IASIS HEALTHCARE LLC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

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The following discussion and analysis of financial condition and results of
operations should be read in conjunction with our unaudited condensed
consolidated financial statements, the notes to our unaudited condensed
consolidated financial statements and the other financial information appearing
elsewhere in this report. Data for the quarters and nine months ended June 30,
2013 and 2012, has been derived from our unaudited condensed consolidated
financial statements. References herein to "we," "our" and "us" are to IASIS
Healthcare LLC and its subsidiaries. References herein to "IAS" are to IASIS
Healthcare Corporation, our parent company.

FORWARD LOOKING STATEMENTS


Some of the statements we make in this report are forward-looking within the
meaning of the federal securities laws, which are intended to be covered by the
safe harbors created thereby. Those forward-looking statements include all
statements that are not historical statements of fact and those regarding our
intent, belief or expectations including, but not limited to, the discussions of
our operating and growth strategy (including possible acquisitions and
dispositions), financing needs, projections of revenue, income or loss, capital
expenditures and future operations. Those risks and uncertainties include, among
others, changes in governmental healthcare programs that could reduce our
revenues; the uncertain impact of federal health reform; the possibility of
Health Choice Arizona, Inc.'s ("Health Choice" or the "Plan") contract with the
Arizona Health Care Cost Containment System ("AHCCCS") being discontinued and
changes in the payment structure under that contract, as well as an inability to
control costs at Health Choice; shifts in payor mix from commercial and managed
care payors to Medicaid and managed Medicaid; our ability to retain and
negotiate reasonable contracts with managed care plans; a growth in the level of
uncompensated care at our hospitals; our ability to recruit and retain quality
physicians and medical professionals; competition from other hospitals and
healthcare providers impacting our patient volume; our failure to continually
enhance our hospitals with the most recent technological advances in diagnostic
and surgical equipment; the federal health reform law's significant restrictions
on hospitals that have physician owners; a failure of our information systems
that would adversely affect our ability to properly manage our operations;
failure to effectively and timely implement electronic health record systems;
claims brought against our facilities for malpractice, product liability and
other legal grounds; difficulties with the integration of acquisitions that may
disrupt our ongoing operations; our dependence on key management personnel;
potential responsibilities and costs under environmental laws; the possibility
of a decline in the fair value of our reporting units that could result in a
material non-cash charge to earnings; the risks and uncertainties related to our
ability to generate sufficient cash to service our existing indebtedness; our
substantial level of indebtedness; the possibility of an increase in interest
rates, which would increase the cost of servicing our debt; and the risks
associated with us being owned by equity sponsors who have the ability to
control our financial decisions. Forward-looking statements involve known and
unknown risks and uncertainties that may cause actual results in future periods
to differ materially from those anticipated in the forward-looking statements.
Those risks and uncertainties, among others discussed in this report, are
detailed in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2012, and in our subsequent filings with the Securities and
Exchange Commission (the "SEC").

Although we believe that the assumptions underlying the forward-looking
statements contained in this report are reasonable, any of these assumptions
could prove to be inaccurate and, therefore, there can be no assurance that the
forward-looking statements included in this report will prove to be accurate. In
light of the significant uncertainties inherent in the forward-looking
statements included in this report, you should not regard the inclusion of such
information as a representation by us or any other person that our objectives
and plans will be achieved. We undertake no obligation to publicly release any
revisions to any forward-looking statements contained herein to reflect events
and circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events.

EXECUTIVE OVERVIEW

We are a leading provider of high quality, affordable healthcare services
primarily in high-growth urban and suburban markets. As of June 30, 2013, we
owned or leased 19 acute care hospital facilities (three of which are currently
under contract to be sold) and one behavioral health hospital, with a total of
4,505 licensed beds, several outpatient service facilities, and more than 160
physician clinics. We operate our hospitals with a strong community focus by
offering and developing healthcare services targeted to the needs of the markets
we serve, promoting strong relationships with physicians and working with local
managed care plans. We operate in various regions, including:



  •   Salt Lake City, Utah;




  •   Phoenix, Arizona;




  •   Tampa-St. Petersburg, Florida;




  •   five cities in Texas, including Houston and San Antonio; and




  •   West Monroe, Louisiana.


We also own and operate Health Choice, a Medicaid and Medicare managed health
plan headquartered in Phoenix that serves over 176,000 members in Arizona and
Utah.



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On August 8, 2013, we entered into a definitive agreement to sell the real
estate associated with the following three facilities, and thereafter lease the
land and buildings from the acquirer: (1) Glenwood Regional Medical Center in
West Monroe, Lousiana; (2) Mountain Vista Medical Center, in Mesa, Arizona; and
(3) The Medical Center of Southeast Texas in Port Arthur, Texas. The estimated
aggregate proceeds from the sale is approximately $281.3 million. The initial
term of the related lease agreements is 15 years with varying renewal options.
This sale-leaseback transaction is expected to close during our fiscal fourth
quarter, subject to the satisfaction of customary real estate, regulatory and
other closing conditions.

On July 17, 2013, we entered into a definitive agreement to sell our Florida
operations, which primarily include three hospitals in the Tampa-St. Petersburg
area and all related physician operations. The transaction is expected to close
by the end of fiscal year 2013, assuming receipt of required regulatory
approvals and satisfaction of other customary closing conditions. The
divestiture of the Florida operations provides us with increased ability to make
strategic investments in our other markets, as further growth opportunities in
our Florida operations were limited by a restrictive state certificate of need
process. As we continue to look for ways to diversify and invest in delivery
models which produce higher-quality more efficient care in the rapidly evolving
healthcare landscape, we determined the best option for our Florida operations'
long-term, growth opportunities was to transition them to a larger scale health
care system. Upon completing the divestiture of our Florida operations, we will
be able to focus more intently on and invest more significantly in our other
markets better positioned for our future growth plans.

On March 25, 2013, we announced that Health Choice has been awarded a new
contract by AHCCCS, the state agency that administers Arizona's state Medicaid
program. The contract, which commences on October 1, 2013, has an initial term
of three years and includes two additional one-year renewal options that can be
exercised at the discretion of AHCCCS. The new contract allows Health Choice to
serve Medicaid members in the following Arizona counties: Apache, Coconino,
Gila, Maricopa, Mohave, Navajo, Pima and Pinal.

Significant Industry Trends


The following sections discuss recent trends that we believe are significant
factors in our current and/or future operating results and cash flows. Certain
of these trends apply to the entire acute care hospital industry, while others
may apply to us more specifically. These trends could be short-term in nature or
could require long-term attention and resources. While these trends may involve
certain factors that are outside of our control, the extent to which these
trends affect our hospitals and our ability to manage the impact of these trends
play vital roles in our current and future success. In many cases, we are unable
to predict what impact, if any, these trends will have on us.

The Impact of Health Reform

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The Patient Protection and Affordable Care Act, as amended by the Health Care
and Education Reconciliation Act of 2010 (collectively, the "Health Reform Law")
changes how healthcare services are covered, delivered, and reimbursed. The law
expands coverage of previously uninsured individuals, largely through expansion
of Medicaid coverage and establishment of state insurance exchanges
("Exchanges") where individuals may purchase coverage. The Health Reform Law
also contains an "individual mandate" that imposes financial penalties on
individuals who fail to carry insurance coverage and employers that do not
provide health insurance coverage. In addition, the Health Reform Law reforms
certain aspects of health insurance, reduces government reimbursement rates,
expands existing efforts to tie Medicare and Medicaid payments to performance
and quality, places restrictions on physician-owned hospitals and contains
provisions intended to strengthen fraud and abuse enforcement.

The provisions of the Health Reform Law that seek to decrease the number of
uninsured individuals mostly will become effective January 1, 2014. However, the
employer mandate which requires companies with 50 or more employees to provide
health insurance or pay fines, as well as insurer reporting requirements, has
been delayed until January 1, 2015. In addition, states may choose not to
implement the Medicaid expansion provisions of the Health Reform Law without
losing existing federal Medicaid funding. In those states that choose not to
participate in the Medicaid expansion program, the penalty for not carrying
insurance will be waived for low-income residents. A number of state governors
and legislatures, including Texas and Louisiana, have chosen not to participate
in the expanded Medicaid program. Some states, such as Arkansas, have chosen to
participate or are considering participating through "private option" programs
that would provide funds to low-income individuals to purchase private
insurance. These "private option" programs are subject to federal approval.

Because of the many variables involved, including the law's complexity, the lack
of implementing regulations or interpretive guidance, gradual and partially
delayed implementation, possible amendment, repeal or further implementation
delays, success of health insurance exchanges enrolling uninsured individuals,
possible reductions in funding by the U.S. Congress and future reductions in
Medicare and Medicaid reimbursement, the impact of the Health Reform Law,
including how individuals and businesses will respond to the new choices and
obligations under the law, is not yet fully known. We believe, however, that
trends toward pay-for-performance reimbursement models focused on quality, cost
control and clinically integrated healthcare delivery, which are encouraged by
the Health Reform Law, are taking hold among private health insurers and will
continue to do so.

Budget Control Act and Sequestration


On August 2, 2011, the U.S. Congress enacted the Budget Control Act of 2011.
This law increased the nation's borrowing authority and takes steps to reduce
federal spending and the deficit. The deficit reduction portion of the Budget
Control Act of 2011 imposes caps that reduce discretionary spending by more than
$900 billion over ten years, beginning in federal fiscal year 2012. The Budget
Control Act of 2011 also requires automatic spending reductions of $1.2 trillion
for federal fiscal years 2013 through 2021, minus any deficit reductions enacted
by Congress and debt service costs. These automatic spending reductions are
commonly referred to as "sequestration". The spending reductions are to be split
evenly between defense and non-defense discretionary spending, although certain
programs (including the Medicaid and Children's Health Insurance Programs
("CHIP")), are exempt from these automatic spending reductions, and Medicare
expenditures cannot be reduced by more than two percent. Sequestration began on
March 1, 2013, with the Centers for Medicare and Medicaid Services ("CMS")
imposing a two percent reduction on Medicare claims on April 1, 2013. Unless the
U.S. Congress and the President take action and reach an agreement to change the
law, federal spending will be subject to sequestration over ten years. We are
unable to predict what other deficit reduction initiatives may be proposed by
the President or the U.S. Congress or whether the President and the U.S.
Congress will restructure or suspend sequestration. It is possible that
negotiations to end or restructure sequestration will result in greater spending
reductions than required by the Budget Control Act of 2011.



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State Medicaid Budgets


Over recent years, the states in which we operate have experienced budget
constraints as a result of increased costs and lower than expected tax
collections. Many states have experienced or project near term shortfalls in
their budgets, and economic conditions have increased these budget pressures.
Health and human services programs, including Medicaid and similar programs,
represent a significant portion of state budgets. The states in which we operate
have responded to these budget concerns, by decreasing funding for Medicaid and
other healthcare programs or by making structural changes that have resulted in
a reduction in hospital reimbursement. In addition, many states have received
waivers from CMS in order to implement or expand managed Medicaid programs.

Texas


The Texas legislature and the Texas Health and Human Services Commission
("THHSC") recommended expanding Medicaid managed care enrollment in the state,
and in December 2011, CMS approved a five-year Medicaid waiver that: (1) allows
Texas to expand its Medicaid managed care program while preserving hospital
funding; (2) provides incentive payments for improvements in healthcare
delivery; and (3) directs more funding to hospitals that serve large numbers of
uninsured patients. Certain of our acute care hospitals currently receive
supplemental Medicaid reimbursement, including reimbursement from programs for
participating private hospitals that enter into indigent care affiliation
agreements with public hospitals or county governments in the state of Texas.
Under the CMS-approved programs, affiliated hospitals, including our Texas
hospitals, have expanded the community healthcare safety net by providing
indigent healthcare services. Revenue recognized under these Texas private
supplemental Medicaid reimbursement programs for the quarter and nine months
ended June 30, 2013, was $16.5 million and $45.7 million, respectively, compared
to $21.6 million and $63.9 million in the prior year periods. Under the Medicaid
waiver, which will change the funding structure of Texas' current supplemental
Medicaid reimbursement programs, funds will be distributed to participating
hospitals based upon both the costs associated with providing care to
individuals without third party coverage and the investment made to support
coordinating care and quality improvements that transform the local communities'
care delivery systems. The responsibility to coordinate and develop plans that
address the concerns of the local delivery care systems, including improved
access, quality, cost effectiveness and coordination will be controlled
primarily by government-owned public hospitals that serve the surrounding
geographic areas. Along with delays in funding for the state's Medicaid
supplemental reimbursement programs, the expansion of the managed Medicaid
program has also resulted in delays in processing and payment of related patient
accounts receivable by many of the managed care payors.

The THHSC has released proposed rules to change the Texas Medicaid
Disproportionate Share Hospital ("Texas Medicaid DSH") methodology for the
state's fiscal year 2014 and 2015. While changes to the Texas Medicaid DSH
methodology have been proposed, details regarding its computation for the
state's upcoming fiscal year have not yet been finalized. Because deliberations
regarding the Texas Medicaid DSH program are ongoing, we are unable to estimate
the financial impact, if any, that proposed program changes may have on our
results of operations. Texas has appropriated $160.0 million for fiscal year
2014 and $140.0 million for fiscal year 2015 to stabilize and improve the Texas
Medicaid DSH program, including providing rate adjustments to recognize
improvements in quality of patient care, the most appropriate use of care, and
patient outcomes. These appropriations provide that the funding is contingent on
"measurable progress" by THHSC toward a long-term plan. Funds appropriated for
in 2015 may not be spent before the plan is finalized.

The THHSC continues to examine the allocation method for the Texas Medicaid DSH
program for fiscal year 2013. During the quarter and nine months ended June 30,
2013, we recognized $7.1 million and $21.4 million, respectively, in Texas
Medicaid DSH revenues, compared to $6.2 million and $18.7 million in the prior
year periods.

Arizona

Beginning in July 2011, in an effort to control its budgeted expenditures and
balance its budget, the state of Arizona implemented a plan to reduce its
eligible Medicaid beneficiaries. This plan has resulted in a reduction of
approximately 9.5% of the total Medicaid enrollment in the state and includes
approximately 167,000 childless adults. Since implementation of this plan by the
state of Arizona, Health Choice has experienced a significant decline in its
enrollees, premium revenue and earnings. While Health Choice's enrollment has
continued to decline during the quarter and nine months ended June 30, 2013, the
rate of decline has moderated compared to the same prior year periods.
Additionally, on June 17, 2013, the governor of Arizona signed into law the
expansion of its Medicaid program under the Health Reform Law, which includes
increased eligibility for adults, children and pregnant women, and the
restoration of eligibility to childless adults that was previously eliminated.
The expansion of the state's Medicaid program under the Health Reform Law could
potentially result in the addition of approximately 370,000 people to its
Medicaid rolls. The law may face opposition from groups who are considering
lawsuits challenging the passage of the law. The law will go into effect
January 1, 2014.

If additional Medicaid program changes are implemented in the future in Arizona or other states in which we operate, our revenue and earnings could be significantly impacted.




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Physician Alignment and Clinical Integration


In an effort to meet community needs and address coverage issues, we have made
significant investments in order to align with physicians through various
recruitment and employment strategies, as well as alternative means of alignment
such as our formation of provider networks in certain markets. We believe that
physician alignment promotes clinical integration, enhances quality of care and
makes us more efficient and competitive in a healthcare environment trending
toward value-based purchasing and pay-for-performance.

As we continue to focus on our physician alignment and integration strategies,
we face significant competition for skilled physicians in certain of our markets
as more hospital providers adopt a physician staffing model approach, coupled
with a general shortage of physicians across most specialties. This increased
competition has resulted in efforts by managed care organizations to align with
certain provider networks in the markets in which we operate. In response, we
have formed our own provider networks in certain markets that include both
employed and non-affiliated physicians, providing the infrastructure through
which we are able to contract more efficiently with commercial payors, position
ourselves for value based reimbursement and promote clinical integration. While
we expect that employing physicians should provide relief on cost pressures
associated with on-call coverage and other professional fees, we anticipate
incurring additional labor and other start-up related costs as we continue the
integration of recently employed physicians and their related support staff.

We also face risk from competition for outpatient business. We expect to
mitigate this risk through continued focus on our physician employment strategy,
the development of new access points of care, our commitment to capital
investment in our hospitals, including updated technology and equipment, and our
commitment to our quality of care initiatives that some competitors, including
individual physicians or physician groups, may not be equipped to implement.

Uncompensated Care


Like others in the hospital industry, we continue to experience high levels of
uncompensated care, including discounts to the uninsured, bad debts and charity
care. These elevated levels are driven by the number of uninsured and
under-insured patients seeking care at our hospitals, which has been
significantly impacted by the efforts of the state of Arizona to reduce its
Medicaid enrollees, as well as a general increase in uninsured volume in our
Texas market where the state exercises stringent Medicaid eligibility
requirements. Given the rate of unemployment and its impact on the economy,
particularly in the markets we serve, we believe our hospitals may continue to
experience these elevated levels of uncompensated care until the U.S. economy
experiences an economic recovery that includes significant sustained job growth
and a meaningful decline in unemployment. During the quarter ended June 30,
2013, our self-pay admissions represented 8.0% of our total admissions, which
was consistent with the prior year quarter. During the nine months ended
June 30, 2013, our self-pay admissions represented 7.9% of our total admissions,
compared to 7.7% in the prior year period. During the quarter ended June 30,
2013, our uncompensated care, which includes bad debts, charity care and
uninsured discounts, as a percentage of acute care revenue was 23.5%, compared
to 21.9% in the prior year quarter. During the nine months ended June 30, 2013,
our uncompensated care as a percentage of acute care revenue was 23.9%, compared
to 20.8% in the prior year period. The increased levels of uncompensated care
has resulted in pressures on pricing and operating margins created from
providing the same level of healthcare service, but for less reimbursement. The
cost of our uncompensated care is also impacted by the higher acuity levels at
which these patients are presenting for treatment in our emergency rooms, which
is primarily resulting from economic pressures and their related decisions to
defer care.

We continue to monitor our uninsured admissions on a daily basis and continue to
focus on the efficiency of our emergency rooms, point-of-service cash
collections, Medicaid eligibility automation and process-flow improvements.
While we continue to be successful at qualifying many uninsured patients for
Medicaid or other third-party coverage, which has helped to alleviate some of
the pressure created from the growth in our uncompensated care, we continue to
experience delays associated with the administrative functions of the Medicaid
qualification process at the state levels. These delays are not indicative of
eligibility issues, but rather staffing cut-backs as states continue to address
their budgetary issues.

We anticipate that if we experience further growth in uninsured volume and revenue over the near-term, including increased acuity levels and continued increases in co-payments and deductibles for insured patients, our uncompensated care will increase and our results of operations could be adversely affected.


Starting January 1, 2014, we expect uninsured volumes to begin decreasing due to
the impact of the Health Reform Law, which includes the implementation of health
insurance exchanges and the expansion of Medicaid programs in certain of the
states in which we operate.

The percentages of our insured and uninsured net hospital receivables are
summarized as follows:



                                        June 30,        September 30,
                                          2013              2012
               Insured receivables           74.7 %               72.2 %
               Uninsured receivables         25.3 %               27.8 %

               Total                        100.0 %              100.0 %





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The percentages of hospital receivables in summarized aging categories are as
follows:



                                    June 30,        September 30,
                                      2013              2012
                  0 to 90 days           60.5 %               63.4 %
                  91 to 180 days         20.6 %               19.2 %
                  Over 180 days          18.9 %               17.4 %

                  Total                 100.0 %              100.0 %


Adoption of Electronic Health Records ("EHR")


The American Recovery and Reinvestment Act of 2009 ("ARRA") included
approximately $26.0 billion in funding for various healthcare information
technology ("IT") initiatives, including Medicare and Medicaid incentives for
eligible hospitals and professionals to adopt and meaningfully use certified EHR
technology ("EHR Incentive Programs"). In addition, eligible providers that fail
to demonstrate meaningful use of certified EHR technology will be subject to
reduced payments from Medicare, beginning in federal fiscal year 2015 for
eligible hospitals and calendar year 2015 for eligible professionals.
Implementation of the EHR Incentive Programs has been divided into three stages
with increasing requirements for participation. Stage 1 requires providers to
meet meaningful use objectives specified by CMS, which include electronically
capturing health information in a structured format, tracking key clinical
conditions for coordination of care purposes, implementing clinical decision
support tools to facilitate disease and medication management, using EHRs to
engage patients and families, and reporting clinical quality measures and public
health information. Our hospitals, as well as a number of our physician clinics,
substantially met the Stage 1 requirements in our fiscal 2012. Stage 2
introduces several new meaningful use measures, as well as imposes stricter
requirements on certain existing Stage 1 measures. Providers must achieve
meaningful use under the Stage 1 criteria before advancing to Stage 2 and are
required to meet the criteria for the applicable stage based on their first year
of attesting to meaningful use. Our hospitals and physician clinics whose first
payment year was 2011 or 2012 are required to meet Stage 2 criteria beginning in
2014. Though we expect to continue to incur certain non-productive and other
operating costs, as well as additional investments in hardware and software, we
believe our historical investments in advanced clinical and other information
systems, as well as quality of care programs, provides a solid platform to build
upon for timely compliance with the healthcare IT initiatives and requirements
of ARRA.

Revenue and Volume Trends

Net revenue for the quarter ended June 30, 2013, increased 3.7% to $599.1
million, compared to $577.6 million in the prior year quarter. Net revenue for
the nine months ended June 30, 2013, increased 2.7% to $1.79 billion, compared
to $1.75 billion in the prior year period. Net revenue is comprised of acute
care revenue, which is recorded net of the provision for bad debts, and premium
revenue. Acute care revenue increased $24.0 million and $54.8 million for the
quarter and nine months ended June 30, 2013, respectively. Premium revenue at
Health Choice decreased $2.5 million and $8.2 million for the quarter and nine
months ended June 30, 2013, respectively.

The nine months ended June 30, 2012 included the net impact of certain prior
period Medicare related adjustments that increased acute care revenue by $9.7
million. These adjustments were the result of a settlement agreement (the "Rural
Floor Settlement") signed between CMS and a large number of healthcare service
providers, including our hospitals, and newly issued Supplemental Security
Income ("SSI") ratios utilized for calculating Medicare Disproportionate Share
Hospital reimbursement for federal fiscal years 2006 through 2009. The Rural
Floor Settlement is intended to resolve all claims that have been brought or
could have been brought relating to CMS' calculation of the rural floor budget
neutrality adjustment that was created by the Balanced Budget Act of 1997 for
federal fiscal year 1998 through and including federal fiscal year 2011. As a
result of the Rural Floor Settlement, we recognized $12.8 million of additional
acute care revenue during the nine months ended June 30, 2012, while the same
prior year period included an unfavorable adjustment of $3.1 million as a result
of the new SSI ratios.

Acute Care Revenue

Acute care revenue is comprised of net patient revenue and other revenue. A
large percentage of our hospitals' net patient revenue consists of fixed
payment, discounted sources, including Medicare, Medicaid and managed care
organizations. Reimbursement for Medicare and Medicaid services are often fixed
regardless of the cost incurred or the level of services provided. Similarly,
the majority of managed care companies we contract with reimburse providers on a
fixed payment basis regardless of the costs incurred or the level of services
provided. Net patient revenue is reported net of discounts and contractual
adjustments. These contractual adjustments principally result from differences
between the hospitals' established charges and payment rates under Medicare,
Medicaid and various managed care plans. Additionally, discounts and contractual
adjustments result from our uninsured discount and charity care programs. Acute
care revenue is reported net of the provision for doubtful accounts. Other
revenue includes medical office building rental income and other miscellaneous
revenue.



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Admissions increased 0.9% and 0.1% for the quarter and nine months ended
June 30, 2013, respectively, compared to the same prior year periods. Admissions
have benefited from recent capital investments and our physician alignment
strategies. These benefits have been partially offset by an increase in
observation cases, primarily resulting from the adoption of new InterQual
criteria changes that focus on certain diagnoses presenting for emergency
services. Observation cases represent the number of patients classified as
outpatient, during which time medical necessity is being evaluated prior to the
patient being transferred to an inpatient status or being released from care.
Adjusted admissions increased 5.0% and 3.4% for the quarter and nine months
ended June 30, 2013, respectively, compared to the same prior year periods. Our
outpatient volume for the quarter and nine months ended June 30, 2013, has
benefited from an 18.8% and 14.3% increase in outpatient surgeries,
respectively, resulting from our investment in the expansion of access points of
care and the continued expansion of our physician alignment strategies to meet
the growing need for outpatient services in the communities we serve. In
addition, we experienced a 5.3% and 8.8% increase in emergency room visits for
the quarter and nine months ended June 30, 2013, respectively.

We believe our volumes over the long-term will grow as a result of our business
strategies, including the strategic deployment of capital, the continued
investment in our physician alignment strategies, the development of increased
access points of care, including physician clinics, free-standing emergency
rooms, urgent care centers, outpatient imaging centers, ambulatory surgery
centers, our increased marketing efforts to promote our commitment to quality
and patient satisfaction, and the general aging of the population.

The following table provides the sources of our hospitals' net patient revenue before the provision for bad debts by payor:




                                         Quarter Ended            Nine Months Ended
                                            June 30,                   June 30,
                                       2013         2012          2013          2012
      Medicare                           20.5 %       22.6 %         21.3 %       23.5 %
      Managed Medicare                    9.8 %        9.7 %         10.0 %        9.1 %
      Medicaid and managed Medicaid      12.0 %       13.3 %         12.2 %       13.7 %
      Managed care and other             38.4 %       37.1 %         37.9 %       38.1 %
      Self-pay                           19.3 %       17.3 %         18.6 %       15.6 %

      Total                             100.0 %      100.0 %        100.0 %      100.0 %



The increase in our self-pay revenue as a percentage of total net patient
revenue is the result of growth in our uninsured volumes, revenue and related
acuity levels which have increased for the quarter and nine months ended
June 30, 2013, compared to the same prior year periods. These increases are
significantly impacted by the efforts of the state of Arizona to reduce its
Medicaid enrollment, which has conversely contributed to a reduction in Medicaid
and managed Medicaid revenue as a percentage of total net patient revenue.
Additionally, the decline in Medicaid and managed Medicaid revenue as a
percentage of total net patient revenue has been impacted by continued
reductions in Medicaid reimbursement, particularly in Texas.

Net patient revenue per adjusted admission, which includes the impact of the
provision for bad debts, increased 0.2% for both the quarter and nine months
ended June 30, 2013. Excluding the prior year net impact of certain prior period
Medicare related adjustments, net patient revenue per adjusted admission
increased 1.0% for the nine months ended June 30, 2013. Our pricing metrics for
the quarter and nine months ended June 30, 2013, continue to be negatively
affected by the impact of high unemployment and other industry pressures, which
has resulted in increased uncompensated care and reductions in Medicaid funding,
as states address their budgeting issues by implementing rate cuts on providers
and reductions in Medicaid eligible beneficiaries. As states continue working
through their budgetary issues, any additional cuts to Medicaid funding or
structural changes to Medicaid programs that reduce eligibility would negatively
impact our future results of operations and cash flows.

See "Item 1 - Business - Sources of Acute Care Revenue" and "Item 1 - Business -
Government Regulation and Other Factors" included in our Annual Report on Form
10-K for the fiscal year ended September 30, 2012, filed with the SEC on
December 21, 2012, for a description of the types of payments we receive for
services provided to patients enrolled in the traditional Medicare plan, managed
Medicare plans, Medicaid plans, managed Medicaid plans and managed care plans.
In those sections, we also discussed the unique reimbursement features of the
traditional Medicare plan, including the annual Medicare regulatory updates
published by CMS that impact reimbursement rates for services provided under the
plan. The future potential impact to reimbursement for certain of these payors
under the Health Reform Law is also addressed in such Annual Report on Form
10-K.

Premium Revenue

Health Choice contracts with state Medicaid programs in Arizona and Utah to provide specified health services to qualified Medicaid enrollees through contracted providers. Most of its premium revenue is derived through a contract with AHCCCS, the state




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agency that administers Arizona'sMedicaid program. The contract requires Health
Choice to arrange for healthcare services for enrolled Medicaid patients in
exchange for fixed monthly premiums, based upon negotiated per capita member
rates, and supplemental payments from AHCCCS. Health Choice also contracts with
CMS to provide coverage as a Medicare Advantage Prescription Drug ("MAPD")
Special Needs Plan ("SNP"). This contract allows Health Choice to offer Medicare
and Part D drug benefit coverage to new and existing dual-eligible members
(i.e., those that are eligible for Medicare and Medicaid). In accordance with
CMS regulations, SNPs are now expected to meet additional requirements,
including requirements relating to model of care, cost-sharing, disclosure of
information and reporting of quality measures.

Premium revenue generated by Health Choice represented 23.3% and 23.6% of our
consolidated net revenue for the quarter and nine months ended June 30, 2013,
respectively, compared to 24.6% and 24.7% in the same prior year periods. This
decline has been impacted by the efforts of the state of Arizona to reduce its
Medicaid enrollment. If AHCCCS were to take further actions in the near term,
including reimbursement rate reductions, enrollment reductions, capitation
payment deferrals, covered services reductions or limitations or other steps to
reduce program expenditures, it could have a material adverse impact on our
operating results and cash flows.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES


A summary of significant accounting policies is disclosed in Note 2 to the
consolidated financial statements included in our Annual Report on Form 10-K for
the fiscal year ended September 30, 2012. Our critical accounting policies are
further described under the caption "Critical Accounting Policies and Estimates"
in Management's Discussion and Analysis of Financial Condition and Results of
Operations in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2012. There have been no changes in the nature of our critical
accounting policies or the application of those policies since September 30,
2012.

SELECTED OPERATING DATA

The following table sets forth certain unaudited operating data for each of the
periods presented.



                                                 Quarter Ended                   Nine Months Ended
                                                    June 30,                          June 30,
                                             2013             2012             2013             2012
Acute Care (1)
Number of acute care hospital
facilities at end of period                       16               15               16               15
Licensed beds at end of period (2)             3,804            3,704            3,804            3,704
Average length of stay (days) (3)               5.09             4.99             5.10             4.93
Occupancy rates (average beds in
service)                                        49.7 %           50.1 %           50.6 %           50.5 %
Admissions (4)                                27,155           26,920           82,643           82,597
Adjusted admissions (5)                       48,175           45,871          143,750          139,071
Patient days (6)                             138,108          134,251          421,159          407,102
Adjusted patient days (5)                    245,015          228,761          732,569          685,447
Net patient revenue per adjusted
admission (7)                              $   9,031$   9,018$   9,031$   9,012
Health Choice
Medicaid covered lives                       171,979          173,645          171,979          173,645
Dual-eligible lives (8)                        4,310            4,096            4,310            4,096
Medical loss ratio (9)                          84.8 %           83.0 %           83.8 %           82.4 %



(1) Excludes the impact of our Florida operations, which are now reflected in

discontinued operations.

(2) Includes St. Luke's Behavioral Hospital.

(3) Represents the average number of days that a patient stayed in our hospitals.

(4) Represents the total number of patients admitted to our hospitals for stays

in excess of 23 hours. Management and investors use this number as a general

measure of inpatient volume.

(5) Adjusted admissions and adjusted patient days are general measures of

combined inpatient and outpatient volume. We compute adjusted

admissions/patient days by multiplying admissions/patient days by gross

patient revenue and then dividing that number by gross inpatient revenue.

(6) Represents the number of days our beds were occupied by inpatients over the

period.

(7) Includes the impact of the provision for bad debts as a component of revenue.

(8) Represents members eligible for Medicare and Medicaid benefits under Health

Choice's contract with CMS to provide coverage as a MAPD SNP.

(9) Represents medical claims expense as a percentage of premium revenue,

    including claims paid to our hospitals.




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RESULTS OF OPERATIONS SUMMARY

Consolidated

The following table sets forth, for the periods presented, our results of consolidated operations expressed in dollar terms and as a percentage of net revenue. Such information has been derived from our unaudited condensed consolidated statements of operations.



                                                                   Quarter Ended                     Quarter Ended                    Nine Months Ended                   Nine Months Ended
                                                                   June 30, 2013                     June 30, 2012                      June 30, 2013                       June 30, 2012
($ in thousands):                                            Amount         Percentage         Amount         Percentage          Amount          Percentage          Amount          Percentage
Net revenue
Acute care revenue before provision for bad debts           $ 555,413$ 504,047$ 1,636,836$ 1,514,986
Less: Provision for bad debts                                 (96,090 )                         (68,744 )                          (267,014 )                          (199,952 )


Acute care revenue                                            459,323              76.7 %       435,303              75.4 %       1,369,822              76.4 %       1,315,034              75.3 %
Premium revenue                                               139,804              23.3 %       142,323              24.6 %         422,059              23.6 %         430,229              24.7 %


Net revenue                                                   599,127             100.0 %       577,626             100.0 %       1,791,881             100.0 %       1,745,263             100.0 %
Costs and expenses
Salaries and benefits                                         219,896              36.7 %       204,314              35.4 %         670,286              37.4 %         610,179              35.0 %
Supplies                                                       79,462              13.3 %        75,350              13.0 %         240,724              13.4 %         227,070              13.0 %
Medical claims                                                116,640              19.5 %       116,366              20.1 %         348,556              19.5 %         349,290              20.0 %
Rentals and leases                                             13,992               2.3 %        11,857               2.1 %          40,635               2.3 %          34,112               2.0 %
Other operating expenses                                      106,456              17.8 %       105,484              18.3 %         309,987              17.3 %         317,843              18.2 %
Medicare and Medicaid EHR incentives                           (4,827 )            (0.8 %)           -                 -            (11,209 )            (0.6 %)         (8,036 )            (0.5 %)
Interest expense, net                                          32,771               5.4 %        33,606               5.8 %          99,987               5.5 %         104,076               6.0 %
Depreciation and amortization                                  24,492               4.1 %        26,345               4.6 %          72,606               4.1 %          78,884               4.5 %
Management fees                                                 1,250               0.2 %         1,250               0.2 %           3,750               0.2 %           3,750               0.2 %

Total costs and expenses                                      590,132              98.5 %       574,572              99.5 %       1,775,322              99.1 %       1,717,168              98.4 %

Earnings from continuing operations before gain (loss) on disposal of assets and income taxes

                             8,995               1.5 %         3,054               0.5 %          16,559               0.9 %          28,095               1.6 %
Gain (loss) on disposal of assets, net                            481               0.1 %          (240 )            (0.0 %)            649               0.1 %             414               0.0 %


Earnings from continuing operations before income taxes 9,476

        1.6 %         2,814               0.5 %          17,208               1.0 %          28,509               1.6 %
Income tax expense (benefit)                                    3,850               0.7 %        (8,035 )            (1.4 %)          8,016               0.5 %           3,332               0.2 %


Net earnings from continuing operations                         5,626               0.9 %        10,849               1.9 %           9,192               0.5 %          25,177               1.4 %
Earnings (loss) from discontinued operations, net of
income taxes                                                     (531 )            (0.1 %)        1,012               0.2 %             849               0.1 %           3,436               0.2 %


Net earnings                                                    5,095               0.8 %        11,861               2.1 %          10,041               0.6 %          28,613               1.6 %

Net earnings attributable to non-controlling interests (1,941 )

        (0.3 %)       (1,082 )            (0.2 %)         (3,189 )            (0.2 %)         (5,324 )            (0.3 %)


Net earnings attributable to IASIS Healthcare LLC           $   3,154               0.5 %     $  10,779               1.9 %     $     6,852               0.4 %     $    23,289               1.3 %





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Acute Care


The following table and discussion sets forth, for the periods presented, the
results of our acute care operations expressed in dollar terms and as a
percentage of acute care revenue. Such information has been derived from our
unaudited condensed consolidated statements of operations.



                                                                   Quarter Ended                     Quarter Ended                    Nine Months Ended                   Nine Months Ended
                                                                   June 30, 2013                     June 30, 2012                      June 30, 2013                       June 30, 2012
($ in thousands):                                            Amount         Percentage         Amount         Percentage          Amount          Percentage          Amount          Percentage
Acute care revenue
Acute care revenue before provision for bad debts           $ 555,413$ 504,047$ 1,636,836$ 1,514,986
Less: Provision for bad debts                                 (96,090 )                         (68,744 )                          (267,014 )                          (199,952 )


Acute care revenue                                            459,323              99.6 %       435,303              99.6 %       1,369,822              99.6 %       1,315,034              99.6 %
Revenue between segments (1)                                    1,940               0.4 %         1,764               0.4 %           5,334               0.4 %           5,213               0.4 %


Total acute care revenue                                      461,263             100.0 %       437,067             100.0 %       1,375,156             100.0 %       1,320,247             100.0 %

Costs and expenses
Salaries and benefits                                         213,806              46.4 %       198,951              45.5 %         652,666              47.5 %         593,732              45.0 %
Supplies                                                       79,422              17.2 %        75,278              17.2 %         240,582              17.5 %         226,885              17.2 %
Rentals and leases                                             13,597               2.9 %        11,507               2.7 %          39,443               2.9 %          32,981               2.5 %
Other operating expenses                                      100,463              21.8 %       100,229              22.9 %         292,488              21.3 %         300,741              22.8 %
Medicare and Medicaid EHR incentives                           (4,827 )            (1.0 %)           -                 -            (11,209 )            (0.8 %)         (8,036 )            (0.6 %)
Interest expense, net                                          32,771               7.1 %        33,606               7.7 %          99,987               7.2 %         104,076               7.9 %
Depreciation and amortization                                  23,463               5.0 %        25,469               5.8 %          69,510               5.0 %          76,208               5.7 %
Management fees                                                 1,250               0.3 %         1,250               0.3 %           3,750               0.3 %           3,750               0.3 %


Total costs and expenses                                      459,945              99.7 %       446,290             102.1 %       1,387,217             100.9 %       1,330,337             100.8 %

Earnings (loss) from continuing operations before gain (loss) on disposal of assets and income taxes

                   1,318               0.3 %        (9,223 )            (2.1 %)        (12,061 )            (0.9 %)        (10,090 )            (0.8 %)
Gain (loss) on disposal of assets, net                            481               0.1 %          (240 )            (0.1 %)            649               0.1 %             414               0.1 %


Earnings (loss) from continuing operations before income
taxes                                                       $   1,799               0.4 %     $  (9,463 )            (2.2 %)    $   (11,412 )            (0.8 %)    $    (9,676 )            (0.7 %)




(1) Revenue between segments is eliminated in our consolidated results.




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Quarters Ended June 30, 2013 and 2012


Acute care revenue - Total acute care revenue for the quarter ended June 30,
2013, was $461.3 million, an increase of $24.2 million or 5.5% compared to
$437.1 million in the prior year quarter. This increase in total acute care
revenue is comprised of an increase in adjusted admissions of 5.0%, and an
increase in net patient revenue per adjusted admission of 0.2%. The provision
for bad debts for the quarter ended June 30, 2013, was $96.1 million, an
increase of $27.3 million or 39.8% compared to $68.7 million in the prior year
quarter. The increase in the provision for bad debts continues to be impacted by
recent increases in uninsured volume, revenue and acuity levels. For the quarter
ended June 30, 2013, our total uncompensated care as a percentage of total acute
care revenue, which includes bad debts, charity care and uninsured discounts,
increased to 23.5%, compared to 21.9% in the prior year quarter.

Net adjustments to estimated third-party payor settlements, also known as prior
year contractuals, resulted in an increase in total acute care revenue of $3.1
million and $2.2 million for the quarters ended June 30, 2013 and 2012,
respectively.

Salaries and benefits - Salaries and benefits expense for the quarter ended
June 30, 2013, was $213.8 million, compared to $199.0 million in the prior year
quarter. Salaries and benefits expense as a percentage of total acute care
revenue was 46.4% for the quarter ended June 30, 2013, compared to 45.5% in the
prior year quarter. This increase has been primarily impacted by the expansion
of our employed physician base in recent quarters, which requires additional
investments in labor and practice related costs, including infrastructure and
physician support staff.

Other operating expenses - Other operating expenses for the quarter ended
June 30, 2013, were $100.5 million, compared to $100.2 million in the prior year
quarter. Other operating expenses as a percentage of total acute care revenue
for the quarter ended June 30, 2013, decreased to 21.8%, compared to 22.9% in
the prior year quarter. This decline is primarily due to a reduction in
professional fees associated with our supplemental Medicaid reimbursement
programs in Texas.

Medicare and Medicaid EHR incentives - Medicare and Medicaid EHR incentives for
the quarter ended June 30, 2013 totaled $4.8 million, compared to none in the
prior year quarter. The increase in our Medicare and Medicaid EHR incentives is
due to the timing of EHR implementation and meeting meaningful use requirements
by our facilities.

Nine Months Ended June 30, 2013 and 2012


Acute care revenue - Total acute care revenue for the nine months ended June 30,
2013, was $1.38 billion, an increase of $54.9 million or 4.2% compared to
$1.32 billion in the prior year period. This increase in total acute care
revenue is comprised of an increase in adjusted admissions of 3.4% and an
increase in net patient revenue per adjusted admissions of 0.2%. Excluding the
prior year net impact of certain prior period Medicare related adjustments,
total acute care revenue for the nine months ended June 30, 2013, increased
$64.6 million or 4.9%. The provision for bad debts for the nine months ended
June 30, 2013, was $267.0 million, an increase of $67.1 million or 33.5%
compared to $200.0 million in the prior year period. The increase in the
provision for bad debts is the result of increased uninsured volume, revenue and
acuity levels. For the nine months ended June 30, 2013, self-pay admissions as a
percentage of total admissions increased to 7.9%, compared to 7.7% in the prior
year period. For the nine months ended June 30, 2013, excluding the prior year
net impact of certain prior period Medicare related adjustments, our total
uncompensated care as a percentage of total acute care revenue, which includes
bad debts, charity care an uninsured discounts, increased to 23.9%, compared to
20.8% in the prior year period.



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Net adjustments to estimated third-party payor settlements, also known as prior
year contractuals, resulted in an increase in total acute care revenue of $6.6
million and $14.3 million for the nine months ended June 30, 2013 and 2012,
respectively. Net adjustments to estimated third-party payor settlements in the
nine months ended June 30, 2012, includes the net impact of certain prior period
Medicare related adjustments totaling $9.7 million.

Salaries and benefits - Salaries and benefits expense for the nine months ended
June 30, 2013, was $652.7 million, compared to $593.7 million in the prior year
period. Excluding the prior year net impact of certain prior period Medicare
related adjustments, salaries and benefits expense as a percentage of total
acute care revenue for the nine months ended June 30, 2013, increased to 47.5%,
compared to 45.3% in the prior year period. The expansion of our employed
physician base in recent periods, which requires additional investments in labor
and practice related costs, including infrastructure and physician support
staff, has contributed 1.4% of this increase. Contract labor costs for the nine
months ended June 30, 2013, increased 0.6% when compared to the prior year
period. Additionally, we have incurred increased costs associated with our
recent acquisitions and investments in other access points of care.

Supplies - Supplies expense for the nine months ended June 30, 2013, was $240.6
million, compared to $226.9 million in the prior year period. Excluding the
prior year net impact of certain prior period Medicare related adjustments,
supplies expense as a percentage of total acute care revenue for the nine months
ended June 30, 2013, increased to 17.5%, compared to 17.3% in the prior year
period.

Other operating expenses - Other operating expenses for the nine months ended
June 30, 2013, were $292.5 million, compared to $300.7 million in the prior year
period. Excluding the prior year net impact of certain prior period Medicare
related adjustments, other operating expenses as a percentage of total acute
care revenue for the nine months ended June 30, 2013, decreased to 21.3%,
compared to 22.9% in the prior year period. This decline is primarily due to a
reduction in professional fees associated with our supplemental Medicaid
reimbursement programs in Texas.

Medicare and Medicaid EHR incentives - Medicare and Medicaid EHR incentives for
the nine months ended June 30, 2013, totaled $11.2 million, compared to $8.0
million in the prior year period. The increase in our Medicare and Medicaid EHR
incentives is due to the timing of EHR implementation and meeting meaningful use
requirements by our facilities.

Rentals and leases - Rentals and leases expense for the nine months ended
June 30, 2013, was $39.4 million, compared to $33.0 million in the prior year
period. Excluding the prior year net impact of certain prior period Medicare
related adjustments, rentals and leases expense as a percentage of total acute
care revenue for the nine months ended June 30, 2013, increased to 2.9%,
compared to 2.5% in the prior year period. The increase in rentals and leases
expense is primarily associated with additional real estate leases supporting
our physician operations, along with our new St. Joseph campus in the Heights.

Health Choice

The following table and discussion sets forth, for the periods presented, the results of our Health Choice operations expressed in dollar terms and as a percentage of premium revenue. Such information has been derived from our unaudited condensed consolidated statements of operations.



                                                              Quarter Ended                   Quarter Ended                  Nine Months Ended                Nine Months Ended
                                                              June 30, 2013                   June 30, 2012                    June 30, 2013                    June 30, 2012
($ in thousands):                                        Amount        

Percentage Amount Percentage Amount Percentage

         Amount        Percentage
Premium revenue
Premium revenue                                         $ 139,804            100.0 %    $ 142,323            100.0 %    $  422,059            100.0 %    $  430,229            100.0 %
Costs and expenses
Salaries and benefits                                       6,090              4.4 %        5,363              3.8 %        17,620              4.2 %        16,447              3.8 %
Supplies                                                       40              0.0 %           72              0.1 %           142              0.0 %           185              0.0 %
Medical claims (1)                                        118,580             84.8 %      118,130             83.0 %       353,890             83.8 %       354,503             82.4 %
Other operating expenses                                    5,993              4.3 %        5,255              3.7 %        17,499              4.1 %        17,102              4.0 %
Rentals and leases                                            395              0.3 %          350              0.2 %         1,192              0.3 %         1,131              0.3 %
Depreciation and amortization                               1,029              0.7 %          876              0.6 %         3,096              0.8 %         2,676              0.6 %


Total costs and expenses                                  132,127             94.5 %      130,046             91.4 %       393,439             93.2 %       392,044             91.1 %

Earnings before income taxes                            $   7,677              5.5 %    $  12,277              8.6 %    $   28,620              6.8 %    $   38,185              8.9 %




(1) Medical claims paid to our hospitals of $1.9 million and $1.8 million for the

quarters ended June 30, 2013 and 2012, respectively, and $5.3 million and

$5.2 million for the nine months ended June 30, 2013 and 2012, respectively,

    are eliminated in our consolidated results.




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Quarters Ended June 30, 2013 and 2012


Premium revenue - Premium revenue was $139.8 million for the quarter ended
June 30, 2013, a decrease of $2.5 million or 1.8% compared to $142.3 million in
the prior year quarter. Member months declined 2.1% in the quarter ended
June 30, 2013, compared to the prior year quarter. The decline in member months
is primarily impacted by the state of Arizona's efforts to reduce Medicaid
enrollment, particularly related to childless adults.

Medical claims - Prior to eliminations, medical claims expense was $118.6
million for the quarter ended June 30, 2013, compared to $118.1 million in the
prior year quarter. Medical claims expense as a percentage of premium revenue
was 84.8% for the quarter ended June 30, 2013, compared to 83.0% in the prior
year quarter. The increase in medical claims expense as a percentage of premium
revenue is primarily due to increased costs and utilization that impacted the
quarter ended June 30, 2013.

Nine Months Ended June 30, 2013 and 2012


Premium revenue - Premium revenue was $422.1 million for the nine months ended
June 30, 2013, a decrease of $8.2 million or 1.9% compared to $430.2 million in
the prior year period. Member months declined 4.2% in the nine months ended
June 30, 2013, compared to the prior year period. The decline in member months
is primarily impacted by the state of Arizona's efforts to reduce Medicaid
enrollment, particularly related to childless adults.

Medical claims - Prior to eliminations, medical claims expense was $353.9
million for the nine months ended June 30, 2013, compared to $354.5 million in
the prior year period. Medical claims expense as a percentage of premium revenue
was 83.8% for the nine months ended June 30, 2013, compared to 82.4% in the
prior year period. The increase in medical claims expense as a percentage of
premium revenue is primarily due to changes in prior period development that
have impacted both the current and prior year periods, and increased costs and
utilization that impacted the nine months ended June 30, 2013.



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