cash flow hedge instruments during 2014 and the first nine months of 2015 and determined the hedges to be highly effective. We also determined that any portion of the hedges deemed to be ineffective was de minimis and therefore there was no material effect on our consolidated financial position, operations or cash flows. The counterparties to the interest rate swap agreements expose us to credit risk in the event of nonperformance. However, at September 30, 2015 and December 31, 2014, each swap agreement entered into by us was in a net liability position which would require us to make the settlement payments to the counterparties. We do not anticipate nonperformance by our counterparties. We do not hold or issue derivative financial instruments for trading purposes.

Seven interest rate swaps on a total notional amount of $825 million matured in May, 2015. Four of these swaps, with a total notional amount of $600 million, became effective in December, 2011 and provided that we receive three-month LIBOR while the average fixed rate payable was 2.38%. The remaining three swaps, with a total notional amount of $225 million, became effective in March, 2011 and provided that we receive three-month LIBOR while the average fixed rate payable was 1.91%.

During the second quarter of 2015, we entered into four forward starting interest rate swaps whereby we pay a fixed rate on a total notional amount of $500 million and receive one-month LIBOR. Each of the four swaps became effective on July 15, 2015 and are scheduled to mature on April 15, 2019. The average fixed rate payable on these swaps is 1.40%.

During the third quarter of 2015, we entered into four additional forward starting interest rate swaps whereby we pay a fixed rate on a total notional amount of $400 million and receive one-month LIBOR. One swap on a notional amount of $100 million became effective on July 15, 2015, two swaps on a total notional amount of $200 million became effective on September 15, 2015 and another swap on a notional amount of $100 million becomes effective on December 15, 2015. All of these swaps are scheduled to mature on April 15, 2019. The average fixed rate payable on these four swaps is 1.23%.

We measure our interest rate swaps at fair value on a recurring basis. The fair value of our interest rate swaps is based primarily on quotes from banks. We consider those inputs to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with derivative instruments and hedging activities. The fair value of our interest rate swaps was a liability of $11 million at September 30, 2015, of which $8 million is included in other current liabilities and $3 million is included in other noncurrent liabilities. The fair value of our interest rate swaps was a liability of $6 million at December 31, 2014, all of which is included in other current liabilities.

Effective November, 2010, excluding certain subsidiaries acquired since 2010 as discussed below, the vast majority of our subsidiaries are self-insured for professional and general liability exposure up to $10 million and $3 million per occurrence, respectively. Our subsidiaries were provided with several excess policies through commercial insurance carriers which provide for coverage in excess of the applicable per occurrence self-insured retention (either $3 million or $10 million) up to $250 million per occurrence and in the aggregate for claims incurred in 2015 and 2014 and up to $200 million per occurrence and in the aggregate for claims incurred from 2011 through 2013. We remain liable for 10% of the claims paid pursuant to the commercially insured coverage in excess of $10 million up to $60 million per occurrence and in the aggregate.

Since our acquisition of Psychiatric Solutions, Inc. (“PSI”) in November, 2010, the former PSI subsidiaries are self-insured for professional and general liability exposure up to $3 million per occurrence. The nine behavioral health facilities acquired from Ascend Health Corporation (“Ascend”) in October, 2012 have general and professional liability policies through commercial insurance carriers which provide for up to $12 million of aggregate coverage, subject to a $100,000 per occurrence deductible. The 21 behavioral health care facilities located in the U.K. have policies through a commercial insurance carrier located in the U. K. that provides for £10 million of professional liability coverage and £25 million of general liability coverage. The facilities acquired from PSI, Ascend and the facilities located in the U.K., like our other facilities, are also provided excess coverage through commercial insurance carriers for coverage in excess of the underlying commercial policy limitations, as mentioned above.

Our estimated liability for self-insured professional and general liability claims is based on a number of factors including, among other things, the number of asserted claims and reported incidents, estimates of losses for these claims based on recent and historical settlement amounts, estimates of incurred but not reported claims based on historical experience, and estimates of amounts recoverable under our commercial insurance policies. While we continuously monitor these factors, our ultimate liability for professional and general liability claims could change materially from our current estimates due to inherent uncertainties involved in making this estimate. Given our significant self-insured exposure for professional and general liability claims, there can be no assurance that a sharp increase in the number and/or severity of claims asserted against us will not have a material adverse effect on our future results of operations.

As of September 30, 2015, the total accrual for our professional and general liability claims was $210 million, of which $51 million is included in current liabilities. As of December 31, 2014, the total accrual for our professional and general liability claims was $193 million, of which $51 million is included in current liabilities.

As of September 30, 2015, the total accrual for our workers’ compensation liability claims was $70 million, of which $32 million is included in current liabilities. As of December 31, 2014, the total accrual for our workers’ compensation liability claims was $67 million, of which $32 million is included in current liabilities.

We have commercial property insurance policies for our properties covering catastrophic losses, including windstorm damage, up to a $1 billion policy limit per occurrence, subject to a deductible ranging from $50,000 to $250,000 per occurrence. Losses resulting from named windstorms are subject to deductibles between 3% and 5% of the declared total insurable value of the property. In addition, we have commercial property insurance policies covering catastrophic losses resulting from earthquake and flood damage, each subject to aggregated loss limits (as opposed to per occurrence losses). Our earthquake limit is $250 million, subject to a deductible of $250,000, except for facilities located within documented fault zones. Earthquake losses that affect facilities located in fault zones within the United States are subject to a $100 million limit and will have applied deductibles ranging from 1% to 5% of the declared total

insurable value of the property. The earthquake limit in Puerto Rico is $25 million, subject to a $25,000 deductible. Non-critical flood losses have either a $250,000 or $500,000 deductible, based upon the location of the facility. Since certain of our facilities have been designated by our insurer as flood prone, we have elected to purchase policies from The National Flood Insurance Program to cover a substantial portion of the applicable deductible. Property insurance for the facilities acquired from Cygnet are provided on an all risk basis up to a £180 million limit that includes coverage for real and personal property as well as business interruption losses.

Our accounts receivable as of September 30, 2015 and December 31, 2014 include amounts due from Illinois of approximately $24 million and $44 million, respectively. Collection of the outstanding receivables continues to be delayed due to state budgetary and funding pressures. Approximately $8 million as of September 30, 2015 and $23 million as of December 31, 2014, of the receivables due from Illinois were outstanding in excess of 60 days, as of each respective date. In addition, our accounts receivable as of September 30, 2015 and December 31, 2014 includes approximately $83 million and $102 million, respectively, due from Texas in connection with Medicaid supplemental payment programs. The $83 million due from Texas as of September 30, 2015 consists of $63 million related to uncompensated care program revenues ($31 million of which was subsequently received in October, 2015) and $20 million related to Delivery Service Reform Incentive Payment program revenues. Although the accounts receivable due from Illinois and Texas could remain outstanding for the foreseeable future, since we expect to eventually collect all amounts due to us, no related reserves have been established in our consolidated financial statements. However, we can provide no assurance that we will eventually collect all amounts due to us from Illinois and/or Texas. Failure to ultimately collect all outstanding amounts due from these states would have an adverse impact on our future consolidated results of operations and cash flows.

As of September 30, 2015 we were party to certain off balance sheet arrangements consisting of standby letters of credit and surety bonds which totaled $125 million consisting of: (i) $96 million related to our self-insurance programs, and; (ii) $29 million of other debt and public utility guarantees.

We are subject to claims and suits in the ordinary course of business, including those arising from care and treatment afforded by our hospitals and are party to various government investigations, regulatory matters and litigation, as outlined below.

In February, 2013, the Office of Inspector General for the United States Department of Health and Human Services (“OIG”) served a subpoena requesting various documents from January, 2008 to the date of the subpoena directed at Universal Health Services, Inc. (“UHS”) concerning it and UHS of Delaware, Inc., and several UHS owned behavioral health facilities including: Keys of Carolina, Old Vineyard Behavioral Health, The Meadows Psychiatric Center, Streamwood Behavioral Health, Hartgrove Hospital, Rock River Academy and Residential Treatment Center, Roxbury Treatment Center, Harbor Point Behavioral Health Center, f/k/a The Pines Residential Treatment Center, including the Crawford, Brighton and Kempsville campuses, Wekiva Springs Center and River Point Behavioral Health. Prior to receiving this subpoena: (i) the Keys of Carolina and Old Vineyard received notification during the second half of 2012 from the DOJ of its intent to proceed with an investigation following requests for documents for the period of January, 2007 to the date of the subpoenas from the North Carolina state Attorney General’s Office; (ii) Harbor Point Behavioral Health Center received a subpoena in December, 2012 from the Attorney General of the Commonwealth of Virginia requesting various documents from July, 2006 to the date of the subpoena, and; (iii) The Meadows Psychiatric Center received a subpoena from the OIG in February, 2013 requesting certain documents from 2008 to the date of the subpoena. Unrelated to these matters, the Keys of Carolina was closed and the real property was sold in January, 2013. We were advised that a qui tam action had been filed against Roxbury Treatment Center but the government declined to intervene and the case was dismissed.

In April, 2013, the OIG served facility specific subpoenas on Wekiva Springs Center and River Point Behavioral Health requesting various documents from January, 2005 to the date of the subpoenas. In July, 2013, another subpoena was issued to Wekiva Springs Center and River Point Behavioral Health requesting additional records. In October, 2013, we were advised by the DOJ’s Criminal Frauds Section that they received a referral from the DOJ Civil Division and opened an investigation of River Point Behavioral Health and Wekiva Springs Center. Subsequent subpoenas have since been issued to River Point Behavioral Health and Wekiva Springs Center requesting additional documentation. In April, 2014, the Centers for Medicare and Medicaid Services (“CMS”) instituted a Medicare payment suspension at River Point Behavioral Health in accordance with federal regulations regarding suspension of payments during certain investigations. The Florida Agency for Health Care Administration subsequently issued a Medicaid payment suspension for the facility. River Point Behavioral Health submitted a rebuttal statement disputing the basis of the suspension and requesting revocation of the suspension. Notwithstanding, CMS continued the payment suspension. River Point Behavioral Health provided additional information to CMS in an effort to obtain relief from the payment suspension but the suspension remains in effect. In August, 2015, we received notification from CMS that the payment suspension will be continued for another 180 days. We cannot

predict if and/or when the facility’s suspended payments will resume. Although the operating results of River Point Behavioral Health did not have a material impact on our consolidated results of operations during the nine-month period ended September 30, 2015 or the year ended December 31, 2014, the payment suspension has had a material adverse effect on the facility’s results of operations and financial condition.

In June, 2013, the OIG served a subpoena on Coastal Harbor Health System in Savannah, Georgia requesting documents from January, 2009 to the date of the subpoena.

In February, 2014, we were notified that the investigation conducted by the Criminal Frauds Section had been expanded to include the National Deaf Academy. In March, 2014, a Civil Investigative Demand (“CID”) was served on the National Deaf Academy requesting documents and information from the facility from January 1, 2008 through the date of the CID. We have been advised by the government that the National Deaf Academy has been added to the facilities which are the subject of the coordinated investigation referenced above.

In March, 2014, CIDs were served on Hartgrove Hospital, Rock River Academy and Streamwood Behavioral Health requesting documents and information from those facilities from January, 2008 through the date of the CID.

In September, 2014, the DOJ Civil Division advised us that they were expanding their investigation to include four additional facilities and were requesting production of documents from these facilities. These facilities are Arbour-HRI Hospital, Behavioral Hospital of Bellaire, St. Simons by the Sea, and Turning Point Care Center.

In December 2014, the DOJ Civil Division requested that Salt Lake Behavioral Health produce documents responsive to the original subpoenas issued in February, 2013.

In March, 2015, the OIG issued subpoenas to Central Florida Behavioral Hospital and University Behavioral Center requesting certain documents from January, 2008 to the date of the subpoena.

In late March, 2015, we were notified that the investigation conducted by the Criminal Frauds Section has been expanded to include UHS as a corporate entity arising out of the coordinated investigation of the facilities described above and, in particular, Hartgrove Hospital.

The DOJ has advised us that the civil aspect of the coordinated investigation referenced above is a False Claim Act investigation focused on billings submitted to government payers in relation to services provided at those facilities. At present, we are uncertain as to potential liability and/or financial exposure of the Company and/or named facilities, if any, in connection with these matters.

On July 23, 2015, Timberlawn Mental Health System (“Timberlawn”) received notification from CMS of its intent to terminate Timberlawn’s Medicare provider agreement effective August 7, 2015. This notification resulted from surveys conducted which alleged that Timberlawn was out of compliance with conditions of participation required for participation in the Medicare/Medicaid program. We filed a request for expedited administrative appeal with the U.S. Department of Health and Human Services, Departmental Appeals Board, Civil Remedies Division, seeking review and reversal of the termination action. In conjunction with the administrative appeal, we filed litigation in the U.S District Court for the Northern District of Texas seeking a temporary restraining order and preliminary injunction to have the termination stayed pending the conclusion of the administrative appeal. The trial court denied Timberlawn’s request for a temporary restraining order and dismissed the case. Timberlawn’s provider agreement was terminated effective August 14, 2015. In September, 2015 Timberlawn reached an agreement with CMS relative to its reapplication to the Medicare/Medicaid program. In exchange, Timberlawn agreed to dismiss its administrative appeal as well as not to pursue an appeal of the decision of the trial court. During this time, Timberlawn has remained open. Although the operating results of Timberlawn did not have a material impact on our consolidated results of operations or financial condition for the nine-month period ended September 30, 2015 or the year ended December 31, 2014, the termination of Timberlawn’s provider agreement has had a material adverse effect on the facility’s results of operations and financial condition.

During the second quarter of 2015, Texoma Medical Center (“Texoma”), which includes TMC Behavioral Health Center, entered into a Systems Improvement Agreement (“SIA”) with CMS. The SIA abated a termination action from CMS following surveys which identified alleged failures to comply with conditions of participation primarily involving Texoma’s behavioral health operations. The terms of the SIA required Texoma to engage independent consultants/experts approved by CMS to analyze and develop implementation plans at Texoma to meet Medicare conditions of participation. At the conclusion of the SIA, CMS will conduct a full certification survey to determine if Texoma is in substantial compliance with the Medicare conditions of participation. The term of agreement is set to conclude October 2, 2016 unless the terms of the agreement are fulfilled earlier. During the term of the SIA,

Texoma remains eligible to receive reimbursements from Medicare and Medicaid for services rendered to Medicare and Medicaid beneficiaries.

In late September, 2015, many hospitals in Pennsylvania, including seven of our behavioral health care hospitals located in the state, received letters from the Pennsylvania Department of Public Welfare (“DPW”) demanding repayment of allegedly excess Medicaid Disproportionate Share Hospital payments (“DSH”) for the federal fiscal year 2011 (“FFY2011”) amounting to approximately $4 million in the aggregate. We have engaged legal counsel to pursue all available legal and administrative remedies to appeal and contest the repayments since we believe DPW’s calculation methodology is inaccurate and conflicts with applicable federal and state laws and regulations. However, if DPW is ultimately successful in its demand related to FFY2011, it could take similar action with regards to FFY2012 through FFY2014. Due to a change in the Pennsylvania Medicaid State Plan and implementation of a CMS-approved Medicaid Section 1115 Waiver, we do not believe the methodology applied by DPW to FFY2011 is applicable to reimbursements received for Medicaid services provided after January 1, 2015 by our behavioral health care facilities located in Pennsylvania. We can provide no assurance that we will ultimately be successful in our legal and administrative appeals related to DPW’s repayment demands. If our legal and administrative appeals are unsuccessful, our future consolidated results of operations and financial condition could be adversely impacted by these repayments.

The following matters pertain to PSI or former PSI facilities (owned by subsidiaries of PSI) which were in existence prior to the acquisition of PSI and for which we have assumed the defense as a result of our acquisition which was completed in November, 2010.

In October, 2010, Friends Hospital in Philadelphia, Pennsylvania, received a subpoena from the DOJ requesting certain documents from the facility. The requested documents were collected and provided to the DOJ for review and examination. Another subpoena was issued to the facility in July, 2011 requesting additional documents, which have also been delivered to the DOJ. All documents requested and produced pertained to the operations of the facility while under PSI’s ownership prior to our acquisition. At present, we are uncertain as to the focus, scope or extent of the investigation, liability of the facility and/or potential financial exposure, if any, in connection with this matter.

In 2008, Riveredge Hospital in Chicago, Illinois received a subpoena from the DOJ requesting certain information from the facility. Additional requests for documents were also received from the DOJ in 2009 and 2010. The requested documents have been provided to the DOJ. All documents requested and produced pertained to the operations of the facility while under PSI’s ownership prior to our acquisition. At present, we are uncertain as to the focus, scope or extent of the investigation, liability of the facility and/or potential financial exposure, if any, in connection with this matter.

We operate in a highly regulated and litigious industry which subjects us to various claims and lawsuits in the ordinary course of business as well as regulatory proceedings and government investigations. These claims or suits include claims for damages for personal injuries, medical malpractice, commercial/contractual disputes, wrongful restriction of, or interference with, physicians’ staff privileges, and employment related claims, In addition, health care companies are subject to investigations and/or actions by various state and federal governmental agencies or those bringing claims on their behalf. Government action has increased with respect to investigations and/or allegations against healthcare providers concerning possible violations of fraud and abuse and false claims statutes as well as compliance with clinical and operational regulations. Currently, and from time to time, we and some of our facilities are subjected to inquiries in the form of subpoenas, Civil Investigative Demands, audits and other document requests from various federal and state agencies. These inquiries can lead to notices and/or actions including repayment obligations from state and federal government agencies associated with potential non-compliance with laws and regulations. Further, the federal False Claim Act allows private individuals to bring lawsuits (qui tam actions) against healthcare providers that submit claims for payments to the government. Various states have also adopted similar statutes. When such a claim is filed, the government will investigate the matter and decide if they are going to intervene in the pending case. These qui tam lawsuits are placed under seal by the court to comply with the False Claims Act’s requirements. If the government chooses not to intervene, the private individual(s) can proceed independently on behalf of the government. Health care providers that are found to violate the False Claims Act may be subject to substantial monetary fines/penalties as well as face potential exclusion from participating in government health care programs or be required to comply with Corporate Integrity Agreements as a condition of a settlement of a False Claim Act matter. In September 2014, the Criminal Division of the DOJ, announced that all qui tam cases will be shared with their Division to determine if a parallel criminal investigation should be opened. The DOJ has also announced an intention to pursue civil and criminal actions against individuals

within a company as well as the corporate entity or entities. In addition, health care facilities are subject to monitoring by state and federal surveyors to ensure compliance with program Conditions of Participation. In the event a facility is found to be out of compliance with a Condition of Participation and unable to remedy the alleged deficiency(s), the facility faces termination from the Medicare and Medicaid programs or compliance with a System Improvement Agreement to remedy deficiencies and ensure compliance.

The laws and regulations governing the healthcare industry are complex covering, among other things, government healthcare participation requirements, licensure, certification and accreditation, privacy of patient information, reimbursement for patient services as well as fraud and abuse compliance. These laws and regulations are constantly evolving and expanding. Further, the Affordable Care Act has added additional obligations on healthcare providers to report and refund overpayments by government healthcare programs and authorizes the suspension of Medicare and Medicaid payments “pending an investigation of a credible allegation of fraud.” We monitor our business and have developed an ethics and compliance program with respect to these complex laws, rules and regulations. Although we believe our policies, procedures and practices comply with government regulations, there is no assurance that we will not be faced with the sanctions referenced above which include fines, penalties and/or substantial damages, repayment obligations, payment suspensions, licensure revocation, and expulsion from government healthcare programs. Even if we were to ultimately prevail in any action brought against us or our facilities or in responding to any inquiry, such action or inquiry could have a material adverse effect on us.

The outcome of any current or future litigation or governmental or internal investigations, including the matters described above, cannot be accurately predicted, nor can we predict any resulting penalties, fines or other sanctions that may be imposed at the discretion of federal or state regulatory authorities. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made at this time regarding the matters specifically described above because the inherently unpredictable nature of legal proceedings may be exacerbated by various factors, including, but not limited to: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; (vi) there are a large number of parties, or; (vii) there is a wide range of potential outcomes. It is possible that the outcome of these matters could have a material adverse impact on our future results of operations, financial position, cash flows and, potentially, our reputation.

In addition, various suits and claims arising against us in the ordinary course of business are pending. In the opinion of management, the outcome of such claims and litigation will not materially affect our consolidated financial position or results of operations.

Our reportable operating segments consist of acute care hospital services and behavioral health care services. The “Other” segment column below includes centralized services including information services, purchasing, reimbursement, accounting, taxation, legal, advertising, design and construction and patient accounting as well as the operating results for our other operating entities including outpatient surgery and radiation centers. The chief operating decision making group for our acute care hospital services and behavioral health care services is comprised of the Chief Executive Officer, the President and the Presidents of each operating segment. The Presidents of each operating segment also manage the profitability of each respective segment’s various facilities. The operating segments are managed separately because each operating segment represents a business unit that offers different types of healthcare services or operates in different healthcare environments. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Basic earnings per share are based on the weighted average number of common shares outstanding during the period. Diluted earnings per share are based on the weighted average number of common shares outstanding during the period adjusted to give effect to common stock equivalents.

The following table sets forth the computation of basic and diluted earnings per share for classes A, B, C and D common stockholders for the periods indicated (in thousands, except per share data):

	Three months ended September 30,						Nine months ended September 30,
	(amounts in thousands)
	2015			2014			2015			2014
Basic and Diluted:
Net income attributable to UHS	$	150,287		$	82,797		$	506,779		$	372,546
Less: Net income attributable to unvested restricted share grants		(82	)		(17	)		(221	)		(164	)
Net income attributable to UHS – basic and diluted	$	150,205		$	82,780		$	506,558		$	372,382

Weighted average number of common shares - basic		98,858			99,052			98,924			98,832
Net effect of dilutive stock options and grants based on the treasury stock method		2,301			1,981			1,987			1,643
Weighted average number of common shares and equivalents - diluted		101,159			101,033			100,911			100,475
Earnings per basic share attributable to UHS:	$	1.52		$	0.84		$	5.12		$	3.77
Earnings per diluted share attributable to UHS:	$	1.48		$	0.82		$	5.02		$	3.71

The “Net effect of dilutive stock options and grants based on the treasury stock method”, for all periods presented above, excludes certain outstanding stock options applicable to each period since the effect would have been anti-dilutive. There were no significant anti-dilutive stock options during the three months ended September 30, 2015. The excluded weighted-average stock options totaled 987,000 for the nine months ended September 30, 2015. There were no significant anti-dilutive stock options during the three and nine months ended September 30, 2014. All classes of our common stock have the same dividend rights.

Stock-Based Compensation: During the three-month periods ended September 30, 2015 and 2014, compensation cost of $9.2 million and $7.5 million, respectively, was recognized related to outstanding stock options. During the nine-month periods ended September 30, 2015 and 2014, compensation cost of $28.7 million and $21.7 million, respectively, was recognized related to outstanding stock options. In addition, during the three-month periods ended September 30, 2015 and 2014, compensation cost of approximately $304,000 and $274,000, respectively, was recognized related to restricted stock. During the nine-month periods ended September 30, 2015 and 2014, compensation cost of approximately $796,000 and $921,000, respectively, was recognized related to restricted stock. As of September 30, 2015 there was $76.4 million of unrecognized compensation cost related to unvested options and restricted stock which is expected to be recognized over the remaining weighted average vesting period of 2.9 years. There were 2,940,850 stock options granted (net of cancellations) during the first nine months of 2015 with a weighted-average grant date fair value of $21.33 per share.

The expense associated with share-based compensation arrangements is a non-cash charge. In the Consolidated Statements of Cash Flows, share-based compensation expense is an adjustment to reconcile net income to cash provided by operating activities and aggregated to $30.1 million and $22.7 million during the nine-month periods ended September 30, 2015 and 2014, respectively. In accordance with ASC 718, excess income tax benefits related to stock based compensation are classified as cash inflows from financing activities on the Consolidated Statement of Cash Flows. During the first nine months of 2015 and 2014, we generated $29.3 million and $30.2 million, respectively, of excess income tax benefits related to stock based compensation which are reflected as cash inflows from financing activities in our Consolidated Statements of Cash Flows.

In October, 2015, we completed the acquisition of Foundations Recovery Network, LLC (“Foundations”) for a purchase price of approximately $350 million. Through this acquisition, we have added 4 inpatient facilities consisting of 322 beds as well as 8 outpatient centers. In addition, there are over 140 expansion beds in progress. Foundations is focused on treating adults with co-occurring addiction and mental health disorders through an evidence-based, integrated treatment model in residential and outpatient settings.

During the first nine months of 2015, we paid approximately $183 million to acquire: (i) a 46-bed behavioral health care facility located in the U.K. (acquired during the first quarter); (ii) Alpha Hospitals Holdings Limited consisting of four behavioral health care hospitals with 305 beds located in the U.K. (acquired during the third quarter), and; (iii) various other businesses, a management contract and real property assets.

During the first nine months of 2015, we received approximately $3 million related to the divestiture of a small operator of behavioral health care services (sold during the third quarter). The pre-tax gain realized on this divestiture did not have a material impact on our consolidated financial statements.

During the first nine months of 2014, we spent $402 million to: (i) acquire the stock of Cygnet Health Care Limited (16 behavioral health care facilities located throughout the U.K.); (ii) acquire and fund the required capital reserves related to a commercial health insurer headquartered in Reno, Nevada; (iii) acquire a 124-bed behavioral health care facility and outpatient treatment center located in Washington, D.C., and; (iv) acquire a 48-bed behavioral health facility in Tucson, Arizona.

During the first nine months of 2014, we received approximately $15 million of cash proceeds for the divestiture of a non-operating investment and the real property of a closed behavioral health care facility. The divestiture of the non-operating investment (sold during the first quarter of 2014) resulted in a pre-tax gain of approximately $10 million which is included in our consolidated results of operations during the nine-month period ended September 30, 2014.

We declared and paid dividends of $9.9 million, or $.10 per share, during each of the three-month periods ended September 30, 2015 and 2014. We declared and paid dividends of $29.7 million and $19.8 million during the nine-month periods ended September 30, 2015 and 2014, respectively.

As of January 1, 2015, our unrecognized tax benefits were approximately $2 million. The amount, if recognized, that would affect the effective tax rate is approximately $2 million. During the quarter ended September 30, 2015, changes to the estimated liabilities for uncertain tax positions (including accrued interest) relating to tax positions taken during prior and current periods did not have a material impact on our financial statements.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of September 30, 2015, we have less than $1 million of accrued interest and penalties. The U.S. federal statute of limitations remains open for the 2012 and subsequent years. Foreign and U.S. state and local jurisdictions have statutes of limitations generally ranging from 3 to 4 years. The statute of limitations on certain jurisdictions could expire within the next twelve months. It is reasonably possible that the amount of uncertain tax benefits will change during the next 12 months, however, it is anticipated that any such change, if it were to occur, would not have a material impact on our results of operations.

We operate in multiple jurisdictions with varying tax laws. We are subject to audits by any of these taxing authorities. Our tax returns have been examined by the Internal Revenue Service (“IRS”) through the year ended December 31, 2006. We believe that adequate accruals have been provided for federal, foreign and state taxes.

Certain of our senior notes are guaranteed by a group of subsidiaries (the “Guarantors”). The Guarantors, each of which is a 100% directly owned subsidiary of Universal Health Services, Inc., fully and unconditionally guarantee the senior notes on a joint and several basis, subject to certain customary release provisions.

The following financial statements present condensed consolidating financial data for (i) Universal Health Services, Inc. (on a parent company only basis), (ii) the combined Guarantors, (iii) the combined non guarantor subsidiaries (all other subsidiaries), (iv) an elimination column for adjustments to arrive at the information for the parent company, Guarantors, and non guarantors on a consolidated basis, and (v) the parent company and our subsidiaries on a consolidated basis.

Investments in subsidiaries are accounted for by the parent company and the Guarantors using the equity method for this presentation. Results of operations of subsidiaries are therefore classified in the parent company’s and Guarantors’ investment in subsidiaries accounts. The elimination entries set forth in the following condensed consolidating financial statements eliminate distributed and undistributed income of subsidiaries, investments in subsidiaries, and intercompany balances and transactions between the parent, Guarantors, and non guarantors.

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Net revenues before provision for doubtful accounts	$	0		$	1,688,939		$	758,095		$	(7,963	)	$	2,439,071
Less: Provision for doubtful accounts		0			135,897			75,519			0			211,416
Net revenues		0			1,553,042			682,576			(7,963	)		2,227,655
Operating charges:
Salaries, wages and benefits		0			754,069			303,157			0			1,057,226
Other operating expenses		0			361,965			174,947			(7,529	)		529,383
Supplies expense		0			143,296			98,963			0			242,259
Depreciation and amortization		0			69,875			29,567			0			99,442
Lease and rental expense		0			15,261			9,717			(434	)		24,544
Electronic health records incentive income		0			(356	)		0			0			(356	)
		0			1,344,110			616,351			(7,963	)		1,952,498
Income from operations		0			208,932			66,225			0			275,157
Interest expense		25,543			1,173			414			0			27,130
Interest (income) expense, affiliate		0			23,054			(23,054	)		0			0
Equity in net income of consolidated affiliates		(166,054	)		(40,178	)		0			206,232			0
Income before income taxes		140,511			224,883			88,865			(206,232	)		248,027
Provision for income taxes		(9,776	)		74,531			19,618			0			84,373
Net income		150,287			150,352			69,247			(206,232	)		163,654
Less: Income attributable to noncontrolling interests		0			0			13,367			0			13,367
Net income attributable to UHS	$	150,287		$	150,352		$	55,880		$	(206,232	)	$	150,287

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Net revenues before provision for doubtful accounts	$	0		$	5,040,823		$	2,254,656		$	(23,627	)	$	7,271,852
Less: Provision for doubtful accounts		0			357,095			186,545			0			543,640
Net revenues		0			4,683,728			2,068,111			(23,627	)		6,728,212
Operating charges:
Salaries, wages and benefits		0			2,239,853			893,140			0			3,132,993
Other operating expenses		0			1,080,690			512,869			(22,499	)		1,571,060
Supplies expense		0			430,288			291,691			0			721,979
Depreciation and amortization		0			208,577			87,120			0			295,697
Lease and rental expense		0			43,160			28,599			(1,128	)		70,631
Electronic health records incentive income		0			(1,751	)		0			0			(1,751	)
		0			4,000,817			1,813,419			(23,627	)		5,790,609
Income from operations		0			682,911			254,692			0			937,603
Interest expense		80,087			3,566			1,198			0			84,851
Interest (income) expense, affiliate		0			69,163			(69,163	)		0			0
Equity in net income of consolidated affiliates		(556,213	)		(160,481	)		0			716,694			0
Income before income taxes		476,126			770,663			322,657			(716,694	)		852,752
Provision for income taxes		(30,653	)		257,400			66,624			0			293,371
Net income		506,779			513,263			256,033			(716,694	)		559,381
Less: Income attributable to noncontrolling interests		0			0			52,602			0			52,602
Net income attributable to UHS	$	506,779		$	513,263		$	203,431		$	(716,694	)	$	506,779

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Net revenues before provision for doubtful accounts	$	0		$	1,548,315		$	655,321		$	(7,123	)	$	2,196,513
Less: Provision for doubtful accounts		0			109,858			47,938			0			157,796
Net revenues		0			1,438,457			607,383			(7,123	)		2,038,717
Operating charges:
Salaries, wages and benefits		0			680,877			272,706			0			953,583
Other operating expenses		0			384,689			155,758			(6,694	)		533,753
Supplies expense		0			134,966			87,742			0			222,708
Depreciation and amortization		0			67,204			26,252			0			93,456
Lease and rental expense		0			15,034			9,255			(429	)		23,860
Electronic health records incentive income		0			(531	)		(894	)		0			(1,425	)
Costs related to extinguishment of debt		36,171			0			0			0			36,171
		36,171			1,282,239			550,819			(7,123	)		1,862,106
Income from operations		(36,171	)		156,218			56,564			0			176,611
Interest expense		30,503			1,277			353			0			32,133
Interest (income) expense, affiliate		0			22,113			(22,113	)		0			0
Equity in net income of consolidated affiliates		(123,951	)		(32,595	)		0			156,546			0
Income before income taxes		57,277			165,423			78,324			(156,546	)		144,478
Provision for income taxes		(25,520	)		54,139			19,821			0			48,440
Net income		82,797			111,284			58,503			(156,546	)		96,038
Less: Income attributable to noncontrolling interests		0			0			13,241			0			13,241
Net income attributable to UHS	$	82,797		$	111,284		$	45,262		$	(156,546	)	$	82,797

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Net revenues before provision for doubtful accounts	$	0		$	4,574,273		$	2,018,260		$	(21,801	)	$	6,570,732
Less: Provision for doubtful accounts		0			367,375			174,560			0			541,935
Net revenues		0			4,206,898			1,843,700			(21,801	)		6,028,797
Operating charges:
Salaries, wages and benefits		0			2,038,171			812,697			0			2,850,868
Other operating expenses		0			950,549			464,488			(20,711	)		1,394,326
Supplies expense		0			403,195			259,085			0			662,280
Depreciation and amortization		0			199,540			77,966			0			277,506
Lease and rental expense		0			43,827			27,919			(1,090	)		70,656
Electronic health records incentive income		0			(2,665	)		(1,364	)		0			(4,029	)
Costs related to extinguishment of debt		36,171			0			0			0			36,171
		36,171			3,632,617			1,640,791			(21,801	)		5,287,778
Income from operations		(36,171	)		574,281			202,909			0			741,019
Interest expense		97,665			3,248			1,500			0			102,413
Interest (income) expense, affiliate		0			66,337			(66,337	)		0			0
Equity in net income of consolidated affiliates		(455,156	)		(125,458	)		0			580,614			0
Income before income taxes		321,320			630,154			267,746			(580,614	)		638,606
Provision for income taxes		(51,226	)		217,340			57,988			0			224,102
Net income		372,546			412,814			209,758			(580,614	)		414,504
Less: Income attributable to noncontrolling interests		0			0			41,958			0			41,958
Net income attributable to UHS	$	372,546		$	412,814		$	167,800		$	(580,614	)	$	372,546

	Parent			Guarantors			Non Guarantors		Consolidating Adjustments			Total Consolidated Amounts
Net income	$	150,287		$	150,352		$	69,247	$	(206,232	)	$	163,654
Other comprehensive income (loss):
Unrealized derivative gains on cash flow hedges		(9,888	)		0			0		0			(9,888	)
Amortization of terminated hedge		(84	)		0			0		0			(84	)
Foreign currency translation adjustment		(2,304	)		(2,304	)		0		2,304			(2,304	)
Other comprehensive income before tax		(12,276	)		(2,304	)		0		2,304			(12,276	)
Income tax expense related to items of other comprehensive income		(3,742	)		0			0		0			(3,742	)
Total other comprehensive income, net of tax		(8,534	)		(2,304	)		0		2,304			(8,534	)
Comprehensive income		141,753			148,048			69,247		(203,928	)		155,120
Less: Comprehensive income attributable to noncontrolling interests		0			0			13,367		0			13,367
Comprehensive income attributable to UHS	$	141,753		$	148,048		$	55,880	$	(203,928	)	$	141,753

	Parent			Guarantors			Non Guarantors		Consolidating Adjustments			Total Consolidated Amounts
Net income	$	506,779		$	513,263		$	256,033	$	(716,694	)	$	559,381
Other comprehensive income (loss):
Unrealized derivative gains on cash flow hedges		(4,950	)		0			0		0			(4,950	)
Amortization of terminated hedge		(252	)		0			0		0			(252	)
Foreign currency translation adjustment		(96	)		(96	)		0		96			(96	)
Other comprehensive income before tax		(5,298	)		(96	)		0		96			(5,298	)
Income tax expense related to items of other comprehensive income		(1,530	)		0			0		0			(1,530	)
Total other comprehensive income, net of tax		(3,768	)		(96	)		0		96			(3,768	)
Comprehensive income		503,011			513,167			256,033		(716,598	)		555,613
Less: Comprehensive income attributable to noncontrolling interests		0			0			52,602		0			52,602
Comprehensive income attributable to UHS	$	503,011		$	513,167		$	203,431	$	(716,598	)	$	503,011

	Parent			Guarantors		Non Guarantors		Consolidating Adjustments			Total Consolidated Amounts
Net income	$	82,797		$	111,284	$	58,503	$	(156,546	)	$	96,038
Other comprehensive income (loss):
Unrealized derivative gains on cash flow hedges		4,712			0		0		0			4,712
Amortization of terminated hedge		(84	)		0		0		0			(84	)
Currency translation adjustment		(2,506	)		0		0		0			(2,506	)
Other comprehensive income before tax		2,122			0		0		0			2,122
Income tax expense related to items of other comprehensive income		1,620			0		0		0			1,620
Total other comprehensive income, net of tax		502			0		0		0			502
Comprehensive income		83,299			111,284		58,503		(156,546	)		96,540
Less: Comprehensive income attributable to noncontrolling interests		0			0		13,241		0			13,241
Comprehensive income attributable to UHS	$	83,299		$	111,284	$	45,262	$	(156,546	)	$	83,299

	Parent			Guarantors		Non Guarantors		Consolidating Adjustments			Total Consolidated Amounts
Net income	$	372,546		$	412,814	$	209,758	$	(580,614	)	$	414,504
Other comprehensive income (loss):
Unrealized derivative gains on cash flow hedges		12,922			0		0		0			12,922
Amortization of terminated hedge		(252	)		0		0		0			(252	)
Currency translation adjustment		(2,506	)		0		0		0			(2,506	)
Other comprehensive income before tax		10,164			0		0		0			10,164
Income tax expense related to items of other comprehensive income		4,685			0		0		0			4,685
Total other comprehensive income, net of tax		5,479			0		0		0			5,479
Comprehensive income		378,025			412,814		209,758		(580,614	)		419,983
Less: Comprehensive income attributable to noncontrolling interests		0			0		41,958		0			41,958
Comprehensive income attributable to UHS	$	378,025		$	412,814	$	167,800	$	(580,614	)	$	378,025

	Parent		Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Assets
Current assets:
Cash and cash equivalents	$	0	$	27,934		$	11,589		$	0		$	39,523
Accounts receivable, net		0		940,262			388,038			0			1,328,300
Supplies		0		69,744			42,974			0			112,718
Deferred income taxes		132,407		2,147			0			0			134,554
Other current assets		0		69,304			12,155			0			81,459
Total current assets		132,407		1,109,391			454,756			0			1,696,554

Investments in subsidiaries		7,569,657		1,821,777			0			(9,391,434	)		0

Intercompany receivable		0		0			507,740			(507,740	)		0
Intercompany note receivable		0		0			1,267,637			(1,267,637	)		0

Property and equipment		0		4,664,695			1,851,219			0			6,515,914
Less: accumulated depreciation		0		(1,828,173	)		(911,649	)		0			(2,739,822	)
		0		2,836,522			939,570			0			3,776,092
Other assets:
Goodwill		0		2,862,325			526,053			0			3,388,378
Deferred charges		27,171		5,641			2,301			0			35,113
Other		8,031		259,784			42,926			0			310,741
	$	7,737,266	$	8,895,440		$	3,740,983		$	(11,166,811	)	$	9,206,878
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	61,177	$	1,214		$	22,492		$	0		$	84,883
Accounts payable and accrued liabilities		22,084		1,018,055			62,477			0			1,102,616
Federal and state taxes		8,697		0			0			0			8,697
Total current liabilities		91,958		1,019,269			84,969			0			1,196,196

Intercompany payable		259,415		248,325			0			(507,740	)		0
Intercompany note payable		0		1,267,637			0			(1,267,637	)		0

Other noncurrent liabilities		4,236		217,605			70,600			0			292,441
Long-term debt		2,984,200		17,095			8,659			0			3,009,954
Deferred income taxes		264,358		0			0			0			264,358

Redeemable noncontrolling interests		0		0			250,213			0			250,213
Equity:
UHS common stockholders’ equity		4,133,099		6,125,509			3,265,925			(9,391,434	)		4,133,099
Noncontrolling interest		0		0			60,617			0			60,617
Total equity		4,133,099		6,125,509			3,326,542			(9,391,434	)		4,193,716
	$	7,737,266	$	8,895,440		$	3,740,983		$	(11,166,811	)	$	9,206,878

	Parent		Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Assets
Current assets:
Cash and cash equivalents	$	0	$	21,784		$	10,285		$	0		$	32,069
Accounts receivable, net		0		933,971			348,764			0			1,282,735
Supplies		0		67,847			40,268			0			108,115
Deferred income taxes		113,822		743			0			0			114,565
Other current assets		0		62,431			15,223			0			77,654
Total current assets		113,822		1,086,776			414,540			0			1,615,138

Investments in subsidiaries		7,013,540		1,661,296			0			(8,674,836	)		0

Intercompany receivable		103,808		0			408,682			(512,490	)		0
Intercompany note receivable		0		0			1,222,637			(1,222,637	)		0

Property and equipment		0		4,494,567			1,717,463			0			6,212,030
Less: accumulated depreciation		0		(1,686,192	)		(846,149	)		0			(2,532,341	)
		0		2,808,375			871,314			0			3,679,689
Other assets:
Goodwill		0		2,764,555			526,658			0			3,291,213
Deferred charges		32,379		5,402			2,538			0			40,319
Other		9,601		283,302			55,181			0			348,084
	$	7,273,150	$	8,609,706		$	3,501,550		$	(10,409,963	)	$	8,974,443
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	44,874	$	1,260		$	22,185		$	0		$	68,319
Accounts payable and accrued liabilities		20,245		1,051,309			41,508			0			1,113,062
Federal and state taxes		1,446		0			0			0			1,446
Total current liabilities		66,565		1,052,569			63,693			0			1,182,827

Intercompany payable		0		512,490			0			(512,490	)		0
Intercompany note payable		0		1,222,637			0			(1,222,637	)		0

Other noncurrent liabilities		1,322		189,456			77,777			0			268,555
Long-term debt		3,187,103		20,212			2,900			0			3,210,215
Deferred income taxes		282,214		0			0			0			282,214

Redeemable noncontrolling interests		0		0			239,552			0			239,552
Equity:
UHS common stockholders’ equity		3,735,946		5,612,342			3,062,494			(8,674,836	)		3,735,946
Noncontrolling interest		0		0			55,134			0			55,134
Total equity		3,735,946		5,612,342			3,117,628			(8,674,836	)		3,791,080
	$	7,273,150	$	8,609,706		$	3,501,550		$	(10,409,963	)	$	8,974,443

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments		Total Consolidated Amounts
Net cash (used in) provided by operating activities	$	(51,998	)	$	554,650		$	293,847		$	0	$	796,499

Cash Flows from Investing Activities:
Property and equipment additions, net of disposals		0			(154,460	)		(115,118	)		0		(269,578	)
Proceeds received from sale of assets and businesses		0			0			2,744			0		2,744
Cash paid/reserved related to acquisition of property and businesses		0			(171,116	)		(11,987	)		0		(183,103	)
Net cash used in investing activities		0			(325,576	)		(124,361	)		0		(449,937	)

Cash Flows from Financing Activities:
Reduction of long-term debt		(203,284	)		(3,163	)		(924	)		0		(207,371	)
Additional borrowings		16,300			0			0			0		16,300
Repurchase of common shares		(129,862	)		0			0			0		(129,862	)
Dividends paid		(29,696	)		0			0			0		(29,696	)
Issuance of common stock		6,030			0			0			0		6,030
Excess income tax benefits related to stock-based compensation		29,287			0			0			0		29,287
Profit distributions to noncontrolling interests		0			0			(35,965	)		0		(35,965	)
Proceeds received from sale/leaseback of real property		0			0			12,765			0		12,765
Changes in intercompany balances with affiliates, net		363,223			(219,165	)		(144,058	)		0		0
Net cash provided by (used in) financing activities		51,998			(222,328	)		(168,182	)		0		(338,512	)

Effect of exchange rate changes on cash and cash equivalents		0			(596	)		0			0		(596	)

Increase in cash and cash equivalents		0			6,150			1,304			0		7,454
Cash and cash equivalents, beginning of period		0			21,784			10,285			0		32,069
Cash and cash equivalents, end of period	$	0		$	27,934		$	11,589		$	0	$	39,523

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments		Total Consolidated Amounts
Net cash provided by operating activities	$	8,445		$	431,986		$	249,123		$	0	$	689,554

Cash Flows from Investing Activities:
Property and equipment additions, net of disposals		0			(205,455	)		(103,906	)		0		(309,361	)
Proceeds received from sale of assets and businesses		0			11,450			3,728			0		15,178
Cash paid/reserved related to acquisition of property and businesses		0			(394,854	)		(7,551	)		0		(402,405	)
Costs incurred for purchase and implementation of electronic health records application		0			(11,204	)		0			0		(11,204	)
Net cash used in investing activities		0			(600,063	)		(107,729	)		0		(707,792	)

Cash Flows from Financing Activities:
Reduction of long-term debt		(830,680	)		(609	)		(11,254	)		0		(842,543	)
Additional borrowings		969,800			0			0			0		969,800
Financing costs		(13,413	)		0			0			0		(13,413	)
Repurchase of common shares		(63,292	)		0			0			0		(63,292	)
Dividends paid		(19,794	)		0			0			0		(19,794	)
Issuance of common stock		4,907			0			0			0		4,907
Excess income tax benefits related to stock-based compensation		30,242			0			0			0		30,242
Profit distributions to noncontrolling interests		0			0			(25,074	)		0		(25,074	)
Changes in intercompany balances with affiliates, net		(86,215	)		190,021			(103,806	)		0		0
Net cash (used in) provided by financing activities		(8,445	)		189,412			(140,134	)		0		40,833

Effect of exchange rate changes on cash and cash equivalents		0			(122	)		0			0		(122	)

Increase in cash and cash equivalents		0			21,213			1,260			0		22,473
Cash and cash equivalents, beginning of period		0			7,990			9,248			0		17,238
Cash and cash equivalents, end of period	$	0		$	29,203		$	10,508		$	0	$	39,711

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments,” which changes the reporting requirement for retrospective adjustments to provisional amounts in the measurement period. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The revised guidance is effective for annual fiscal periods beginning after December 15, 2015. We are currently in the process of evaluating the impact of adoption of this ASU on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016; however, in July 2015, the FASB approved a one-year deferral of this standard, with a new effective date for fiscal years beginning after December 15, 2017. We are currently in the process of evaluating the impact of adoption of this ASU on our consolidated financial statements.

In August 2014, FASB issued ASU No. 2014-15, “Preparation of Financial Statements—Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (ASU 2014-15). Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes

imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, “Presentation of Financial Statements—Liquidation Basis of Accounting”. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the new criteria in ASU 2014-15 should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. We will evaluate the going concern considerations in this ASU.

In April and August 2015, the FASB issued ASU No. 2015-03 and ASU No. 2015-15, “Interest- Imputation of Interest,” respectively, to simplify the presentation of debt issuance costs. The standard requires debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The FASB clarified that debt issuance costs related to line-of-credit arrangements can be presented as an asset and amortized over the term of the arrangement. The guidance is effective for annual fiscal periods beginning after December 15, 2015; however, early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 September 30, 2015, we owned and operated 24 acute care hospitals and 217 behavioral health centers located in 37 states, Washington, D.C., the United Kingdom, Puerto Rico and the U.S. Virgin Islands. In addition, we are building a newly-constructed acute care hospital located in Henderson, Nevada. As part of our ambulatory treatment centers division, we manage and/or own outright or in partnerships with physicians, 5 surgical hospitals and surgery and radiation oncology centers located in 4 states.

As a percentage of our consolidated net revenues, net revenues from our acute care hospitals, surgical hospitals, commercial health insurer (Prominence Health Plan), surgery centers and radiation oncology centers accounted for 51% during each of the three and nine-month periods ended September 30, 2015 and 2014. Net revenues from our behavioral health care facilities accounted for 49% of our consolidated net revenues during each of the three and nine-month periods ended September 30, 2015 and 2014.

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/or 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.

You should carefully review the information contained in this Quarterly Report, and should particularly consider any risk factors that we set forth in this Quarterly Report and in other reports or documents that we file from time to time with the Securities and Exchange Commission (the “SEC”). In this Quarterly Report, we state our beliefs of future events and of our future financial performance. This Quarterly Report contains “forward-looking statements” that reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning our possible future results of operations, business and growth strategies, financing plans, expectations that regulatory developments or other matters will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions, and statements of our goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, as well as statements in future tense, identify forward-looking statements. In evaluating those statements, you should specifically consider various factors, including the risks related to healthcare industry trends and those detailed in our filings with the SEC including those set forth herein and in our Annual Report on Form 10-K for the year ended December 31, 2014 in Item 1A Risk Factors and in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward Looking Statements and Risk Factors. Those factors may cause our actual results to differ materially from any of our forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or our good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Such factors include, among other things, the following:

Given these uncertainties, risks and assumptions, as outlined above, you are cautioned not to place undue reliance on such forward-looking statements. Our actual results and financial condition could differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements speak only as of the date the statements are made. We assume no obligation to publicly update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except as may be required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We consider our critical accounting policies to be those that require us to make significant judgments and estimates when we prepare our consolidated financial statements. For a summary of our significant accounting policies, please see Note 1 to the Consolidated Financial Statements as included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Revenue recognition: We record revenues and related receivables for health care services at the time the services are provided. Medicare and Medicaid revenues represented 35% and 38% of our net patient revenues during the three-month periods ended September 30, 2015 and 2014, respectively, and 35% and 38% of our net patient revenues during the nine-month periods ended September 30, 2015 and 2014, respectively. Revenues from managed care entities, including health maintenance organizations and managed Medicare and Medicaid programs, accounted for 54% and 53% of our net patient revenues during the three-month periods ended September 30, 2015 and 2014, respectively, and 52% and 51% of our net patient revenues during the nine-month periods ended September 30, 2015 and 2014, respectively.

Charity Care, Uninsured Discounts and Provision for Doubtful Accounts: See disclosure below in Results of Operations, Acute Care Hospital Services- Charity Care, Uninsured Discounts and Provision for Doubtful Accounts.

Accounting for Medicare and Medicaid Electronic Health Records Incentive Payments: In July 2010, the Department of Health and Human Services published final regulations implementing the health information technology provisions of the American Recovery and Reinvestment Act. The regulation defines the “meaningful use” of Electronic Health Records (“EHR”) and established the requirements for the Medicare and Medicaid EHR payment incentive programs. The implementation period for these new Medicare and Medicaid incentive payments started in federal fiscal year 2011 and can end as late as 2016 for Medicare and 2021 for the state Medicaid programs. We recognize income related to Medicare and Medicaid incentive payments using a gain contingency model that is based upon when our eligible hospitals have demonstrated “meaningful use” of certified EHR technology for the applicable period and the cost report information for the full cost report year that will determine the final calculation of the incentive payment is available.

Medicare EHR incentive payments: Federal regulations require that Medicare EHR incentive payments be computed based on the Medicare cost report that begins in the federal fiscal period in which a hospital meets the applicable “meaningful use” requirements. Since the annual Medicare cost report periods for each of our acute care hospitals ends on December 31st, we will recognize Medicare EHR incentive income for each hospital during the fourth quarter of the year in which the facility meets the “meaningful use” criteria and during the fourth quarter of each applicable subsequent year.

Medicaid EHR incentive payments: Medicaid EHR incentive payments are determined based upon prior period cost report information available at the time our hospitals met the “meaningful use” criteria. Therefore, the majority of the Medicaid EHR incentive income recognition occurred in the period in which the applicable hospitals were deemed to have met initial “meaningful use” criteria. Upon meeting subsequent fiscal year “meaningful use” criteria, our hospitals may become entitled to additional Medicaid EHR incentive payments which will be recognized as incentive income in future periods. Medicaid EHR incentive payments received prior to our hospitals meeting the “meaningful use” criteria were included in other current liabilities (as deferred EHR incentive income) in our consolidated balance sheet.

Self-Insured/Other Insurance Risks: We provide for self-insured risks, primarily general and professional liability claims and workers’ compensation claims. Our estimated liability for self-insured professional and general liability claims is based on a number of factors including, among other things, the number of asserted claims and reported incidents, estimates of losses for these claims based on recent and historical settlement amounts, estimate of incurred but not reported claims based on historical experience, and estimates of amounts recoverable under our commercial insurance policies. All relevant information, including our own historical experience is used in estimating the expected amount of claims. While we continuously monitor these factors, our ultimate liability for professional and general liability claims could change materially from our current estimates due to inherent uncertainties involved in making this estimate. Our estimated self-insured reserves are reviewed and changed, if necessary, at each reporting date and changes are recognized currently as additional expense or as a reduction of expense. In addition, we also: (i) own a commercial health insurer headquartered in Reno, Nevada, and; (ii) maintain self-insured employee benefits programs for employee healthcare and dental claims. The ultimate costs related to these programs/operations include expenses for claims incurred and paid in addition to an accrual for the estimated expenses incurred in connection with claims incurred but not yet reported. Given our significant insurance-related exposure, there can be no assurance that a sharp increase in the number and/or severity of claims asserted against us will not have a material adverse effect on our future results of operations.

The total accrual for our professional and general liability claims and workers’ compensation claims was $280 million as of September 30, 2015, of which $83 million is included in current liabilities. The total accrual for our professional and general liability claims and workers’ compensation claims was $260 million as of December 31, 2014, of which $83 million is included in current liabilities.

Recent Accounting Standards: For a summary of accounting standards, please see Note 12 to the Consolidated Financial Statements, as included herein.

The following table summarizes our results of operations and is used in the discussion below for the three-month periods ended September 30, 2015 and 2014 (dollar amounts in thousands):

	Three months ended September 30, 2015						Three months ended September 30, 2014
	Amount			% of Net Revenues			Amount			% of Net Revenues
Net revenues before provision for doubtful accounts	$	2,439,071					$	2,196,513
Less: Provision for doubtful accounts		211,416						157,796
Net revenues		2,227,655			100.0	%		2,038,717			100.0	%
Operating charges:
Salaries, wages and benefits		1,057,226			47.5	%		953,583			46.8	%
Other operating expenses		529,383			23.8	%		533,753			26.2	%
Supplies expense		242,259			10.9	%		222,708			10.9	%
Depreciation and amortization		99,442			4.5	%		93,456			4.6	%
Lease and rental expense		24,544			1.1	%		23,860			1.2	%
EHR incentive income		(356	)		(0.0	)%		(1,425	)		(0.1	)%
Costs related to extinguishment of debt		0			0.0	%		36,171			1.8	%
Subtotal-operating expenses		1,952,498			87.6	%		1,862,106			91.3	%
Income from operations		275,157			12.4	%		176,611			8.7	%
Interest expense, net		27,130			1.2	%		32,133			1.6	%
Income before income taxes		248,027			11.1	%		144,478			7.1	%
Provision for income taxes		84,373			3.8	%		48,440			2.4	%
Net income		163,654			7.3	%		96,038			4.7	%
Less: Income attributable to noncontrolling interests		13,367			0.6	%		13,241			0.6	%
Net income attributable to UHS	$	150,287			6.7	%	$	82,797			4.1	%

Net revenues increased 9%, or $189 million, to $2.23 billion during the three-month period ended September 30, 2015 as compared to $2.04 billion during the comparable quarter of the prior year. The net increase was primarily attributable to: (i) a $123 million or 6% increase in net revenues generated from our acute care hospital services and behavioral health services operated during both periods (which we refer to as “same facility”), and; (ii) $53 million of revenues generated at the 21 behavioral health care facilities acquired in the U.K. since September of 2014.

Income before income taxes (before deduction for income attributable to noncontrolling interests) increased $104 million to $248 million during the three-month period ended September 30, 2015 as compared to $144 million during the comparable quarter of the prior year. The net increase in our income before income taxes during the third quarter of 2015, as compared to the comparable prior year quarter, was due to:

Net income attributable to UHS increased $67 million to $150 million during the three-month period ended September 30, 2015 as compared to $83 million during the comparable prior year quarter. The increase during the third quarter of 2015, as compared to the comparable prior year quarter, consisted of:

The following table summarizes our results of operations and is used in the discussion below for the nine-month periods ended September 30, 2015 and 2014 (dollar amounts in thousands):

	Nine months ended September 30, 2015						Nine months ended September 30, 2014
	Amount			% of Net Revenues			Amount			% of Net Revenues
Net revenues before provision for doubtful accounts	$	7,271,852					$	6,570,732
Less: Provision for doubtful accounts		543,640						541,935
Net revenues		6,728,212			100.0	%		6,028,797			100.0	%
Operating charges:
Salaries, wages and benefits		3,132,993			46.6	%		2,850,868			47.3	%
Other operating expenses		1,571,060			23.4	%		1,394,326			23.1	%
Supplies expense		721,979			10.7	%		662,280			11.0	%
Depreciation and amortization		295,697			4.4	%		277,506			4.6	%
Lease and rental expense		70,631			1.0	%		70,656			1.2	%
EHR incentive income		(1,751	)		(0.0	)%		(4,029	)		(0.1	)%
Costs related to extinguishment of debt		0			0.0	%		36,171			0.6	%
Subtotal-operating expenses		5,790,609			86.1	%		5,287,778			87.7	%
Income from operations		937,603			13.9	%		741,019			12.3	%
Interest expense, net		84,851			1.3	%		102,413			1.7	%
Income before income taxes		852,752			12.7	%		638,606			10.6	%
Provision for income taxes		293,371			4.4	%		224,102			3.7	%
Net income		559,381			8.3	%		414,504			6.9	%
Less: Income attributable to noncontrolling interests		52,602			0.8	%		41,958			0.7	%
Net income attributable to UHS	$	506,779			7.5	%	$	372,546			6.2	%

Net revenues increased 12%, or $699 million, to $6.73 billion during the nine-month period ended September 30, 2015 as compared to $6.03 billion during the comparable period of the prior year. The net increase was primarily attributable to: (i) a $437 million or 7% increase in net revenues generated from our acute care hospital services and behavioral health services operated during both periods, and; (ii) $137 million of revenues generated at the 21 behavioral health care facilities acquired in the U.K. since September of 2014.

Income before income taxes (before deduction for income attributable to noncontrolling interests) increased $214 million to $853 million during the nine-month period ended September 30, 2015 as compared to $639 million during the comparable period of the prior year. The net increase in our income before income taxes during the first nine months of 2015, as compared to the comparable prior year period, was due to:

Net income attributable to UHS increased $134 million to $507 million during the nine-month period ended September 30, 2015 as compared to $373 million during the comparable prior year period. The increase during the first nine months of 2015, as compared to the comparable prior year period, consisted of:

We believe that providing our results on a “Same Facility” basis, which includes the operating results for facilities and businesses operated in both the current year and prior year periods, is helpful to our investors as a measure of our operating performance. Our Same Facility results also neutralize the impact of the EHR applications, the effect of items that are non-operational in nature including items such as, but not limited to, gains on sales of assets and businesses, impacts of settlements, legal judgments and lawsuits and other amounts that may be reflected in the current or prior year financial statements that relate to prior periods. Our Same Facility basis results reflected on the table below also exclude from net revenues and other operating expenses, provider tax assessments incurred in each period as discussed below Sources of Revenue-Various State Medicaid Supplemental Payment Programs. The provider tax assessments had no impact on the income before income taxes as reflected on a Same Facility basis since the amounts offset between net revenues and other operating expenses. However, these provider tax assessments are included in net revenues and other operating expenses as reflected in the table below under All Acute Care Hospitals.

The following table summarizes the results of operations for our acute care facilities, on a same facility and all acute care basis, and is used in the discussion below for the three and nine-month periods ended September 30, 2015 and 2014 (dollar amounts in thousands):

	Three months ended					Three months ended					Nine months ended					Nine months ended
	September 30, 2015					September 30, 2014					September 30, 2015					September 30, 2014
	Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues
Net revenues before provision for doubtful accounts	$	1,294,450				$	1,167,048				$	3,763,846				$	3,493,854
Less: Provision for doubtful accounts		181,522					128,913					451,524					460,319
Net revenues		1,112,928		100.0	%		1,038,135		100.0	%		3,312,322		100.0	%		3,033,535		100.0	%
Operating charges:
Salaries, wages and benefits		478,353		43.0	%		432,936		41.7	%		1,389,833		42.0	%		1,283,065		42.3	%
Other operating expenses		269,622		24.2	%		252,466		24.3	%		720,297		21.7	%		670,519		22.1	%
Supplies expense		194,030		17.4	%		175,234		16.9	%		576,053		17.4	%		523,808		17.3	%
Depreciation and amortization		56,487		5.1	%		55,032		5.3	%		168,191		5.1	%		159,823		5.3	%
Lease and rental expense		12,571		1.1	%		13,056		1.3	%		37,293		1.1	%		38,724		1.3	%
Subtotal-operating expenses		1,011,063		90.8	%		928,724		89.5	%		2,891,667		87.3	%		2,675,939		88.2	%
Income from operations		101,865		9.2	%		109,411		10.5	%		420,655		12.7	%		357,596		11.8	%
Interest expense, net		980		0.1	%		1,102		0.1	%		2,968		0.1	%		3,258		0.1	%
Income before income taxes	$	100,885		9.1	%	$	108,309		10.4	%	$	417,687		12.6	%	$	354,338		11.7	%

During the three-month period ended September 30, 2015, as compared to the comparable prior year quarter, net revenues from our acute care hospital services, on a same facility basis, increased $75 million or 7.2%. Income before income taxes (and before income attributable to noncontrolling interests) decreased $7 million or 7% to $101 million or 9.1% of net revenues during the third quarter of 2015 as compared to $108 million or 10.4% of net revenues during the comparable prior year quarter. The decrease in income before income taxes during the third quarter of 2015, as compared to the comparable quarter of the prior year, was due, in part, to an increase in uncompensated care experienced during this year’s third quarter as well as in increase in salaries, wages and benefits due to increased temporary nursing costs.

During the three-month period ended September 30, 2015, net revenue per adjusted admission increased 3.0% and net revenue per adjusted patient day increased 2.6%, as compared to the comparable quarter of the prior year. During the three-month period ended September 30, 2015, as compared to the comparable prior year quarter, inpatient admissions to our acute care hospitals increased 4.0% and adjusted admissions (adjusted for outpatient activity) increased 5.1%. Patient days at these facilities increased 4.5% and adjusted patient days increased 5.6% during the three-month period ended September 30, 2015 as compared to the comparable prior year quarter. The average length of inpatient stay at these facilities was 4.6 days during each of the three-month periods ended September 30, 2015 and 2014, respectively. The occupancy rate, based on the average available beds at these facilities, was 56% and 54% during the three-month periods ended September 30, 2015 and 2014, respectively.

During the nine-month period ended September 30, 2015, as compared to the comparable prior year period, net revenues from our acute care hospital services, on a same facility basis, increased $279 million or 9.2%. Income before income taxes (and before income attributable to noncontrolling interests) increased $63 million or 18% to $418 million or 12.6% of net revenues during the nine months of 2015 as compared to $354 million or 11.7% of net revenues during the comparable prior year period.

During the nine-month period ended September 30, 2015, net revenue per adjusted admission increased 4.1% and net revenue per adjusted patient day increased 3.5%, as compared to the comparable period of the prior year. During the nine-month period ended September 30, 2015, as compared to the comparable prior year period, inpatient admissions to our acute care hospitals increased 4.4% and adjusted admissions (adjusted for outpatient activity) increased 5.5%. Patient days at these facilities increased 5.0% and adjusted patient days increased 6.1% during the nine-month period ended September 30, 2015 as compared to the comparable prior year period. The average length of inpatient stay at these facilities was 4.7 days during each of the nine-month periods ended September 30, 2015 and 2014. The occupancy rate, based on the average available beds at these facilities, was 60% and 58% during the nine-month periods ended September 30, 2015 and 2014, respectively.

Charity Care, Uninsured Discounts and Provision for Doubtful Accounts: Collection of receivables from third-party payers and patients is our primary source of cash and is critical to our operating performance. Our primary collection risks relate to uninsured patients and the portion of the bill which is the patient’s responsibility, primarily co-payments and deductibles. We estimate our provisions for doubtful accounts based on general factors such as payer mix, the agings of the receivables and historical collection experience. We routinely review accounts receivable balances in conjunction with these factors and other economic conditions which might ultimately affect the collectability of the patient accounts and make adjustments to our allowances as warranted. At our acute care hospitals, third party liability accounts are pursued until all payment and adjustments are posted to the patient account. For those accounts with a patient balance after third party liability is finalized or accounts for uninsured patients, the patient receives statements and collection letters. Our hospitals establish a partial reserve for self-pay accounts in the allowance for doubtful accounts for both unbilled balances and those that have been billed and are under 90 days old. All self-pay accounts are fully reserved at 90 days from the date of discharge. Third party liability accounts are fully reserved in the allowance for doubtful accounts when the balance ages past 180 days from the date of discharge. Patients that express an inability to pay are reviewed for potential sources of financial assistance including our charity care policy. If the patient is deemed unwilling to pay, the account is written-off as bad debt and transferred to an outside collection agency for additional collection effort.

Historically, a significant portion of the patients treated throughout our portfolio of acute care hospitals are uninsured patients which, in part, has resulted from patients who are employed but do not have health insurance or who have policies with relatively high deductibles. Patients treated at our hospitals for non-elective services, who have gross income less than 400% of the federal poverty guidelines, are deemed eligible for charity care. The federal poverty guidelines are established by the federal government and are based on income and family size. Because we do not pursue collection of amounts that qualify as charity care, they are not reported in our net revenues or in our accounts receivable, net.

A portion of the accounts receivable at our acute care facilities are comprised of Medicaid accounts that are pending approval from third-party payers but we also have smaller amounts due from other miscellaneous payers such as county indigent programs in certain states. Our patient registration process includes an interview of the patient or the patient’s responsible party at the time of registration. At that time, an insurance eligibility determination is made and an insurance plan code is assigned. There are various pre-established insurance profiles in our patient accounting system which determine the expected insurance reimbursement for each patient based on the insurance plan code assigned and the services rendered. Certain patients may be classified as Medicaid pending at registration based upon a screening evaluation if we are unable to definitively determine if they are currently Medicaid eligible. When a patient is registered as Medicaid eligible or Medicaid pending, our patient accounting system records net revenues for services provided to that patient based upon the established Medicaid reimbursement rates, subject to the ultimate disposition of the patient’s Medicaid eligibility. When the patient’s ultimate eligibility is determined, reclassifications may occur which impacts the reported amounts in future periods for the provision for doubtful accounts and other accounts such as Medicaid pending. Although the patient’s ultimate eligibility determination may result in amounts being reclassified among these accounts from period to period, these reclassifications did not have a material impact on our results of operations during the three or nine-month periods ended September 30, 2015 and 2014 since our facilities make estimates at each financial reporting period to reserve for amounts that are deemed to be uncollectible.

We also provide discounts to uninsured patients (included in “uninsured discounts” amounts below) who do not qualify for Medicaid or charity care. Because we do not pursue collection of amounts classified as uninsured discounts, they are not reported in our net revenues or in our net accounts receivable. In implementing the discount policy, we first attempt to qualify uninsured patients for governmental programs, charity care or any other discount program. If an uninsured patient does not qualify for these programs, the uninsured discount is applied. Our accounts receivable are recorded net of allowance for doubtful accounts of $379 million and $325 million at September 30, 2015 and December 31, 2014, respectively.

The following tables show the amounts recorded at our acute care hospitals for charity care and uninsured discounts, based on charges at established rates, for the three and nine-month periods ended September 30, 2015 and 2014:

As reflected on the table below in All Acute Care Hospitals, the provision for doubtful accounts at our acute care hospitals amounted to approximately $185 million and $129 million during the three-month periods ended September 30, 2015 and 2014, respectively, and $459 million and $460 million during the nine-month periods ended September 30, 2015 and 2014, respectively. During the three-month period ended September 30, 2015, as compared to the comparable quarter of 2014, our acute care hospitals experienced an increase in the aggregate of charity care, uninsured discounts and provision for doubtful accounts as a percentage of gross charges.

During the nine-month period ended September 30, 2015, as compared to the comparable period of 2014, our acute care hospitals experienced a decrease in the aggregate of charity care, uninsured discounts and provision for doubtful accounts as a percentage of gross charges.

The estimated costs of providing uncompensated care as reflected below were based on a calculation which multiplied the percentage of operating expenses for our acute care hospitals to gross charges for those hospitals by the above-mentioned total uncompensated care amounts. Amounts included in the provision for doubtful accounts, as mentioned above, are not included in the calculation of estimated costs of providing uncompensated care. The percentage of cost to gross charges is calculated based on the total operating expenses for our acute care facilities divided by gross patient service revenue for those facilities.

The following table summarizes the results of operations for all our acute care operations during the three and nine-month periods ended September 30, 2015 and 2014. These amounts include: (i) our acute care results on a same facility basis, as indicated above; (ii) the impact of the implementation of EHR applications at our acute care hospitals; (iii) the operating results of a commercial health insurer acquired in June of 2014 (the operating results for the periods of June through September of 2015 and 2014 are also included in the same facility basis results reflected above); (iv) the impact of provider tax assessments which increased net revenues and other operating expenses but had no impact on income before income taxes, and; (v) certain other amounts. Dollar amounts below are reflected in thousands.

	Three months ended September 30, 2015						Three months ended September 30, 2014						Nine months ended September 30, 2015						Nine months ended September 30, 2014
	Amount			% of Net Revenues			Amount			% of Net Revenues			Amount			% of Net Revenues			Amount			% of Net Revenues
Net revenues before provision for doubtful accounts	$	1,321,573					$	1,171,560					$	3,905,676					$	3,514,678
Less: Provision for doubtful accounts		185,232						128,913						458,879						460,319
Net revenues		1,136,341			100.0	%		1,042,647			100.0	%		3,446,797			100.0	%		3,054,359			100.0	%
Operating charges:
Salaries, wages and benefits		482,764			42.5	%		432,953			41.5	%		1,404,581			40.8	%		1,283,082			42.0	%
Other operating expenses		287,645			25.3	%		256,995			24.6	%		840,029			24.4	%		691,399			22.6	%
Supplies expense		194,385			17.1	%		175,234			16.8	%		576,910			16.7	%		523,808			17.1	%
Depreciation and amortization		66,408			5.8	%		64,344			6.2	%		198,638			5.8	%		187,735			6.1	%
Lease and rental expense		12,612			1.1	%		13,056			1.3	%		37,532			1.1	%		38,724			1.3	%
EHR incentive income		(356	)		(0.0	)%		(1,425	)		(0.1	)%		(1,751	)		(0.1	)%		(4,029	)		(0.1	)%
Subtotal-operating expenses		1,043,458			91.8	%		941,157			90.3	%		3,055,939			88.7	%		2,720,719			89.1	%
Income from operations		92,883			8.2	%		101,490			9.7	%		390,858			11.3	%		333,640			10.9	%
Interest expense, net		1,099			0.1	%		1,102			0.1	%		3,290			0.1	%		3,258			0.1	%
Income before income taxes	$	91,784			8.1	%	$	100,388			9.6	%	$	387,568			11.2	%	$	330,382			10.8	%

Income before income taxes decreased $9 million or 9% to $92 million during the third quarter of 2015 as compared to $100 million during the third quarter of 2014. The decrease in income before income taxes at our acute care facilities resulted from:

Income before income taxes increased $57 million or 17% to $388 million during the first nine months of 2015 as compared to $330 million during the comparable period of 2014. The increase in income before income taxes at our acute care facilities resulted from:

The following table summarizes the results of operations for our behavioral health care facilities, on a same facility basis, and is used in the discussion below for the three and nine-month periods ended September 30, 2015 and 2014. Our same facility basis results reflected on the table below also exclude from net revenues and other operating expenses, provider tax assessments incurred in each period as discussed below Sources of Revenue-Various State Medicaid Supplemental Payment Programs. The provider tax assessments had no impact on the income before income taxes as reflected on a same facility basis since the amounts offset between net revenues and other operating expenses. However, these provider tax assessments are included in net revenues and other operating expenses as reflected in the table below under All Behavioral Health Care Facilities. Dollar amounts below are reflected in thousands.

	Three months ended September 30, 2015					Three months ended September 30, 2014					Nine months ended September 30, 2015					Nine months ended September 30, 2014
	Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues
Net revenues before provision for doubtful accounts	$	1,042,749				$	997,111				$	3,144,234				$	2,985,664
Less: Provision for doubtful accounts		25,936					28,721					82,275					82,078
Net revenues		1,016,813		100.0	%		968,390		100.0	%		3,061,959		100.0	%		2,903,586		100.0	%
Operating charges:
Salaries, wages and benefits		488,809		48.1	%		468,250		48.4	%		1,462,820		47.8	%		1,408,674		48.5	%
Other operating expenses		200,828		19.8	%		186,279		19.2	%		595,574		19.5	%		548,516		18.9	%
Supplies expense		47,364		4.7	%		46,171		4.8	%		139,398		4.6	%		135,569		4.7	%
Depreciation and amortization		28,641		2.8	%		26,648		2.8	%		84,516		2.8	%		82,788		2.9	%
Lease and rental expense		10,193		1.0	%		10,284		1.1	%		29,941		1.0	%		30,637		1.1	%
Subtotal-operating expenses		775,835		76.3	%		737,632		76.2	%		2,312,249		75.5	%		2,206,184		76.0	%
Income from operations		240,978		23.7	%		230,758		23.8	%		749,710		24.5	%		697,402		24.0	%
Interest expense, net		501		0.0	%		512		0.1	%		1,033		0.0	%		1,432		0.0	%
Income before income taxes	$	240,477		23.7	%	$	230,246		23.8	%	$	748,677		24.5	%	$	695,970		24.0	%

On a same facility basis during the third quarter of 2015, as compared to the third quarter of 2014, net revenues at our behavioral health care facilities increased 5% or $48 million to $1.02 billion from $968 million. Income before income taxes increased $10 million or 4% to $240 million or 23.7% of net revenues during the three-month period ended September 30, 2015, as compared to $230 million or 23.8% of net revenues during the comparable prior year quarter.

During the three-month period ended September 30, 2015, net revenue per adjusted admission and net revenue per adjusted patient day each increased 3.1%, as compared to the comparable quarter of the prior year. On a same facility basis, inpatient admissions and adjusted admissions to our behavioral health facilities increased 1.9% and 1.6%, respectively, during the three-month period ended September 30, 2015 as compared to the comparable quarter of 2014. Patient days and adjusted patient days increased 1.9% and 1.6%, respectively, during the three-month period ended September 30, 2015 as compared to the comparable prior year quarter. The average length of inpatient stay at these facilities remained unchanged at 12.5 days during each of the three-month periods ended September 30, 2015 and 2014. The occupancy rate, based on the average available beds at these facilities, was 75% during each of the three-month periods ended September 30, 2015 and 2014.

On a same facility basis during the first nine months of 2015, as compared to the comparable period of 2014, net revenues at our behavioral health care facilities increased 6% or $158 million to $3.06 billion from $2.90 billion. Income before income taxes increased $53 million or 8% to $749 million or 24.5% of net revenues during the nine-month period ended September 30, 2015, as compared to $696 million or 24.0% of net revenues during the comparable period of the prior year.

During the nine-month period ended September 30, 2015, net revenue per adjusted admission increased 1.4% and net revenue per adjusted patient day increased 3.7%, as compared to the comparable period of the prior year. On a same facility basis, inpatient admissions and adjusted admissions to our behavioral health facilities increased 4.0% and 3.8%, respectively, during the nine-month period ended September 30, 2015 as compared to the comparable period of 2014. Patient days and adjusted patient days increased 1.7% and 1.5%, respectively, during the nine-month period ended September 30, 2015 as compared to the comparable prior year period. The average length of inpatient stay at these facilities was 12.5 days and 12.8 days during the nine-month periods ended September 30, 2015 and 2014, respectively. The occupancy rate, based on the average available beds at these facilities, was 76% during each of the nine-month periods ended September 30, 2015 and 2014.

The following table summarizes the results of operations for all our behavioral health care facilities during the three and nine-month periods ended September 30, 2015 and 2014 which includes our behavioral health results on a same facility basis, the impact of the facilities acquired or opened within the previous twelve months, and the impact of provider tax assessments which increased net revenues and other operating expenses but had no impact on income before income taxes (dollar amounts in thousands):

	Three months ended September 30, 2015					Three months ended September 30, 2014					Nine months ended September 30, 2015					Nine months ended September 30, 2014
	Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues			Amount		% of Net Revenues
Net revenues before provision for doubtful accounts	$	1,115,690				$	1,021,265				$	3,357,358				$	3,046,096
Less: Provision for doubtful accounts		26,181					28,804					84,644					82,049
Net revenues		1,089,509		100.0	%		992,461		100.0	%		3,272,714		100.0	%		2,964,047		100.0	%
Operating charges:
Salaries, wages and benefits		523,743		48.1	%		473,895		47.7	%		1,559,774		47.7	%		1,415,962		47.8	%
Other operating expenses		223,947		20.6	%		204,863		20.6	%		672,362		20.5	%		601,732		20.3	%
Supplies expense		48,610		4.5	%		46,600		4.7	%		143,524		4.4	%		136,090		4.6	%
Depreciation and amortization		31,100		2.9	%		27,321		2.8	%		91,463		2.8	%		84,298		2.8	%
Lease and rental expense		11,819		1.1	%		10,560		1.1	%		32,506		1.0	%		31,134		1.1	%
Subtotal-operating expenses		839,219		77.0	%		763,239		76.9	%		2,499,629		76.4	%		2,269,216		76.6	%
Income from operations		250,290		23.0	%		229,222		23.1	%		773,085		23.6	%		694,831		23.4	%
Interest expense, net		478		0.0	%		512		0.1	%		1,418		0.0	%		1,432		0.0	%
Income before income taxes	$	249,812		22.9	%	$	228,710		23.0	%	$	771,667		23.6	%	$	693,399		23.4	%

Income before income taxes increased $21 million or 9% to $250 million during the third quarter of 2015 as compared to $229 million during the third quarter of 2014. The increase in income before income taxes at our behavioral health care facilities resulted from:

Income before income taxes increased $78 million or 11% to $772 million during the first nine months of 2015 as compared to $693 million during the comparable period of 2014. The increase in income before income taxes at our behavioral health care facilities resulted from:

Overview: We receive payments for services rendered from private insurers, including managed care plans, the federal government under the Medicare program, state governments under their respective Medicaid programs and directly from patients.

Hospital revenues depend upon inpatient occupancy levels, the medical and ancillary services and therapy programs ordered by physicians and provided to patients, the volume of outpatient procedures and the charges or negotiated payment rates for such services. Charges and reimbursement rates for inpatient routine services vary depending on the type of services provided (e.g., medical/surgical, intensive care or behavioral health) and the geographic location of the hospital. Inpatient occupancy levels fluctuate for various reasons, many of which are beyond our control. The percentage of patient service revenue attributable to outpatient services has generally increased in recent years, primarily as a result of advances in medical technology that allow more services to be provided on an outpatient basis, as well as increased pressure from Medicare, Medicaid and private insurers to reduce hospital stays and provide services, where possible, on a less expensive outpatient basis. We believe that our experience with respect to our

increased outpatient levels mirrors the general trend occurring in the health care industry and we are unable to predict the rate of growth and resulting impact on our future revenues.

Patients are generally not responsible for any difference between customary hospital charges and amounts reimbursed for such services under Medicare, Medicaid, some private insurance plans, and managed care plans, but are responsible for services not covered by such plans, exclusions, deductibles or co-insurance features of their coverage. The amount of such exclusions, deductibles and co-insurance has generally been increasing each year. Indications from recent federal and state legislation are that this trend will continue. Collection of amounts due from individuals is typically more difficult than from governmental or business payers which unfavorably impacts the collectability of our patient accounts.

The following table shows the approximate percentages of net patient revenue for the three and nine-month periods ended September 30, 2015 and 2014 presented on: (i) a combined basis for both our acute care and behavioral health facilities; (ii) for our acute care facilities only, and; (iii) for our behavioral health facilities only. Net patient revenue is defined as revenue from all sources after deducting contractual allowances and discounts from established billing rates, which we derived from various sources of payment for the periods indicated.

Medicare: Medicare is a federal program that provides certain hospital and medical insurance benefits to persons aged 65 and over, some disabled persons and persons with end-stage renal disease. All of our acute care hospitals and many of our behavioral health centers are certified as providers of Medicare services by the appropriate governmental authorities. Amounts received under the Medicare program are generally significantly less than a hospital’s customary charges for services provided. Since a substantial portion of our revenues will come from patients under the Medicare program, our ability to operate our business successfully in the future will depend in large measure on our ability to adapt to changes in this program.

Under the Medicare program, for inpatient services, our general acute care hospitals receive reimbursement under the inpatient prospective payment system (“IPPS”). Under the IPPS, hospitals are paid a predetermined fixed payment amount for each hospital discharge. The fixed payment amount is based upon each patient’s Medicare severity diagnosis related group (“MS-DRG”). Every MS-DRG is assigned a payment rate based upon the estimated intensity of hospital resources necessary to treat the average patient with that particular diagnosis. The MS-DRG payment rates are based upon historical national average costs and do not consider the actual costs incurred by a hospital in providing care. This MS-DRG assignment also affects the predetermined capital rate paid with each MS-DRG. The MS-DRG and capital payment rates are adjusted annually by the predetermined geographic adjustment factor for the geographic region in which a particular hospital is located and are weighted based upon a statistically normal distribution of severity. While we generally will not receive payment from Medicare for inpatient services, other than the MS-DRG payment, a hospital may qualify for an “outlier” payment if a particular patient’s treatment costs are extraordinarily high and exceed a specified threshold.

MS-DRG rates are adjusted by an update factor each federal fiscal year, which begins on October 1. The index used to adjust the MS-DRG rates, known as the “hospital market basket index,” gives consideration to the inflation experienced by hospitals in purchasing goods and services. Generally, however, the percentage increases in the MS-DRG payments have been lower than the projected increase in the cost of goods and services purchased by hospitals.

In July, 2015, CMS published its IPPS 2016 final payment rule which provides for a 2.4% market basket increase to the base Medicare MS-DRG blended rate. When statutorily mandated budget neutrality factors, annual geographic wage index updates, documenting and coding adjustments and Health Care Reform mandated adjustments are considered, without consideration for the decreases related to the required Medicare Disproportionate Share Hospital (“DSH”) payment changes and decrease to the Medicare Outlier threshold, the overall increase in IPPS payments would approximate 1.1%. Including the estimated decreases to our Medicare Disproportionate Share Hospital (“DSH”) payments (approximating 1.6%), we estimate our overall decrease from the final IPPS 2016 rule (covering the period of October 1, 2015 through September 30, 2016) will approximate -0.1%. This projected impact from the IPPS 2016 final rule includes both the impact of the American Taxpayer Relief Act of 2012 documentation and coding adjustment and the required changes to the DSH payments related to the traditional Medicare fee for service, however, it excludes the impact of the sequestration reductions related to the Budget Control Act of 2011, and Bipartisan Budget Act of 2015, as discussed below.

In August, 2014, CMS published its IPPS 2015 payment rule which provides for a 2.9% market basket increase to the base Medicare MS-DRG blended rate. When statutorily mandated budget neutrality factors, annual geographic wage index updates, documenting and coding adjustments and Health Care Reform mandated adjustments are considered, without consideration for the decreases related to the required DSH payment changes and increase to the Medicare Outlier threshold, the overall increase in IPPS payments would approximate 0.6%. Including the estimated decreases to our DSH payments (–1.9%) and Medicare Outlier threshold (–0.6%), we estimate our overall decrease from the IPPS 2015 rule (covering the period of October 1, 2014 through September 30, 2015) will approximate (–1.9%), or approximately $13 million annually. This projected impact from the IPPS 2015 rule includes both the impact of the American Taxpayer Relief Act of 2012 documentation and coding adjustment and the required changes to the DSH payments related to the traditional Medicare fee for service, however, it excludes the impact of the sequestration reductions related to the Budget Control Act of 2011, as discussed below.

In August, 2013, CMS published its final IPPS 2014 payment rule which provided for a 2.5% market basket increase to the base Medicare MS-DRG blended rate. When statutorily mandated budget neutrality factors, annual geographic wage index updates, documenting and coding adjustments and Health Care Reform mandated adjustments are considered, we estimate our overall increase from the final federal fiscal year 2014 rule (covering the period of October 1, 2013 through September 30, 2014) approximated 1.0%. This projected impact from the IPPS 2014 final rule includes both the impact of the ATRA of 2012 documentation and coding adjustment and the required changes to the DSH payments related to the traditional Medicare fee for service, however, it excludes the impact of the sequestration reductions related to the Budget Control Act of 2011, as discussed below. The final rule also expands CMS’s policy under which it defines inpatient admissions to include the use of an objective time of care standard. Specifically, it would require Medicare’s external review contractors to presume that hospital inpatient admissions are reasonable and necessary when beneficiaries receive a physician order for admission and receive medically necessary services for at least two midnights (the “Two Midnight” rule). Correspondingly, under the final rule, CMS presumes that hospital services spanning less than two midnights should have been provided on an outpatient basis and paid under Medicare Part B unless the medical record contains clear documentation supporting the physician’s order and an expectation that the Medicare beneficiary would need medically necessary care for more than two midnights, or is receiving services which CMS designates as inpatient only. Our acute care hospitals have begun to comply with the Two Midnight rule and, although we are unable to determine the ultimate impact at this time, its application could have a material unfavorable impact on our future results of operations. Excluding the potential impact of the Two Midnight rule, we do not expect the final IPPS 2014 payment rule to have a material impact on our future results of operations. In April, 2015, Congress voted to extend an enforcement moratorium on the Two Midnight rule through the end of fiscal year 2015. Although the prohibition of recovery auditor patient status reviews expired on October 1, 2015, CMS will not approve recovery auditors to conduct patient status reviews for admission dates through December 31, 2015.

In October, 2015 as part of the 2016 Medicare Outpatient Prospective Payment System (“OPPS”) final rule (additional related disclosure below), CMS proposes to allow payment for one-midnight stays under the Medicare Part A benefit on a case-by case basis for rare and unusual exceptions based the presence of certain clinical factors. CMS also announced in the final rule that, effective October 1, 2015, Quality Improvement Organizations (“QIOs”) will conduct reviews of short inpatient stay reviews rather than Medicare Administrative Contractors (“MACs”). Additionally, CMS also announced that RACs resumed patient status reviews for claims with admission dates of January 1, 2016 or later, and the agency indicates that RACs will conduct these reviews focused on providers with high denial rates that are referred by the QIOs.

In August, 2011, the Budget Control Act of 2011 (the “2011 Act”) was enacted into law. Included in this law are the imposition of annual spending limits for most federal agencies and programs aimed at reducing budget deficits by $917 billion between 2012 and 2021, according to a report released by the Congressional Budget Office. Among its other provisions, the law established a bipartisan Congressional committee, known as the Joint Committee, which was responsible for developing recommendations aimed at reducing future federal budget deficits by an additional $1.5 trillion over 10 years. The Joint Committee was unable to reach an agreement by the November 23, 2011 deadline and, as a result, across-the-board cuts to discretionary, national defense and Medicare spending were implemented on March 1, 2013 resulting in Medicare payment reductions of up to 2% per fiscal year (approximately $35 million annual reduction to our Medicare net revenues effective as of April 1, 2013) with a uniform percentage reduction across all Medicare programs. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, continued the 2% reductions to Medicare reimbursement imposed under the 2011 Act.

On January 2, 2013 ATRA was enacted which, among other things, includes a requirement for CMS to recoup $11 billion from hospitals from Medicare IPPS rates during federal fiscal years 2014 to 2017. The recoupment relates to IPPS documentation and coding adjustments for the period 2008 to 2013 for which adjustments were not previously applied by CMS. Both the 2014 and 2015 IPPS final rules include a -0.8% recoupment adjustment. CMS has proposed the same 0.8% recoupment adjustment in fiscal year 2016 and expects to make similar adjustment in federal fiscal year 2017 in order to recover the entire $11 billion. This adjustment is reflected in the 2014, 2015 and 2016 IPPS estimated impact amounts noted above. On April 16, 2015, the Medicare Access and CHIP Reauthorization Act of 2015 was enacted and an anticipated 3.2% payment increase in 2018 is scheduled to be phased in at 0.5% per year over 6 years beginning in fiscal year 2018.

On January 1, 2005, CMS implemented a new Psychiatric Prospective Payment System (“Psych PPS”) for inpatient services furnished by psychiatric hospitals under the Medicare program. This system replaced the cost-based reimbursement guidelines with a per diem Psych PPS with adjustments to account for certain facility and patient characteristics. The Psych PPS also contained provisions for outlier payments and an adjustment to a psychiatric hospital’s base payment if it maintains a full-service emergency department. In August, 2012, CMS published its final Psych PPS rate notice for the federal fiscal year beginning October 1, 2012. That final notice contained a Psych PPS market basket update of 2.7%, which was reduced by 0.7% to reflect a productivity adjustment, and reduced by 0.1% to reflect an “other adjustment” required by the Social Security Act for rate years 2010 through 2019. In July, 2013, CMS released its final Psych PPS rate notice for the federal fiscal year 2014. The final notice contains a Psych PPS market basket update of 2.6% which is reduced by 0.5% to reflect a productivity adjustment, and reduced by 0.1% to reflect an “other adjustment” required by the Social Security Act.

In July, 2015, CMS published it Psych PPS final rule for the federal fiscal year 2016. Under this final rule, payments to psychiatric hospitals and units are estimated to increase by 1.7% compared to federal fiscal year 2015. This amount includes the effect of the 2.4% market basket update less a 0.2% adjustment as required by the Affordable Care Act and a 0.5% productivity adjustment. The final rule also updates the Inpatient Psychiatric Quality Reporting Program, which requires psychiatric facilities to report on quality measures or incur a reduction in their annual payment update.

On July 31, 2014, CMS published it Psych PPS final rule for the federal fiscal year 2015. Under this final rule, payments to psychiatric hospitals and units are estimated to increase by 2.1% compared to federal fiscal year 2014. This amount includes the effect of the 2.9% market basket update adjusted by the Affordable Care Act required 0.3% reduction and the -0.5% productivity adjustment. The final rule also updates the Inpatient Psychiatric Quality Reporting Program, which requires psychiatric facilities to report on quality measures or incur a reduction in their annual payment update.

In October, 2015, CMS published its OPPS final rule for 2016. The hospital market basket increase is 2.4%. The Medicare statute requires a productivity adjustment reduction of 0.5% and 0.2% reduction to the 2016 OPPS market basket. Additionally, CMS also proposes a reduction of 2.0%, which the CMS claims is necessary to eliminate $1 billion in excess laboratory payments that CMS packaged into OPPS payment rates in 2014 resulting in a 2016 OPPS market basket update at -0.3%. When other statutorily required adjustments and hospital patient service mix are considered, we estimate that our overall Medicare OPPS update for 2016 will aggregate to a net decrease of -0.2% which includes a 7.0% increase to behavioral health division partial hospitalization rates. When the behavioral health division’s partial hospitalization rate impact is excluded, we estimate that our Medicare 2016 OPPS payments will result in -1.6% decrease in payment levels for our acute care division, as compared to 2015.

In October, 2014, CMS published its Medicare Outpatient Prospective Payment System (“OPPS”) final rule for 2015. The hospital market basket increase is 2.9%. The Medicare statute requires a productivity adjustment reduction of 0.5% and 0.2% reduction to the 2015 OPPS market basket resulting in a 2015 OPPS market basket update at 2.2%. In the final rule, CMS will reduce the 2015 Medicare rates for both hospital-based and community mental health center partial hospitalization programs. When other statutorily required adjustments, hospital patient service mix and the aforementioned partial hospitalization rates are considered, we estimate that our overall Medicare OPPS for 2015 will aggregate to a net increase of 0.2%. Excluding the behavioral health division partial hospitalization rate impact, our Medicare OPPS payment increase for 2015 is estimated to be 1.5%.

Medicaid: Medicaid is a joint federal-state funded health care benefit program that is administered by the states to provide benefits to qualifying individuals who are unable to afford care. Most state Medicaid payments are made under a PPS-like system, or under programs that negotiate payment levels with individual hospitals. Amounts received under the Medicaid program are generally significantly less than a hospital’s customary charges for services provided. In addition to revenues received pursuant to the Medicare program, we receive a large portion of our revenues either directly from Medicaid programs or from managed care companies managing Medicaid. All of our acute care hospitals and most of our behavioral health centers are certified as providers of Medicaid services by the appropriate governmental authorities.

We receive Medicaid revenues in excess of $90 million annually from each of Texas, Washington, D.C., California, Nevada, Pennsylvania, Illinois, Virginia, Florida and Massachusetts, making us particularly sensitive to reductions in Medicaid and other state based revenue programs as well as regulatory, economic, environmental and competitive changes in those states.

The Affordable Care Act substantially increases the federally and state-funded Medicaid insurance program, and authorizes states to establish federally subsidized non-Medicaid health plans for low-income residents not eligible for Medicaid starting in 2014. However, the Supreme Court has struck down portions of the Affordable Care Act requiring states to expand their Medicaid programs in exchange for increased federal funding. Accordingly, there can be no assurance that states in which we operate will expand Medicaid coverage to individuals at 133% of the federal poverty level. Facilities in states not opting to expand Medicaid coverage under the Affordable Care Act may be additionally penalized by corresponding reductions to Medicaid disproportionate share hospital payments, as discussed below. We can provide no assurance that further reductions to Medicaid revenues, particularly in the above-mentioned states, will not have a material adverse effect on our future results of operations.

Hospitals that have an unusually large number of low-income patients (i.e., those with a Medicaid utilization rate of at least one standard deviation above the mean Medicaid utilization, or having a low income patient utilization rate exceeding 25%) are eligible to receive a DSH adjustment. Congress established a national limit on DSH adjustments. Although this legislation and the resulting state broad-based provider taxes have affected the payments we receive under the Medicaid program, to date the net impact has not been materially adverse.

Upon meeting certain conditions and serving a disproportionately high share of Texas’ and South Carolina’s low income patients, five of our facilities located in Texas and one facility located in South Carolina received additional reimbursement from each state’s DSH fund. The South Carolina and Texas DSH programs were renewed for each state’s 2016 DSH fiscal year (covering the period of October 1, 2015 through September 30, 2016). During the second quarter of 2015, the Texas Health and Human Services Commission (“THHSC”) finalized DSH payments for federal fiscal year 2014 which resulted in a $6 million annualized reduction in our Texas Medicaid DSH payments retroactive to October, 2013. In connection with these DSH programs, included in our financial results was an aggregate of $11 million and $13 million during the three-month periods ended September 30, 2015 and 2014, respectively, and $26 million and $38 million during the nine-month period ended September 30, 2015 and 2014, respectively. We expect reimbursements to our hospitals, pursuant to the 2016 fiscal year programs for Texas and South Carolina, to be at amounts similar to each state’s 2015 fiscal year amounts.

The Affordable Care Act and subsequent federal legislation provides for a significant reduction in Medicaid disproportionate share payments beginning in federal fiscal year 2018 (see below in Sources of Revenues and Health Care Reform-Medicaid Revisions for additional disclosure). The U.S. Department of Health and Human Services is to determine the amount of Medicaid DSH payment

cuts imposed on each state based on a defined methodology. As Medicaid DSH payments to states will be cut, consequently, payments to Medicaid-participating providers, including our hospitals in Texas and South Carolina, will likely be reduced in the coming years. We are unable to estimate the impact of this federally required reduction at this time.

We incur health-care related taxes (“Provider Taxes”) imposed by states in the form of a licensing fee, assessment or other mandatory payment which are related to: (i) healthcare items or services; (ii) the provision of, or the authority to provide, the health care items or services, or; (iii) the payment for the health care items or services. Such Provider Taxes are subject to various federal regulations that limit the scope and amount of the taxes that can be levied by states in order to secure federal matching funds as part of their respective state Medicaid programs. We derive a related Medicaid reimbursement benefit from assessed Provider Taxes in the form of Medicaid claims based payment increases and/or lump sum Medicaid supplemental payments.

Certain of our acute care hospitals located in various counties of Texas (Hidalgo, Maverick, Potter and Webb) participate in Medicaid supplemental payment Section 1115 Waiver indigent care programs. Section 1115 Waiver Uncompensated Care (“UC”) payments replace the former Upper Payment Limit (“UPL”) payments. These hospitals also have affiliation agreements with third-party hospitals to provide free hospital and physician care to qualifying indigent residents of these counties. Our hospitals receive both supplemental payments from the Medicaid program and indigent care payments from third-party, affiliated hospitals. The supplemental payments are contingent on the county or hospital district making an Inter-Governmental Transfer (“IGT”) to the state Medicaid program while the indigent care payment is contingent on a transfer of funds from the applicable affiliated hospitals. However, the county or hospital district is prohibited from entering into an agreement to condition any IGT on the amount of any private hospital’s indigent care obligation. During the second quarter of 2015, THHSC finalized the UC for federal fiscal year 2014 which resulted in an annualized $3 million increase in UC payments retroactive to October 1, 2013. We recorded net revenues/benefit from UC and affiliated hospital indigent care revenues of $14 million (net of Provider Taxes of $2 million) and $16 million (net of Provider Taxes of $3 million) during the three-month periods ended September 30, 2015 and 2014, respectively, and $48 million (net of Provider Taxes of $5 million) and $54 million (net of Provider Taxes of $14 million) during the nine-month periods ended September 30, 2015 and 2014, respectively. Included in the UC and affiliated hospital indigent care revenues for the nine-month periods ended September 30, 2014 was approximately $9 million (net of Provider Taxes) applicable to the period of April 1, 2013 through June 30, 2014. If the applicable hospital district or county makes IGTs consistent with 2014 levels, we believe we would be entitled to aggregate net revenues/benefit earned pursuant to these programs of approximately $15 million during the remaining three months of 2015 (net of Provider Taxes of $6 million). In April, 2015, THHSC published a final rule that would shift $136 million in funding from the private hospital UC pool to the large public hospital UC pool for the 2014 UC program year only. The impact from this final rule is incorporated into 2014 and 2015 UC amounts, as mentioned above.

On September 30, 2014, CMS notified the Texas Health and Human Services Commission that it was deferring the federal matching funds (approximately $75 million) on Texas Medicaid UC payments made to providers in certain counties. A deferral results in CMS withholding funds from the state representing the federal portion of Medicaid payments the state has previously made to providers. A deferral goes into effect when CMS questions the basis for all or part of the amount of Medicaid payments made to certain providers, and remains in place subject to CMS’s final determination. Our Texas hospitals are not located in the geographic areas impacted by this deferral. On January 7, 2015, CMS removed the aforementioned deferral but indicated they will continue their review and assessment of the underlying UC financing arrangements as to ensure their compliance with the applicable federal regulations and eligibility for federal matching dollars. In May, 2015, THHSC was informed by CMS that current private-hospital funding arrangements can continue for waiver-payment dates through August, 2017, without risk of disallowance of federal matching funds on the same grounds questioned in last year’s deferral.

For state fiscal year 2015, Texas Medicaid will continue to operate under a CMS-approved Section 1115 five-year Medicaid waiver demonstration program. During the first five years of this program that started in state fiscal year 2012, the THHSC transitioned away from UPL payments to new waiver incentive payment programs, UC payments and Delivery System Reform Incentive Payments (“DSRIP”). During the first year of transition, which commenced on October 1, 2011, THHSC made payments to Medicaid UPL recipient providers that received payments during the state’s prior fiscal year. During demonstration years two through five
(October 1, 2012 through September 30, 2016), THHSC has, and will continue to, make incentive payments under the program after

certain qualifying criteria are met by hospitals. Supplemental payments are also subject to aggregate statewide caps based on CMS approved Medicaid waiver amounts.

In addition, the Texas Medicaid Section 1115 Waiver includes a DSRIP pool to incentivize hospitals and other providers to transform their service delivery practices to improve quality, health status, patient experience, coordination, and cost-effectiveness. DSRIP pool payments are incentive payments to hospitals and other providers that develop programs or strategies to enhance access to health care, increase the quality of care, the cost-effectiveness of care provided and the health of the patients and families served. In May, 2014, CMS formally approved specific DSRIP projects for certain of our hospitals for demonstration years 3 to 5 (our facilities did not materially participate in the DSRIP pool during demonstration years 1 or 2). DSRIP payments are contingent on the hospital meeting certain pre-determined milestones, metrics and clinical outcomes. Additionally, DSRIP payments are contingent on a governmental entity providing an IGT for the non-federal share component of the DSRIP payment. THHSC generally approves DSRIP reported metrics, milestones and clinical outcomes on a semi-annual basis in June and December. We recorded net DSRIP revenues/benefit of approximately $10 million during the nine-month period ended September 30, 2015 (net of Provider Taxes of $6 million) and approximately $6 million during the nine-month periods ended September 30, 2014 (net of Provider Taxes of $3 million). In connection with the DSRIP program and THHSC’s approval for specific programs at certain of our hospitals and availability of a governmental IGT, we recorded approximately $17 million of net revenues/benefit during 2014 applicable to the period of October 1, 2013 through September 30, 2014, net of Provider Taxes of $8 million (amounts recorded during the second and fourth quarters of 2014). Although we can provide no assurance that we will ultimately qualify for additional DSRIP revenues, subject to CMS’s approval and other conditions as outlined above, we estimate that we may be entitled to additional DSRIP net revenues/benefit of approximately $18 million (net of Provider Taxes of $9 million) during the remaining three months of 2015.

In Nevada, CMS approved a state plan amendment (“SPA”) in August, 2014 that implemented a hospital supplemental payment program retroactive to January 1, 2014 and effective to June 30, 2015. In September, 2015, CMS also approved the successor supplemental payment program retroactive to July 1, 2015 to June 30, 2016. Included in our results of operations were approximately $3 million and $7 million of net revenues earned during the three and nine-month periods ended September 30, 2015, respectively, in connection with this program. We estimate that our reimbursements pursuant to these programs will approximate $3 million during the remaining three months of 2015.

Including the impact of the programs in various states applicable to each year, and excluding the impact of various programs in Texas and the Nevada SPA, as discussed above, we earned an aggregate net revenues/benefit from Medicaid supplemental payments of approximately $19 million (net of Provider Taxes of $27 million) and $16 million (net of Provider Taxes of $18 million) during the three-month periods ended September 30, 2015 and 2014, respectively, and approximately $66 million (net of Provider Taxes of $85 million) and $50 million (net of Provider Taxes of $54 million) during the nine-month periods ended September 30, 2015 and 2014, respectively. We estimate that our aggregate net revenues/benefit from Provider Tax programs will approximate $17 million (net of Provider Taxes of $32 million) during the remaining three months of 2015. These amounts include the impact of the CMS approved California Provider Tax and related Medicaid supplemental payment programs, which did not have a material impact on our operating results. The aggregate net benefit is earned from multiple states and therefore no particular state’s portion is individually material to our consolidated financial statements. However, Provider Taxes are governed by both federal and state laws and are subject to future legislative changes that, if reduced from current rates in several states, could have a material adverse impact on our consolidated future results of operations.

As outlined above, we receive substantial reimbursement from multiple states in connection with various supplemental Medicaid payment programs. Failure to renew these programs beyond their scheduled termination dates, failure of the public hospitals to provide the necessary IGTs for the states’ share of the DSH programs, failure of our hospitals that currently receive supplemental Medicaid revenues to qualify for future funds under these programs, or reductions in reimbursements, could have a material adverse effect on our future results of operations.

HITECH Act: In July 2010, the Department of Health and Human Services (“HHS”) published final regulations implementing the health information technology (“HIT”) provisions of the American Recovery and Reinvestment Act (referred to as the “HITECH Act”). The final regulation defines the “meaningful use” of Electronic Health Records (“EHR”) and establishes the requirements for the Medicare and Medicaid EHR payment incentive programs. The final rule established an initial set of standards and certification criteria. The implementation period for these new Medicare and Medicaid incentive payments started in federal fiscal year 2011 and can end as late as 2016 for Medicare and 2021 for the state Medicaid programs. State Medicaid program participation in this federally funded incentive program is voluntary but all of the states in which our eligible hospitals operate have chosen to participate. Our acute care hospitals may qualify for these EHR incentive payments upon implementation of the EHR application assuming they meet the “meaningful use” criteria. The government’s ultimate goal is to promote more effective (quality) and efficient healthcare delivery through the use of technology to reduce the total cost of healthcare for all Americans and utilizing the cost savings to expand access to the healthcare system.

Pursuant to HITECH Act regulations, hospitals that do not qualify as a meaningful user of EHR by 2015 are subject to a reduced market basket update to the IPPS standardized amount in 2015 and each subsequent fiscal year. We believe that all of our acute care hospitals have met the applicable meaningful use criteria and therefore are not subject to a reduced market basked update to the IPPS standardized amount in federal fiscal year 2015. However, under the HITECH Act, hospitals must continue to meet the applicable meaningful use criteria in each fiscal year or they will be subject to a market basket update reduction in a subsequent fiscal year. Failure of our acute care hospitals to continue to meet the applicable meaningful use criteria would have an adverse effect on our future net revenues and results of operations.

Our consolidated results of operations during the three-month periods ended September 30, 2015 and 2014 include the unfavorable pre-tax impact of approximately $8 million and $7 million, respectively, related primarily to the depreciation and amortization expense incurred in connection with the implementation of electronic health records applications (“EHR”) at our acute care hospitals (net of amounts attributable to noncontrolling interests and incentive income of less than $1 million and $1 million during the three-month periods ended September 30, 2015 and 2014, respectively). Our consolidated results of operations during the nine-month periods ended September 30, 2015 and 2014 include the unfavorable pre-tax impact of approximately $23 million and $21 million, respectively, related primarily to the depreciation and amortization expense incurred in connection with the implementation of electronic health records applications (“EHR”) at our acute care hospitals (net of amounts attributable to noncontrolling interests and incentive income of $2 million and $4 million during the nine-month periods ended September 30, 2015 and 2014, respectively).

Federal regulations require that Medicare EHR incentive payments be computed based on the Medicare cost report that begins in the federal fiscal period in which a hospital meets the applicable “meaningful use” requirements. Since the annual Medicare cost report periods for each of our acute care hospitals ends on December 31^st , we will recognize Medicare EHR incentive income for each hospital during the fourth quarter of the year in which the facility meets the “meaningful use” criteria and during the fourth quarter of each applicable subsequent year.

Managed Care: A significant portion of our net patient revenues are generated from managed care companies, which include health maintenance organizations, preferred provider organizations and managed Medicare (referred to as Medicare Part C or Medicare Advantage) and Medicaid programs. In general, we expect the percentage of our business from managed care programs to continue to grow. The consequent growth in managed care networks and the resulting impact of these networks on the operating results of our facilities vary among the markets in which we operate. Typically, we receive lower payments per patient from managed care payors than we do from traditional indemnity insurers, however, during the past few years we have secured price increases from many of our commercial payors including managed care companies.

Commercial Insurance: Our hospitals also provide services to individuals covered by private health care insurance. Private insurance carriers typically make direct payments to hospitals or, in some cases, reimburse their policy holders, based upon the particular hospital’s established charges and the particular coverage provided in the insurance policy. Private insurance reimbursement varies among payors and states and is generally based on contracts negotiated between the hospital and the payor.

Commercial insurers are continuing efforts to limit the payments for hospital services by adopting discounted payment mechanisms, including predetermined payment or DRG-based payment systems, for more inpatient and outpatient services. To the extent that such efforts are successful and reduce the insurers’ reimbursement to hospitals and the costs of providing services to their beneficiaries, such reduced levels of reimbursement may have a negative impact on the operating results of our hospitals.

Other Sources: Our hospitals provide services to individuals that do not have any form of health care coverage. Such patients are evaluated, at the time of service or shortly thereafter, for their ability to pay based upon federal and state poverty guidelines, qualifications for Medicaid or other state assistance programs, as well as our local hospitals’ indigent and charity care policy. Patients without health care coverage who do not qualify for Medicaid or indigent care write-offs are offered substantial discounts in an effort to settle their outstanding account balances.

Sources of Revenues and Health Care Reform: Given increasing budget deficits, the federal government and many states are currently considering additional ways to limit increases in levels of Medicare and Medicaid funding, which could also adversely affect future payments received by our hospitals. In addition, the uncertainty and fiscal pressures placed upon the federal government as a result of, among other things, economic recovery stimulus packages, responses to natural disasters, and the federal budget deficit in general may affect the availability of federal funds to provide additional relief in the future. We are unable to predict the effect of future policy changes on our operations.

In March, 2010, the Health Care and Education Reconciliation Act of 2010 (H.R. 4872, P.L. 111-152), (the “Reconciliation Act”) and the Patient Protection and Affordable Care Act (P.L. 111-148), (the “Affordable Care Act”), were enacted into law and created significant changes to health insurance coverage for U.S. citizens as well as material revisions to the federal Medicare and state Medicaid programs. Medicare, Medicaid and other health care industry changes which are scheduled to be implemented at various times during this decade are noted below.

The Affordable Care Act seeks to increase competition among private health insurers by providing for transparent federal and state insurance exchanges. The Affordable Care Act also prohibits private insurers from adjusting insurance premiums based on health status, gender, or other specified factors. We cannot provide assurance that these provisions will not adversely affect the ability of private insurers to pay for services provided to insured patients, or that these changes will not have a negative material impact on our results of operations going forward.

There is a trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs include both public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by facilities. Governmental programs including Medicare and Medicaid currently require hospitals to report certain quality data to receive full reimbursement updates. In addition, Medicare does not reimburse for care related to certain preventable adverse events. Many large commercial payers currently require hospitals to report quality data, and several commercial payers do not reimburse hospitals for certain preventable adverse events.

The Affordable Care Act contains a number of provisions intended to promote value-based purchasing. The Affordable Care Act prohibits the use of federal funds under the Medicaid program to reimburse providers for medical assistance provided to treat hospital acquired conditions (“HAC”). Beginning in FFY 2015, hospitals that fall into the top 25% of national risk-adjusted HAC rates for all hospitals in the previous year will receive a 1% reduction in their total Medicare payments. Additionally, hospitals with excessive readmissions for conditions designated by HHS will receive reduced payments for all inpatient discharges, not just discharges relating to the conditions subject to the excessive readmission standard.

The Affordable Care Act also required HHS to implement a value-based purchasing program for inpatient hospital services which became effective on October 1, 2012. The Affordable Care Act requires HHS to reduce inpatient hospital payments for all discharges by a percentage beginning at 1% in FFY 2013 and increasing by 0.25% each fiscal year up to 2% in FFY 2017 and subsequent years. HHS will pool the amount collected from these reductions to fund payments to reward hospitals that meet or exceed certain quality performance standards established by HHS. HHS will determine the amount each hospital that meets or exceeds the quality performance standards will receive from the pool of dollars created by these payment reductions. In its fiscal year 2016 IPPS final rule, CMS will fund the value-based purchasing program by reducing base operating DRG payment amounts to participating hospitals by 1.75%.

In the Affordable Care Act, Congress also mandated implementation of the hospital readmission reduction program (“HRRP”). The HRRP assesses penalties on hospitals having excess readmission rates when compared to expected rates, effective for discharges beginning October 1, 2012. In the fiscal year 2013 IPPS final rule, CMS finalized certain policies with regard to payment under the

HRRP, including which hospitals are subject to the HRRP, the methodology to calculate the hospital readmission payment adjustment factor, and what portion of the IPPS payment is used to calculate the readmission adjustment factor. In the fiscal year 2014 IPPS final rule, CMS finalized revisions to the three 30-day admission measures in the program—heart failure, myocardial infarction, and pneumonia—to exclude planned readmissions. Under the Affordable Care Act, beginning in fiscal year 2015, the maximum reduction in payments under the HRRP will increase from 2% to 3%. CMS will expand the program and add two readmission measures, one, acute exacerbation of chronic obstructive pulmonary disease (COPD) and, two, patients admitted for elective total hip arthroplasty (THA) and total knee arthroplasty (TKA). In the fiscal year 2015 IPPS final rule, CMS added readmissions for coronary artery bypass graft (CABG) surgical procedures beginning in fiscal year 2017. We do not believe impact of HRRP for federal fiscal year 2015 had or will have a material adverse effect on our results of operations.

The Affordable Care Act requires HHS to establish a Medicare Shared Savings Program that promotes accountability and coordination of care through the creation of accountable care organizations (“ACOs”). The ACO program allows providers (including hospitals), physicians and other designated professionals and suppliers to voluntarily work together to invest in infrastructure and redesign delivery processes to achieve high quality and efficient delivery of services. The program is intended to produce savings as a result of improved quality and operational efficiency. ACOs that achieve quality performance standards established by HHS will be eligible to share in a portion of the amounts saved by the Medicare program.

In addition to statutory and regulatory changes to the Medicare and each of the state Medicaid programs, our operations and reimbursement may be affected by administrative rulings, new or novel interpretations and determinations of existing laws and regulations, post-payment audits, requirements for utilization review and new governmental funding restrictions, all of which may materially increase or decrease program payments as well as affect the cost of providing services and the timing of payments to our facilities. The final determination of amounts we receive under the Medicare and Medicaid programs often takes many years, because of audits by the program representatives, providers’ rights of appeal and the application of numerous technical reimbursement provisions. We believe that we have made adequate provisions for such potential adjustments. Nevertheless, until final adjustments are made, certain issues remain unresolved and previously determined allowances could become either inadequate or more than ultimately required.

Finally, we expect continued third-party efforts to aggressively manage reimbursement levels and cost controls. Reductions in reimbursement amounts received from third-party payors could have a material adverse effect on our financial position and our results of operations.

As reflected on the schedule below, interest expense was $27 million and $32 million during the three-month periods ended September 30, 2015 and 2014, respectively, and $85 million and $102 million during the nine-month periods ended September 30, 2015 and 2014, respectively (amounts in thousands):

	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Revolving credit & demand notes (a.)	$	554		$	641		$	1,872		$	1,750
$400 million, 7.125% Senior Notes due 2016		7,124			7,124			21,372			21,372
$250 million, 7.00% Senior Notes due 2018(b.)		0			1,458			0			10,208
$300 million, 3.75% Senior Notes due 2019(c.)		2,813			1,688			8,438			1,688
$300 million, 4.75% Senior Notes due 2022(c.)		3,562			2,137			10,687			2,137
Term loan facility A/new 8/2014 (a.)		7,539			4,813			22,586			4,813
Term loan facility A/original (a.)		0			1,622			0			9,769
Term loan facility B/B-1 (a.)		0			1,358			0			8,009
Term loan facility A2 (a.)		0			1,474			0			8,747
Accounts receivable securitization program (d.)		646			624			2,175			1,643
Subtotal-revolving credit, demand notes, Senior Notes, term loan facilities and accounts receivable securitization program		22,238			22,939			67,130			70,136
Interest rate swap expense, net		1,642			4,840			7,822			14,338
Amortization of financing fees		1,761			3,161			5,282			13,635
Other combined interest expense		1,549			1,634			4,728			4,755
Capitalized interest on major projects		(55	)		0			(96	)		0
Interest income		(5	)		(441	)		(15	)		(451	)
Interest expense, net	$	27,130		$	32,133		$	84,851		$	102,413

Interest expense decreased $5 million during the three-month period ended September 30, 2015, as compared to the comparable quarter of 2014. The decrease was due primarily to: (i) a $1 million decrease in aggregate interest expense on our revolving credit and demand notes, Senior Notes, term loan facilities and accounts receivable securitization program primarily due to a decrease in the average outstanding borrowings and the average cost of borrowings; (ii) a $3 million decrease in interest rate swap expense, resulting primarily from the May, 2015, maturity of our previously outstanding interest rate swaps, and; (iii) a $1 million decrease in amortization of financing fees, resulting primarily from the write-off of certain deferred financing costs and original issue discounts in connection with the various financing transactions that occurred during the third quarter of 2014, as discussed above.

Interest expense decreased $18 million during the nine-month period ended September 30, 2015, as compared to the comparable period of 2014. The decrease was due primarily to: (i) a $3 million decrease in aggregate interest expense on our revolving credit and demand notes, Senior Notes, term loan facilities and accounts receivable securitization program primarily due to a decrease in the average outstanding borrowings and the average cost of borrowings; (ii) a $7 million decrease in interest rate swap expense, resulting primarily from the May, 2015, maturity of our previously outstanding interest rate swaps, and; (iii) a $8 million decrease in amortization of financing fees, resulting primarily from the write-off of certain deferred financing costs and original issue discounts in connection with the various financing transactions that occurred during the third quarter of 2014, as discussed above.

The effective tax rates, as calculated by dividing the provision for income taxes by income before income taxes, were as follows for the three and nine-month periods ended September 30, 2015 and 2014 (dollar amounts in thousands):

Outside owners hold various noncontrolling, minority ownership interests in seven of our acute care facilities (excluding a new acute care hospital located in Henderson, Nevada which is currently under construction) and one behavioral health care facility. Each of these facilities are owned and operated by limited liability companies (“LLC”) or limited partnerships (“LP”). As a result, since there is no income tax liability incurred at the LLC/LP level (since it passes through to the members/partners), the net income attributable to noncontrolling interests does not include any income tax provision/benefit. When computing the provision for income taxes, as reflected on our consolidated statements of income, the net income attributable to noncontrolling interests is deducted from income before income taxes since it represents the third-party members’/partners’ share of the income generated by the joint-venture entities. In addition to providing the effective tax rates, as indicated above (as calculated from dividing the provision for income taxes by the income before income taxes as reflected on the consolidated statements of income), we believe it is helpful to our investors that we also provide our effective tax rate as calculated after giving effect to the portion of our pre-tax income that is attributable to the third-party members/partners.

The effective tax rates, as calculated by dividing the provision for income taxes by the difference in income before income taxes, minus net income attributable to noncontrolling interests, were as follows for each of the three and nine-month periods ended September 30, 2015 and 2014 (dollar amounts in thousands):

The decrease in the effective tax rate during the three and nine-month periods ended September 30, 2015, as compared to the comparable prior year periods, was due primarily to lower effective income tax rates applicable to the income generated during the first nine months of 2015 at the behavioral health care facilities located in the United Kingdom that were acquired since the third quarter of 2014.

Net cash provided by operating activities was $796 million during the nine-month period ended September 30, 2015 and $690 million during the comparable period of 2014. The net increase of $107 million was primarily attributable to the following:

Days sales outstanding (“DSO”): Our DSO are calculated by dividing our net revenue by the number of days in the nine-month periods. The result is divided into the accounts receivable balance at September 30^th of each year to obtain the DSO. Our DSO were 54 days at September 30, 2015 and 56 days at September 30, 2014.

Our accounts receivable as of September 30, 2015 and December 31, 2014 include amounts due from Illinois of approximately $24 million and $44 million, respectively. Collection of the outstanding receivable continues to be delayed due to state budgetary and funding pressures. Approximately $8 million as of September 30, 2015 and $23 million as of December 31, 2014, of the receivables due from Illinois were outstanding in excess of 60 days, as of each respective date. In addition, our accounts receivable as of September 30, 2015 and December 31, 2014 includes approximately $83 million and $102 million, respectively, due from Texas in connection with Medicaid supplemental payment programs. The $83 million due from Texas as of September 30, 2015 consists of $63 million related to uncompensated care program revenues ($31 million of which was subsequently received in October, 2015) and $20 million related to Delivery Service Reform Incentive Payment program revenues. Although the accounts receivable due from Illinois and Texas could remain outstanding for the foreseeable future, since we expect to eventually collect all amounts due to us, no related reserves have been established in our consolidated financial statements. However, we can provide no assurance that we will eventually collect all amounts due to us from Illinois and/or Texas. Failure to ultimately collect all outstanding amounts due from these states would have an adverse impact on our future consolidated results of operations and cash flows.

The $450 million of net cash used in investing activities during the first nine months of 2015 consisted of:

In addition, in October, 2015, we completed the acquisition of Foundations Recovery Network, LLC (“Foundations”) for a purchase price of approximately $350 million. Through this acquisition, we have added 4 inpatient facilities consisting of 322 beds as well as 8 outpatient centers. There are also over 140 expansion beds in progress. Foundations is focused on treating adults with co-occurring addiction and mental health disorders through an evidence-based, integrated treatment model in residential and outpatient settings.

The $708 million of net cash used in investing activities during the first nine months of 2014 consisted of:

During the first nine months of 2015, we used $339 million of net cash in financing activities as follows:

During the first nine months of 2014, we generated $41 million of net cash from financing activities as follows:

During the remaining three months of 2015, we expect to spend approximately $100 million to $130 million on capital expenditures. We believe that our capital expenditure program is adequate to expand, improve and equip our existing hospitals. We expect to finance all capital expenditures and acquisitions with internally generated funds and/or additional funds, as discussed below.

During the third quarter of 2014, we completed the following financing transactions:

Our total debt as a percentage of total capitalization was 43% at September 30, 2015 and 47% at December 31, 2014.

We expect to finance all capital expenditures and acquisitions, pay dividends and potentially repurchase shares of our common stock utilizing internally generated and additional funds. Additional funds may be obtained through: (i) the issuance of equity; (ii) borrowings under our existing revolving credit facility or through refinancing the existing revolving credit agreement, and/or; (iii) the issuance of other long-term debt. We believe that our operating cash flows, cash and cash equivalents, available borrowing capacity under our $800 million revolving credit facility and $360 million accounts receivable securitization program, as well as access to the capital markets, provide us with sufficient capital resources to fund our operating, investing and financing requirements for the next twelve months. However, in the event we need to access the capital markets or other sources of financing, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable time. Our inability to obtain financing on terms acceptable to us could have a material unfavorable impact on our results of operations, financial condition and liquidity.

During the three months ended September 30, 2015, there have been no material changes in the off-balance sheet arrangements consisting of operating leases and standby letters of credit and surety bonds. Reference is made to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Off-Balance Sheet Arrangements, in our Annual Report on Form 10-K for the year ended December 31, 2014.

We have various obligations under operating leases or master leases for real property and under operating leases for equipment. The real property master leases are leases for buildings on or near hospital property for which we guarantee a certain level of rental

income. We sublease space in these buildings and any amounts received from these subleases are offset against the expense. In addition, we lease three acute care hospitals from Universal Health Realty Income Trust (the “Trust”) with terms scheduled to expire in 2016. These leases contain up to three, 5-year renewal options. We also lease two free-standing emergency departments and space in certain medical office buildings which are owned by the Trust.

Reference is made to Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2014.

As disclosed in Note 4 to the Condensed Consolidated Financial Statements (Long-term debt and cash flow hedges), seven interest rate swaps on a total notional amount of $825 million matured in May, 2015. Four of these swaps, with a total notional amount of $600 million, became effective in December, 2011 and provided that we receive three-month LIBOR while the average fixed rate payable was 2.38%. The remaining three swaps, with a total notional amount of $225 million, became effective in March, 2011 and provided that we receive three-month LIBOR while the average fixed rate payable was 1.91%.

As of September 30, 2015, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we performed an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures are effective to ensure that material information is recorded, processed, summarized and reported by management on a timely basis in order to comply with our disclosure obligations under the 1934 Act and the SEC rules thereunder.

There have been no changes in our internal control over financial reporting or in other factors during the third quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

received a subpoena in December, 2012 from the Attorney General of the Commonwealth of Virginia requesting various documents from July, 2006 to the date of the subpoena, and; (iii) The Meadows Psychiatric Center received a subpoena from the OIG in February, 2013 requesting certain documents from 2008 to the date of the subpoena. Unrelated to these matters, the Keys of Carolina was closed and the real property was sold in January, 2013. We were advised that a qui tam action had been filed against Roxbury Treatment Center but the government declined to intervene and the case was dismissed.

In June, 2013, the OIG served a subpoena on Coastal Harbor Health System in Savannah, Georgia requesting documents from January, 2009 to the date of the subpoena.

In December 2014, the DOJ Civil Division requested that Salt Lake Behavioral Health produce documents responsive to the original subpoenas issued in February, 2013.

In March, 2015, the OIG issued subpoenas to Central Florida Behavioral Hospital and University Behavioral Center requesting certain documents from January, 2008 to the date of the subpoena.

appeal of the decision of the trial court. During this time, Timberlawn has remained open. Although the operating results of Timberlawn did not have a material impact on our consolidated results of operations or financial condition for the nine-month period ended September 30, 2015 or the year ended December 31, 2014, the termination of Timberlawn’s provider agreement has had a material adverse effect on the facility’s results of operations and financial condition.

Various states have also adopted similar statutes. When such a claim is filed, the government will investigate the matter and decide if they are going to intervene in the pending case. These qui tam lawsuits are placed under seal by the court to comply with the False Claims Act’s requirements. If the government chooses not to intervene, the private individual(s) can proceed independently on behalf of the government. Health care providers that are found to violate the False Claims Act may be subject to substantial monetary fines/penalties as well as face potential exclusion from participating in government health care programs or be required to comply with Corporate Integrity Agreements as a condition of a settlement of a False Claim Act matter. In September 2014, the Criminal Division of the DOJ, announced that all qui tam cases will be shared with their Division to determine if a parallel criminal investigation should be opened. The DOJ has also announced an intention to pursue civil and criminal actions against individuals within a company as well as the corporate entity or entities. In addition, health care facilities are subject to monitoring by state and federal surveyors to ensure compliance with program Conditions of Participation. In the event a facility is found to be out of compliance with a Condition of Participation and unable to remedy the alleged deficiency(s), the facility faces termination from the Medicare and Medicaid programs or compliance with a System Improvement Agreement to remedy deficiencies and ensure compliance.

Our Annual Report on Form 10-K for the year ended December 31, 2014 includes a listing of risk factors to be considered by investors in our securities. There have been no material changes in our risk factors from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2014.

In various prior years, our Board of Directors approved stock repurchase programs authorizing us to purchase shares of our outstanding Class B Common Stock on the open market at prevailing market prices or in negotiated transactions off the market. During July, 2014, our Board of Directors authorized a new 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 or in negotiated private transactions. There is no expiration date for our stock repurchase program. Upon approval of the new stock repurchase program, our previously announced stock repurchase program was cancelled. As reflected below, during the three-month period ended September 30, 2015, 543,380 shares ($72.0 million in the aggregate) were repurchased pursuant to the terms of our stock repurchase program and 6,134 shares were repurchased in connection with income tax withholding obligations resulting from the exercise of stock options.

During the period of July 1, 2015 through September 30, 2015, we repurchased the following shares:

	Additional Dollars Authorized For Repurchase (in thousands)		Total number of shares purchased		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)		Maximum number of shares that may yet be purchased under the program		Maximum number of dollars that may yet be purchased under the program (in thousands)
July, 2015		—		1,221		—	N/A		—	N/A		N/A			—	$	305,614
August, 2015		—		97,936		—	N/A		95,380		134.41	$	12,820		—	$	292,794
September, 2015		—		450,357		—	N/A		448,000		132.04		59,156		—	$	233,638
Total July through September		—		549,514		—	N/A		543,380	$	132.46	$	71,976

During the quarter ended September 30, 2015, we declared and paid dividends of $.10 per share.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

Class A		6,595,308
Class B		91,189,549
Class C		663,940
Class D		23,742

		PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statements of Income—Three and Nine Months Ended September 30, 2015 and 2014		3

Condensed Consolidated Statements of Comprehensive Income—Three and Nine Months Ended September 30, 2015 and 2014		4

Condensed Consolidated Balance Sheets—September 30, 2015 and December 31, 2014		5

Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2015 and 2014		6

Notes to Condensed Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		33

Item 3. Quantitative and Qualitative Disclosures About Market Risk		60

Item 4. Controls and Procedures		60

PART II. Other Information

Item 1. Legal Proceedings		60

Item 1A. Risk Factors		63

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		63

Item 6. Exhibits		65

Signatures		66

EXHIBIT INDEX		67

Hospital Name	Annual Minimum Rent		End of Lease Term	Renewal Term (years)
McAllen Medical Center	$	5,485,000	December, 2016	15(a)
Wellington Regional Medical Center	$	3,030,000	December, 2016	15(b)
Southwest Healthcare System, Inland Valley Campus	$	2,648,000	December, 2016	15(b)

	Three months ended September 30, 2015
	Acute Care Hospital Services			Behavioral Health Services			Other			Total Consolidated
	(Amounts in thousands)
Gross inpatient revenues	$	4,115,598		$	1,876,896		$	-		$	5,992,494
Gross outpatient revenues	$	2,444,456		$	202,333		$	-		$	2,646,789
Total net revenues	$	1,136,341		$	1,089,509		$	1,805		$	2,227,655
Income/(loss) before allocation of corporate overhead and income taxes	$	91,784		$	249,812		$	(93,569	)	$	248,027
Allocation of corporate overhead	$	(49,426	)	$	(29,526	)	$	78,952		$	0
Income/(loss) after allocation of corporate overhead and before income taxes	$	42,358		$	220,286		$	(14,617	)	$	248,027
Total assets as of September 30, 2015	$	3,391,193		$	5,458,647		$	357,038		$	9,206,878

	Nine months ended September 30, 2015
	Acute Care Hospital Services			Behavioral Health Services			Other			Total Consolidated
	(Amounts in thousands)
Gross inpatient revenues	$	12,633,298		$	5,565,391		$	-		$	18,198,689
Gross outpatient revenues	$	7,132,212		$	623,915		$	16,111		$	7,772,238
Total net revenues	$	3,446,797		$	3,272,714		$	8,701		$	6,728,212
Income/(loss) before allocation of corporate overhead and income taxes	$	387,568		$	771,667		$	(306,483	)	$	852,752
Allocation of corporate overhead	$	(148,274	)	$	(88,913	)	$	237,187		$	0
Income/(loss) after allocation of corporate overhead and before income taxes	$	239,294		$	682,754		$	(69,296	)	$	852,752
Total assets as of September 30, 2015	$	3,391,193		$	5,458,647		$	357,038		$	9,206,878

	Three months ended September 30, 2014
	Acute Care Hospital Services			Behavioral Health Services			Other			Total Consolidated
	(Amounts in thousands)
Gross inpatient revenues	$	3,616,647		$	1,678,222		$	-		$	5,294,869
Gross outpatient revenues	$	2,058,148		$	192,032		$	8,972		$	2,259,152
Total net revenues	$	1,042,647		$	992,461		$	3,609		$	2,038,717
Income/(loss) before allocation of corporate overhead and income taxes	$	100,388		$	228,710		$	(184,620	)	$	144,478
Allocation of corporate overhead	$	(44,698	)	$	(24,750	)	$	69,448		$	0
Income/(loss) after allocation of corporate overhead and before income taxes	$	55,690		$	203,960		$	(115,172	)	$	144,478
Total assets as of September 30, 2014	$	3,321,166		$	5,429,453		$	210,973		$	8,961,592

	Nine months ended September 30, 2014
	Acute Care Hospital Services			Behavioral Health Services			Other			Total Consolidated
	(Amounts in thousands)
Gross inpatient revenues	$	11,217,320		$	4,973,633		$	-		$	16,190,953
Gross outpatient revenues	$	6,083,715		$	580,627		$	25,821		$	6,690,163
Total net revenues	$	3,054,359		$	2,964,047		$	10,391		$	6,028,797
Income/(loss) before allocation of corporate overhead and income taxes	$	330,382		$	693,399		$	(385,175	)	$	638,606
Allocation of corporate overhead	$	(134,088	)	$	(74,055	)	$	208,143		$	0
Income/(loss) after allocation of corporate overhead and before income taxes	$	196,294		$	619,344		$	(177,032	)	$	638,606
Total assets as of September 30, 2014	$	3,321,166		$	5,429,453		$	210,973		$	8,961,592

Amounts in millions	Three Months Ended										Nine Months Ended
	September 30,					September 30,					September 30,					September 30,
		2015	%				2014	%				2015	%				2014	%
Charity care	$	132		41	%	$	137		52	%	$	381		44	%	$	384		45	%
Uninsured discounts	190			59	%	129			48	%	491			56	%	468			55	%
Total uncompensated care	$	322		100	%	$	266		100	%	$	872		100	%	$	852		100	%

Acute Care and Behavioral Health Facilities Combined	Percentage of Net Patient Revenues						Percentage of Net Patient Revenues
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Third Party Payors:
Medicare		21	%		23	%		21	%		23	%
Medicaid		14	%		15	%		14	%		15	%
Managed Care (HMO and PPOs)		54	%		53	%		52	%		51	%
Other Sources		11	%		9	%		13	%		11	%
Total		100	%		100	%		100	%		100	%

Acute Care Facilities	Percentage of Net Patient Revenues						Percentage of Net Patient Revenues
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Third Party Payors:
Medicare		26	%		25	%		26	%		28	%
Medicaid		7	%		8	%		7	%		8	%
Managed Care (HMO and PPOs)		65	%		66	%		63	%		62	%
Other Sources		2	%		1	%		4	%		2	%
Total		100	%		100	%		100	%		100	%

Behavioral Health Facilities	Percentage of Net Patient Revenues						Percentage of Net Patient Revenues
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Third Party Payors:
Medicare		16	%		21	%		16	%		19	%
Medicaid		18	%		22	%		20	%		22	%
Managed Care (HMO and PPOs)		40	%		39	%		40	%		39	%
Other Sources		26	%		18	%		24	%		20	%
Total		100	%		100	%		100	%		100	%

	Three months ended						Nine month ended
	September 30,			September 30,			September 30,			September 30,
	2015			2014			2015			2014
Provision for income taxes	$	84,373		$	48,440		$	293,371		$	224,102
Income before income taxes		248,027			144,478			852,752			638,606
Effective tax rate		34.0	%		33.5	%		34.4	%		35.1	%



11	Statement re computation of per share earnings is set forth in Note 7 of the Notes to Condensed Consolidated Financial Statements.

18.1	Letter to the Board of Directors of Universal Health Services, Inc. from PricewaterhouseCoopers LLP regarding the change to the Company’s annual goodwill and intangible asset impairment test date.
31.1	Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.

31.2	Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.

32.1	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

		Universal Health Services, Inc.
		(Registrant)

Date: November 6, 2015		/s/ Alan B. Miller
		Alan B. Miller, Chairman of the Board and
		Chief Executive Officer
		(Principal Executive Officer)

		/s/ Steve Filton
		Steve Filton, Senior Vice President and
		Chief Financial Officer
		(Principal Financial Officer)


Exhibit No.		Description


11		Statement re computation of per share earnings is set forth in Note 7 of the Notes to Condensed Consolidated Financial Statements.

18.1		Letter to the Board of Directors of Universal Health Services, Inc. from PricewaterhouseCoopers LLP regarding the change to the Company’s annual goodwill and intangible asset impairment test date.
31.1		Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934.

31.2		Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934.

32.1		Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document