**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**

_______________**FORM 10-K**_______________

| **(Mark One)** |  |                                                                 |
|----------------|--|-----------------------------------------------------------------|
| ** **     |  |                                                                 |
| **x**          |  | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF**            |
|           |  | **THE SECURITIES EXCHANGE ACT OF 1934**                         |
|           |  |                                                                 |
|           |  | **For the fiscal year ended June 30, 2009**                     |
|           |  |                                                                 |
|           |  | **OR**                                                          |
| ** **     |  |                                                                 |
| **o**          |  | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF**        |
|           |  | **THE SECURITIES EXCHANGE ACT OF 1934**                         |
|           |  |                                                                 |
|           |  | **For the transition period from ____________ to ____________** |

**Commission File Number: 333-71934**_______________
**VANGUARD HEALTH SYSTEMS, INC.******(Exact name of registrant as specified in its charter)

**Delaware**

**62-1698183**

*(State or other jurisdiction of incorporation or organization)*

* *

*(I.R.S. Employer Identification No.)*

**20 Burton Hills Boulevard, Suite 100Nashville, TN 37215**(Address and zip code of principal executive offices)

**(615) 665-6000**(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:   NoneSecurities Registered Pursuant to Section 12(g) of the Act:   None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYes ýNo
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.ýYes oNo

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (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.ýYes oNo

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant toRule 405 of the 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.)    Yeso   Noo

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of theregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.ý

     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.
 

 

 

Large accelerated filer o
 

Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)
 

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

     There were 749,550 shares of registrant’s common stock outstanding as of September 1, 2009 (all of which are privately owned and not traded on a public market).

     Documents incorporated by reference:  None
  
**VANGUARD HEALTH SYSTEMS, INC.ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS**

**PART I**

** **

**Page**

Item 1.

Business.....................................................................................................................................................

1

Item 1A.

Risk Factors...............................................................................................................................................

32

Item 1B.

Unresolved Staff Comments....................................................................................................................

50

Item 2.

Properties...................................................................................................................................................

51

Item 3.

Legal Proceedings.....................................................................................................................................

51

Item 4.

Submission of Matters to a Vote of Security Holders.........................................................................

52

 

 

**PART II**

 

Item 5.

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

53

Item 6.

Selected Financial Data............................................................................................................................

53

Item 7.

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

56

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk..........................................................

78

Item 8.

Financial Statements and Supplementary Data....................................................................................

80

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....

130

Item 9A(T).

Controls and Procedures.........................................................................................................................

130

Item 9B.

Other Information......................................................................................................................................

131

 

 

**PART III**

 

Item 10.

Directors, Executive Officers and Corporate Governance..................................................................

132

Item 11.

Executive Compensation..........................................................................................................................

137

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters...................................................................................................................

156

Item 13.

Certain Relationships and Related Transactions, and Director Independence...............................

158

Item 14.

Principal Accounting Fees and Services...............................................................................................

162

 

 

**PART IV**

 

Item 15.

Exhibits and Financial Statement Schedules.........................................................................................

163

 

 

**SIGNATURES**

.....................................................................................................................................................................

164

iii

**VANGUARD HEALTH SYSTEMS, INC.**

**CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**

        This annual report on Form 10-K contains “forward-looking statements” within the meaning of the federal securities laws that are intended to be covered bysafe harbors created thereby.  Forward-looking statements are those statements that are based upon management’s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentionsrelating to acquisitions, business trends and other information that is not historical information.  These statements are based upon estimates and assumptions made by the Company’s management that, although believed to be reasonable, are subject tonumerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected.  When used in this annual report on Form 10-K, the words “estimates,” “expects,””anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “continues,” or future or conditional verbs, such as “will,” “should,”“could” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements.

        These factors, risks and uncertainties include, among other things, statements relating to:

               •

 

Our high degree of leverage

               •

 

Our ability to incur substantially more debt

               •

 

Operating and financial restrictions in our debt agreements

               •

 

The impact of the tightened credit markets and economic recession on our ability to service or refinance our debt

               •

 

Our ability to successfully implement our business strategies

               •

 

Our ability to successfully integrate our recent and any future acquisitions

               •

 

The highly competitive nature of the healthcare industry

               •

 

Governmental regulation of the industry, including Medicare and Medicaid reimbursement levels

               •

 

Pressures to contain costs by managed care organizations and other insurers and our ability to negotiate acceptable terms with these third party payers

               •

 

Our ability to attract and retain qualified management and healthcare professionals, including physicians and nurses

               •

 

Potential federal or state reform of healthcare

               •

 

Future governmental investigations

               •

 

Potential management information systems failures and the significant costs of systems integrations

               •

 

The availability of capital to fund our corporate growth strategy

               •

 

Potential lawsuits or other claims asserted against us

               •

 

Our ability to maintain or increase patient membership and control costs of our managed healthcare plans

               •

 

Changes in general economic conditions, including the current U.S. economic recession, that could adversely impact our operating results, financial position and cash flows

               •

 

Our exposure to the increased amounts of and collection risks associated with uninsured accounts and the co-pay and deductible portions of insured accounts

               •

 

Cost of professional and general liability insurance and increases in the quantity and severity of professional liability claims

               •

 

Our ability to maintain and increase patient volumes and control the costs of providing services, including salaries and benefits, supplies and bad debts

               •

 

Our failure to comply, or allegations of our failure to comply, with applicable laws and regulations

               •

 

The geographic concentration of our operations

               •

 

Technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, healthcare services

               •

 

Potential substantial liabilities arising from unfavorable retrospective reviews by governmental or other payers of the medical necessity of medical procedures performed at our hospitals

               •

 

Lost future revenues from payer contract terminations resulting from their unfavorable retrospective

reviews of the medical necessity of medical procedures performed at our hospitals

        See “Item 1A – Risk Factors” for further discussion.  We assume no obligation to update any forward-looking statements.

iv

**PART I**

**Item 1.    Business.**

**Company Overview**

        We own and operate acute care hospitals, complementary outpatient facilities and related health plans principally located in urban and suburban markets. We currentlyoperate 15 acute care hospitals which, as of June 30, 2009, had a total of 4,135 beds in the following four locations:

                •  San Antonio, Texas

                •  metropolitan Phoenix, Arizona

                •  metropolitan Chicago, Illinois

                •  Massachusetts

        Historically, we have concentrated our operations in markets with high population growth and median income in excess of the national average. Our objective is to helpcommunities achieve health for life by delivering an ideal patient-centered experience in a highly reliable environment of care. We must continue to strengthen our financial operations to fund further investment in these communities. During the year ended June 30,2009, we generated revenues of $3,199.7 million. During this period 78.8% of our total revenues were derived from acute care hospitals and complementary outpatient facilities.

        Our general acute care hospitals offer a variety of medical and surgical services including emergency services, general surgery, internal medicine, cardiology,obstetrics, orthopedics and neurology. In addition, certain of our facilities provide on-campus and off-campus services including outpatient surgery, physical therapy, radiation therapy, diagnostic imaging and laboratory services. We also own three strategicallyimportant managed care health plans: a Medicaid managed health plan, Phoenix Health Plan, that served approximately 176,200 members as of June 30, 2009 in Arizona; Abrazo Advantage Health Plan, a managed Medicare and dual-eligible health plan that servedapproximately 2,800 members as of June 30, 2009 in Arizona; and MacNeal Health Providers a preferred provider network that served approximately 39,700 member lives in metropolitan Chicago as of June 30, 2009 under capitated contracts covering only outpatient andphysician services.

        We are a Delaware corporation formed in July 1997. Our principal executive offices are located at 20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee, 37215 andour telephone number at that address is (615) 665-6000.  Our corporate website address is www.vanguardhealth.com.  Information contained on our website does not constitute part of this Annual Report on Form 10-K.  The terms “we”,“our”, “the Company”, “us”, “registrant” and “Vanguard” as used in this report refer to Vanguard Health Systems, Inc. and its subsidiaries as a consolidated entity, except where it is clear from the contextthat such terms mean only Vanguard Health Systems, Inc.  “Subsidiaries” means direct and indirect corporate subsidiaries of Vanguard Health Systems, Inc. and partnerships, joint ventures and limited liability companies in which such subsidiaries arepartners or members.

**The Merger**

        On July 23, 2004, Vanguard executed an agreement and plan of merger (the “Merger Agreement”) with VHS Holdings LLC (“Holdings”) and Health SystemsAcquisition Corp., a newly formed Delaware corporation (“Acquisition Corp.”), pursuant to which on September 23, 2004 Acquisition Corp. merged with and into Vanguard, with Vanguard being the surviving corporation (the “Merger”). In the Merger,holders of the outstanding Vanguard capital stock, options to acquire Vanguard common stock and other securities convertible into Vanguard common stock received aggregate consideration of approximately $1,248.6 million.

        The Blackstone Group, together with its affiliates (collectively, “Blackstone”), funded the Merger in part by subscribing for and purchasing approximately$494.9 million aggregate amount of (1) Class A membership units in Holdings and (2) common stock of Acquisition Corp. (merged with and into Vanguard), in an amount equal to

1

$125.0 million of such common stock. In addition, Morgan Stanley Capital Partners, together with its affiliates (collectively, “MSCP”), subscribed for and purchased Class A membership units in Holdingsby contributing to Holdings a number of shares of Vanguard common stock equal to (1) $130.0 million divided by (2) the per share consideration payable for each share of Vanguard common stock in connection with the Merger.  Certain senior members of managementand certain other stockholders of Vanguard (the “Rollover Management Investors”) subscribed for and purchased Class A membership units in Holdings, having an aggregate purchase price of approximately $119.1 million, by (a) paying cash using the proceedsof consideration received in connection with the Merger and/or (b) contributing shares of Vanguard common stock in the same manner as MSCP. Baptist Health Services (“Baptist”), the former owner of our division, Baptist Health System of San Antonio, alsopurchased $5.0 million of Class A membership units in Holdings. Immediately after completion of the Merger in September 2004, Blackstone, MSCP (together with Baptist) and the Rollover Management Investors held approximately 66.1%, 18.0% and 15.9%, respectively, ofthe common equity of Vanguard (most of which is indirectly held through the ownership of the Class A membership units in Holdings). Certain members of senior management also purchased $5.7 million of the equity incentive units in Holdings.

**Our Mission and Business Strategies**

        Our mission is to help communities achieve health for life. We expect to change the way healthcare is delivered in our communities through our corporate and regionalbusiness strategies. We have established a corporate values framework that includes safety, excellence, respect, integrity and accountability to support both our mission and the corporate and regional business strategies that will define our future success. Some ofthe more key elements of our business strategy are outlined below.

        *Delivery of an ideal patient-centered experience*

        We expect all of our facilities to provide the best available experience for our patients.  To achieve this goal, we must create a highly reliable environment ofcare that yields superior safety and quality outcomes. We have implemented and will continue to implement various programs to improve the quality of care we provide including our patient safety initiative. We are working with an external consulting group to implementa company-wide patient safety model that will combine information technology advancement such as bedside medication barcoding with nursing process improvements to create a high reliability organization. Our commitment to quality of care starts at the top of ourorganization and spreads to all levels. Not only must our care be reliable, but our care must also be efficient and compassionate.

        Providing efficient and compassionate care requires collaboration and open communication lines between the patients, physicians, nurses and payers. We have implementedbest practices to provide our patients quick access to key services they need to improve their health. We have rapid response teams and hourly nurse rounding in place at all of our hospitals to ensure that any patient health issues are communicated and addressed in atimely manner. We have invested and will continue to invest significant capital to strengthen information technology within our facilities that enable physicians, nurses and other clinicians to coordinate patient care from the time the patients arrive at ourfacilities to the time they leave.

        We have implemented a comprehensive patient satisfaction monitoring program to measure our success in providing an ideal patient-centered experience. The patientsatisfaction results are shared with all of our leadership teams and are a component of incentive compensation plans for those leaders.

        *Nurse leadership initiatives*

        Our most valuable resource in improving the health of our patients is our nurse workforce. We are in the early stages of implementing a nursing professional practicemodel that will transform our delivery of patient care. This externally-validated model incorporates leadership, clinical practice, professional development and interdisciplinary collaboration to foster nursing practice that is evidence-based, innovative andpatient-focused. The model will identify the most important goals to achieve clinical excellence and will incorporate best practices and process input from all levels within the nursing organization. The goals established as part of the model will be formallymeasured against nationally recognized sources for core measure benchmarking and will establish nursing peer reviews and detailed action plans to improve upon any areas where goals are not met.

2

        The success of this model depends upon our ability to gain the trust and loyalty of our nurse leadership teams and line staff. We will continue to invest in nurserecruiting and retention programs that provide our nurses clinical advancement opportunities, preceptor and training programs, work-life balance flexibility and competitive compensation necessary to engage our nurses in this professional practice model. We arecurrently considering initiatives such as talent evaluations, coaching programs, premier preceptor programs and hospital nurse advisory councils to incorporate into our professional practice model. We believe that an engaged nurse workforce that shares our values andcommitment to exemplary nursing care will improve the care experience for our patients, inspire the confidence of physicians practicing in our hospitals and reduce our financial costs of replacing nursing professionals or utilizing costly temporary nursing resources.We will utilize comprehensive nurse satisfaction surveys to measure whether the model is being embraced by the nursing staff and if the initiatives included in the model result in a more engaged workforce.

        *Physician collaboration and alignment*

        In order to help our communities achieve health for life, we must work collaboratively with physicians to provide clinically superior healthcare services. The first stepin this process is to ensure that physician resources are available to provide the necessary services to our patients. During fiscal 2009, we recruited approximately 150 physicians to the communities we serve through both employment and non-employment initiatives.During fiscal 2010, we expect to recruit approximately 200 additional physicians primarily through employment arrangements. Most of these recruiting initiatives relate to primary care or hospitalist physicians, but certain specialists will also be targeted suchas:  cardiovascular, neurology, obstetrics/gynecology, orthopedics and urology. We will continue to provide significant corporate and regional resources to assist in the relocation and management of these new physician practices.

        Delivering an ideal patient-centered experience requires that we align the goals of the physicians who practice in our hospitals to the goals previously discussed in ournursing professional practice model while respecting physician care decisions and methods of practice. We have implemented multiple initiatives including physician leadership councils, physician training programs and information technology upgrades to ease the flowof on-site and off-site communication between physicians, nurses and patients in order to effectively align the interest of all patient caregivers. These initiatives are just some of those included in our clinical integration roadmap.

        Two significant initiatives that are currently underway to achieve physician alignment are our employed hospitalist strategy and our medical officer leadership strategy.We have currently implemented our new hospitalist model in most of our Arizona hospitals and are beginning implementation in a second market. We intend to commit significant resources during fiscal 2010 to grow our employed hospitalist program. We believe thathospitalists provide an effective means through which care can be coordinated between specialist physicians and our nursing staff. The existence of a strong, reputable group of hospitalists provides confidence to admitting physicians that their patients will receivehigh-quality, coordinated care on a 24-hour, 7-day basis while in our hospitals. The hospitalist model should improve patient satisfaction due to the increase in the number of specialized physician encounters the patients experience. To facilitate care standards forour physicians, we have established chief medical officers at each of our corporate, regional and hospital levels. These officers work with our physician leadership councils to drive our quality of core initiatives. We will continue to utilize physician satisfactionsurveys and physician leadership council discussions to measure our physician integration success.

        *Expansion of services and care efficiencies*

        We continue to identify services that are in demand in the communities we serve that we do not provide or else only provide on a limited basis. Some of our moresignificant planned service additions during fiscal year 2010 include the following:  women’s and children’s services in Phoenix; radiology and urology services in Chicago; cardiology services in Massachusetts and orthopedics and women’sservices in San Antonio. We also plan to launch standardization projects for our emergency and operating room departments across the company during fiscal 2010 that will result in process improvements, better patient throughput and more satisfied patients.

        One area where we plan to use technology to improve care efficiencies is in our intensive care units. Due to shortages in the availability of intensivists, we are workingto implement electronic intensive care units (“EICUs”) at certain of our hospitals. EICUs will provide constant monitoring of intensive care patients even when an intensivist

3

is not available at the bedside and will enhance communications to both the hospitalist and the specialty physicians of patient conditions. We expect this initiative to improve lengths of stay by shortening thetransition time between intensive care beds and general beds and to improve mortality rates.

        *Strengthening our financial operations to fund continuing community investment*

        In order to continue to invest in the capital, information and human resources necessary to improve health in our communities, we must continue to generate strongfinancial returns. We believe that payment mechanisms for hospital providers will continue to transition during the upcoming years, and hospitals will need to transform their delivery of care in order to be successful. We expect to combine a population healthstrategy with a complex clinical program strategy based on fee for episode as reimbursement transitions away from fee for service. Additionally, quality of care measures have become an increasingly important factor in governmental and managed care reimbursement. Wemonitor core measures and other quality of care indicators on a monthly basis and continuously implement process improvements to improve clinical quality.

        Many payers, including Medicare and several large managed care organizations, currently require providers to report certain quality measures in order to receive the fullamount of payment increases that were awarded automatically in the past. For federal fiscal year 2010, Medicare expanded the number of quality measures to 47 from 43 during federal fiscal year 2009. These measures include risk-adjusted outcomes measures such as30-day mortality measures for patients who suffered a heart attack, heart failure or pneumonia; additional measures related to patients who underwent surgical procedures such as hospital-acquired infections data; and several patient satisfaction indicators. Manylarge managed care organizations have developed quality measurement criteria that are similar to or even more stringent than the Medicare requirements. We believe that pay for performance reimbursement will continue to evolve, and that quality measure scoresthemselves will determine reimbursement. This is evidenced by the Center for Medicare Services’ (“CMS”) new reforms effective October 1, 2008 that took the first steps toward preventing Medicare from making additional payments to hospitals fortreating patients that acquired one of eleven identified hospital-acquired conditions during a hospital stay.

        In addition to meeting the reporting or adherence requirements related to core measure scores, we must also continue to successfully negotiate favorable payment rateswith our most significant managed care payers. Our service expansion initiatives and organic market growth gives us an expanded presence in the markets we serve and provides opportunities for us to negotiate better rates with these managed care organizations. Duringfiscal 2009, our San Antonio hospitals also were awarded participation in the CMS ACE demonstration project for cardiology and orthopedic services. We believe that this reimbursement program will be beneficial to us if we are able to efficiently manage the care ofthose patients.

**Our Competitive Strengths**

       *Concentrated Local Market Positions in Attractive Markets*

        We believe that our markets are attractive because of their favorable demographics, competitive landscape, payer mix and opportunities for expansion. Ten of our 15hospitals are located in markets with long-term population growth rates in excess of the national average and all of our acute care hospitals are located in markets in which the median household income is above the national average. For the fiscal year ended June 30,2009, we derived approximately 67% of our total revenues from the San Antonio and metropolitan Phoenix markets, which have high long-term growth projections. Our facilities in these markets primarily serve Bexar County, Texas, which encompasses most of themetropolitan San Antonio area and Maricopa County, Arizona, which encompasses most of the metropolitan Phoenix area. Our strong market positions provide us with opportunities to offer integrated services to patients, receive more favorable reimbursement terms from abroader range of third party payers and realize regional operating efficiencies. The U.S. Census Bureau projects that the number of individuals aged 65 and older will increase by an average of 3.0% each year during the years 2010 to 2020 so that those individualsaged 65 and older would represent approximately 18.6% of the total U.S. population by 2020. Our presence in high growth markets combined with the general aging of the United States population and expected longer life expectancies should result in higher demand forhealthcare services and provide growth opportunities for us well into the future.

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*       Strong Management Team with Significant Equity Investment*

        Our senior management has an average of more than 20 years of experience in the healthcare industry at various organizations, including OrNda Healthcorp, HCA Inc. andHealthTrust, Inc. Many of our senior managers have been with Vanguard since its founding in 1997, and 11 of our 20 members of senior management have worked together managing healthcare companies for up to 30 years, either continuously or from time to time. Inconnection with consummation of the Merger, the Rollover Management Investors purchased Class A membership units in Holdings having an aggregate purchase price of approximately $119.1 million which then represented approximately 15.9% of our equityinterests.

       *Proven Ability to Complete and Integrate Acquisitions*

        Including our first acquisition in 1998, we have selectively acquired 18 hospitals, 12 of which were formerly not-for-profit hospitals. We have subsequently sold 3 ofthese hospitals and ceased acute care operations in another. We believe our success in completing acquisitions is due in large part to our disciplined approach to making acquisitions. Prior to completing an acquisition, we carefully review the operations of thetarget facility and develop a strategic plan to improve performance. We have routinely rejected acquisition candidates that did not meet our financial and operational criteria.

        We believe our historical performance demonstrates our ability to identify underperforming facilities and improve the operations of acquired facilities. When we acquire ahospital, we generally implement a number of measures to lower costs, and we often make significant investments in the facility to expand existing services and introduce new services, strengthen the medical staff and improve our overall market position. We expect tocontinue to grow revenues and profitability in the markets in which we operate by improving quality of care, increasing the depth and breadth of services provided and through the implementation of additional operational enhancements.

**The Markets We Serve**

       *San Antonio, Texas*

        In the San Antonio market, as of June 30, 2009, we owned and operated 5 hospitals with a total of 1,741 licensed beds and related outpatient service locationscomplementary to the hospitals. We acquired these hospitals in January 2003 from the non-profit Baptist Health Services (formerly known as Baptist Health System) and continue to operate the hospitals as the Baptist Health System. The acquisition followed our strategyof acquiring a significant market share in a growing market, San Antonio, Texas. Our facilities primarily serve the residents of Bexar County which encompasses most of the metropolitan San Antonio area.

        During the years ended June 30, 2008 and 2009, we generated approximately 32.1% and 29.6% of our total revenues, respectively, in this market. We have investedapproximately $461.0 million of capital in this market since we purchased these hospitals.

       *Metropolitan Phoenix, Arizona*

        In the Phoenix market, as of June 30, 2009, we owned and operated 5 hospitals with a total of 988 licensed beds and related outpatient service locations complementary tothe hospitals, a prepaid Medicaid managed health plan, Phoenix Health Plan (“PHP”), and a managed Medicare and dual-eligible health plan, Abrazo Advantage Health Plan (“AAHP”). Phoenix is the fifth largest city in the U.S. and has been one ofthe fastest growing major metropolitan areas during the past ten years. Our facilities primarily serve the residents of Maricopa County, which encompasses most of the metropolitan Phoenix area.

        During the years ended June 30, 2008 and 2009, exclusive of PHP and AAHP, we generated approximately 18.8% and 17.9% of our total revenues, respectively, in this market.Three of our hospitals in this market were formerly not-for-profit hospitals. We believe that payers will choose to contract with us in order to give their enrollees a comprehensive choice of providers in the western and northern Phoenix areas. Recently, we havenegotiated improvements in our payer rates at our Phoenix hospitals generally, and Arizona’s state Medicaid program remains a comprehensive provider of healthcare coverage to low income individuals and families. We

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believe our network strategy will position us to continue to negotiate favorable rate increases with managed care payers and to build upon our network’s comprehensive range of integrated services. Inaddition, our ownership of PHP and AAHP will allow us to enroll eligible patients, who would not otherwise be able to pay for healthcare services, into our health plan or into other state-approved plans.

       *Metropolitan Chicago, Illinois*

        In the Chicago metropolitan area, as of June 30, 2009, we owned and operated 2 hospitals with 766 licensed beds, and related outpatient service locations complementary tothe hospitals. Weiss Hospital is operated by us in a consolidated joint venture corporation in which we own 80.1% and the University of Chicago Hospitals owns 19.9% of the equity interests. During the years ended June 30, 2008 and 2009, we generated approximately14.9% and 14.6%, respectively, of our total revenues in this market.

        We chose MacNeal Hospital and Weiss Hospital, both former not-for-profit facilities, as our first two entries into the largely not-for-profit metropolitan Chicago area.Both MacNeal and Weiss Hospitals are large, well-equipped, university-affiliated hospitals with strong reputations and medical staffs. We believe we have captured a large share of the patients in MacNeal Hospital’s immediate surrounding service area, whichencompasses the cities of Berwyn and Cicero, Illinois. MacNeal offers tertiary services such as open heart surgery that patients would otherwise have to travel outside the local community to receive. We have also established fully-integrated healthcare systems atMacNeal and Weiss Hospitals by operating free-standing primary care and occupational medicine centers and a large commercial reference laboratory. As of June 30, 2009, these health systems employed 67 physicians including 32 primary care physicians. Our network of 21primary care and occupational medicine centers allows us to draw patients to MacNeal and Weiss from around the metropolitan Chicago area. Both hospitals partner with various medical schools, the most significant being the University of Chicago Medical School and theUniversity of Illinois Medical School, to provide medical training through residency programs in multiple specialties. In addition, MacNeal Hospital runs a successful free-standing program in family practice, one of the oldest such programs in the state of Illinois,and Weiss Hospital also runs a successful free-standing residency program in internal medicine. Our medical education programs help us to attract quality physicians to both the hospitals and our network of primary care and occupational medicine centers.

       *Massachusetts*

        In Massachusetts, as of June 30, 2009, we owned and operated 3 hospitals with a total of 640 licensed beds and related healthcare services complementary to the hospitals.These hospitals include Saint Vincent Hospital located in Worcester and MetroWest Medical Center, a two-campus hospital system comprised of Framingham Union Hospital in Framingham and Leonard Morse Hospital in Natick. These hospitals were acquired by us on December31, 2004. We believe that opportunities for growth through increased market share exist in the Massachusetts area through the possible addition of new services, partnerships and the implementation of a strong primary care physician strategy. During the years endedJune 30, 2008 and 2009, the Massachusetts facilities represented 19.7% and 18.3% of our total revenues, respectively.

        Saint Vincent Hospital, located in Worcester, is a 321-bed teaching hospital with an extensive residency program. Worcester is located in central Massachusetts and is thesecond largest city in Massachusetts. The service area is characterized by a patient base that is older, more affluent and well-insured. Saint Vincent Hospital is focused on strengthening its payer relationships, developing its primary care physician base andexpanding its offerings in cardiology, orthopedics, radiology and minimally-invasive surgery capabilities.

        MetroWest Medical Center’s two campus system has a combined total of 319 licensed beds with locations in Framingham and Natick, in the suburbs west of Boston. Thesefacilities serve communities that are generally well-insured. We are seeking to develop strong ambulatory care capabilities in these service areas, as well as to expand our oncology, radiology, women’s services and cardiology services.

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**Our Facilities**

        We owned and operated 15 acute care hospitals as of June 30, 2009. The following table contains information concerning our hospitals:

**Hospital**

**City**

**Licensed Beds**

** **

**Date Acquired**

 

**Texas**

 

 

 

Baptist Medical Center

San Antonio

636

January 1, 2003

Northeast Baptist Hospital

San Antonio

367

January 1, 2003

North Central Baptist Hospital

San Antonio

268

January 1, 2003

Southeast Baptist Hospital

San Antonio

175

January 1, 2003

St. Luke’s Baptist Hospital

San Antonio

295

January 1, 2003

 

 

 

**Arizona**

 

 

Maryvale Hospital

Phoenix

232

June 1, 1998

Arrowhead Hospital

Glendale

220

June 1, 2000

Phoenix Baptist Hospital

Phoenix

236

June 1, 2000

Paradise Valley Hospital

Phoenix

136

November 1, 2001

West Valley Hospital (1)

Goodyear

164

September 4, 2003

 

 

 

 

 

**Illinois**

MacNeal Hospital

Berwyn

427

February 1, 2000

Louis A. Weiss Memorial Hospital (2)

Chicago

339

June 1, 2002

 

 

 

 

 

**Massachusetts**

MetroWest Medical Center – Leonard Morse Hospital

Natick

141

December 31, 2004

MetroWest Medical Center  - Framingham Union Hospital

Framingham

178

December 31, 2004

Saint Vincent Hospital at Worcester Medical Center

Worcester

321

December 31, 2004

 

 

 

 

Total Licensed Beds

4,135

 

 

 

____________________

(1)

This hospital was constructed, not acquired.

 

 

(2)

This hospital is operated by us in a consolidated joint venture corporation in which we own 80.1% of the equity interests and the University of Chicago Hospitals owns 19.9% of the equity interests.

        In addition to the hospitals listed in the table above, as of June 30, 2009, we owned certain outpatient service locations complementary to our hospitals and two surgerycenters in Orange County, California. We also own and operate a limited number of medical office buildings in conjunction with our hospitals which are primarily occupied by physicians practicing at our hospitals.

**Our Hospital Operations**

       *Acute Care Services*

        Our hospitals typically provide the full range of services commonly available in acute care hospitals, such as internal medicine, general surgery, cardiology, oncology,neurosurgery, orthopedics, obstetrics, diagnostic and emergency services, as well as select tertiary services such as open-heart surgery and level II and III neonatal intensive care. Our hospitals also generally provide outpatient and ancillary healthcare servicessuch as outpatient surgery, laboratory, radiology, respiratory therapy and physical therapy. We also provide outpatient services at our imaging centers and ambulatory surgery centers. Certain of our hospitals have a limited number of psychiatric, skilled nursing andrehabilitation beds.

7

       *Management and Oversight*

        Our senior management team has extensive experience in operating multi-facility hospital networks and plays a vital role in the strategic planning for our facilities. Ahospital’s local management team is generally comprised of a chief executive officer, chief operating officer, chief financial officer and chief nursing officer. Local management teams, in consultation with our corporate staff, develop annual operating planssetting forth revenue growth strategies through the expansion of offered services and the recruitment of physicians in each community, as well as plans to improve operating efficiencies and reduce costs. We believe that the ability of each local management team toidentify and meet the needs of our patients, medical staffs and the community as a whole is critical to the success of our hospitals. We base the compensation for each local management team in part on its ability to achieve the goals set forth in the annual operatingplan, including quality of care, patient satisfaction and financial measures.

        Boards of trustees at each hospital, consisting of local community leaders, members of the medical staff and the hospital chief executive officer, advise the localmanagement teams. Members of each board of trustees are identified and recommended by our local management teams and serve three-year staggered terms. The boards of trustees establish policies concerning medical, professional and ethical practices, monitor thesepractices and ensure that they conform to our high standards. We have recently formed Physician Advisory Councils at each of our hospitals that focus on quality of care, clinical integration and other issues important to physicians and make recommendations to theboards of trustees as necessary. We maintain company-wide compliance and quality assurance programs and use patient care evaluations and other assessment methods to support and monitor quality of care standards and to meet accreditation and regulatoryrequirements.

        We also provide support to the local management teams through our corporate resources in areas such as revenue cycle, business office, legal, managed care, clinicalefficiency, physician services and other administrative functions. These resources also allow for sharing best practices and standardization of policies and processes among all of our hospitals.

       *Attracting Patients*

        We believe that the most important factors affecting a patient’s choice in hospitals are the reputation of the hospital’s nursing staff for delivering qualitycare, the availability and expertise of physicians caring for patients at the facility and the location and convenience of the hospital. Other factors that affect utilization include local demographics and population growth, local economic conditions and thehospital’s success in contracting with a wide range of local payers.

       *Outpatient Services*

        The healthcare industry has experienced a general shift during recent years from inpatient services to outpatient services as Medicare, Medicaid and managed care payershave sought to reduce costs by shifting lower-acuity cases to an outpatient setting. Advances in medical equipment technology and pharmacology have supported the shift to outpatient utilization, which has resulted in an increase in the acuity of inpatient admissions.However, we expect inpatient admissions to recover over the long-term as the baby boomer population reaches ages where inpatient admissions become more prevalent. We have responded to the shift to outpatient services through expanding service offerings and increasingthe throughput and convenience of our emergency departments, outpatient surgery facilities and other ancillary units in our hospitals. We also own two ambulatory surgery centers in Orange County, California, interests in diagnostic imaging centers in San Antonio,Texas, outpatient diagnostic imaging centers in metropolitan Phoenix, Arizona and a network of primary care and occupational medicine centers in metropolitan Chicago, Illinois. We continually upgrade our resources, including procuring excellent physicians and nursingstaff and utilizing technologically advanced equipment, to support our comprehensive service offerings to capture inpatient volumes from the baby boomers. We have focused on core services including cardiology, neurology, oncology, orthopedics and women’sservices. We also operate sub-acute units such as rehabilitation, skilled nursing facilities and psychiatric services, where appropriate, to meet the needs of our patients while increasing volumes and increasing care management efficiencies.

8

       *Operating Statistics*

        The following table sets forth certain operating statistics from continuing operations for the periods indicated. Acute care hospital operations are subject tofluctuations due to seasonal cycles of illness and weather, including increased patient utilization during the cold weather months and decreases during holiday periods.

 

 

 

**Year Ended June 30,**

 

 

 
****
 

 

 

**2005**

 

 

**2006**

 

 

 

**2007**

 

 

**2008**

 

 

**2009**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of hospitals at end of period (a)

 

 

15

 

 

15

 

 

 

15

 

 

15

 

15

Number of licensed beds at end of period (b)               

 

 

3,907

 

 

3,937

 

 

 

4,143

 

 

4,181

 

4,135

Discharges (c)

 

 

147,798

 

 

162,446

 

 

 

166,873

 

 

169,668

 

167,880

Adjusted discharges - hospitals (d)

 

 

231,322

 

 

261,056

 

 

 

264,698

 

 

270,076

 

274,767

Average length of stay (days) (e)

 

 

4.2

 

 

4.3

 

 

 

4.3

 

 

4.3

 

4.2

Average daily census (f)

 

 

1,708

 

 

1,921

 

 

 

1,978

 

 

2,008

 

1,945

Net patient revenue per adjusted hospital discharge (g)

$

6,859

$

7,319

$

7,766

$

8,110

$

8,623

Total surgeries (h)

 

 

101,368

 

113,043

 

 

113,833

 

110,877

 

114,348

Member lives (i)

146,700

146,200

145,600

 

149,600

 

218,700

____________________

(a)

 

The number of hospitals at the end of each period represents hospitals included in continuing operations.

 

 

 

(b)

 

Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency.

 

 

 

(c)

 

Represents the total number of patients discharged (in the facility for an overnight stay) from our hospitals and is used by management and certain investors as a general measure of inpatient volumes.

 

 

 

(d)

 

Adjusted discharges-hospitals is used by management and certain investors as a general measure of combined inpatient and outpatient volumes and is computed by multiplying discharges by the sum of gross hospital inpatient andoutpatient revenues and then dividing the result by gross hospital inpatient revenues. This computation enables management to assess hospital volumes by a combined measure of inpatient and outpatient volumes.

 

 

 

(e)

 

Average length of stay represents the average number of days admitted patients stay in our hospitals.

 

 

 

(f)

 

Average daily census represents the average number of patients in our hospitals each day during our ownership.

 

 

 

(g)

 

Net revenue per adjusted hospital discharge is calculated by dividing hospital net patient revenues by hospital adjusted discharges and measures the average net payment expected to be received for apatient’s hospital stay.

(h)

Total surgeries represent the sum of inpatient surgeries and outpatient surgeries performed at our hospitals or ambulatory surgery centers.

 

 

 

(i)

 

Member lives represents the total number of enrollees in our Arizona prepaid managed health plans and our Chicago capitated health plan as of the end of the respective period.

**Our Health Plan Operations**

       *Phoenix Health Plan*

        In addition to our hospital operations, we own three health plans. PHP is a prepaid Medicaid managed health plan that currently serves nine counties in the Phoenix,Arizona area. We acquired PHP in May 2001. We are able to enroll eligible patients in our hospitals into PHP or other approved Medicaid managed health plans who otherwise would not be able to pay for their hospital expenses. We believe the volume of patientsgenerated through our health plans will help attract quality physicians to the communities our hospitals serve.

        For the year ended June 30, 2009, we derived approximately $577.7 million of our total revenues from PHP. PHP had approximately 176,200 enrollees as of June 30, 2009, andderives substantially all of its revenues through a contract with the Arizona Health Care Cost Containment System (“AHCCCS”), which is Arizona’s state Medicaid

9

program. The contract requires PHP to arrange for healthcare services for enrolled Medicaid patients in exchange for monthly capitation payments and supplemental payments from AHCCCS. PHP subcontracts withphysicians, hospitals and other healthcare providers to provide services to its enrollees. These services are provided regardless of the actual costs incurred to provide these services. We receive reinsurance and other supplemental payments from AHCCCS to covercertain costs of healthcare services that exceed certain thresholds.

        As part of its contract with AHCCCS, PHP is required to maintain a performance guarantee in the amount of $40.0 million. Vanguard maintains this performance guarantee onbehalf of PHP in the form of surety bonds totaling $40.0 million with independent third party insurers that expire on October 1, 2009. We were also required to arrange for $5.0 million in letters of credit to collateralize our $40.0 million in surety bonds with thethird party insurers. The amount of the performance guaranty that AHCCCS requires is based upon the membership in the health plan and the related capitation amounts paid to us.

        Our current contract with AHCCCS commenced on October 1, 2008 and covers members in nine Arizona counties: Apache, Conconino, Gila, Maricopa, Mohave, Navajo, Pima, Pinaland Yavapai. This contract covers the three-year period beginning October 1, 2008 and ending September 30, 2011. Our previous contract with AHCCCS covered only Gila, Maricopa and Pinal counties. AHCCCS has the option to renew the new contract, in whole or in part,for two additional one-year periods commencing on October 1, 2011 and on October 1, 2012.

       *Abrazo Advantage Health Plan*

        Effective January 1, 2009, AAHP became a Medicare Advantage Prescription Drug Special Needs Plan provider under a contract with CMS. This allows AAHP to offer Medicareand Part D drug benefit coverage for Medicare members and dual-eligible members (those that are eligible for Medicare and Medicaid). PHP has historically served dual-eligible members through its AHCCCS contract. As of June 30, 2009, approximately 2,800 members wereenrolled in AAHP, most of whom were previously enrolled in PHP. For the year ended June 30, 2009, we derived approximately $40.1 million of our total revenues from AAHP.

       *MacNeal Health Providers*

        The operations of MHP are somewhat integrated with our MacNeal Hospital in Berwyn, Illinois. For the year ended June 30, 2009, we derived approximately $60.2 million ofour total revenues from MHP. MHP generates revenues from its contracts with health maintenance organizations from whom it took assignment of capitated member lives as well as third party administration services for other providers. As of June 30, 2009, MHP hadcontracts in effect covering approximately 39,700 capitated member lives. Such capitation is limited to physician services and outpatient ancillary services and does not cover inpatient hospital services. We try to utilize MacNeal Hospital and its medical staff asmuch as possible for the physician and outpatient ancillary services that are required by such capitation arrangements. Revenues of MHP are dependent upon health maintenance organizations in the metropolitan Chicago area continuing to assign capitated-member lives tohealth plans like MHP as opposed to entering into direct fee-for-service arrangements with healthcare providers.

**Competition**

        The hospital industry is highly competitive. We currently face competition from established, not-for-profit healthcare systems, investor-owned hospital companies, largetertiary care hospitals, specialty hospitals and outpatient service providers. In the future, we expect to encounter increased competition from companies, like ours, that consolidate hospitals and healthcare companies in specific geographic markets. Continuedconsolidation in the healthcare industry will be a leading factor contributing to increased competition in our current markets and markets we may enter in the future. Due to the shift to outpatient care and more stringent payer-imposed pre-authorization requirementsduring the past few years, most hospitals have significant unused capacity resulting in increased competition for patients. Many of our competitors are larger than us and have more financial resources available than we do. Other not-for-profit competitors haveendowment and charitable contribution resources available to them and can purchase equipment and other assets on a tax-free basis.

        One of the most important factors in the competitive position of a hospital is its location, including its geographic coverage and access to patients. A locationconvenient to a large population of potential patients or a

10

wide geographic coverage area through hospital networks can make a hospital significantly more competitive. Another important factor is the scope and quality of services a hospital offers, whether at a singlefacility or a network of facilities, compared to the services offered by its competitors. A hospital or network of hospitals that offers a broad range of services and has a strong local market presence is more likely to obtain favorable managed care contracts. Weintend to evaluate changing circumstances in the geographic areas in which we operate on an ongoing basis to ensure that we offer the services and have the access to patients necessary to compete in these managed care markets and, as appropriate, to form our own, orjoin with others to form, local hospital networks.

        A hospital’s competitive position also depends in large measure on the quality and specialties of physicians associated with the hospital. Physicians refer patientsto a hospital primarily on the basis of the quality and breadth of services provided by the hospital, the quality of the nursing staff and other professionals affiliated with the hospital, the hospital’s location and the availability of modern equipment andfacilities. Although physicians may terminate their affiliation with our hospitals, we seek to retain physicians of varied specialties on our medical staffs and to recruit other qualified physicians by maintaining or improving our level of services and providingquality facilities, equipment and nursing care for our patients.

        Another major factor in the competitive position of a hospital is the ability of its management to obtain contracts with managed care plans and other group payers. Theimportance of obtaining managed care contracts has increased in recent years due primarily to consolidations of health plans and is expected to continue to increase as private and government payers increasingly turn to managed care organizations to help controlrising healthcare costs. Our markets have experienced significant managed care penetration. The revenues and operating results of our hospitals are significantly affected by our hospitals’ ability to negotiate favorable contracts with managed care plans. Healthmaintenance organizations and preferred provider organizations use managed care contracts to encourage patients to use certain hospitals in exchange for discounts from the hospitals’ established charges. Traditional health insurers and large employers also areinterested in containing costs through similar contracts with hospitals.

        The hospital industry and our hospitals continue to have significant unused capacity. Inpatient utilization, average lengths of stay and average occupancy rates havehistorically been negatively affected by payer-required pre-admission authorization, utilization review and payer pressure to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Admissions constraints, payer pressures andincreased competition are expected to continue. We expect to meet these challenges first and foremost by our continued focus on our previously discussed quality of care initiatives, which should increase patient, nursing and physician satisfaction. We also may expandour outpatient facilities, strengthen our managed care relationships, upgrade facilities and equipment and offer new or expanded programs and services.

**Employees and Medical Staff**

        As of June 30, 2009, we had approximately 19,200 employees, including approximately 2,100 part-time employees. Approximately 1,600 of our full-time employees at our threeMassachusetts hospitals are unionized.  Overall, we consider our employee relations to be good. While some of our non-unionized hospitals experience union organizing activity from time to time, we do not currently expect these efforts to materially affect ourfuture operations. Our hospitals, like most hospitals, have experienced labor costs rising faster than the general inflation rate.

        While the national nursing shortage has abated somewhat as a result of the weakended U.S. economy, certain pockets of the markets we serve continue to have limitedavailable nursing resources. Nursing shortages often result in our using more contract labor resources to meet increased demand especially during the peak winter months. We expect our nurse leadership and recruiting initiatives to mitigate the impact of the nursingshortage. These initiatives include more involvement with nursing schools, participation in more job fairs, recruiting nurses from abroad, implementing preceptor programs, providing flexible work hours, improving performance leadership training, creating awareness ofour quality of care and patient safety initiatives and providing competitive pay and benefits. We anticipate that demand for nurses will continue to exceed supply especially as the baby boomer population reaches the ages where inpatient stays become more frequent. Wecontinue to implement best practices to reduce turnover and to stabilize our nursing workforce over time.

11

        One of our primary nurse recruiting strategies for our San Antonio hospitals is our continued investment in the Baptist Health System School of Health Professions(“SHP”), our nursing school in San Antonio. SHP offers seven different healthcare educational programs with its greatest enrollment in the professional nursing program. SHP trains approximately 450 students each year. The majority of these students havehistorically chosen permanent employment with our hospitals. We have changed SHP’s nursing program from a diploma program to a degree program and may improve other SHP programs in future periods. We completed the necessary steps during fiscal 2009 to make SHPstudents eligible for participation in the Pell Grant and other federal grant and loan programs. We expect these enhancements will make SHP more attractive to potential students.

        Our hospitals grant staff privileges to licensed physicians who may serve on the medical staffs of multiple hospitals, including hospitals not owned by us. A physicianwho is not an employee can terminate his or her affiliation with our hospital at any time. Although we employ a growing number of physicians, a physician does not have to be our employee to be a member of the medical staff of one of our hospitals. Any licensedphysician may apply to be admitted to the medical staff of any of our hospitals, but admission to the staff must be approved by each hospital’s medical staff and board of trustees in accordance with established credentialing criteria. Under state laws and otherlicensing standards, hospital medical staffs are generally self-governing organizations subject to ultimate oversight by the hospital’s local governing board. Although we were generally successful in our physician recruiting efforts during fiscal 2009, we facecontinued challenges in some of our markets to recruit certain types of physician specialists who are in high demand. We expect that our previously described physician recruiting and alignment initiatives will make our hospitals more desirable environments in whichmore physicians will choose to practice.

**Compliance Program**

        We voluntarily maintain a company-wide compliance program designed to ensure that we maintain high standards of ethics and conduct in the operation of our business andimplement policies and procedures so that all our employees act in compliance with all applicable laws, regulations and company policies. The organizational structure of our compliance program includes oversight by our board of directors and a high-level corporatemanagement compliance committee. The board of directors and compliance committee are responsible for ensuring that the compliance program meets its stated goals and remains up-to-date to address the current regulatory environment and other issues affecting thehealthcare industry. Our Senior Vice President of Compliance and Ethics reports jointly to our Chairman and Chief Executive Officer and to our board of directors, serves as our Chief Compliance Officer and is charged with direct responsibility for the day-to-daymanagement of our compliance program. Other features of our compliance program include Regional Compliance Officers who report to our Chief Compliance Officer in all four of our operating regions, initial and periodic ethics and compliance training and effectivenessreviews, a toll-free hotline for employees to report, without fear of retaliation, any suspected legal or ethical violations, annual “fraud and abuse” audits to examine all of our payments to physicians and other referral sources and annual “codingaudits” to make sure our hospitals bill the proper service codes for reimbursement from the Medicare program.

        Our compliance program also oversees the implementation and monitoring of the standards set forth by the Health Insurance Portability and Accountability Act(“HIPAA”) for privacy and security. To facilitate reporting of potential HIPAA compliance concerns by patients, family or employees, we established a second toll-free hotline dedicated to HIPAA and other privacy matters. Corporate HIPAA compliance staffmonitors all reports to the privacy hotline and each phone call is responded to appropriately. Ongoing HIPAA compliance also includes self-monitoring of HIPAA policy and procedure implementation by each of our healthcare facilities and corporate complianceoversight.

**Our Information Systems**

        We believe that our information systems must cost-effectively meet the needs of our hospital management, medical staff and nurses in the following areas of our businessoperations:

                •  patient accounting, including billing and collection of revenues;                •  accounting, financial reporting and payroll;                •  coding and compliance;                •  laboratory, radiology and pharmacy systems;

12

                •  medical records and document storage;                •  remote physician access to patient data;                 •  quality indicators;                •  materials and asset management; and                •  negotiating, pricing and administering our managed care contracts.

        During fiscal 2009, we invested significantly in clinical information technology. We believe that the importance of and reliance upon clinical information technology willcontinue to increase in the future. Accordingly, we expect to make additional significant investments in clinical information technology during fiscal years 2010 and 2011 as part of our business strategy to increase the efficiency and quality of patientcare.

        Although we map the financial information systems from each of our hospitals to one centralized database, we do not automatically standardize our financial informationsystems among all of our hospitals. We carefully review the existing systems at the hospitals we acquire. If a particular information system is unable to cost-effectively meet the operational needs of the hospital, we will convert or upgrade the information system atthat hospital to one of several standardized information systems that can cost-effectively meet these needs.

**Professional and General Liability Insurance**

        As is typical in the healthcare industry, we are subject to claims and legal actions by patients and others in the ordinary course of business. For claims incurred on orafter June 1, 2002 through May 31, 2006, our wholly owned captive insurance subsidiary insured our professional and general liability risks at a $10.0 million retention level. For professional and general liability claims incurred from June 1, 2006 to June 30, 2009,we self-insured the first $9.0 million of each claim, and the captive subsidiary insured the next $1.0 million. We maintain excess coverage from independent third-party carriers for individual claims exceeding $10.0 million per occurrence up to $75.0 million, butlimited to total annual payments of $65.0 million in the aggregate. The captive insurance subsidiary funds its portion of claims costs from proceeds of premium payments received from us.

        The malpractice insurance environment remains volatile. Some states in which we operate, including Texas and Illinois, have passed in recent years tort reform legislationto place limits on non-economic damages. However, in November 2007 a judge in the Illinois Cook County Circuit Court declared that these Illinois malpractice limits were unconstitutional under state law. While such ruling is being considered in an appeal to theIllinois Supreme Court, we understand that the trial courts are not enforcing the non-economic damages limits under that Illinois tort reform statute. Additionally, in Texas an action has been brought to declare its tort reform legislation unconstitutional underfederal law. Thus, while we have taken multiple steps at our facilities to reduce our professional liability exposures, absent significant legislation (not later declared unconstitutional) to curb the size of malpractice judgments in the states in which we operate,our insurance costs may increase in the future.

**Sources of Revenues**

        Hospital revenues depend upon inpatient occupancy levels, the medical and ancillary services ordered by physicians and provided to patients, the volume of outpatientprocedures and the charges or payment rates for such services. Charges and reimbursement rates for inpatient services vary significantly depending on the type of payer, the type of service (e.g., acute care, intensive care or subacute) and the geographic location ofthe hospital. Inpatient occupancy levels fluctuate for various reasons, many of which are beyond our control.

        We receive payment for patient services from:

        •  the federal government, primarily under the Medicare program;        •  state Medicaid programs;        •  health maintenance organizations, preferred provider organizations, managed Medicare providers,           managed Medicaid providers and other private insurers; and        •  individual patients

13

        The table below presents the approximate percentage of net patient revenues we received from the following sources for the periods indicated:

** **

 

**Year ended June 30,**

** **

 

**Payer Source**

 

**2007**

 

 

**2008**

 

 

**2009**

 

** **

 

 

 

 

 

 

Medicare

 

26%

 

 

26%

 

 

25%

 

Medicaid

9   

8   

8   

Managed Medicare

13   

14   

14   

Managed Medicaid

7   

7   

9   

Other managed care plans

32   

35   

35   

Self-pay

 

10   

9   

8   

 

Commercial

3   

1   

1   

 

 

 

 

 

   Total 

 

100%

100%

100%

 

 

 

 

 

        The Medicare program, the nation’s largest health insurance program, is administered by CMS. Medicare provides certain hospital and medical insurance benefits topersons age 65 and over, some disabled persons and persons with end-stage renal disease without regard to beneficiary income or assets. Medicaid is a federal-state program, administered by the states, which provides hospital and medical benefits to qualifyingindividuals who are unable to afford healthcare. All of our general, acute care hospitals located in the United States are certified as healthcare services providers for persons covered under the Medicare and the various state Medicaid programs. Amounts receivedunder these programs are generally significantly less than established hospital gross charges for the services provided.

        Our hospitals offer discounts from established charges to certain group purchasers of healthcare services, including private insurance companies, employers, healthmaintenance organizations, preferred provider organizations and other managed care plans. These discount programs limit our ability to increase net revenues in response to increasing costs. Patients generally are not responsible for any difference between establishedhospital charges and amounts reimbursed for such services under Medicare, Medicaid and managed care programs, but are generally responsible for exclusions, deductibles and coinsurance features of their coverages. Due to rising healthcare costs, many payers haveincreased the number of excluded services and the levels of deductibles and coinsurance resulting in a higher portion of the contracted rate due from the individual patients. Collecting amounts due from individual patients is typically more difficult than collectingfrom governmental or private managed care plans.

       *Traditional**Medicare*

        One of the ways Medicare beneficiaries can elect to receive their medical benefits is through the traditional Medicare program, which provides reimbursement under aprospective payment fee-for-service system. A general description of the types of payments we receive for services provided to patients enrolled in the traditional Medicare program is provided below. The impact of recent changes to reimbursement for these types ofservices is included in the section entitled “Annual Medicare Regulatory Update.”

        *Medicare Inpatient Acute Care Reimbursement*

        *Medicare Severity-Adjusted Diagnosis-Related Group Payments*. Sections 1886(d) and 1886(g) of the Social Security Act (the “Act”) set forth a system ofpayments for the operating and capital costs of inpatient acute care hospital admissions based on a prospective payment system. Under the inpatient prospective payment system, Medicare payments for hospital inpatient operating services are made at predetermined ratesfor each hospital discharge. Discharges are classified according to a system of Medicare severity-adjusted diagnosis-related groups (“MS-DRGs”), which categorize patients with similar clinical characteristics that are expected to require similar amountsof hospital resources to treat. CMS assigns to each MS-DRG a relative weight that represents the average resources required to treat cases in that particular MS-DRG, relative to the average resources used to treat cases in all MS-DRGs.

14

        The base payment amount for the operating component of the MS-DRG payment is comprised of an average standardized amount that is divided into a labor-related share and anonlabor-related share. Both the labor-related share of operating base payments and the base payment amount for capital costs are adjusted for geographic variations in labor and capital costs, respectively. These base payments are multiplied by the relative weight ofthe MS-DRG assigned to each case. The MS-DRG operating and capital base rates, relative weights and geographic adjustment factors are updated annually, with consideration given to: the increased cost of goods and services purchased by hospitals; the relative costsassociated with each MS-DRG; and changes in labor data by geographic area. Although these payments are adjusted for area labor and capital cost differentials, the adjustments do not consider an individual hospital’s operating and capital costs. Historically,the average operating and capital costs for our hospitals have exceeded the Medicare rate increases. These annual adjustments are effective for the Medicare fiscal year beginning October 1 of each year and are indicated by the “market basket index” forthat year.

        *Outlier Payments*. Outlier payments are additional payments made to hospitals for treating Medicare patients that are costlier to treat than the average patient inthe same MS-DRG. To qualify as a cost outlier, a hospital’s billed charges, adjusted to cost, must exceed the payment rate for the MS-DRG by a fixed threshold established annually by CMS. The Medicare fiscal intermediary calculates the cost of a claim bymultiplying the billed charges by a cost-to-charge ratio that is typically based upon the hospital’s most recently filed cost report. Generally, if the computed cost exceeds the sum of the MS-DRG payment plus the fixed threshold, the hospital receives 80% ofthe difference as an outlier payment.

        Under the Act, CMS must project aggregate annual outlier payments to all prospective payment system hospitals to be not less than 5% or more than 6% of total MS-DRGpayments. CMS adjusts the fixed threshold on an annual basis to bring the outlier percentage within the 5% to 6% parameters. Changes to the outlier fixed threshold amount can impact a hospital’s number of cases that qualify for the additional payment and theamount of reimbursement the hospital receives for those cases that qualify. The most recently filed cost reports for our hospitals as of June 30, 2007, 2008 and 2009 reflected outlier payments of $5.8 million, $4.3 million and $4.2 million, respectively.

        *Disproportionate Share Hospital Payments*. Hospitals that treat a disproportionately large number of low-income patients currently receive additional payments fromMedicare in the form of disproportionate share hospital (“DSH”) payments. DSH payments are determined annually based upon certain statistical information defined by CMS and are calculated as a percentage add-on to the MS-DRG payments. This percentagevaries, depending on several factors that include the percentage of low-income patients served. CMS has recommended certain changes to the DSH formula, including a change that would give greater weight to the amount of uncompensated care provided by a hospital thanit would to the number of low-income patients treated. During the years ended June 30, 2008 and 2009, we recognized $59.4 million and $53.4 million of Medicare DSH revenues, respectively.

        *Direct Graduate and Indirect Medical Education*. The Medicare program provides additional reimbursement to approved teaching hospitals for additional expensesincurred by such institutions. This additional reimbursement, which is subject to certain limits, including intern and resident full-time equivalent limits established in 1996, is made in the form of Direct Graduate Medical Education (“GME”) and IndirectMedical Education (“IME”) payments. During our fiscal year 2009, five of our hospitals were affiliated with academic institutions and received GME or IME payments.

        *Medicare**Outpatient Services Reimbursement*

**

        CMS reimburses hospital outpatient services and certain Medicare Part B services furnished to hospital inpatients who have no Part A coverage on a prospective paymentsystem basis. CMS utilizes existing fee schedules to pay for physical, occupational and speech therapies, durable medical equipment, clinical diagnostic laboratory services and nonimplantable orthotics and prosthetics. Freestanding surgery centers and independentdiagnostic testing facilities also receive reimbursement from Medicare on a fee schedule basis.

        Those hospital outpatient services subject to prospective payment reimbursement are classified into groups called ambulatory payment classifications (“APCs”).Services in each APC are similar clinically and in terms of the resources they require. A payment rate is established for each APC. Depending upon the services provided, a hospital may be paid for more than one APC for a patient visit. CMS periodically updates theAPCs and annually

15

adjusts the rates paid for each APC. As part of a final rule published in November 2007, CMS outlined the requirements for hospitals to submit quality data relating to outpatient care in order to receive the fullmarket basket index increase starting in 2009. This rule required submission of seven quality measures in 2009 or else the market basket index increase would be reduced by two percentage points. We submitted the required quality data for 2009

        *Rehabilitation Units*

        CMS reimburses inpatient rehabilitation designated units pursuant to a prospective payment system. Under this prospective payment system, patients are classified intocase mix groups based upon impairment, age, comorbidities and functional capability. Inpatient rehabilitation units are paid a predetermined amount per discharge that reflects the patient’s case mix group and is adjusted for area wage levels, low-incomepatients, rural areas and high-cost outliers. As of June 30, 2009, we operated three inpatient rehabilitation units within our acute care hospitals.

        *Skilled Nursing Units*

        From July 1998 to June 2002, Medicare phased in a prospective payment system for Medicare skilled nursing units, under which the units are paid a federal per diem ratefor virtually all covered services. The effect of this new payment system generally has been to significantly reduce reimbursement for skilled nursing services, which has led many hospitals to close such units. We will monitor closely and evaluate the few remainingskilled nursing units in our hospitals and related facilities to determine whether it is feasible to continue to offer such services under this reimbursement system. As of June 30, 2009, we operated one skilled nursing unit within our acute care hospitals.

        *Psychiatric Units*

        Medicare utilizes a prospective payment system to pay inpatient psychiatric hospitals and units. This system is a per diem prospective payment system with adjustments toaccount for certain patient and facility characteristics. Additionally, this system includes a stop-loss provision, an “outlier” policy authorizing additional payments for extraordinarily costly cases and an adjustment to the base payment if the facilitymaintains a full-service emergency department which all of our units qualified for. As of June 30, 2009, we operated six even psychiatric units within our acute care hospitals.

        *Annual Medicare Regulatory Update*

        The annual Medicare regulatory update published by CMS on August 27, 2009 in the Federal Register provided for the following adjustments in Medicare reimbursement for theMedicare fiscal year 2010 (October 1, 2009 through September 30, 2010):

               •

 

A market basket index increase of 2.1% for MS-DRG operating payments for hospitals who reported the 43 patient quality care indicators from 2009 and 0.1% for those who did not (this compares to 3.6% for 2009 and 3.3% for 2008,both of which are subject to a 2.0% reduction for those hospitals who did not report the patient quality care indicators applicable to those years).

 

 

 

               •

 

No across-the-board reduction to the to the MS-DRG base payment rate to offset the effect of documentation and/or coding changes or the classification of discharges not related to case mix changes (2009 and 2008included reductions of 0.9% and 0.6%, respectively). However, CMS will consider phasing in future adjustments over an extended period beginning in fiscal 2011.

 

 

 

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Continuation of the capital indirect medical adjustment to payment rates for teaching hospitals.

 

 

 

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Continuation of a provision of the Deficit Reduction Act of 2005 that precludes hospitals from receiving additional payments to treat costs associated with 10 specifically identified  patienthospital-acquired conditions including infections (the same 10 identified conditions as for 2009, but compares to 8 identified conditions for 2008).

 

 

 

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An increase in the inpatient cost outlier threshold to $23,140 from $20,045 in 2009 and $22,185 in 2008.

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An increase in the capital federal MS-DRG rate of 1.4% (compares to a 1.9% increase for federal fiscal year 2009).

 

 

 

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A market basket increase of 2.2% for hospital skilled nursing unit payment rates (this compares to 3.4% for 2009 and 3.3% for 2008).

 

 

 

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A market basket increase of 2.5% for hospital rehabilitation unit payment rates (this compares to 0% for both 2009 and 2008).

        We have submitted the required patient care quality indicators for our hospitals to receive the full market basket index increases for the both the inpatient andoutpatient prospective payment systems for 2009. We intend to submit the necessary information to realize the full federal fiscal year 2010 inpatient and outpatient increases as well. However, as additional patient quality indicator reporting requirements are added,system limitations or other difficulties could result in CMS deeming our submissions not timely or not complete to qualify for the full market basket index increases. Additionally, Congress has given CMS the ability to continue to evaluate whether the 2008 and 2009inpatient reductions for documentation and coding adjustments were sufficient to account for payment changes not related to case mix changes. This continuing evaluation could negatively impact MS-DRG payment rates for federal fiscal years 2011 and 2012. Furtherrealignments in the MS-DRG system could also reduce the payments we receive for certain specialties, including cardiology and orthopedics. The more widespread development of specialty hospitals in recent years has caused CMS to focus on payment levels for thesespecialty services. Changes in the payments for specialty services could adversely impact our revenues. We do not believe that the final Medicare payment updates for federal fiscal year 2010 will have a significant impact on our future financial position, results ofoperations or cash flows.

        *Contractor Reform*

        CMS has a significant initiative underway that could affect the administration of the Medicare program and impact how hospitals bill and receive payment forcovered Medicare services. In accordance with the Medicare Modernization Act (“MMA”), CMS has begun implementation of contractor reform whereby CMS will competitively bid the Medicare fiscal intermediary and Medicare carrier functions to 15 MedicareAdministrative Contractors (“MACs”). Hospital management companies like Vanguard will have the option to work with the selected MAC in the jurisdiction where a given hospital is located or to use the MAC in the jurisdiction where our home office islocated. For hospital management companies, either all hospitals in the system must choose to stay with the MAC chosen for their locality or all hospitals must opt to use the home office MAC. We have filed a request for our single home office MAC to serve all of ourhospitals. CMS has now completed the process of awarding contracts for all 15 MAC jurisdictions. Individual MAC jurisdictions are in varying phases of transition. All of these changes could impact claims processing functions and the resulting cash flows;however, we are unable to predict the impact that these changes could have, if any, to our cash flows.

        *Recovery Audit Contractors*

        The MMA established the Recovery Audit Contractor (“RAC”) three-year demonstration program to detect Medicare overpayments not identified through existingclaims review mechanisms. The RAC program relies on private auditing firms to examine Medicare claims filed by healthcare providers. Fees to the RACs are paid on a contingency basis. The RAC program began as a demonstration project in 2005 in three states (New York,California and Florida) which was expanded into the three additional states of Arizona, Massachusetts and South Carolina in July 2007. No RAC audits, however, were initiated at our Arizona or Massachusetts hospitals during the demonstration project. The program wasmade permanent by the Tax Relief and Health Care Act of 2006 enacted in December 2006. CMS ended the demonstration project in March 2008 and commenced the permanent RAC program in all states beginning in 2009 with plans to have RACs in full operation in all 50 statesby 2010.

        In a report issued in July 2008, CMS reported that the RACs in the demonstration project corrected over $1 billion of Medicare improper payments from 2005 through March2008. Roughly 96% of the improper payments ($992.7 million) were overpayments collected from providers, while the remaining 4% ($37.8 million) were underpayments repaid to providers. Of the overpayments, 85% were collected from inpatient hospitalproviders,

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while the other principal collections were 6% from inpatient rehabilitation facilities, and 4% from outpatient hospital providers.

        RACs utilize a post-payment targeted review process employing data analysis techniques in order to identify those Medicare claims most likely to contain overpayments,such as incorrectly coded services, incorrect payment amounts, non-covered services and duplicate payments. The RAC review is either “automated”, for which a decision can be made without reviewing a medical record, or “complex”, for which theRAC must contact the provider in order to procure and review the medical record to make a decision about the payment. CMS has given RACs the authority to look back at claims up to three years old, provided that the claim was paid on or after October 1, 2007. Claimsidentified as overpayments will be subject to the Medicare appeals process.

                As to “automated” reviews where a review of the medical record is not required, RACs make claim determinationsusing proprietary software designed to detect certain kinds of errors where both of the following conditions must apply. First, there must be certainty that the service is not covered or is coded incorrectly. Second, there must be a written Medicare policy, Medicarearticle or Medicare-sanctioned coding guideline supporting the determination. For example, an automated review could identify when a provider is billing for more units than allowed on one day. However, the RAC may also use automated review even if such writtenpolicies don’t exist on certain CMS-approved “clinically unbelievable issues” and when making certain other types of administrative determinations (e.g., duplicate claims, pricing mistakes) when there is certainty that an error exists.

        As to “complex” reviews where a review of the medical review is required, RACs make claim determinations when there is a high probability (but not certainty) that aservice is not covered, or where no Medicare policy, guidance or Medicare-sanctioned coding guideline exists. It is expected that many complex reviews will be medical necessity audits that assess whether care provided was medically necessary and provided in theappropriate setting. It is currently expected that, while RACs will make complex reviews in calendar year 2009 related to DRG validation and coding, the RACs will not conduct complex reviews for medical necessity cases until calendar year 2010.

        RACs are paid a contingency fee based on the overpayments they identify and collect. Therefore, we expect that the RACs will look very closely at claims submitted by our facilities inan attempt to identify possible overpayments. We believe the claims for reimbursement submitted to the Medicare program by our facilities have been accurate. However, we cannot predict, once our facilities are subject to RAC reviews in all subject matters in thefuture, the results of such reviews. It is reasonably possible that the aggregate payments that our facilities will be required to return to the Medicare program pursuant to these RAC reviews may have a material adverse effect on our financial position, results ofoperations or cash flows.

       *Managed Medicare*

        Managed Medicare plans represent arrangements where a private company contracts with CMS to provide members with Medicare Part A, Part B and Part D benefits. ManagedMedicare plans can be structured as health maintenance organizations, preferred provider organizations or private fee-for-service plans. The Medicare program allows beneficiaries to choose enrollment in certain managed Medicare care plans. MMA increased reimbursementto managed Medicare plans and included provisions limiting, to some extent, the financial risk to the companies offering the plans. Following these changes, the number of beneficiaries choosing to receive their Medicare benefits through such plans increasedsignificantly. However, the Medicare Improvement for Patients and Providers Act of 2008 reduced payments to managed Medicare plans, and CMS has recently proposed additional payment cuts to managed Medicare plans. Future changes may result in reduced premium paymentsto managed Medicare plans and may lead to decreased enrollment in such plans.

        *Medicaid*

        Medicaid programs are funded jointly by the federal government and the states and are administered by states under approved plans. Most state Medicaidprogram payments are made under a prospective payment system or are based on negotiated payment levels with individual hospitals. Medicaid reimbursement is less than Medicare reimbursement for the same services and is often less than a hospital’s cost ofservices. The federal government and many states have recently reduced or are currently considering legislation to reduce the level of Medicaid funding

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(including upper payment limits) or program eligibility that could adversely affect future levels of Medicaid reimbursement received by our hospitals. As permitted by law, certain states in which weoperate have adopted broad-based provider taxes to fund their Medicaid programs. Since states must operate with balanced budgets and since the Medicaid program is often the state’s largest program, states may consider further reductions in their Medicaidexpenditures.

        As to recent federal action affecting Medicaid, the Deficit Reduction Act of 2005 (“DRA 2005”) included Medicaid cuts in federal funding ofapproximately $4.8 billion over five years. Additionally, on May 29, 2007, CMS published a final rule entitled “Medicaid Program; Cost Limit for Providers Operated by Units of Government and Provisions to Ensure the Integrity of Federal-State FinancialPartnership” which was estimated to reduce federal Medicaid funding from $12 to $20 billion over five years. Congress enacted two moratoria in respect of this rule that delayed six of the seven proposed Medicaid regulations in this final CMS rule until July 1,2009. On June 30, 2009, three more of the Medicaid regulations that had been under a congressional moratorium set to expire July 1, 2009 were officially rescinded all or in part by CMS, and CMS also delayed until June 30, 2010 the enforcement of the fourth of the sixregulations. As a result of these changes in implementing the final CMS 2007 rule, the impact on us of the final rule can not be quantified.

        *Disproportionate Share Payments*

        Certain states in which we operate provide disproportionate share payments to hospitals that treat a disproportionately large number of low-income patients as part oftheir state Medicaid programs, similar to disproportionate share payments received from Medicare. During the years ended June 30, 2008 and 2009, we recognized revenues of approximately $20.2 million and $26.0 million, respectively, related to Medicaiddisproportionate share reimbursement payments. These amounts do not include our revenues recognized from payments related to the Texas UPL program and the Illinois PTA program, which totaled $44.4 million during fiscal 2009, since these programs are separate fromDSH. These states continually assess the level of expenditures for disproportionate share reimbursement and may reduce these payments or restructure this portion of their Medicaid programs.

        Given the recent budgetary challenges that most states faced (including those in which we operate) for their new fiscal years, it is reasonable to believethat Medicaid payment rates, coverage levels or patient eligibility could be reduced in future periods as new tax collections data is received. Such legislation could also include taxes assessed on hospitals to help fund or expand the states’ Medicaid programsor else to balance their general budgets. Future federal or state legislation or other changes in the administration or interpretation of government health programs by the federal government or by the states in which we operate could have a material, adverse effecton our financial position, results of operations and cash flows.

       *Managed Medicaid*

        Managed Medicaid programs represent arrangements where states contract with one or more entities for patient enrollment, care management and claimsadjudication for enrollees in their state Medicaid programs. The states usually do not give up program responsibilities for financing, eligibility criteria and core benefit plan design. We generally contract directly with one of the designated entities, usually amanaged care organization. The provisions of these programs are state-specific.

        *Annual Cost Reports*

        All hospitals participating in the Medicare and Medicaid programs are required to meet specific financial reporting requirements. Federal and, where applicable, stateregulations require submission of annual cost reports identifying medical costs and expenses associated with the services provided by each hospital to Medicare beneficiaries and Medicaid recipients. Moreover, annual cost reports required under the Medicare andMedicaid programs are subject to routine audits, which may result in adjustments to the amounts ultimately determined to be due to us under these reimbursement programs. The audit process takes several years to reach the final determination of allowable amounts underthe programs. Providers also have the right of appeal, and it is common to contest issues raised in audits of prior years’ reports.

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        Many prior year cost reports of our facilities are still open. If any of our facilities are found to have been in violation of federal or state laws relating to preparingand filing of Medicare or Medicaid cost reports, whether prior to or after our ownership of these facilities, we and our facilities could be subject to substantial monetary fines, civil and criminal penalties and exclusion from participation in the Medicare andMedicaid programs. If an allegation is lodged against one of our facilities for a violation occurring during the time period before we acquired the facility, we may have indemnification rights against the seller of the facility to us. In each of our acquisitions, wehave negotiated customary indemnification and hold harmless provisions for any damages we may incur in these areas.

        *Managed Care and Other Private Insurers*

        Managed care providers, including health maintenance organizations, preferred provider organizations, other private insurance companies and employers, are organizationsthat provide insurance coverage and a network of healthcare providers to members for a fixed monthly premium. To attract additional volume, most of our hospitals offer discounts from established charges or prospective payment systems to theselarge group purchasers of healthcare services. These discount programs often limit our ability to increase charges in response to increasing costs. However, as part of our business strategy, we have been able to renegotiate payment rates on many of our managedcare contracts to improve our operating margin. While we generally received annual average payment rate increases of 5 to 11 percent from non-governmental managed care payers during fiscal year 2009, there can be no assurance that we will continue to receiveincreases in the future and that patient volumes from these payers will not be adversely affected by rate negotiations. These contracts often contain exclusions, carve-outs, performance criteria and other provisions and guidelines that require our constant focus andattention. Patients who are members of managed care plans are not required to pay us for their healthcare services except for coinsurance and deductible portions of their plan coverage calculated after managed care discounts have been applied. While the majority ofour admissions and revenues are generated from patients covered by managed care plans, the percentage may decrease in the future due to increased Medicare utilization associated with the aging U.S. population. We experienced a slight decrease in managed careutilization of inpatient days as a percentage of total inpatient days during the year ended June 30, 2009 compared to the year ended June 30, 2008.

       *Self-Pay Patients*

        Self-pay patients are patients who do not qualify for government programs payments, such as Medicare and Medicaid, who do not qualify for charity care under ourguidelines and who do not have some form of private insurance. These patients are responsible for their own medical bills. We also include in our self-pay accounts those unpaid coinsurance and deductible amounts for which payment has been received from the primarypayer.

        Effective for service dates on or after April 1, 2009, as a result of a state mandate, we implemented a new uninsured discount policy for those patients receivingservices in our Illinois hospitals who had no insurance coverage and who did not otherwise qualify for charity care under our guidelines. Under this policy, we apply an uninsured discount (calculated as a standard percentage of gross charges) at the time of patientbilling and include this discount as a reduction to patient service revenues. These discounts were approximately $11.7 million for the year ended June 30, 2009. We implemented this policy for most of our remaining facilities effective July 1, 2009 and expect toimplement it at all of our facilities by the end of our fiscal year 2010.

        A significant portion of our self-pay patients are admitted through our hospitals' emergency departments and often require high-acuity treatment. High-acuity treatment ismore costly to provide and, therefore, results in higher billings, which are the least collectible of all accounts. We believe self-pay patient volumes and revenues have been impacted during the last two years due to a combination of broad economic factors, includingreductions in state Medicaid budgets, increasing numbers of individuals and employers who choose not to purchase insurance and an increased burden of coinsurance and deductibles to be made by patients instead of insurers.

        Self-pay accounts pose significant collectibility problems. At June 30, 2009, approximately 24.5% of our accounts receivable, prior to the allowance for doubtfulaccounts, contractual allowances and the charity care allowance, was comprised of self-pay accounts. The majority of our provision for doubtful accounts relates to self-pay patients. While our combined allowances for doubtful accounts, uninsured discounts and charitycare cover over 96% of our self-pay receivables, we remain vulnerable to further increased self-pay utilization. We are taking multiple actions in an effort to mitigate the effect on us of the high number of uninsured patients and the related

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economic impact. These initiatives include conducting detailed reviews of intake procedures in hospitals facing the greatest pressures and applying these intake best practices to all of our hospitals. We developedhospital-specific reports detailing collection rates by type of patient to help the hospital management teams better identify areas of vulnerability and opportunities for improvement. Also, we completely redesigned our self-pay collection workflows, enhancedtechnology and improved staff training in an effort to increase collections.

        We do not pursue collection of amounts due from uninsured patients that qualify for charity care under our guidelines (currently those uninsured patients whose incomesare equal to or less than 200% of the current federal poverty guidelines set forth by the Department of Health and Human Services). We exclude charity care accounts from revenues when we determine that the account meets our charity care guidelines.  We provideexpanded discounts from billed charges and alternative payment structures for uninsured patients who do not qualify for charity care but meet certain other minimum income guidelines, primarily those uninsured patients with incomes between 200% and 500% of the federalpoverty guidelines. During our fiscal years ended June 30, 2007, 2008 and 2009, we deducted $86.1 million, $86.1 million and $91.8 million of charity care from gross charges, respectively.

        *Other Reimbursement Regulatory and Legislative Changes*

        Other regulatory and legislative actions that impact or may have a future impact on Medicare or Medicaid reimbursement are set forth below.

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CMS Medicare Value-Based Purchasing Program Report – Congress, through DRA 2005, authorized the Secretary of Health and Human Services to develop a plan to implement value-based purchasing(“VBP”). In November 2007, CMS issued a report to Congress with its plan to implement a VBP program that would transform Medicare from a passive payer of claims to an active purchaser of care. Under this proposal, its VBP program would make a portion ofhospital payments contingent on actual performance under specified standards rather than simply on the hospital’s reporting data for those measures. We can not predict what action Congress will ultimately take regarding implementation of a VBP program at thistime.

 

 

 

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Medicare regulation of serious medical errors – In an effort to encourage hospitals to improve quality of care, the Medicare program and certain state Medicaid programs have taken steps to withhold paymentsto hospitals for treatment provided to patients whose conditions were caused by serious medical error. Effective October 1, 2008, Medicare will no longer pay hospitals for the additional costs of care resulting from eight medical events such as patient falls, objectsleft inside patients during surgery, pressure ulcers, and certain types of infections. Certain states have established policies or proposed legislation to prohibit hospitals from charging or receiving payments from their Medicaid programs for highly preventableadverse medical events (often called “never events”), which were developed by the National Quality Forum. Never events include wrong-site surgery, serious medication errors, discharging a baby to the wrong mother, etc.

 

 

 

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SCHIP Extension Act of 2007 – The State Children’s Health Insurance Program (“SCHIP”) provides health insurance coverage for poor children. SCHIP is jointly funded by the federal governmentand state governments but is administered and designed by the states. SCHIP provided a capped amount of funds to states on a matching basis through September 30, 2007, when it expired. SCHIP funding was extended through March 31, 2009 by a law signed in December2007. President Obama signed the State Children’s Insurance Program bill in February 2009, which extends SCHIP by 4.5 years and expands the program to an additional 4.5 million children.

 

 

 

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The American Recovery and Reinvestment Act of 2009 – In February 2009, President Obama signed the American Recovery and Reinvestment Act of 2009 into law. The $787 billion economic stimulus plan includescertain measures affecting medical providers including: $21 billion in health insurance assistance that includes COBRA continuation coverage for unemployed workers; a freeze until September 30, 2009 of the final rule phasing out Medicare IME capital payments; $86.7billion for a temporary (27-month) increase in the rate at which the federal government matches states’ Medicaid expenditures and a 2.5% increase in the states’ fiscal year 2009 and 2010 DSH payments (with 2010’s 2.5% increase being above the new2009 payment), but will revert to 100% of the annual DSH allotments under current law after 2010; and $31 billion in new spending on health information technology, most of which is for incentive

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payments to physicians and hospitals and $2 billion for health information technology grants.

        We can not predict what impact these measures will have on our future results of operations or cash flows at this time.

**Government Regulation and Other Factors**

        *Overview*

        All participants in the healthcare industry are required to comply with extensive government regulation at the federal, state and local levels. In addition, these laws,rules and regulations are extremely complex and the healthcare industry has had the benefit of little or no regulatory or judicial interpretation of many of them. Although we believe we are in compliance in all material respects with such laws, rules and regulations,if a determination is made that we were in material violation of such laws, rules or regulations, our business, financial condition or results of operations could be materially adversely affected. If we fail to comply with applicable laws and regulations, we can besubject to criminal penalties and civil sanctions, our hospitals can lose their licenses and their ability to participate in the Medicare and Medicaid programs.

       *Licensing, Certification and Accreditation*

        Healthcare facility construction and operation is subject to federal, state and local regulations relating to the adequacy of medical care, equipment, personnel,operating policies and procedures, fire prevention, rate-setting and compliance with building codes and environmental protection laws. Our facilities also are subject to periodic inspection by governmental and other authorities to assure continued compliance with thevarious standards necessary for licensing and accreditation. We believe that all of our operating healthcare facilities are properly licensed under appropriate state healthcare laws.

        All of our operating hospitals are certified under the Medicare program and are accredited by The Joint Commission (formerly, known as The Joint Commission onAccreditation of Healthcare Organizations), the effect of which is to permit the facilities to participate in the Medicare and Medicaid programs. If any facility loses its accreditation by The Joint Commission, or otherwise loses its certification under the Medicareprogram, then the facility will be unable to receive reimbursement from the Medicare and Medicaid programs. We intend to conduct our operations in compliance with current applicable federal, state, local and independent review body regulations and standards. Therequirements for licensure, certification and accreditation are subject to change and, in order to remain qualified, we may need to make changes in our facilities, equipment, personnel and services.

       *Certificates of Need*

        In some states, the construction of new facilities, acquisition of existing facilities or addition of new beds or services may be subject to review by state regulatoryagencies under a Certificate of Need program. Illinois and Massachusetts are the only states in which we currently operate that require approval under a Certificate of Need program. These laws generally require appropriate state agency determination of public needand approval prior to the addition of beds or services or other capital expenditures. Failure to obtain necessary state approval can result in the inability to expand facilities, add services, acquire a facility or change ownership. Further, violation of such lawsmay result in the imposition of civil sanctions or the revocation of a facility’s license.

       *Utilization Review*

        Federal law contains numerous provisions designed to ensure that services rendered by hospitals to Medicare and Medicaid patients meet professionally recognized standardsand are medically necessary and that claims for reimbursement are properly filed. These provisions include a requirement that a sampling of admissions of Medicare and Medicaid patients be reviewed by quality improvement organizations that analyze the appropriatenessof Medicare and Medicaid patient admissions and discharges, quality of care provided, validity of diagnosis related group classifications and appropriateness of cases of extraordinary length of stay or cost. Quality improvement organizations may deny payment forservices provided, assess fines and recommend to the Department of Health and Human Services that a provider not in substantial compliance with the standards of the quality improvement

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organization be excluded from participation in the Medicare program. Most non-governmental managed care organizations also require utilization review.

       *Federal Healthcare Program Statutes and Regulations*

        Participation in any federal healthcare program, such as the Medicare and Medicaid programs, is regulated heavily by statute and regulation. If a hospital provider failsto substantially comply with the numerous conditions of participation in the Medicare or Medicaid program or performs specific prohibited acts, the hospital’s participation in the Medicare program may be terminated or civil or criminal penalties may be imposedupon it under provisions of the Social Security Act and other statutes.

        *Anti-Kickback Statute*

        A section of the Social Security Act known as the federal Anti-Kickback Statute prohibits providers and others from soliciting, receiving, offering or paying, directly orindirectly, any remuneration with the intent of generating referrals or orders for services or items covered by a federal healthcare program. Violation of this statute is a felony, including criminal penalties of imprisonment or criminal fines up to $25,000 for eachviolation, but it also includes civil money penalties of up to $50,000 per violation, damages up to three times the total amount of the improper payment to the referral source and exclusion from participation in Medicare, Medicaid or other federal healthcareprograms.

        The Office of the Inspector General of the Department of Health and Human Services (the “OIG”) has published final safe harbor regulations that outlinecategories of activities that are deemed protected from prosecution under the Anti-Kickback Statute. Currently there are safe harbors for various activities, including the following: investment interests, space rental, equipment rental, practitioner recruitment,personal services and management contracts, sale of practice, referral services, warranties, discounts, employees, group purchasing organizations, waiver of beneficiary coinsurance and deductible amounts, managed care arrangements, obstetrical malpractice insurancesubsidies, investments in group practices, ambulatory surgery centers and referral agreements for specialty services.

        The fact that conduct or a business arrangement does not fall within a safe harbor does not automatically render the conduct or business arrangement illegal under theAnti-Kickback Statute. The conduct or business arrangement, however, does increase the risk of scrutiny by government enforcement authorities. We may be less willing than some of our competitors to take actions or enter into business arrangements that do not clearlysatisfy the safe harbors. As a result, this unwillingness may put us at a competitive disadvantage.

        The OIG, among other regulatory agencies, is responsible for identifying and eliminating fraud, abuse and waste. The OIG carries out this mission through a nationwideprogram of audits, investigations and inspections. In order to provide guidance to healthcare providers, the OIG has from time to time issued “fraud alerts” that, although they do not have the force of law, identify features of a transaction that mayindicate that the transaction could violate the Anti-Kickback Statute or other federal healthcare laws. The OIG has identified several incentive arrangements as potential violations, including:

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payment of any incentive by the hospital when a physician refers a patient to the hospital;

 

 

 

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use of free or significantly discounted office space or equipment for physicians in facilities usually located close to the hospital;

 

 

 

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provision of free or significantly discounted billing, nursing or other staff services;

 

 

 

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free training for a physician’s office staff, including management and laboratory techniques;

 

 

 

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guarantees that provide that, if the physician’s income fails to reach a predetermined level, the hospital will pay any portion of the remainder;

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low-interest or interest-free loans, or loans which may be forgiven if a physician refers patients to the hospital;

 

 

 

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payment of the costs of a physician’s travel and expenses for conferences or a physician’s continuing education courses;

 

 

 

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coverage on the hospital’s group health insurance plans at an inappropriately low cost to the physician;

 

 

 

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rental of space in physician offices, at other than fair market value terms, by persons or entities to which physicians refer;

 

 

 

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payment of services which require few, if any, substantive duties by the physician, or payment for services in excess of the fair market value of the services rendered; or

 

 

 

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“gain sharing,” the practice of giving physicians a share of any reduction in a hospital’s costs for patient care attributable in part to the physician’s efforts.

Also, the OIG has encouraged persons having information about hospitals who offer the above types of incentives to physicians to report such information to the OIG.

        The OIG also issues “Special Advisory Bulletins” as a means of providing guidance to healthcare providers. These bulletins, along with other “fraudalerts”, have focused on certain arrangements between physicians and providers that could be subject to heightened scrutiny by government enforcement authorities, including, “suspect” joint ventures where physicians may become investors with theprovider in a newly formed joint venture entity where the investors refer their  patients to this new entity, and are paid by the entity in the form of “profit distributions.” These subject joint ventures may be intended not so much to raiseinvestment capital legitimately to start a  business, but to lock up a stream of referrals from the physician  investors and to compensate them indirectly for these referrals.  Because physician investors can benefit financially from their referrals,unnecessary procedures and tests may be ordered or performed, resulting in unnecessary Medicare expenditures.

        Similarly, in a Special Advisory Bulletin issued in April 2003, the OIG focused on “questionable” contractual arrangements where a healthcare provider in oneline of business (the “Owner”) expands into a related healthcare business by contracting with an existing provider of a related item or service (the “Manager/Supplier”) to provide the new item or service to the Owner’s existing patientpopulation, including federal healthcare program patients (so called “suspect Contractual Joint Ventures”). The Manager/Supplier not only manages the new line of business, but may also supply it with inventory, employees, space, billing, and otherservices. In other words, the Owner contracts out substantially the entire operation of the related line of business to the Manager/Supplier – otherwise a potential competitor – receiving in return the profits of the business as remuneration for itsfederal program referrals. The Bulletin lists the following features of these “questionable” contractual relationships. First, the Owner expands into a related line of business, which is dependent on referrals from, or other business generated by, theOwner’s existing business. Second, the Owner neither operates the new business itself nor commits substantial financial, capital or human resources to the venture. Instead, it contracts out substantially all the operations of the new business. TheManager/Supplier typically agrees to provide not only management services, but also a range of other services, such as the inventory necessary to run the business, office and healthcare personnel, billing support, and space. Third, the Manager/Supplier is anestablished provider of the same services as the Owner’s new line of business. In other words, absent the contractual arrangement, the Manager/Supplier would be a competitor of the new line of business, providing items and services in its own right, billinginsurers and patients in its own name, and collecting reimbursement. Fourth, the Owner and the Manager/Supplier share in the economic benefit of the Owner’s new business. The Manager/Supplier takes its share in the form of payments under the various contractswith the Owner; the Owner receives its share in the form of the residual profit from the new business. Fifth, aggregate payments to the Manager/Supplier typically vary with the value or volume of business generated for the new business by the Owner. We monitorcarefully our contracts with other healthcare providers and attempt to not allow our facilities to enter into these suspect Contractual Joint Ventures.

        In addition to issuing fraud alerts and Special Advisory Bulletins, the OIG from time to time issues compliance program guidance for certain types of healthcareproviders. In January 2005, the OIG published a Supplemental

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Compliance Guidance for Hospitals, supplementing its 1998 guidance for the hospital industry. In the supplemental guidance, the OIG identifies a number of risk areas under federal fraud and abuse statutes andregulations. These areas of risk include compensation arrangements with physicians, recruitment arrangements with physicians and joint venture relationships with physicians.

        We have a variety of financial relationships with physicians who refer patients to our hospitals. As of June 30, 2009, physicians owned interests in two of ourfree-standing surgery centers in California and seven of our diagnostic imaging centers in Texas. We may sell ownership interests in certain other of our facilities to physicians and other qualified investors in the future. We also have contracts with physiciansproviding for a variety of financial arrangements, including employment contracts, leases and professional service agreements. We have provided financial incentives to recruit physicians to relocate to communities served by our hospitals, including income andcollection guarantees and reimbursement of relocation costs, and will continue to provide recruitment packages in the future. Although we have established policies and procedures to ensure that our arrangements with physicians comply with current law and applicableregulations, we cannot assure you that regulatory authorities that enforce these laws will not determine that some of these arrangements violate the Anti-Kickback Statute or other applicable laws. An adverse determination could subject us to liabilities under theSocial Security Act, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other federal healthcare programs, any of which could have a material adverse effect in our business, financial condition or resultsof operations.

        *Other Fraud and Abuse Provisions*

        The Social Security Act also imposes criminal and civil penalties for submitting false claims to Medicare and Medicaid. False claims include, but are not limited to,billing for services not rendered, misrepresenting actual services rendered in order to obtain higher reimbursement and cost report fraud. Like the Anti-Kickback Statute, these provisions are very broad. Further, the Social Security Act contains civil penalties forconduct including improper coding and billing for unnecessary goods and services. Careful and accurate preparation and submission of claims for reimbursement must be performed in order to avoid liability.

        The Health Insurance Portability and Accountability Act of 1996 broadened the scope of the fraud and abuse laws by adding several criminal provisions for healthcare fraudoffenses that apply to all health benefit programs. This Act also created new enforcement mechanisms to combat fraud and abuse, including the Medicaid Integrity Program and an incentive program under which individuals can receive up to $1,000 for providinginformation on Medicare fraud and abuse that leads to the recovery of at least $100 of Medicare funds. In addition, federal enforcement officials now have the ability to exclude from Medicare and Medicaid any investors, officers and managing employees associated withbusiness entities that have committed healthcare fraud. Additionally, this Act establishes a violation for the payment of inducements to Medicare or Medicaid beneficiaries in order to influence those beneficiaries to order or receive services from a particularprovider or practitioner.

        Some of these provisions, including the federal Civil Monetary Penalty Law, require a lower burden of proof than other fraud and abuse laws, including theAnti-kickback Statute. Civil monetary penalties that may be imposed under the federal Civil Monetary Penalty Law range from $10,000 to $50,000 per act, and in some cases may result in penalties of up to three times the remuneration offered, paid, solicited orreceived. In addition, a violator may be subject to exclusion from federal and state healthcare programs. Federal and state governments increasingly use the federal Civil Monetary Penalty Law, especially where they believe they cannot meet the higher burden of proofrequirements under the Anti-kickback Statute.

        *The Stark Law*

        The Social Security Act also includes a provision commonly known as the “Stark Law.” This law prohibits physicians from referring Medicare and (to an extent)Medicaid patients to entities with which they or any of their immediate family members have a financial relationship for the provision of certain designated health services that are reimbursable by Medicare or Medicaid, including inpatient and outpatient hospitalservices. The law also prohibits the entity from billing the Medicare program for any items or services that stem from a prohibited referral. Sanctions for violating the Stark Law include denial of payment, refunding amounts received for services provided pursuant toprohibited referrals, civil money penalties up to $15,000 per item or service improperly billed and

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exclusion from the federal healthcare programs. The statute also provides for a penalty of up to $100,000 for a circumvention scheme. There are a number of exceptions to the self-referral prohibition, including anexception for a physician’s ownership interest in an entire hospital as opposed to an ownership interest in a hospital department although pending legislation in Congress would substantially restrict this “entire hospital” exception. There are alsoexceptions for many of the customary financial arrangements between physicians and providers, including employment contracts, leases, professional services agreements, non-cash gifts having an annual value of no more than $355 in calendar 2009 and recruitmentagreements. Unlike safe harbors under the Anti-kickback Statute with which compliance is voluntary, an arrangement must comply with every requirement of a Stark Law exception or the arrangement is in violation of the Stark Law.

        CMS has issued three phases of final regulations implementing the Stark Law, which became effective on January 4, 2002, July 26, 2004 and December 4, 2007, respectively,and which created several additional exceptions and many technical changes and nuanced details. Also, as part of its annual physician fee schedule update, on July 2, 2007, CMS released a number of proposed and potentially far-reaching changes to the Stark Lawregulations apparently resulting from CMS’s frustration with what it perceived as a growing number of hospital/physician joint venture arrangements that permitted physicians to profit from their referrals of ancillary services, while side-stepping or workingaround existing Stark Law restrictions. On July 31, 2008, CMS issued the final hospital inpatient prospective payment system rule for federal fiscal year 2009 which, in part, finalized and responded to public comments regarding some of its July 2007 proposed majorchanges to the Stark Law regulations to undermine many common hospital/physician joint venture models. The most far-reaching of the changes made in this final July 2008 rule will effectively prohibit, as of a delayed effective date of October 1, 2009, both "underarrangements" ventures between a hospital and any of its physicians and unit-of-service-based "per click" compensation and percentage-based compensation in office space and equipment leases between a hospital and its physicians. We have examined all of our“under arrangements” ventures and space and equipment leases with physicians to identify those arrangements which potentially violate these new Stark regulations, and we are in the process of restructuring or terminating non-conforming arrangements soidentified prior to October 1, 2009.

        Because the Stark Law and its implementing regulations are relatively new, we do not always have the benefit of significant regulatory or judicial interpretation of thislaw and its regulations. We attempt to structure our relationships to meet an exception to the Stark Law, but the regulations implementing the exceptions are detailed and complex, and we cannot assure that every relationship complies fully with the Stark Law. Inaddition, in the July 2008 final Stark rule CMS indicated that it will continue to enact further regulations tightening aspects of the Stark Law that it perceives allow for Medicare program abuse, especially those regulations that still permit physicians to profitfrom their referrals of ancillary services. There can be no assurance that the arrangements entered into by us and our facilities with physicians will be found to be in compliance with the Stark Law, as it ultimately may be implemented orinterpreted.

        *Similar State Laws, etc.*

        Many of the states in which we operate also have adopted laws that prohibit payments to physicians in exchange for referrals similar to the federal Anti-Kickback Statuteor that otherwise prohibit fraud and abuse activities. Many states also have passed self-referral legislation, similar to the Stark Law, prohibiting the referral of patients to entities with which the physician has a financial relationship. Often these state laws arebroad in scope and they may apply regardless of the source of payment for care. These statutes typically provide criminal and civil penalties, as well as loss of licensure. Little precedent exists for the interpretation or enforcement of these state laws.

        *Certain Implications of these Fraud and Abuse Laws or New Laws*

        Our operations could be adversely affected by the failure of our arrangements to comply with the Anti-Kickback Statute, the Stark Law, billing laws and regulations,current state laws or other legislation or regulations in these areas adopted in the future. We are unable to predict whether other legislation or regulations at the federal or state level in any of these areas will be adopted, what form such legislation orregulations may take or how they may impact our operations. We are continuing to enter into new financial arrangements with physicians and other providers in a manner structured to comply in all material respects with these laws. We cannot assure you, however, thatgovernmental officials responsible for enforcing these laws will not assert that we are in violation of them or

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that such statutes or regulations ultimately will be interpreted by the courts in a manner consistent with our interpretation.

       *The Federal False Claims Act and Similar Laws*

        Another trend affecting the healthcare industry today is the increased use of the federal False Claims Act, and, in particular, actions being brought by individuals onthe government’s behalf under the False Claims Act’s “*qui tam*” or whistleblower provisions. Whistleblower provisions allow private individuals to bring actions on behalf of the government alleging that the defendant has defrauded thefederal government. If the government intervenes in the action and prevails, the party filing the initial complaint may share in any settlement or judgment. If the government does not intervene in the action, the whistleblower plaintiff may pursue the actionindependently, and may receive a larger share of any settlement or judgment. When a private party brings a *qui tam* action under the False Claims Act, the defendant generally will not be made aware of the lawsuit until the government makes a determinationwhether it will intervene.

        When a defendant is determined by a court of law to be liable under the False Claims Act, the defendant must pay three times the actual damages sustained by thegovernment, plus mandatory civil penalties of between $5,500 to $11,000 for each separate false claim. Settlements entered into prior to litigation usually involve a less severe calculation of damages. There are many potential bases for liability under the FalseClaims Act. Although liability often arises when an entity knowingly submits a false claim for reimbursement to the federal government, the False Claims Act defines the term “knowingly” broadly. Thus, simple negligence will not give rise to liabilityunder the False Claims Act, but submitting a claim with reckless disregard to its truth or falsity can constitute “knowingly” submitting a false claim and result in liability. In some cases, whistleblowers or the federal government have taken the positionthat providers who allegedly have violated other statutes, such as the Anti-Kickback Statute or the Stark Law, have thereby submitted false claims under the False Claims Act.

        A number of states, including states in which we operate, have adopted their own false claims provisions as well as their own whistleblower provisions whereby a privateparty may file a civil lawsuit in state court. From time to time, companies in the healthcare industry, including ours, may be subject to actions under the False Claims Act or similar state laws.

        Provisions in the Deficit Reduction Act of 2005 (“DRA”) that went into effect on January 1, 2007 give states significant financialincentives to enact false claims laws modeled on the federal False Claims Act. Additionally, the DRA requires every entity that receives annual payments of at least $5 million from a state Medicaid plan to establish written policies for its employees thatprovide detailed information about federal and state false claims statutes and the whistleblower protections that exist under those laws. Both provisions of the DRA are expected to result in increased false claims litigation against health care providers. We havecomplied with the written policy requirements.

       *Corporate Practice of Medicine and Fee Splitting*

        The states in which we operate have laws that prohibit unlicensed persons or business entities, including corporations, from employing physicians or laws that prohibitcertain direct or indirect payments or fee-splitting arrangements between physicians and unlicensed persons or business entities. Possible sanctions for violations of these restrictions include loss of a physician’s license, civil and criminal penalties andrescission of business arrangements that may violate these restrictions. These statutes vary from state to state, are often vague and seldom have been interpreted by the courts or regulatory agencies. Although we exercise care to structure our arrangements withhealthcare providers to comply with the relevant state law, and believe these arrangements comply with applicable laws in all material respects, we cannot assure you that governmental officials responsible for enforcing these laws will not assert that we, ortransactions in which we are involved, are in violation of such laws, or that such laws ultimately will be interpreted by the courts in a manner consistent with our interpretations.

       *The Health Insurance Portability and Accountability Act of 1996*

        The Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) require the use of uniformelectronic data transmission standards for healthcare claims and

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payment transactions submitted or received electronically. These provisions are intended to encourage electronic commerce in the healthcare industry. The Department of Health and Human Services(“HHS”) has issued regulations implementing the HIPAA Administrative Simplification Provisions and compliance with these regulations is mandatory for our facilities. In January 2009, CMS published a final rule regarding updated standard code sets forcertain diagnoses and procedures known as ICD-10 code sets and related changes to the formats used for certain electronic transactions. While use of the ICD-10 code sets is not mandatory until October 1, 2013, we will be modifying our payment systems andprocesses to prepare for the implementation. In addition, HIPAA requires that each provider use a National Provider Identifier. While use of the ICD-10 code sets will require significant administrative changes, we believe that the cost of compliance with theseregulations has not had and is not expected to have a material, adverse effect on our business, financial position or results of operations.

        The privacy and security regulations promulgated pursuant to HIPAA extensively regulate the use and disclosure of individually identifiable healthinformation and require covered entities, including our hospitals and health plans, to implement administrative, physical and technical safeguards to protect the security of such information. Recently, the American Recovery and Reinvestment Act of 2009(“ARRA”) broadened the scope of the HIPAA privacy and security regulations. Among other things, the ARRA provides that HHS must issue regulations requiring covered entities to report certain security breaches to individuals affected by the breach and, insome cases, to HHS or to the public via a website. This reporting obligation will apply broadly to breaches involving unsecured protected health information and will become effective 30 days from the date HHS issues these regulations. In addition, the ARRAextends the application of certain provisions of the security and privacy regulations to business associates (entities that handle identifiable health information on behalf of covered entities) and subjects business associates to civil and criminal penalties forviolation of the regulations.

        Violations of the HIPAA privacy and security regulations may result in civil and criminal penalties, and the ARRA has strengthened the enforcementprovisions of HIPAA, which may result in increased enforcement activity. Under the ARRA, HHS is required to conduct periodic compliance audits of covered entities and their business associates. The ARRA broadens the applicability of the criminal penalty provisions toemployees of covered entities and requires HHS to impose penalties for violations resulting from willful neglect. The ARRA also significantly increases the amount of the civil penalties, with penalties of up to $50,000 per violation for a maximum civil penalty of$1,500,000 in a calendar year for violations of the same requirement. In addition, the ARRA authorizes state attorneys general to bring civil actions seeking either injunction or damages in response to violations of HIPAA privacy and security regulations thatthreaten the privacy of state residents.

        In addition, we remain subject to any state laws that relate to privacy or the reporting of security breaches that are more restrictive than the regulationsissued under HIPAA and the requirements of the ARRA. For example, various state laws and regulations may require us to notify affected individuals in the event of a data breach involving certain individually identifiable health or financial information. In addition,the Federal Trade Commission has issued regulations requiring health providers and health plans to implement by May 1, 2009 written identity theft prevention programs to detect, prevent, and mitigate identity theft in connection with certain accounts.  We havecomplied with these new Federal Trade Commission regulations requiring identity theft prevention programs in all of our hospitals and health plans.

        Compliance with these standards has and will continue to require significant commitment and action by us and significant costs. We have appointed members of ourmanagement team to direct our compliance with these standards. Implementation has and will continue to require us to engage in extensive preparation and make significant expenditures. At this time we have appointed a corporate privacy officer and a privacy officer ateach of our facilities, prepared privacy policies, trained our workforce on these policies and entered into business associate agreements with the appropriate vendors. However, failure by us or third parties on which we rely, including payers, to resolveHIPAA-related implementation or operational issues could have a material adverse effect on our results of operations and our ability to provide healthcare services. Consequently, we can give you no assurance that issues related to the full implementation of, or ouroperations under, HIPAA will not have a material adverse effect on our financial condition or future results of operations.

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       *Conversion Legislation*

        Many states have enacted laws affecting the conversion or sale of not-for-profit hospitals. These laws generally include provisions relating to attorney general approval,advance notification and community involvement. In addition, attorneys general in states without specific conversion legislation may exercise authority over these transactions based upon existing law. In many states, there has been an increased interest in theoversight of not-for-profit conversions. The adoption of conversion legislation and the increased review of not-for-profit hospital conversions may increase the cost and difficulty or prevent the completion of transactions with or acquisitions of not-for-profitorganizations in various states.

       *The Emergency Medical Treatment and Active Labor Act*

        The Federal Emergency Medical Treatment and Active Labor Act (“EMTALA”) was adopted by Congress in response to reports of a widespread hospital emergency roompractice of “patient dumping.” At the time of the enactment, patient dumping was considered to have occurred when a hospital capable of providing the needed care sent a patient to another facility or simply turned the patient away based on suchpatient’s inability to pay for his or her care. The law imposes requirements upon physicians, hospitals and other facilities that provide emergency medical services. Such requirements pertain to what care must be provided to anyone who comes to such facilitiesseeking care before they may be transferred to another facility or otherwise denied care. The government broadly interprets the law to cover situations in which patients do not actually present to a hospital’s emergency department, but present to ahospital-based clinic that treats emergency medical conditions on an urgent basis or are transported in a hospital-owned ambulance, subject to certain exceptions. EMTALA does not generally apply to patients admitted for inpatient services. Sanctions for violations ofthis statute include termination of a hospital’s Medicare provider agreement, exclusion of a physician from participation in Medicare and Medicaid programs and civil monetary penalties. In addition, the law creates private civil remedies that enable anindividual who suffers personal harm as a direct result of a violation of the law, and a medical facility that suffers a financial loss as a direct result of another participating hospital’s violation of the law, to sue the offending hospital for damages andequitable relief. Although we believe that our practices are in substantial compliance with the law, we cannot assure you that governmental officials responsible for enforcing the law will not assert from time to time that our facilities are in violation of thisstatute.

       *Antitrust Laws*

        The federal government and most states have enacted antitrust laws that prohibit certain types of conduct deemed to be anti-competitive. These laws prohibitprice fixing, agreements to fix wages, concerted refusal to deal, market monopolization, price discrimination, tying arrangements, acquisitions of competitors and other practices that have, or may have, an adverse effect on competition. Violations of federal or stateantitrust laws can result in various sanctions, including criminal and civil penalties. Antitrust enforcement in the healthcare industry is currently a priority of the Federal Trade Commission. We believe we are in compliance with such federal and state laws, butthere can be no assurance that a review of our practices by courts or regulatory authorities will not result in a determination that could adversely affect our operations.

       *Healthcare Reform*

        The healthcare industry, as one of the largest industries in the United States, continues to attract much legislative interest and public attention. The Obama administration has stated as its top domestic priority its desire to reform the U.S. healthcare system with the goal of providing affordable, accessible healthcare for all Americans while slowing the growth of healthcare costs. This prioritywas demonstrated in February 2009, when President Obama released a federal budget proposal to Congress that includes plans to expand coverage to more Americans, but also to reduce Medicare and Medicaid spending over ten years by $316.0 billion in the form of reducedsubsidies to Medicare Advantage health plans, cuts in payments to hospitals with high readmission rates and bundled payments for post-acute services during the 30 days following inpatient stays and value-based purchasing savings by linking a portion of Medicarepayments to hospitals to performance on specific quality measures. To implement their version of President Obama’s reform plans, in July 2009 four of the five Congressional committees working on healthcare reform approved some version of reform legislation. Inthe House of Representatives, all three committees working on the legislation (the Committees on Ways and Means, Energy and Commerce and Education

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and Labor) passed different versions of the same bill under which the principal provisions were as follows: (1) for individuals not currently covered, a new healthcare exchange will be established wherethey can select from a menu of healthcare options: either a new “public health insurance option” or a plan offered by private insurers; (2) the legislation will provide for  portable, secure health care plans, with standardized and comprehensivehealthcare benefits, ending denials of care based on pre-existing conditions and capping out-of-pocket expenses; (3) the federal government will provide affordability credits, available on a sliding scale for low- and middle-income individuals and families, to makepremiums affordable and reduce cost-sharing;  and (4) the legislation imposes both an individual and employer mandate: individuals would be required to obtain and maintain health insurance coverage or be subject to a penalty of 2.5% of modified adjustedgross income above certain specified levels; employers may choose to fund 72.5% of an individual employee's premium cost (65% for families) or contribute an amount ranging from 2% to 8% of the employer's payroll, with small businesses (payroll below $250,000) beingexempt from the employer mandate. In the House Energy and Commerce Committee several key provisions of the legislation were changed to reduce its costs, to increase to $500,000 in payroll (from $250,000) the threshold at which small businesseswould be required to offer health insurance and to permit providers to negotiate payment rates for the federally-administered “public option” health insurance plan rather than linking payments to Medicare rates. During the Congressional recess in August2009, the three House committees worked to meld the bills into one final version for consideration by the entire House of Representatives as early as September 2009. In the Senate, its Committee on Health, Education, Labor and Pensions approved its version ofhealthcare reform legislation on July 15, 2009 which is similar to, but less extensive in benefits than, the House version. Meanwhile, during August 2009 the Senate Committee on Finance continued its efforts to negotiate a bipartisan agreement on healthcare reformlegislation and that committee is not expected to vote upon its healthcare reform bill until at least September 2009, when Congress returns from its August recess. One of the most significant differences in the legislation produced by the Senate Finance Committee islikely to be the establishment of state and/or regional health insurance cooperatives in lieu of a federally-administered “public option” to compete with private health insurance plans. The health cooperatives would be privately-administered, non-profitentities managed by a board of directors comprised of cooperative members. The Senate Finance Committee is also developing additional tax proposals such as taxing healthcare benefits under the most generous plans, as well as Medicare and Medicaid reductions, tooffset the cost of the legislation. Furthermore, unlike the proposals passed by the four other House and Senate committees, it is anticipated that the Senate Finance Committee package will likely not include a requirement that employers must offer health insurancecoverage to employees and their families. Once passed by the Senate Finance Committee, the two Senate committees will need to merge the two bills into one final version for consideration by the entire Senate, potentially in September or October2009.

        Also, many states have enacted or are considering enacting measures designed to reduce their Medicaid expenditures. States have also adopted, or are considering,legislation designed to reduce coverage and program eligibility and/or impose additional taxes on hospitals to help finance or expand states’ Medicaid systems. Also, many states, including the states in which we operate, have applied for and been grantedfederal waivers from current Medicaid regulations to allow them to serve some or all of their Medicaid participants through managed care providers.

        We are unable to predict the future course of federal or state healthcare legislation. Further changes in the law or regulatory framework that reduce our revenues orincrease our costs could have a material adverse effect on our business, financial condition or results of operations.

       *Healthcare Industry Investigations*

        Significant media and public attention has focused in recent years on the hospital industry. In recent years, increased attention has been paid to hospitals with highMedicare outlier payments and to recruitment arrangements with physicians. Further, there are numerous ongoing federal and state investigations regarding multiple issues. These investigations have targeted hospital companies as well as their executives and managers.Like other hospital companies, we have substantial Medicare, Medicaid and other governmental billings and we engage in various arrangements with physicians, which could result in scrutiny of our operations. We continue to monitor these and all other aspects of ourbusiness and have developed a compliance program to assist us in gaining comfort that our business practices are consistent with both legal principles and current industry standards. However, because the law in this area is complex and constantly evolving, we cannotassure you that government investigations will not result in interpretations that are inconsistent with industry practices, including ours. In public statements surrounding

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current investigations, governmental authorities have taken positions on a number of issues, including some for which little official interpretation previously has been available, that appear to be inconsistentwith practices that have been common within the industry and that previously have not been challenged in this manner. In some instances, government investigations that have in the past been conducted under the civil provisions of federal law may now be conducted ascriminal investigations.

        Many current healthcare investigations are national initiatives in which federal agencies target an entire segment of the healthcare industry. One example is the federalgovernment’s initiative regarding hospital providers’ improper requests for separate payments for services rendered to a patient on an outpatient basis within three days prior to the patient’s admission to the hospital, where reimbursement for suchservices is included as part of the reimbursement for services furnished during an inpatient stay. In particular, the government has targeted all hospital providers to ensure conformity with this reimbursement rule. The federal government also has undertaken anational investigative initiative targeting the billing of claims for inpatient services related to bacterial pneumonia, as the government has found that many hospital providers have attempted to bill for pneumonia cases under more complex and higher reimburseddiagnosis related groups codes. Further, the federal government continues to investigate Medicare overpayments to prospective payment hospitals that incorrectly report transfers of patients to other prospective payment system hospitals as discharges. We are awarethat prior to our acquisition of them, several of our hospitals were contacted in relation to certain government investigations relating to their operations. Although we take the position that, under the terms of the acquisition agreements, the prior owners of thesehospitals retained any liability resulting from these government investigations, we cannot assure you that the prior owners’ resolution of these matters or failure to resolve these matters, in the event that any resolution was deemed necessary, will not have amaterial adverse effect on our operations. Further, under the federal False Claims Act, private parties have the right to bring *“qui tam”* whistleblower lawsuits against companies that submit false claims for payments to thegovernment. Some states have adopted similar state whistleblower and false claims provisions.

        In addition to national enforcement initiatives, federal and state investigations commonly relate to a wide variety of routine healthcare operations suchas: cost reporting and billing practices; financial arrangements with referral sources; physician recruitment activities; physician joint ventures; and hospital charges and collection practices for self-pay patients. We engage in many of these routine healthcareoperations and other activities that could be the subject of governmental investigations or inquiries from time to time. For example, we have significant Medicare and Medicaid billings, we have numerous financial arrangements with physicians who are referral sourcesto our hospitals and we have joint venture arrangements involving physician investors.

        While we are not currently aware of any material investigation of us under federal or state health care laws or regulations, it is possible that governmental entities mayconduct investigations at facilities operated by us and that such investigations could result in significant penalties to us, as well as adverse publicity. It is also possible that our executives and managers, many of whom have worked at other healthcare companiesthat are or may become the subject of federal and state investigations and private litigation, could be included in governmental investigations or named as defendants in private litigation. The positions taken by authorities in any future investigations of us, ourexecutives or managers or other healthcare providers and the liabilities or penalties that may be imposed could have a material adverse effect on our business, financial condition and results of operations.

       *Health Plan Regulatory Matters*

        Our health plans are subject to state and federal laws and regulations. CMS has the right to audit our health plans to determine the plans’ compliance with suchstandards. In addition, AHCCCS has the right to audit PHP to determine PHP’s compliance with such standards. Also, PHP is required to file periodic reports with AHCCCS, meet certain financial viability standards, provide its enrollees with certain mandatedbenefits and meet certain quality assurance and improvement requirements. Our health plans also have to comply with the standardized formats for electronic transmissions and privacy and security standards set forth in the Administrative Simplifications Provisions ofHIPAA. Our health plans have implemented the necessary policies and procedures to comply with the final federal regulations on these matters and were in compliance with them by their deadlines.

        The Anti-Kickback Statute has been interpreted to prohibit the payment, solicitation, offering or receipt of any form of remuneration in return for the referral offederal health program patients or any item or service that is reimbursed, in whole or in part, by any federal healthcare program. Similar statutes have been adopted in Illinois and

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Arizona that apply regardless of the source of reimbursement. The Department of Health and Human Services has adopted safe harbor regulations specifying certain relationships and activities that are deemed not toviolate the Anti-Kickback Statute which specifically relate to managed care including:

               •

 

waivers by health maintenance organizations of Medicare and Medicaid beneficiaries’ obligations to pay cost-sharing amounts or to provide other incentives in order to attract Medicare and Medicaidenrollees;

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certain discounts offered to prepaid health plans by contracting providers;

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certain price reductions offered to eligible managed care organizations; and

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certain price reductions offered by contractors with substantial financial risk to managed care organizations.

        We believe that the incentives offered by our health plans to their enrollees and the discounts they receive contracting with healthcare providers satisfy therequirements of the safe harbor regulations. However, the failure to satisfy each criterion of the applicable safe harbor does not mean that the arrangement constitutes a violation of the law; rather, the safe harbor regulations provide that an arrangement which doesnot fit within a safe harbor must be analyzed on the basis of its specific facts and circumstances. We believe that our health plans’ arrangements comply in all material respects with the federal Anti-Kickback Statute and similar state statutes.

       *Environmental Matters*

        We are subject to various federal, state and local laws and regulations relating to environmental protection. Our hospitals are not highly regulated under environmentallaws because we do not engage in any industrial activities at those locations. The principal environmental requirements and concerns applicable to our operations relate to:

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the proper handling and disposal of hazardous and low level medical radioactive waste;

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ownership or historical use of underground and above-ground storage tanks;

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management of impacts from leaks of hydraulic fluid or oil associated with elevators, chiller units or incinerators;

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appropriate management of asbestos-containing materials present or likely to be present at some locations; and

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the potential acquisition of, or maintenance of air emission permits for, boilers or other equipment.

        We do not expect our compliance with environmental laws and regulations to have a material effect on us. We may also be subject to requirements related to the remediationof substances that have been released into the environment at properties owned or operated by us or at properties where substances were sent for off-site treatment or disposal. These remediation requirements may be imposed without regard to fault and whether or notwe owned or operated the property at the time that the relevant releases or discharges occurred. Liability for environmental remediation can be substantial.

**Item 1A. Risk Factors.**

        *If any of the following events discussed in the following risks were to occur, our business, results of operations, financial condition, cash flows or prospects couldbe materially adversely affected.  Additional risks and uncertainties not presently known, or currently deemed immaterial by us, may also constrain our business and operations.*

**Risks Relating to our Capital Structure**

        ***Our high level of debt and significant leverage may adversely affect our operations and our ability to grow and otherwise execute our businessstrategy.***

        We have a substantial amount of debt. As of June 30, 2009, we had $1,551.6 million of outstanding debt, excluding letters of credit and guarantees. This represented 72.5%of our total capitalization as of June 30, 2009. The amount of our outstanding indebtedness is large compared to the net book value of our assets, and we have significant repayment obligations under our outstanding indebtedness.

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        Our substantial indebtedness could:

               •

 

limit our ability to obtain additional financing to fund future capital expenditures, working capital, acquisitions or other needs;

 

 

 

               •

increase our vulnerability to general adverse economic, market and industry conditions and limit our flexibility in planning for, or reacting to, these conditions;

 

 

 

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make us vulnerable to increases in interest rates since $316.4 million (as of September 1, 2009) and an additional $450.0 million (after the expiration of our interest rate swap agreement on March 31, 2010) of ourborrowings under our senior credit facilities are, and additional borrowings may be, at variable interest rates;

 

 

 

               •

our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited, and we may be more vulnerable to a downturn in general economic or industry conditions or beunable to carry out capital spending that is necessary or important to our growth strategy and our efforts to improve operating margins;

 

 

 

               •

 

limit our ability to use operating cash in other areas of our business because we must use a substantial portion of these funds to make principal and interest payments; and

 

 

 

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limit our ability to compete with others who are not as highly-leveraged.

        Our ability to make scheduled payments of principal and interest or to satisfy our other debt obligations, to refinance our indebtedness or to fund capital expenditureswill depend on our future operating performance. Prevailing economic conditions (including interest rates) and financial, business and other factors, many of which are beyond our control, will also affect our ability to meet these needs. We may not be able togenerate sufficient cash flows from operations or realize anticipated revenue growth or operating improvements, or obtain future borrowings in an amount sufficient to enable us to pay our debt, or to fund our other liquidity needs. We may need to refinance all or aportion of our debt on or before maturity. We may not be able to refinance any of our debt when needed on commercially reasonable terms or at all.

        ***Despite our current significant leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks that we and oursubsidiaries face.***

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures and the senior credit facilities do not fullyprohibit us or our subsidiaries from doing so. Our revolving credit facility provides commitments of up to $250.0 million (not giving effect to any outstanding letters of credit, which would reduce the amount available under our revolving credit facility), of which$218.8 million was available for future borrowings as of September 1, 2009.  In addition, upon the occurrence of certain events, we may request an incremental term loan facility or facilities be added to our current senior credit facilities in an amount not toexceed $300.0 million in the aggregate, subject to receipt of commitments by existing lenders or other financing institutions and to the satisfaction of certain other conditions. We may in the future borrow all available amounts under the revolving credit facility,under the incremental term loan facility and in addition, we may borrow substantial additional indebtedness in the future under new debt agreements. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face couldintensify.

        ***Operating and financial restrictions in our debt agreements limit our operational and financial flexibility.***

        The senior credit facilities and the indentures under which $575.0 million aggregate principal amount of our 9.0% senior subordinated notes due 2014 and $216.0 millionaggregate principal amount of our 11.25% senior discount notes due 2015 were issued (collectively, the “Public Notes”) contain a number of significant covenants that, among other things, restrict our ability to:

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incur additional indebtedness or issue preferred stock;

 

 

 

               •

 

pay dividends on or make other distributions or repurchase our capital stock or make other restricted payments;

 

 

 

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make investments;

 

 

 

               •

 

enter into certain transactions with affiliates;

 

 

 

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limit dividends or other payments by restricted subsidiaries to our restricted subsidiaries;

 

 

 

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create liens on *pari passu* or subordinated indebtedness without securing the Public Notes;

 

 

 

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designate our subsidiaries as unrestricted subsidiaries; and

 

 

 

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sell certain assets or merge with or into other companies or otherwise dispose of all or substantially all of our assets.

        In addition, under the senior credit facilities, we are required to satisfy and maintain specified financial ratios and tests. Events beyond our control may affect ourability to comply with those provisions, and we may not be able to meet those ratios and tests. The breach of any of these covenants would result in a default under the senior credit facilities. In the event of default, the lenders could elect to declare all amountsborrowed under the senior credit facilities, together with accrued interest, to be due and payable and could proceed against the collateral securing that indebtedness. Borrowings under the senior credit facilities are senior in right of payment to the Public Notes.If any of our indebtedness were to be accelerated, our assets may not be sufficient to repay in full that indebtedness and the Public Notes.

        Our capital expenditure and acquisition strategies require substantial capital resources. The building of new hospitals and the operations of our existing hospitals andnewly acquired hospitals require ongoing capital expenditures for construction, renovation, expansion and the addition of medical equipment and technology. More specifically, we may in the future be contractually obligated to make significant capital expendituresrelating to the facilities we acquire. Also, construction costs to build new hospitals are substantial and continue to increase. Our debt agreements may restrict our ability to incur additional indebtedness to fund these expenditures.

        A breach of any of the restrictions or covenants in our debt agreements could cause a cross-default under other debt agreements. A significant portion of our indebtednessthen may become immediately due and payable. We are not certain whether we would have, or be able to obtain, sufficient funds to make these accelerated payments. If any senior debt is accelerated, our assets may not be sufficient to repay in full such indebtednessand our other indebtedness.

        ***We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under ourindebtedness, which may not be successful.***

        Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economicand competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on ourindebtedness. In addition, the indentures governing the Public Notes allow us to make significant dividend payments, investments and other restricted payments. Our making these payments could decrease available cash and adversely affect our ability to make principaland interest payments on our indebtedness.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, seek additionalcapital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantialliquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. The

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senior credit facilities and the indentures restrict our ability to use the proceeds from asset sales. We may not be able to consummate those asset sales to raise capital or sell assets at prices that we believeare fair and proceeds that we do receive may not be adequate to meet any debt service obligations then due.

        ***Tightened credit markets and continued economic deterioration may prevent us from servicing our current debt or refinancing, replacing or otherwise obtaining a newrevolving loan facility to replace our facility expiring in September 2010 or obtaining the necessary funds to repay a  significant portion of our debt that will mature during September 2011.***

        We are a highly leveraged company. As of June 30, 2009, we had $1,551.6 million of outstanding indebtedness. Of this amount, $766.4 million of term loans mature inSeptember 2011. Additionally, we have a $250.0 million ($218.8 million net of borrowing capacity reductions for our outstanding letters of credit) revolving loan facility that expires in September 2010. The tightened credit markets have especially impacted theability of highly leveraged companies, like us, to access sources of liquidity on similar terms or pricing as currently in place, or at all. Our inability to replace our revolving credit facility in September 2010 may limit our ability to competitively manage ourcurrent operations, make capital expenditures, make required principal and interest repayments under our debt agreements or complete acquisitions to grow our business. If prevailing instability in the credit and financial markets continues, we may be unable torefinance or repay our outstanding $766.4 million term debt due in September 2011. We also make significant cash interest payments on our outstanding $575.0 million 9.0% senior subordinated notes and will be required to make cash interest payments on our $216.0million 11.25% senior discount notes beginning in April 2010. Should current economic conditions worsen, our operating cash flows may be materially adversely impacted, which could make it more difficult for us to make these cash interest payments. If we were unableto make scheduled interest or principal payments on our debt, we would be in default and, as a result:

        •

 

Our debt holders could declare all outstanding principal and interest to be due and payable;

 

 

 

        •

Our secured debt lenders could terminate their commitments and commence foreclosure proceedings against our assets; and

 

 

 

        •

We could be forced into bankruptcy or liquidation.

        We also face the risk of non-compliance with the debt covenants under our senior secured credit agreement, including the total leverage ratio limit, which decreased to4.50x from 5.00x for the test period ending March 31, 2009. While we are currently in compliance with all of our debt covenants, future violations of any of these covenants without cure would result in a debt default as described above.

        ***An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.***

        A significant portion of the borrowings under our Senior Credit Facilities bear interest at variable rates. As a result, an increase in interest rates, whether because ofan increase in market interest rates or an increase in our own cost of borrowing, would increase the cost of servicing our debt and could materially reduce our profitability. The impact of such an increase would be more significant than it would be for some othercompanies because of our substantial debt. For a discussion of how we manage our exposure to changes in interest rates through the use of interest rate swap agreements on certain portions of our outstanding debt, see “Item 7A. – Quantitave and QualitativeDisclosure About Market Risks.”

        ***We are controlled by a small number of stockholders and they may have conflicts of interest with us in the future.***

        We are controlled by our principal equity sponsors, and they have the ability to control our policies and operations. The interests of our principal equity sponsors maynot in all cases be aligned with our interests. For example, our principal equity sponsors could cause us to make acquisitions, divestitures and other transactions that, in their judgment, could enhance their equity investment in us, even though such transactionsmight reduce cash flows or capital reserves available to fund our debt service obligations. Additionally, our controlling shareholders are in the business of making investments in companies and may from time to time acquire and hold interests in businesses thatcompete directly or indirectly with us. Accordingly, our principal equity sponsors may also pursue

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acquisitions that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as our principal equity sponsors continue to own a significant amount ofour equity interests, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions.

**Risks Related to our Business**

        ***If we are unable to enter into favorable contracts with managed care plans, our operating revenues may be reduced.***

        Our ability to negotiate favorable contracts with health maintenance organizations, insurers offering preferred provider arrangements and other managed care planssignificantly affects the revenues and operating results of our hospitals. Revenues derived from health maintenance organizations, insurers offering preferred provider arrangements and other managed care plans, including managed Medicare and managed Medicaid plans,accounted for approximately 58% of our net patient revenues for the year ended June 30, 2009. Managed care organizations offering prepaid and discounted medical services packages represent an increasing portion of our admissions, a general trend in the industry whichhas limited hospital revenue growth nationwide and a trend that may continue. In addition, private payers are increasingly attempting to control healthcare costs through direct contracting with hospitals to provide services on a discounted basis, increasedutilization review and greater enrollment in managed care programs such as health maintenance organizations and preferred provider organizations. Additionally, the trend towards consolidation among private managed care payers tends to increase their bargaining pricesover fee structures. In most cases, we negotiate our managed care contracts annually as they come up for renewal at various times during the year. Our future success will depend, in part, on our ability to renew existing managed care contracts and enter into newmanaged care contracts on terms favorable to us. Other healthcare companies, including some with greater financial resources, greater geographic coverage or a wider range of services, may compete with us for these opportunities. If we are unable to contain coststhrough increased operational efficiencies or to obtain higher reimbursements and payments from managed care payers, our results of operations and cash flows will be materially adversely affected.

        ***Our revenues may decline if federal or state programs reduce our Medicare or Medicaid payments or managed care companies reduce ourreimbursements.***

        Approximately 56% of our net patient revenues for the year ended June 30, 2009 came from the Medicare and Medicaid programs, including Medicare and Medicaid managedplans. In recent years, federal and state governments have made significant changes in the Medicare and Medicaid programs. Some of those changes adversely affect the reimbursement we receive for certain services. In addition, due to budget deficits in many states,significant decreases in state funding for Medicaid programs have occurred or are being proposed.

        On August 22, 2007, CMS issued a final rule for federal fiscal year 2008 for the hospital inpatient prospective payment system. This rule adopted a two-yearimplementation of MS-DRGs, a severity-adjusted DRG system. This change represented a refinement to the DRG system, and its impact on our revenues has not been significant. Realignments in the DRG system could impact the margins we receive for certainservices.

        DRG rates are updated and MS-DRG weights are recalibrated each federal fiscal year. The index used to update the market basket gives consideration to theinflation experienced by hospitals and entities outside the healthcare industry in purchasing goods and services. The annual Medicare regulatory update for federal fiscal year 2010 provides for a 2.1% market basket update for hospitals that submit certain qualitypatient care indicators and a 0.1% update for hospitals that do not submit this data. While we will endeavor to comply with all quality data submission requirements, our submissions may not be deemed timely or sufficient to entitle us to the full market basketadjustment for all our hospitals. Medicare payments to hospitals in federal fiscal year 2009 were reduced by 0.9% to eliminate what CMS estimates will be the effect of coding or classification changes as a result of hospitals implementing the MS-DRG system. Afterearlier proposing an increase in the “documentation and coding adjustment” to 1.9% for federal fiscal year 2010, on July 31, 2009 CMS announced that it had decided not to make any adjustment in federal fiscal year 2010 since it did not know whetherfederal fiscal year 2009 spending from documentation and coding is more or less than earlier projected. However, Congress has given CMS the ability to continue to retrospectively determine if the documentation and coding adjustment levels for federal fiscal years2008

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and 2009 were adequate to account for changes in payments not related to changes in case mix. If the levels are found to have been inadequate, CMS could impose an adjustment to payments for federalfiscal years 2011 and 2012. This evaluation of changes in case-mix based on actual claims data may yield a higher documentation and coding adjustment thereby potentially reducing our revenues and impacting our results of operations in ways that cannot be quantifiedat this time. Additionally, Medicare payments to hospitals are subject to a number of other adjustments, and the actual impact on payments to specific hospitals may vary. In some cases, commercial third-party payers and other payers such as some state Medicaidprograms rely on all or portions of the Medicare DRG system to determine payment rates. The change from traditional Medicare DRGs to MS-DRGs could adversely impact those payment rates if any other payers adopt MS-DRGs.

        The federal government and many states have recently adopted or are currently considering reducing the level of Medicaid funding (including upperpayment limits) or program eligibility that could adversely affect future levels of Medicaid reimbursement received by our hospitals. Since states must operate with balanced budgets and since the Medicaid program is often a state’s largest program, anumber of states have adopted, or are considering adopting, legislation designed to reduce their Medicaid expenditures. DRA 2005 includes federal Medicaid cuts of approximately $4.8 billion over five years. Additionally, on May 29, 2007, CMSpublished a final rule entitled “Medicaid Program; Cost Limit for Providers Operated by Units of Government and Provisions to Ensure the Integrity of Federal-State Financial Partnership” which is estimated to reduce federal Medicaid funding from $12 to$20 billion over five years. Congress enacted two moratoria in respect of this rule that delayed six of seven proposed Medicaid regulations in this final CMS rule until July 1, 2009. On June 30, 2009, three more of the Medicaid regulations that had been under acongressional moratorium set to expire July 1, 2009 were officially rescinded all or in part by CMS, and CMS also delayed until June 30, 2010 the enforcement of the fourth of the six regulations. As a result of these changes in implementing the final rule, the impacton us of the final rule can not be quantified. States have also adopted, or are considering adopting, legislation designed to reduce coverage and program eligibility, enroll Medicaid recipients in managed care programs and/or impose additional taxes on hospitals tohelp finance or expand the states’ Medicaid systems. Future legislation or other changes in the administration or interpretation of government health programs could have a material adverse effect on our financial position and results ofoperations.

        Our ability to negotiate favorable contracts with managed care plans significantly affects the revenues and operating results of most of our hospitals.Managed care payers increasingly are demanding discounted fee structures, and the trend toward consolidation among managed care plans tends to increase their bargaining power over fee structures. Reductions in price increases or the amounts received from managed careplans could have a material adverse effect on our financial position and results of operations.

        In recent years, both the Medicare program and several large managed care companies have changed our reimbursement to link some of their payments, especially their annualincreases in payments, to performance of quality of care measures. We expect this trend to “pay-for-performance” to increase in the future. If we are unable to meet these performance measures, our results of operations and cash flow will be materiallyadversely affected.

        ***We conduct business in a heavily regulated industry, and changes in regulations or violations of regulations may result in increased costs or sanctions that couldreduce our revenues and profitability.***

        The healthcare industry is subject to extensive federal, state and local laws and regulations relating to licensing, the conduct of operations, the ownership offacilities, the addition of facilities and services, financial arrangements with physicians and other referral sources, confidentiality, maintenance and security issues associated with medical records, billing for services and prices for services. If a determinationwere made that we were in material violation of such laws or regulations, our operations and financial results could be materially adversely affected.

        In many instances, the industry does not have the benefit of significant regulatory or judicial interpretations of these laws and regulations. This is particularly truein the case of Medicare and Medicaid statute codified under section 1128B(b) of the Social Security Act and known as the “Anti-Kickback Statute.” This law prohibits providers and other person or entities from soliciting, receiving, offering or paying,directly or indirectly, any remuneration with the intent to generate referrals of orders for services or items reimbursable under Medicare, Medicaid and other federal healthcare programs. As authorized by Congress, the United States Department of Health and HumanServices has issued regulations which describe some of the conduct and business relationships immune from prosecution under the Anti-Kickback Statute. The fact that a given business arrangement does not fall within one of

37

these “safe harbor” provisions does not render the arrangement illegal, but business arrangements of healthcare service providers that fail to satisfy the applicable safe harbor criteria risk increasedscrutiny by enforcement authorities.

        Some of the financial arrangements that our facilities maintain with physicians do not meet all of the requirements for safe harbor protection. The regulatory authoritiesthat enforce the Anti-Kickback Statute may in the future determine that one or more of these arrangements violate the Anti-Kickback Statute or other federal or state laws. A determination that a facility has violated the Anti-Kickback Statute or other federal lawscould subject us to liability under the Social Security Act, including criminal and civil penalties, as well as exclusion of the facility from participation in government programs such as Medicare and Medicaid or other federal healthcare programs.

        In addition, the portion of the Social Security Act commonly known as the “Stark Law” prohibits physicians from referring Medicare and (to an extent) Medicaidpatients to providers of certain “designated health services” if the physician or a member of his or her immediate family has an ownership or investment interest in, or compensation arrangement with, that provider. In addition, the provider in sucharrangements is prohibited from billing for all of the designated health services referred by the physician. Many of the services furnished by our facilities are “designated health services” for Stark Law purposes. There are multiple exceptions to theStark Law, among others, for physicians maintaining an ownership interest in an entire hospital or having a compensation relationship with the facility as a result of employment agreements, leases, physician recruitment and certain other arrangements. However, eachof these exceptions applies only if detailed conditions are met. An arrangement subject to the Stark Law must qualify for an exception in order for the services to be lawfully referred by the physician and billed by the provider.

        CMS has issued three phases of final regulations implementing the Stark Law. Phases I and II became effective in January 2002 and July 2004, respectively, andPhase III became effective in December 2007. While these regulations help clarify the requirements of the exceptions to the Stark Law, it is unclear how the government will interpret many of these exceptions for enforcement purposes. In addition, in July 2007CMS proposed far-reaching changes to the regulations implementing the Stark Law that would further restrict the types of arrangements that hospitals and physicians may enter, including additional restrictions on certain leases, percentage compensation arrangements,and agreements under which a hospital purchases services under arrangements. On July 31, 2008, CMS issued a final rule which, in part, finalized and responded to public comments regarding some of its July 2007 proposed major changes to the Stark Law regulations toundermine many common hospital/physician joint venture models. The most far-reaching of the changes made in this final July 2008 rule will effectively prohibit, as of a delayed effective date of October 1, 2009, both “under arrangements” ventures betweena hospital and any of its physicians and unit-of-service-based "per click" compensation and percentage-based compensation in office space and equipment leases between a hospital and its physicians. We have examined all of our “under arrangements” venturesand space and equipment leases with physicians to identify those arrangements which potentially violate these new Stark regulations, and we are in the process of restructuring or terminating non-conforming arrangements so identified prior to October 1, 2009. Becausethe Stark Law and its implementing regulations are relatively new, we do not always have the benefit of significant regulatory or judicial interpretation of this law and its regulations. We attempt to structure our relationships to meet an exception to the Stark Law,but the regulations implementing the exceptions are detailed and complex, and we cannot assure that every relationship complies fully with the Stark Law. In addition, in the July 2008 final Stark rule CMS indicated that it will continue to enact further regulationstightening aspects of the Stark Law that it perceives allow for Medicare program abuse, especially those regulations that still permit physicians to profit from their referrals of ancillary services. We cannot assure you that the arrangements entered into by ourhospitals with physicians will be found to be in compliance with the Stark Law, as it ultimately may be implemented or interpreted.

        Additionally, if we violate the Anti-kickback Statute or Stark Law, or if we improperly bill for our services, we may be found to violate the False ClaimsAct, either under a suit brought by the government or by a private person under a *qui tam*, or “whistleblower,” suit.

        If we fail to comply with the Anti-kickback Statute, the Stark Law, the False Claims Act or other applicable laws and regulations, or if we fail to maintainan effective corporate compliance program, we could be subjected to liabilities, including civil penalties (including the loss of our licenses to operate one or more facilities), exclusion of one or more facilities from participation in the Medicare, Medicaid andother federal and state health care programs

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and, for violations of certain laws and regulations, criminal penalties. See Item 1, “Business — Governmental Regulation and Other Factors.”

        All of the states in which we operate have adopted or have considered adopting similar anti-kickback and physician self-referral legislation, some of which extends beyondthe scope of the federal law to prohibit the payment or receipt of remuneration for the referral of patients and physician self-referrals, regardless of the source of payment for the care. Little precedent exists for the interpretation or enforcement of these laws.Both federal and state government agencies have announced heightened and coordinated civil and criminal enforcement efforts.

        Government officials responsible for enforcing healthcare laws could assert that one or more of our facilities, or any of the transactions in which we are involved, arein violation of the Anti-Kickback Statute or the Stark Law and related state law exceptions. It is also possible that the courts could ultimately interpret these laws in a manner that is different from our interpretations. Moreover, other healthcare companies,alleged to have violated these laws, have paid significant sums to settle such allegations and entered into “corporate integrity agreements” because of concern that the government might exercise its authority to exclude those providers from governmentalpayment programs (Medicare, Medicaid, TRICARE). A determination that one or more of our facilities has violated these laws, or the public announcement that we are being investigated for possible violations of these laws, could have a material adverse effect on ourbusiness, financial condition, results of operations or prospects, and our business reputation could suffer significantly.

        Illinois and Massachusetts require governmental determinations of need (“Certificates of Need”) prior to the purchase of major medical equipment or theconstruction, expansion, closure, sale or change of control of healthcare facilities. We believe our facilities have obtained appropriate certificates wherever applicable. However, if a determination were made that we were in material violation of such laws, ouroperations and financial results could be materially adversely affected. The governmental determinations, embodied in Certificates of Need, can also affect our facilities’ ability to add bed capacity or important services. We cannot predict whether we will beable to obtain required Certificates of Need in the future. A failure to obtain any required Certificates of Need may impair our ability to operate the affected facility profitably.

        The laws, rules and regulations described above are complex and subject to interpretation. If we are in violation of any of these laws, rules or regulations, or iffurther changes in the regulatory framework occur, our results of operations could be significantly harmed. For a more detailed discussion of the laws, rules and regulations described above, see Item 1, “Business – Government Regulation and OtherFactors.”

        ***Some of our hospitals will be required to submit to CMS information on their relationships with physicians and this submission could subject such hospitals and usto liability.***

        CMS announced in 2007 that it intends to collect information on ownership, investment and compensation arrangements with physicians from 500 (pre-selected) hospitals byrequiring these hospitals to submit to CMS Disclosure of Financial Relationship Reports (“DFRR”) from each selected hospital. CMS also indicated that at least 10 of our hospitals will be among these 500 hospitals required to submit a DFRR because these 10hospitals did not respond to CMS’ voluntary survey instrument on this topic purportedly submitted to these hospitals via email by CMS in 2006. CMS intends to use this data to determine whether these hospitals were in compliance with the Stark Law andimplementing regulations during the reporting period (currently expected to be the cost reporting periods of these hospitals ending in 2006), and CMS has indicated it may share this information with other government agencies and with Congressional committees. Many of these agencies have not previously analyzed this information and have the authority to bring enforcement actions against the hospitals. However, in July 2008 CMS announced that, based on its further review and expected further public comments on this matter,CMS may decide in the future to decrease (but not increase) the number of hospitals to which it will send the DFRR below the 500 hospitals originally designated.

        Once a hospital receives this request for a DFRR, the hospital will have 60 days to compile a significant amount of information relating to its financial relationshipswith physicians. The hospital may be subject to civil monetary penalties of up to $10,000 per day if it is unable to assemble and report this information within the required timeframe or if CMS or any other government agency determines that the submission isinaccurate or incomplete.

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The hospital may be the subject of investigations or enforcement actions if a government agency determines that any of the information indicates a potential violation of law.

        Also, while in 2007 CMS had announced that it was contemplating proposing a regular financial disclosure process that would apply in the future to all Medicareparticipating hospitals, in July 2008 CMS announced that, based upon public comments previously received, it was not adopting a regular reporting or disclosure process at that time, and, thus, CMS said the DFRR will initially be used as a one-time collection effort.However, CMS also said in July 2008 that, depending on the information received from the initial DFRR process and other factors, it may propose future rulemaking to use the DFRR or some other instrument as a periodic or regular collection instrument. Thus, even ifone of our hospitals does not receive the DFRR survey as part of the initial up to 500 selected hospitals, we expect that all of our hospitals will possibly have to report similar information to CMS in the future.

        The DFRR and its supporting documentation are currently under review by the Office of Management and Budget and have not yet been released. Depending on the final formatof the DFRR, responding hospitals may be subject to substantial penalties as a result of enforcement actions brought by government agencies and whistleblowers acting pursuant to the False Claims Act and similar state laws, based on such allegations like failure torespond within required deadlines, that the response is inaccurate or contains incomplete information or that the response indicates a potential violation of the Stark Law or other requirements.

        Any governmental investigation or enforcement action which results from the DFRR process could materially adversely affect the results of our operations.

        ***Providers in the healthcare industry have been the subject of federal and state investigations, whistleblower lawsuits and class action litigation, and we maybecome subject to investigations, whistleblower lawsuits or class action litigation in the future.***

        Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of hospitalcompanies, as well as their executives and managers. These investigations relate to a wide variety of topics, including:

        •

 

cost reporting and billingpractices;                                                                                                               

        •

 

laboratory and home healthcare services;

        •

 

physician ownership of, and joint ventures with, hospitals;

        •

 

physician recruitment activities; and

        •

 

other financial arrangements with referral sources

        In addition, the federal False Claims Act permits private parties to bring *qui tam*, or whistleblower, lawsuits against companies. Whistleblower provisions allowprivate individuals to bring actions on behalf of the government alleging that the defendant has defrauded the federal government. Because *qui tam* lawsuits are filed under seal, we could be named in one or more such lawsuits of which we are not aware.Defendants determined to be liable under the False Claims Act may be required to pay three times the actual damages sustained by the government, plus mandatory civil penalties of between $5,500 and $11,000 for each separate false claim. Typically, each fraudulentbill submitted by a provider is considered a separate false claim, and thus the penalties under false claims may be substantial. Liability arises when an entity knowingly submits a false claim for reimbursement to the federal government. In some cases, whistleblowersor the federal government have taken the position that providers who allegedly have violated other statutes and have submitted claims to a governmental payer during the time period they allegedly violated these other statutes, have thereby submitted false claimsunder the False Claims Act. Some states have adopted similar whistleblower and false claims provisions.

        The Office of the Inspector General of the Department of Health and Human Services and the Department of Justice have, from time to time, established national enforcementinitiatives that focus on specific billing practices or other suspected areas of abuse. Initiatives include a focus on hospital billing for outpatient charges associated with inpatient services, as well as hospital laboratory billing practices.  As a result ofthese regulations and initiatives, some of our activities could become the subject of governmental investigations or inquiries. For example, we have significant Medicare and Medicaid billings, we provide some durable medical equipment and home healthcare

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services, and we have joint venture arrangements involving physician investors. We also have a variety of other financial arrangements with physicians and other potential referral sources including recruitmentarrangements and leases. In addition, our executives and managers, many of whom have worked at other healthcare companies that are or may become the subject of federal and state investigations and private litigation, could be included in governmental investigationsor named as defendants in private litigation. We are aware that several of our hospitals or their related healthcare operations were and may still be under investigation in connection with activities conducted prior to our acquisition of them. Under the terms of ourvarious acquisition agreements, the prior owners of our hospitals are responsible for any liabilities arising from pre-closing violations. The prior owners’ resolution of these matters or failure to resolve these matters, in the event that any resolution wasdeemed necessary, may have a material adverse effect on our business, financial condition or results of operations. Any investigations of us, our executives, managers, facilities or operations could result in significant liabilities or penalties to us, as well asadverse publicity.

        We maintain a voluntary compliance program to address health regulatory and other compliance requirements. This program includes initial and periodic ethics andcompliance training and effectiveness reviews, a toll-free hotline for employees to report, without fear of retaliation, any suspected legal or ethical violations, annual “fraud and abuse” audits to look at all of our financial relationships withphysicians and other referral sources and annual “coding audits” to make sure our hospitals bill the proper service codes in respect of obtaining payment from the Medicare and Medicaid programs.

        As an element of our corporate compliance program and our internal compliance audits, from time to time we make voluntary disclosures and repayments to the Medicare andMedicaid programs and/or to the federal and/or state regulators for these programs in the ordinary course of business. At the current time, we know of no active investigations by any of these programs or regulators in respect of our disclosures or repayments. All ofthese voluntary actions on our part could lead to an investigation by the regulators to determine whether any of our facilities have violated the Stark Law, the Anti-Kickback Statute, the False Claims Act or similar state law. Either an investigation or initiation ofadministrative or judicial actions could result in a public announcement of possible violations of the Stark Law, the Anti-Kickback Statute or the False Claims Act or similar state law. Such determination or announcements could have a material adverse effect on ourbusiness, financial condition, results of operations or prospects, and our business reputation could suffer significantly.

        Additionally, several hospital companies have in recent years been named defendants in class action litigation alleging, among other things, that their charge structuresare fraudulent and, under state law, unfair or deceptive practices, insofar as those hospitals charge insurers lower rates than those charged to uninsured patients. We cannot assure you that we will not be named as a defendant in litigation of this type. Furthermore,the outcome of these suits may affect the industry standard for charity care policies and any response we take may have a material adverse effect on our financial results.

        In June 2006 we and two other hospital systems operating in San Antonio, Texas had a putative class action lawsuit brought against all of us alleging that we and theother defendants has conspired with each other and with other unidentified San Antonio area hospitals to depress the compensation levels of registered nurses employed at the competing hospitals within the San Antonio area by engaging in certain activities thatviolated the federal antitrust laws.  See  “Item 3- Legal Proceedings” for further discussion of this litigation. On the same day that this litigation was brought against us and two other hospital systems in San Antonio, substantially similarclass action litigation was brought against multiple hospitals in three other cities.

        ***Competition from other hospitals or healthcare providers (especially specialty hospitals) may reduce our patient volumes and profitability.***

        The healthcare business is highly competitive and competition among hospitals and other healthcare providers for patients has intensified in recent years. Generally,other hospitals in the local communities served by most of our hospitals provide services similar to those offered by our hospitals. In addition, we believe the number of freestanding specialty hospitals and surgery and diagnostic centers in the geographic areas inwhich we operate has increased significantly in recent years. As a result, most of our hospitals operate in an increasingly competitive environment. Some of the hospitals that compete with our hospitals are owned by governmental agencies or not-for-profitcorporations supported by endowments and charitable contributions and can finance capital expenditures and

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operations on a tax-exempt basis. Increasingly, we are facing competition from physician-owned specialty hospitals and freestanding surgery centers that compete for market share in high margin services and forquality physicians and personnel. If ambulatory surgery centers are better able to compete in this environment than our hospitals, our hospitals may experience a decline in patient volume, and we may experience a decrease in margin, even if thosepatients use our ambulatory surgery centers. Further, if our competitors are better able to attract patients, recruit physicians, expand services or obtain favorable managed care contracts at their facilities than our hospitals and ambulatory surgery centers, we mayexperience an overall decline in patient volume. See Item 1, “Business - Competition.”

        In 2005, CMS began making public performance data related to 10 quality measures that hospitals submit in connection with their Medicare reimbursement. InFebruary 2006, federal legislation was enacted to expand and provide for the future expansion of the number of quality measures that must be reported. During federal fiscal year 2008, CMS required hospitals to report 30 measures of inpatient quality of care toavoid a 2% point reduction in their market basket update. During federal fiscal year 2009, CMS requires hospitals to report 43 inpatient quality measures to avoid a 2% point reduction in their market basket update. For federal fiscal year 2010, CMS will requirehospitals to report 47 inpatient quality measures to avoid a 2% reduction in their market basket update. If any of our hospitals achieve poor results (or results that are lower than our competitors) on these quality measures, patient volumes could decline. Also, theadditional quality measures and future trends toward clinical transparency may have an unanticipated impact on our competitive position and patient volumes.

        PHP also faces competition within the Arizona markets that it serves. As in the case of our hospitals, some of our competitors in these markets are owned by governmentalagencies or not-for-profit corporations that have greater financial resources than we do. The revenues we derive from PHP could significantly decrease if new plans operating under AHCCCS enter these markets or other existing AHCCCS plans increase their number ofenrollees. Moreover, a failure to attract future enrollees may negatively impact our ability to maintain our profitability in these markets.

        ***We may be subject to liabilities from claims brought against our facilities.***

        We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been instituted or assertedagainst us, including those outside of the ordinary course of business like class actions and those in the ordinary course of business like malpractice lawsuits. Some of these actions may involve large claims as well as significant defense costs. (See “Item 3,“Legal Proceedings.”)

        We maintain professional and general liability insurance in amounts we believe are sufficient to cover claims arising out of the operations of our facilities. Some of theclaims could exceed the scope of the coverage in effect or coverage of particular claims or damages could be denied.

        The relatively high cost of professional liability insurance and, in some cases, the lack of availability of such insurance coverage, for physicians with privileges at our hospitalsincreases our risk of vicarious liability in cases where both our hospital and the uninsured or underinsured physician are named as co-defendants. As a result, we are subject to greater self-insured risk and may be required to fund claims out of our operating cashflows to a greater extent than during fiscal year 2009. We cannot assure you that we will be able to continue to obtain insurance coverage in the future or that such insurance coverage, if it is available, will be available on acceptable terms.

        While we cannot predict the likelihood of future claims or inquiries, we expect that new matters may be initiated against us from time to time. Moreover, the results ofcurrent claims, lawsuits and investigations cannot be predicted, and it is possible that the ultimate resolution of these matters, individually or in the aggregate, may have a material adverse effect on our business (both in the near and long term), financialposition, results of operations or cash flows.

        ***Our hospitals face a growth in uncompensated care as the result of the inability of uninsured patients to pay for healthcare services and difficulties in collectingpatient portions of insured accounts. ***

        Like others in the hospital industry, we have experienced an increase in uncompensated care. Our combined provision for doubtful accounts and charity care deductions as apercentage of patient service revenues increased

42

from 12.0% during fiscal 2007 to 12.5% during fiscal 2008 and decreased to 12.0% during fiscal 2009. Our self pay discharges as a percentage of total discharges have not fluctuated significantly during our pastthree fiscal years. Our hospitals remain at risk for increases in uncompensated care as a result of price increases, the continuing trend of increases in coinsurance and deductible portions of managed care accounts and increases in uninsured patients as a result ofpotential state Medicaid funding cuts or general economic weakness. Although we continue to seek ways of improving point of service collection efforts and implementing appropriate payment plans with our patients, if we continue to experience growth in self-payvolumes and revenues, our results of operations could be materially adversely affected. Further, our ability to improve collections for self-pay patients may be limited by regulatory and investigatory initiatives, including private lawsuits directed at hospitalcharges and collection practices for uninsured and underinsured patients.

        ***Our performance depends on our ability to recruit and retain quality physicians.***

        Physicians generally direct the majority of hospital admissions. Thus, the success of our hospitals depends in part on the following factors:

        •

 

the number and quality of the physicians on the medical staffs of ourhospitals;                                         

        •

the admitting practices of those physicians; and

        •

the maintenance of good relations with those physicians.

        Most physicians at our hospitals also have admitting privileges at other hospitals. Our efforts to attract and retain physicians are affected by our managed carecontracting relationships, national shortages in some specialties, such as anesthesiology and radiology, the adequacy of our support personnel, the condition of our facilities and medical equipment, the availability of suitable medical office space and federal andstate laws and regulations prohibiting financial relationships that may have the effect of inducing patient referrals. If facilities are not staffed with adequate support personnel or technologically advanced equipment that meets the needs of patients, physicians maybe discouraged from referring patients to our facilities, which could adversely affect our profitability.

****

        In an effort to meet community needs in the markets in which we operate, we have implemented a strategy to employ physicians both in primary care and in certainspecialties. As of June 30, 2009, we employed approximately 290 practicing  physicians, excluding residents.  The deployment of a physician employment strategy includes increased salary costs, physician integration risks and difficulties associated withphysician practice management. While we believe this strategy is consistent with industry trends, we cannot be assured of the long-term success of such a strategy.

        ***We may be unable to achieve our acquisition and growth strategies and we may have difficulty acquiring not-for-profit hospitals due to regulatoryscrutiny.***

        An important element of our business strategy is expansion by acquiring hospitals in our existing and in new urban and suburban markets and by entering into partnershipsor affiliations with other healthcare service providers. The competition to acquire hospitals is significant, including competition from healthcare companies with greater financial resources than ours. We may not be able to make suitable acquisitions on favorableterms. We may have difficulty obtaining financing, if necessary, for such acquisitions on satisfactory terms. We sometimes agree not to sell an acquired hospital for some period of time (currently no longer than 10 years) after purchasing it and/or grant the seller aright of first refusal to purchase the hospital if we agree to sell it to a third party. In addition, we may not be able to effectively integrate any acquired facilities with our operations. Even if we continue to acquire additional facilities and/or enter intopartnerships or affiliations with other healthcare service providers, federal and state regulatory agencies may constrain our ability to grow.

        Additionally, many states, including some where we have hospitals and others where we may in the future attempt to acquire hospitals, have adopted legislation regardingthe sale or other disposition of hospitals operated by not-for-profit entities. In other states that do not have specific legislation, the attorneys general have demonstrated an interest in these transactions under their general obligations to protect charitableassets from waste. These legislative and administrative efforts focus primarily on the appropriate valuation of the assets divested and the use of the sale proceeds by the not-for-profit seller. These review and approval processes can add time to the consummation ofan acquisition of a not-for profit hospital, and future actions on the state level could seriously

43

delay or even prevent future acquisitions of not-for-profit hospitals. Furthermore, as a condition to approving an acquisition, the attorney general of the state in which the hospital is located may require us tomaintain specific services, such as emergency departments, or to continue to provide specific levels of charity care, which may affect our decision to acquire or the terms upon which we acquire one of these hospitals.

        ***Difficulties with integrating our acquisitions may disrupt our ongoing operations.***

        We may not be able to profitably or effectively integrate the operations of, or otherwise achieve the intended benefits from, any acquisitions we make or partnerships oraffiliations we may form. The process of integrating acquired hospitals may require a disproportionate amount of management’s time and attention, potentially distracting management from its day-to-day responsibilities. This process may be even more difficult inthe case of hospitals we may acquire out of bankruptcy or otherwise in financial distress. In addition, poor integration of acquired facilities could cause interruptions to our business activities, including those of the acquired facilities. As a result, we may incursignificant costs related to acquiring or integrating these facilities and may not realize the anticipated benefits.

        Moreover, acquired businesses may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations. We could inthe future become liable for past activities of acquired businesses and these liabilities could be material.

        ***The cost of our malpractice insurance and the malpractice insurance of physicians who practice at our facilities remains volatile. Successful malpractice or tortclaims asserted against us, our physicians or our employees could materially adversely affect our financial condition and profitability.***

        Physicians, hospitals and other healthcare providers are subject to legal actions alleging malpractice, product liability or related legal theories. Many of these actionsinvolve large monetary claims and significant defense costs. Hospitals and physicians have typically maintained a special type of insurance (commonly called malpractice or professional liability insurance) to protect against the costs of these types of legal actions.We created a captive insurance subsidiary on June 1, 2002, to assume a substantial portion of the professional and general liability risks of our facilities. For claims incurred during the period June 1, 2002 to May 31, 2006, we maintained all of our professional andgeneral liability insurance through this captive insurance subsidiary in respect of losses up to $10.0 million per occurrence. For claims incurred from June 1, 2006 to June 30, 2009, we self-insured the first $9.0 million per occurrence, and our captive subsidiaryinsured the next $1.0 million per occurrence. We have also purchased an umbrella excess policy for professional and general liability insurance for the period July 1, 2009 to June 30, 2010 with unrelated commercial carriers. This policy covers losses in excess of$10.0 million per occurrence up to $75.0 million, but is limited to total annual payments of $65.0 million in the aggregate. While our premium prices have declined during the past few years, the total cost of professional and general liability insurance remainssensitive to the volume and severity of cases reported.  There is no guarantee that excess insurance coverage will continue to be available in the future at a cost allowing us to maintain adequate levels of such insurance. Moreover, due to the increasedretention limits insured by us and our captive subsidiary, if actual payments of claims materially exceed our projected estimates of malpractice claims, our financial condition could be materially adversely affected.

        Physicians’ professional liability insurance costs in certain markets have dramatically increased to the point where some physicians are either choosing to retireearly or leave those markets. If physician professional liability insurance costs continue to escalate in markets in which we operate, some physicians may choose not to practice at our facilities, which could reduce our patient volumes and revenues. Our hospitals mayalso incur a greater percentage of the amounts paid to claimants if physicians are unable to obtain adequate malpractice coverage since we are often sued in the same malpractice suits brought against physicians on our medical staffs who are not employed byus.

        We anticipate employing over 160 additional physicians during our fiscal year 2010. Such a significant increase in employed physicians could significantly increase ourprofessional and general liability risks and related costs in future periods since for employed physicians there is no insurance coverage from unaffiliated insurance companies.

44

        ***We are subject to uncertainties regarding healthcare reform that could materially and adversely affect our business.***

        In recent years, an increasing number of legislative initiatives have been introduced or proposed in Congress and in state legislatures that would result in major changesin the healthcare system, either nationally or at the state level. Among the proposals that have been introduced in recent years are price controls on hospitals, insurance market reforms to increase the availability of group health insurance to small businesses,requirements that all businesses offer health insurance coverage to their employees and the creation of a government health insurance plan or plans that would cover all citizens and increase payments by beneficiaries. Also, theObamaadministration has stated as its top domestic priority its desire to reform the U.S. healthcare system with the goal of providing affordable, accessible healthcare for all Americans. In July 2009 four of the five Congressional committees working on healthcarereform approved some version of reform legislation.  In the House of Representatives, all three committees working on the legislation (the Committees on Ways and Means, Energy and Commerce and Education and Labor) passed different versions of the same extensivereform bill under which, for individuals not currently covered, a new healthcare exchange will be established where they can select either a new “public health insurance option” or a plan offered by private insurers. During the Congressional recess in August 2009, the three House committees worked to meld the bills into one final version for consideration by the entire House of Representatives as early as September 2009. In the Senate, its Committee on Health,Education, Labor and Pensions approved its version of healthcare reform legislation on July 15, 2009 which is similar to, but less extensive in benefits than, the House version. Meanwhile, during August 2009 the Senate Committee on Finance continued its efforts tonegotiate a bipartisan agreement on healthcare reform legislation and that committee is not expected to vote upon its healthcare reform bill until at least September 2009. One of the most significant differences in the legislation produced by the Senate FinanceCommittee is likely to be the establishment of state and/or regional health insurance cooperatives in lieu of a federally-administered “public option” to compete with private health insurance plans.  Once passed by the Senate Finance Committee, thetwo Senate committees will need to merge the two bills into one final version for consideration by the entire Senate, potentially in September or October 2009. Also, many states have enacted or are considering enacting measures designed to reduce theirMedicaid expenditures. States have also adopted, or are considering, legislation designed to reduce coverage and program eligibility, enroll Medicaid recipients in managed care programs and/or impose additional taxes on hospitals to help financeor expand states’ Medicaid systems. We cannot predict whether any of the above proposals or any other proposals will be adopted, and if adopted, we cannot assure you that the implementation of these reforms will not have a material adverse effect on ourbusiness, financial position or results of operations.

        ***Our facilities are concentrated in a small number of regions. If any one of the regions in which we operate experiences a regulatory change, economic downturn orother material change, our overall business results may suffer.***

        Among our operations as of June 30, 2009, five hospitals and various related healthcare businesses were located in San Antonio, Texas; five hospitals and relatedhealthcare businesses were located in metropolitan Phoenix, Arizona; two hospitals and related healthcare businesses were located in metropolitan Chicago, Illinois; and three hospitals and related healthcare businesses were located in Massachusetts.

For the year ended June 30, 2009, our total revenues were generated as follows:

 

 

**Year Ended June 30, 2009**

 

 

 
****
 

San Antonio

 

29.6

%

 

Phoenix Health Plan and Abrazo Advantage Health Plan

 

19.3

Massachusetts

 

18.3

Metropolitan Phoenix, excluding Phoenix Health Plan and Abrazo    Advantage Health Plan

 

17.9

 

 

Metropolitan Chicago (1)

 

14.6

Other

 

0.3

 

 
****
  

____________________

 

100.0

%

 

(1)   Includes MacNeal Health Providers.

 

 

 

 

45

        Any material change in the current demographic, economic, competitive or regulatory conditions in any of these regions could adversely affect our overall business resultsbecause of the significance of our operations in each of these regions to our overall operating performance. Moreover, due to the concentration of our revenues in only four regions, our business is less diversified and, accordingly, is subject to greater regionalrisk than that of some of our larger competitors.

        ***If we are unable to control our healthcare costs at Phoenix Health Plan and Abrazo Advantage Health Plan, if the health plans should lose their governmentalcontracts or if budgetary cuts reduce the scope of Medicaid or dual-eligibility coverage, our profitability may be adversely affected.***

        For the year ended June 30, 2009, PHP generated approximately 18.1% of our total revenues. PHP derives substantially all of its revenues through a contract with AHCCCS.AHCCCS pays capitated rates to PHP, and PHP subcontracts with physicians, hospitals and other healthcare providers to provide services to its enrollees. If we fail to effectively manage our healthcare costs, these costs may exceed the payments we receive. Manyfactors can cause actual healthcare costs to exceed the capitated rates paid by AHCCCS, including:

        •

 

our ability to contract with cost-effective healthcareproviders;                                                                   

        •

 

the increased cost of individual healthcare services;

        •

the type and number of individual healthcare services delivered; and

        •

the occurrence of catastrophes, epidemics or other unforeseen occurrences

        Our current contract with AHCCCS began October 1, 2008 and expires September 30, 2011. This contract is terminable without cause on 90 days’ written notice fromAHCCCS or for cause upon written notice from AHCCCS if we fail to comply with any term or condition of the contract or fail to take corrective action as required to comply with the terms of the contract. AHCCCS may also terminate the contract with PHP in the event ofunavailability of state or federal funding. If our AHCCCS contract is terminated, our profitability would be adversely affected by the loss of these revenues and cash flows. Also, should the scope of the Medicaid program be reduced as a result of state budgetary cutsor other political factors, our results of operations could be adversely affected.

        For the year ended June 30, 2009, AAHP generated 1.2% of our total revenues. AAHP began providing healthcare coverage to Medicare and Medicaid dual-eligible enrollees onJanuary 1, 2006. Most of AAHP’s members were formerly enrolled in PHP. AAHP’s contract with CMS went into effect on January 1, 2006, for a term of one year, with a provision for successive one year renewals, and has currently been renewed through December31, 2009. If we fail to effectively manage AAHP’s healthcare costs, these costs may exceed the payments we receive.

        ***We are dependent on our senior management team and local management personnel, and the loss of the services of one or more of our senior management team or keylocal management personnel could have a material adverse effect on our business.***

        The success of our business is largely dependent upon the services and management experience of our senior management team, which includes Charles N. Martin, Jr., ourChairman and Chief Executive Officer; Kent H. Wallace, our President and Chief Operating Officer; Keith B. Pitts, our Vice Chairman, Phillip W. Roe, our Executive Vice President, Chief Financial Officer and Treasurer; and Joseph D. Moore, Executive Vice President. Inaddition, we depend on our ability to attract and retain local managers at our hospitals and related facilities, on the ability of our senior officers and key employees to manage growth successfully and on our ability to attract and retain skilled employees. We donot maintain key man life insurance policies on any of our officers. If we were to lose any of our senior management team or members of our local management teams, or if we are unable to attract other necessary personnel in the future, it could have a materialadverse effect on our business, financial condition and results of operations. If we were to lose the services of one or more members of our senior management team or a significant portion of our hospital management staff at one or more of our hospitals, we wouldlikely experience a significant disruption in our operations and failure of the affected hospitals to adhere to their respective business plans.

46

        ***Controls designed to reduce inpatient services may reduce our revenues.***

        Controls imposed by Medicare and commercial third-party payers designed to reduce admissions and lengths of stay, commonly referred to as “utilizationreview,” have affected and are expected to continue to affect our facilities. Utilization review entails the review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy ratescontinue to be negatively affected by payer-required preadmission authorization and utilization review and by payer pressures to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Efforts to impose more stringent costcontrols are expected to continue. Although we are unable to predict the effect these changes will have on our operations, significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material, adverse effect on ourbusiness, financial position and results of operations.

        ***If we fail to continually enhance our hospitals with the most recent technological advances in diagnostic and surgical equipment, our ability to maintain and expandour markets will be adversely affected.***

        Technological advances with respect to computed axial tomography (CT), magnetic resonance imaging (MRI) and positron emission tomography (PET) equipment, as well asother equipment used in our facilities, are continually evolving. In an effort to compete with other healthcare providers, we must constantly evaluate our equipment needs and upgrade equipment as a result of technological improvements. Such equipment costs typicallyrange from $1.0 million to $3.0 million, exclusive of construction or build-out costs.

        ***Our hospitals face competition for staffing especially as a result of the national shortage of nurses and the increased imposition on us of nurse-staffing ratios,which has in the past and may in the future increase our labor costs and materially reduce our profitability.***

        We compete with other healthcare providers in recruiting and retaining qualified management and staff personnel responsible for the day-to-day operations of each of ourhospitals, including most significantly nurses and other non-physician healthcare professionals. In the healthcare industry generally, including in our markets, the national shortage of nurses and other medical support personnel has become a significant operatingissue. This shortage has caused us in the past and may require us in the future to increase wages and benefits to recruit and retain nurses and other medical support personnel or to hire more expensive temporary personnel. We have voluntarily raised on severaloccasions in the past, and expect to raise in the future, wages for our nurses and other medical support personnel.

        In addition, union-mandated or state-mandated nurse-staffing ratios significantly affect not only labor costs, but may also cause us to limit patient admissions with acorresponding adverse effect on revenues if we are unable to hire the appropriate number of nurses to meet the required ratios. While we do not currently operate in any states with mandated nurse-staffing ratios, the states in which we operate could adopt mandatorynurse-staffing ratios at any time. In those instances where our nurses are unionized, it is our experience that new union contracts often impose significant new additional staffing ratios by contract on our hospitals. This was the case with the increased staffingratios imposed on us in our union contract with our nurses at Saint Vincent Hospital in Worcester, Massachusetts negotiated in 2007.

        Congress is currently considering a bill called the Employee Free Choice Act of 2009 (“EFCA”) which organized labor, a major supporter of the Obamaadministration, has called its number one legislative objective. EFCA would amend the National Labor Relations Act to establish a procedure whereby the National Labor Relations Board would certify a union as the bargaining representative of employees, without aNLRB-supervised secret ballot election, if a majority of unit employees signs valid union authorization cards (the “card-check provision”). Additionally, under EFCA, parties that are unable to reach a first contract within 90 days of collective bargainingcould refer the dispute to mediation by the Federal Mediation and Conciliation Service. If the Service is unable to bring the parties to agreement within 30 days, the dispute then would be referred to binding arbitration. Also, the bill would provide for increasedpenalties for labor law violations by employers. In July 2009, due to intense opposition from the business community, alternative draft legislation became public dropping the card-check provision, but putting in its place new provisions making it easier for employeesto organize including provisions to require shorter unionization campaigns, faster elections and limitations on employer-sponsored anti-unionization

47

meetings which employees are required to attend. This legislation, if passed, would make it easier for our nurses or other groups of hospital employees to unionize, which could materially increase our laborcosts.

        If our labor costs continue to increase, we may not be able to raise our payer reimbursement levels to offset these increased costs, including the significantly increasedcosts that we will incur for wage increases and nurse-staffing ratios under our new union contract with our nurses at Saint Vincent Hospital.  Because substantially all of our net patient revenues consist of payments based on fixed or negotiated rates, ourability to pass along increased labor costs is materially constrained. Our failure to recruit and retain qualified management, nurses and other medical support personnel, or to control our labor costs, could have a material adverse effect on ourprofitability.

        ***The current economic recession, along with difficult and volatile conditions in the capital and credit markets, could materially adversely affect ourfinancial position, results of operations or cash flows, and we are unsure whether these conditions will improve in the near future.***

****

        The United States economy is currently in a period of recession and global credit markets remain volatile. Declining consumer confidence and increasedunemployment have increased concerns of prolonged economic weakness. While certain healthcare spending is considered non-discretionary and may not be significantly impacted by economic downturns, other types of healthcare spending may be significantly adverselyimpacted by such conditions. When patients are experiencing personal financial difficulties or have concerns about general economic conditions, they may choose to defer or forego elective surgeries and other non-emergent procedures, which are generally moreprofitable lines of business for hospitals. We are unable to determine the specific impact of the current economic conditions on our business at this time, but we believe that further deterioration or a prolonged period of recession will have an adverse impact on ouroperations. Other risk factors discussed in this report describe some significant risks that may be magnified by the current economic conditions such as the following:

        •

  

Our concentration of operations in a small number of regions, and the impact of economic downturns in those communities. To the extent the communities in and around San Antonio, Texas; Phoenix,Arizona; Chicago, Illinois or certain communities in Massachusetts experience a greater degree of economic weakness than average, the adverse impact on our operations could be magnified.

 

 

** **

        •

Our revenues may decline if federal or state programs reduce our Medicare or Medicaid payments or managed care companies (including managed Medicare and managed Medicaid payers) reduce ourreimbursement. Current economic conditions have accelerated and increased the budget deficits for most states, including those in which we operate. These budgetary pressures may result in healthcare payment reductions under state Medicaid plans or reduced benefits toparticipants in those plans. Also, governmental, managed Medicare or managed Medicaid payers may defer payments to us to conserve cash. Managed care companies may also seek to reduce payment rates or limit payment rate increases to hospitals in response to reductionsin enrolled participants.

 

 

** **

        •

Our hospitals face a growth in uncompensated care as the result of the inability of uninsured patients to pay for healthcare services and difficulties in collecting patient portions of insuredaccounts. Higher unemployment, Medicaid benefit reductions and employer efforts to reduce employee healthcare costs may increase our exposure to uncollectible accounts for uninsured patients or those patients with higher co-pay and deductible limits.

 

 

 

        •

We believe our operating cash and remaining borrowing capacity is sufficient to run our business and fund our growth initiatives. However, under extreme market conditions, there can be no assurancethat such funds will be available to us on favorable terms or at all. Most of our cash and borrowing capacity under our revolving credit facility is held with a limited number of financial institutions, which could increase our liquidity risk if one or more of thoseinstitutions become financially strained or are no longer able to operate.

        We are unable to predict if the condition of the United States economy, the local economies in the communities we serve or global credit conditions willimprove in the near future or when such improvements may occur.

48

        ***Compliance with section 404 of the Sarbanes-Oxley Act may negatively impact our results of operations and failure to comply may subject us to regulatoryscrutiny and a loss of investors’ confidence in our internal control over financial reporting.***

        Section 404 of the Sarbanes-Oxley Act of 2002 (the “404 Act”) requires us to perform an evaluation of our internal control over financial reporting and filemanagement’s attestation with our annual report. The 404 Act also requires our independent auditors to opine on our internal control over financial reporting beginning with our fiscal year ending June 30, 2010. We have evaluated, tested and implemented internalcontrols over financial reporting to enable management to report on such internal controls under the 404 Act. However, we can not assure you that the conclusions reached in our June 30, 2010 management report will be the same as those reached by our independentauditors in its report. Failure on our part to comply with the 404 Act may subject us to regulatory scrutiny and a loss of public confidence in our internal control over financial reporting.

        ***A failure of our information systems would adversely affect our ability to properly manage our operations.***

        We rely on our advanced information systems and our ability to successfully use these systems in our operations. These systems are essential to the following areas of ourbusiness operations, among others:

               •

patient accounting, including billing and collection of patient servicerevenues;

               •

financial, accounting, reporting and payroll;

               •

coding and compliance;

               •

laboratory, radiology and pharmacy systems;

               •

remote physician access to patient data;

               •

negotiating, pricing and administering managed care contracts; and

               •

monitoring quality of care.

        If we are unable to use these systems effectively, we may experience delays in collection of patient service revenues and may not be able to properly manage ouroperations or oversee the compliance with laws or regulations.

        ***Difficulties with current construction projects or new construction projects such as additional hospitals or major expansion projects may involve significantcapital expenditures that could have an adverse impact on our liquidity.***

        We may decide to construct an additional hospital or hospitals in the future or construct additional major expansion projects to existing hospitals in order to achieveour growth objectives. Our ability to complete construction of new hospitals or new expansion projects on budget and on schedule would depend on a number of factors, including, but not limited to:

               •

our ability to control constructioncosts;                                                                                                       

               •

the failure of general contractors or subcontractors to perform under their contracts;

               •

adverse weather conditions;

               •

shortages of labor or materials;

               •

our ability to obtain necessary licensing and other required governmental authorizations; and

               •

other unforeseen problems and delays.

        As a result of these and other factors, we cannot assure you that we will not experience increased construction costs on our construction projects or that we will be ableto construct our current or any future construction projects as originally planned. In addition, our current and any future major construction projects would involve a significant commitment of capital with no revenues associated with the projects duringconstruction, which also could have a future adverse impact on our liquidity.

        ***If the costs for construction materials and labor continue to rise, such increased costs could have an adverse impact on the return on investment relating to ourexpansion projects.***

        The cost of construction materials and labor has significantly increased over the past years as a result of global and domestic events. We have experienced significantincreases in the cost of steel due to the demand in China for

49

such materials and an increase in the cost of lumber due to multiple factors. Increases in oil and gas prices have increased costs for oil-based products and for transporting materials to job sites. As we continueto invest in modern technologies, emergency rooms and operating room expansions, we expend large sums of cash generated from operating activities. We evaluate the financial viability of such projects based on whether the projected cash flow return on investmentexceeds our cost of capital. Such returns may not be achieved if the cost of construction continues to rise significantly or anticipated volumes do not materialize.

        ***State efforts to regulate the construction or expansion of hospitals could impair our ability to operate and expand our operations.***

        Some states require healthcare providers to obtain prior approval, known as certificates of need, for:

               •

the purchase, construction or expansion of healthcarefacilities;                                                                  

               •

capital expenditures exceeding a prescribed amount; or

               •

changes in services or bed capacity.

        In giving approval, these states consider the need for additional or expanded healthcare facilities or services. Illinois and Massachusetts are the only states in whichwe currently own hospitals that have certificate of need laws. The failure to obtain any required certificate of need could impair our ability to operate or expand operations in these states.

        ***If the fair value of our reporting units declines, a material non-cash charge to earnings from impairment of our goodwill could result.***

        Blackstone acquired our predecessor company during fiscal 2005. We recorded a significant portion of the purchase price as goodwill. At June 30, 2009, we hadapproximately $692.1 million of goodwill recorded on our financial statements. We expect to recover the carrying value of this goodwill through our future cash flows. On an ongoing basis, we evaluate, based on the fair value of our reporting units, whether thecarrying value of our goodwill is impaired. During fiscal 2007, we recorded a $123.8 million ($110.5 million, net of tax benefit) impairment charge to goodwill to reduce the carrying values of our Chicago hospitals to their fair values. If the carrying value of ourgoodwill is further impaired, we may incur an additional material non-cash charge to earnings.

**Additional Risk Factors**

        See the additional risks related to our business in “Item 7 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations– General Trends” which are incorporated by reference in this Item 1A as if fully set forth herein.

**Available Information**

        We currently voluntarily file certain reports with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K andquarterly reports on Form 10-Q. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Roomby calling the SEC at 1-800-SEC-0330. We are an electronic filer and the SEC maintains an Internet site at http://www.sec.gov that contains the reports and other information we file electronically. Our Annual Reports on Form 10-K, Quarterly Reports on Form10-Q, Current Reports on Form 8-K and amendments to those reports are also available free of charge on our internet website at www.vanguardhealth.com under “Investor Relations-SEC Filings-SEC Filings on the Edgar Database” as soon as reasonablypracticable after such reports are electronically filed with or furnished to the SEC. Please note that our website address is provided as an inactive textual reference only. Also, the information provided on our website is not part of this report,and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report.

**Item 1B. Unresolved Staff Comments.**

        Not applicable.

50

**Item 2.    Properties.**

        A listing of our owned acute hospitals is included in Item 1 of this report under the caption “Business-Our Facilities”. We also own or lease space foroutpatient service facilities complementary to our hospitals and own and operate a limited number of medical office buildings (some of which are joint ventures) associated with our hospitals that are occupied primarily by physicians who practice at our hospitals. Themost significant of these complementary outpatient healthcare facilities are two surgery centers in Orange County, California, five diagnostic imaging centers in metropolitan Phoenix, Arizona and a 50% interest in seven diagnostic imaging centers in San Antonio,Texas. Most of these outpatient facilities are in leased facilities, and the diagnostic imaging centers in San Antonio are owned and operated in joint ventures where we have minority partners.

        As of June 30, 2009, we leased approximately 53,200 square feet of office space at 20 Burton Hills Boulevard, Nashville, Tennessee, for our corporateheadquarters.

        Our headquarters, hospitals and other facilities are suitable for their respective uses and are, in general, adequate for our present needs. Our obligations under oursenior credit facilities are secured by a pledge of substantially all of our assets, including first priority mortgages on each of our hospitals. Also, our properties are subject to various federal, state and local statutes and ordinances regulating their operation.Management does not believe that compliance with such statutes and ordinances will materially affect our financial position or results from operations.

**Item 3.    Legal Proceedings.**

        We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been instituted or assertedagainst us.  While we cannot predict the likelihood of future claims or inquiries, we expect that new matters may be initiated against us from time to time. The results of claims, lawsuits and investigations cannot be predicted, and it is possible that theultimate resolution of these matters, individually or in the aggregate, may have a material adverse effect on our business (both in the near and long term), financial position, results of operations or cash flows. We recognize that, where appropriate, our interestsmay be best served by resolving certain matters without litigation. If non-litigated resolution is not possible or appropriate with respect to a particular matter, we will continue to defend ourselves vigorously.

        Currently pending and recently settled legal proceedings and investigations that are not in the ordinary course of business are set forth below. Where specific amountsare sought in any pending legal proceeding, those amounts are disclosed. For all other matters, where the possible loss or range of loss is reasonably estimable, an estimate is provided. Where no estimate is provided, the possible amount of loss is not reasonablyestimable at this time. We record reserves for claims and lawsuits when they are probable and reasonably estimable. For matters where the likelihood or extent of a loss is not probable or cannot be reasonably estimated, we have not recognized in our consolidatedfinancial statements all potential liabilities that may result. We undertake no obligation to update the following disclosures for any new developments.

        ***Sherman Act Antitrust Class Action Litigation – Maderazo, et al v. VHS San Antonio Partners, L.P. d/b/a Baptist Health Systems, et al, Case No. 5:06cv00535(United States District Court, Western District of Texas, San Antonio Division, filed June 20, 2006 and amended August 29, 2006)***

        On June 20, 2006, a federal antitrust class action suit was filed in San Antonio, Texas against our Baptist Health System subsidiary in San Antonio, Texas and two otherlarge hospital systems in San Antonio. In the complaint, plaintiffs allege that the three hospital system defendants conspired with each other and with other unidentified San Antonio area hospitals to depress the compensation levels of registered nurses employed atthe conspiring hospitals within the San Antonio area by engaging in certain activities that violated the federal antitrust laws. The complaint alleges two separate claims. The first count asserts that the defendant hospitals violated Section 1 of the federal ShermanAct, which prohibits agreements that unreasonably restrain competition, by conspiring to depress nurses’ compensation. The second count alleges that the defendant hospital systems also violated Section 1 of the Sherman Act by participating in wage, salary andbenefits surveys for the purpose, and having the effect, of depressing registered nurses’ compensation or limiting competition for nurses based on their compensation. The class on whose behalf the plaintiffs filed the complaint is alleged to comprise allregistered nurses employed by the defendant hospitals since June 20, 2002. The suit seeks unspecified damages, trebling of this damage amount pursuant to

51

federal law, interest, costs and attorneys fees. From 2006 through April 2008 we and the plaintiffs worked on producing documents to each other relating to, and supplying legal briefs to the court in respect of,the issue of whether the court will certify a class in this suit. In April 2008 the case was stayed by the judge pending his ruling on plaintiffs’ motion for class certification. We believe that the allegations contained within this putative class action suitare without merit, and we have vigorously worked to defeat class certification. If a class is certified, we will continue to defend vigorously against the litigation.

        On the same date that this suit was filed against us in federal district court in San Antonio, the same attorneys filed three other substantially similar putative classaction lawsuits in federal district courts in Chicago, Illinois, Albany, New York and Memphis, Tennessee against some of the hospitals in those cities (none of such hospitals being owned by us). The attorneys representing the plaintiffs in all four of these casessaid in June 2006 that they may file similar complaints in other jurisdictions and in December 2006 they brought a substantially similar class action lawsuit against various hospitals in the Detroit, Michigan metropolitan area. Since representatives of the ServiceEmployees International Union joined plaintiffs’ attorneys in announcing the filing of all four complaints on June 20, 2006, and as has been reported in the media, we believe that SEIU’s involvement in these actions appears to be part of a corporatecampaign to attempt to organize nurses in these cities, including San Antonio. The nurses in our hospitals in San Antonio are currently not members of any union.

        ***Claims in the ordinary course of business.***

        We are also subject to claims and lawsuits arising in the ordinary course of business, including potential claims related to care and treatment provided at our hospitalsand outpatient services facilities.  Although the results of these claims and lawsuits cannot be predicted with certainty, we believe that the ultimate resolution of these ordinary course claims and lawsuits will not have a material adverse effect on ourbusiness, financial condition or results of operations.

**Item 4.    Submission of Matters to a Vote of Security Holders.**

        No matters were submitted to a vote of stockholders during the fourth quarter ended June 30, 2009, except that theholders of 100% of our outstanding common stock approved Amendment 6 to our 2004 Stock Incentive Plan pursuant to a written consent dated May 5, 2009. This Amendment increased the total number of our shares which may be issued under the Plan from 101,117 to105,611.

52

**PART II**

**Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**

        There is no established public trading market for our common stock.  At September 1, 2009, there were five holders of record of our common stock.  These holdersare VHS Holdings LLC and four investment funds affiliated with Blackstone.

****

        We have not declared or paid any dividends on our common stock in our two most recent fiscal years.  We intend to retain all current and foreseeable future earningsto support operations and finance expansion.  Our senior secured credit facility and the indentures governing our long-term indebtedness restrict our ability to pay cash dividends on our common stock.

        There were no unregistered sales of our equity securities during the quarter ended June 30, 2009.

        Information regarding our equity compensation plans is set forth in this report under “Item 12 – Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters – Equity Compensation Plan Information”, which information is incorporated herein by reference.

**Item 6.    Selected Financial Data.**

        The following table sets forth our selected historical financial and operating data for, or as of the end of, each of the five years ended June 30, 2009 (including thepredecessor and successor periods). The selected historical financial data as of and for the combined predecessor and successor year ended June 30, 2005 and the years ended June 30, 2006, 2007, 2008 and 2009 were derived from our audited consolidated financialstatements that have been audited by Ernst & Young LLP, an independent registered public accounting firm. Dispositions completed during fiscal 2007 have been excluded from all periods presented. See “Executive Overview” included in “Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This table should be read in conjunction with the consolidated financial statements and notes thereto.

53

 

**Combined Basis Year Ended June 30, 2005**

**Year Ended June 30, 2006**

**Year Ended June 30, 2007**

**Year ended June 30, 2008**

**Year ended June 30, 2009**

**Predecessor July 1, 2004 through September 22, 2004**

**Successor September 23, 2004 through June 30, 2005**

 

*(Dollars in millions, except Operating Data)*

**Statement of Operations Data:**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total revenues

 

$

2,037.3

 

 

$

2,418.6

 

 

$

2,580.7

 

$

2,790.7

 

$

3,199.7

 

$

397.9

 

 

$

1,639.4

 

   Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Salaries and benefits (includes stock compensation          of $97.4, $1.7, $1.2, $2.5, $4.4, $96.7 and          $0.7, respectively)

909.2

991.4

1,067.9

1,152.7

1,240.1

248.2

661.0

      Supplies

336.8

394.1

421.8

434.5

456.3

63.7

273.1

      Health plan claims expense

237.2

270.3

297.0

328.2

525.6

55.0

182.2

      Provision for doubtful accounts

133.0

156.8

175.2

205.6

210.8

27.8

105.2

      Other operating expenses

288.8

353.0

375.0

405.8

468.9

57.3

231.5

      Depreciation and amortization

75.7

100.3

118.6

131.0

130.6

16.0

59.7

      Interest, net

82.3

103.8

123.8

122.1

111.6

9.0

73.3

      Debt extinguishment costs

62.2

0.1

—

—

—

62.2

—

      Minority interests

(0.3

)

2.6

2.6

3.0

3.2

(0.5

)

0.2

      Merger expenses

23.3

—

—

—

—

23.1

0.2

      Impairment loss

—

—

123.8

—

6.2

—

—

      Other expenses

3.6

6.5

0.2

6.5

2.7

0.4

3.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Subtotal

2,151.8

2,378.9

2,705.9

2,789.4

3,156.0

562.2

1,589.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Income (loss) from continuing operations       before income taxes

(114.5

)

39.7

(125.2

)

1.3

43.7

(164.3

)

49.8

   Income tax expense (benefit)

(34.7

)

17.8

(11.6

)

1.7

16.0

(52.2

)

17.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Income (loss) from continuing operations

(79.8

)

21.9

(113.6

)

(0.4

)

27.7

(112.1

)

32.3

   Income (loss) from discontinued operations,       net of taxes

1.7

(9.0

)

(19.1

)

(0.3

)

0.9

1.4

0.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income (loss)

(78.1

)

12.9

(132.7

)

(0.7

)

28.6

(110.7

)

32.6

   Preferred dividends

(1.0

)

—

—

—

—

(1.0

)

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income (loss) attributable to common       stockholders

$

(79.1

)

$

12.9

$

(132.7

)

$

(0.7

)

$

28.6

$

(111.7

)

$

32.6

 

**Balance Sheet Data:**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Assets

$

2,471.7

$

2,650.5

$

2,538.1

$

2,582.3

$

2,731.1

$

2,471.7

   Long-term debt, including current portion

1,357.1

1,519.2

1,528.7

1,537.5

1,551.6

1,357.1

   Working capital

77.7

193.0

156.4

217.8

251.6

77.7

** **

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Other Financial Data:**

   Capital expenditures

$

224.2

$

275.5

$

164.3

$

121.6

$

132.1

$

27.1

$

197.1

   Cash provided by operating activities

201.8

149.3

123.3

173.1

308.2

78.8

123.0

   Cash used in investing activities

(324.3

)

(245.4

)

(118.5

)

(143.8

)

(133.6

)

(50.0

)

(274.3

)

   Cash provided by (used in) financing activities

151.6

140.5

(8.3

)

(7.8

)

(8.0

)

(20.0

)

171.6

** **

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Operating Data-continuing operations: (unaudited)**

   Number of hospitals at end of period

15

15

15

15

15

   Number of licensed beds at end of period (a)

3,907

3,937

4,143

4,181

4,135

   Discharges (b)

147,798

162,446

166,873

169,668

167,880

   Adjusted discharges - hospitals (c)

231,322

261,056

264,698

270,076

274,767

   Adjusted discharges (d)

278,255

303,696

278,820

284,680

289,997

   Net revenue per adjusted discharge – hospitals (e)

$

6,859

$

7,319

$

7,766

$

8,110

$

8,623

   Net revenue per adjusted discharge (f)

$

6,817

$

7,353

$

7,690

$

8,059

$

8,517

   Patient days (g)

623,333

701,307

721,832

734,838

709,952

   Average length of stay (days) (h)

4.2

4.3

4.3

4.3

4.2

   Inpatient surgeries (i)

33,424

36,606

37,227

37,538

37,970

   Outpatient surgeries (j)

67,944

76,437

76,606

73,339

76,378

   Emergency room visits (k)

504,172

554,250

572,946

588,246

605,729

   Occupancy rate (l)

48.5%

49.2%

48.2%

48.0%

47.0%

   Average daily census (m)

 

 

1,708

 

 

 

1,921

 

 

 

1,978

 

 

 

2,008

 

 

 

1,945

 

 

 

 

 

 

 

 

 

   Member lives (n)

146,700

146,200

145,600

149,600

218,700

   Health plan claims expense percentage (o)

71.1%

72.1%

74.0%

72.9%

77.5%

54

____________________

(a)

 

Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency.

 

 

 

(b)

 

Discharges represent the total number of patients discharged (in the facility for a period in excess of 23 hours) from our hospitals and is used by management and certain investors as a general measure ofinpatient volumes.

 

 

 

(c)

 

Adjusted discharges-hospitals is used by management and certain investors as a general measure of combined hospital inpatient and outpatient volumes. Adjusted discharges-hospitals is computed by multiplyingdischarges by the sum of gross hospital inpatient and gross hospital outpatient revenues and then dividing the result by gross hospital inpatient revenues. This computation enables management to assess hospital volumes by a combined measure of hospital inpatient andoutpatient utilization.

 

 

 

(d)

 

Adjusted discharges is used by management and certain investors as a general measure of consolidated inpatient and outpatient volumes. Adjusted discharges is computed by multiplying discharges by the sum of grossinpatient revenues and gross outpatient revenues and then dividing the result by gross inpatient revenues.

 

 

 

(e)

 

Net revenue per adjusted discharge-hospitals is calculated by dividing hospital net patient revenues by adjusted discharges-hospitals and measures the average net payment expected to be received for apatient’s stay in the hospital.

 

 

 

(f)

 

Net revenue per adjusted discharge is calculated by dividing net patient revenues by adjusted discharges and measures the average net payment expected to be received for an episode of service provided to apatient.

 

 

 

(g)

 

Patient days represent the number of days (calculated as overnight stays) our beds were occupied by patients during the periods.

 

 

 

(h)

 

Average length of stay represents the average number of days an admitted patient stays in our hospitals.

 

 

 

(i)

 

Inpatient surgeries represent the number of surgeries performed in our hospitals where overnight stays are necessary.

 

 

 

(j)

 

Outpatient surgeries represent the number of surgeries performed at hospitals or ambulatory surgery centers on an outpatient basis (patient overnight stay not necessary).

 

 

 

(k)

 

Emergency room visits represent the number of patient visits to a hospital or freestanding emergency room where treatment is received, regardless of whether an overnight stay is subsequently required.

 

 

 

(l)

 

Occupancy rate represents the percentage of hospital licensed beds occupied by patients. Occupancy rate provides a measure of the utilization of inpatient rooms.

 

 

 

(m)

 

Average daily census represents the average number of patients in our hospitals each day during our ownership.

 

 

 

(n)

 

Member lives represent the total number of enrollees in PHP, AAHP and MHP as of the end of the respective period.

 

 

 

(o)

 

Health plan claims expense percentage is calculated by dividing health plan claims expense by premium revenues.

55

**Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.**

*        You should read the following discussion together with our historical financial statements and related notes included elsewhere herein and the information set forthunder “Item 6. Selected Financial Data.” The discussion contains forward-looking statements that involve risks and uncertainties. For additional information regarding some of the risks and uncertainties that affect our business and the industry in whichwe operate, please read “Item 1A. - Risk Factors” included elsewhere herein. Our actual results may differ materially from those estimated or projected in any of these forward-looking statements.*

**Executive Overview**

        As of June 30, 2009, we owned and operated 15 hospitals with a total of 4,135 licensed beds, and related outpatient service facilities complementary to the hospitals inSan Antonio, Texas; metropolitan Phoenix, Arizona; metropolitan Chicago, Illinois; and Massachusetts, and two surgery centers in Orange County, California. As of June 30, 2009, we also owned three health plans as set forth in the following table.

**Health Plan**

    

 

**   Location   **

      

**Membership**

 

Phoenix Health Plan (“PHP”) – managed Medicaid

 

Arizona

 

176,200

Abrazo Advantage Health Plan (“AAHP”) – managed Medicare and Dual Eligible

 

Arizona

 

    2,800

MacNeal Health Providers (“MHP”) – capitated outpatient and physician services

 

Illinois

 

  39,700

 

 

 

 

 

 

 

218,700

 

 

 

 

        Our objective is to help communities achieve health for life by delivering an ideal patient-centered experience in a highly reliable environment of care. We plan to growour business by improving quality of care, expanding services and strengthening the financial performance of our existing operations and selectively acquiring other hospitals where we see an opportunity to improve operating performance and profitability.

**Operating Environment**

        We believe that the operating environment for hospital operators continues to evolve, which presents both challenges and opportunities for us.  In order to remaincompetitive in the markets we serve, we must transform our operating strategies to not only accommodate changing environmental factors but to make them operating advantages for us relative to our peers.  These factors will require continued focus on quality ofcare initiatives. As consumers become more involved in their healthcare decisions, we believe perceived quality of care will become an even greater factor in determining where physicians choose to practice and where patients choose to receive care. In the followingparagraphs we discuss both current challenges and future challenges that we face and our strategies to proactively address them.

        *Pay for Performance Reimbursement*

        Many payers, including Medicare and several large managed care organizations, currently require hospital providers to report certain quality measures in order to receivethe full amount of payment increases that were awarded automatically in the past.  For federal fiscal year 2010, Medicare expanded the number of quality measures to be reported to 47 compared to 43 during federal fiscal year 2009. Many large managed careorganizations have developed quality measurement criteria that are similar to or even more stringent than these Medicare requirements.  While current Medicare guidelines and contracts with most managed care payers provide for reimbursement based upon thereporting of quality measures, we believe it is only a matter of time until all significant payers utilize the quality measures themselves to determine reimbursement rates for hospital services. In order to meet these requirements, we must deliver an idealpatient-centered experience. This will require us to engage our nurses and partner with physicians to drive our quality of care strategies, invest in and to upgrade our information technology systems to monitor clinical quality indicators and to make all of ourprocesses more efficient.

56

        *Physician Alignment*

        Our ability to attract skilled physicians to our hospitals is critical to our success. Coordination of care and alignment of care strategies between hospitals andphysicians will become more critical as reimbursement becomes more episode-based. We have adopted several significant physician recruitment goals with primary emphasis on recruiting physicians specializing in family practice, internal medicine, obstetrics andgynecology, cardiology, neurology, orthopedics and inpatient hospital care (hospitalists). To provide our patients access to the appropriate physician resources, we recruited approximately 150 physicians to the communities served by our hospitals during the yearended June 30, 2009 through employment agreements, relocation agreements or physician practice acquisitions. We have invested heavily in the infrastructure necessary to coordinate our physician alignment strategies and manage our physician operations. Our hospitaliststrategy is a key element in coordination of patient-centered care. The costs associated with recruiting, integrating and managing such a large number of new physicians will have a negative impact on our operating results and cash flows in the short term. However, weexpect to realize improved clinical quality and service expansion capabilities from this initiative that will positively impact our operating results over the long-term.

        *Cost pressures*

        In order to demonstrate a highly reliable environment of care, we must hire and retain nurses who share our ideals and beliefs and who have access to the trainingnecessary to implement our clinical quality initiatives. While the national nursing shortage has abated somewhat during the past year, the nursing workforce remains volatile. As a result, we expect continuing pressures on nursing salaries and benefits. Thesepressures include higher than normal base wage increases, demands for flexible working hours and other increased benefits and higher nurse to patient ratios necessary to improve quality of care. Inflationary pressures and technological advancements continue to drivesupplies costs higher. We have implemented multiple supply chain initiatives including consolidation of low-priced vendors, establishment of value analysis teams and coordination of care efforts with physicians to reduce physician preference items.

        *Potential Healthcare Reform*

        The increase in the number of individuals and families without healthcare coverage has heightened debate about whether and how to implement comprehensive reform of theUnited States healthcare system. The Obama administration has made healthcare reform its primary domestic agenda item, and Congress is currently considering multiple plans on how to change the healthcare system and how to fund those changes. Generally, PresidentObama and most members of Congress believe that the current healthcare system is too inefficient and leaves too many individuals without healthcare coverage. Much of the current healthcare reform debate includes the following considerations: whether a publicinsurance option should be established; the impact to private insurance companies; the impact to consumer choice of healthcare services; the impact to small businesses; and the impact of funding alternatives including personal tax rate increases, business surcharges,service provider assessments and increasing the federal deficit. We are not able to predict whether healthcare reform will be implemented, what provisions a potential reform plan may include or what impact these developments may have on our future operating resultsor cash flows at this time.

*        Implementation of our Clinical Quality Initiatives*

The integral component of each of the challenge areas previously discussed is quality of care. We have implemented many of our expanded clinical quality initiatives and are in the process of implementing severalothers. These initiatives include monthly review of the current 43 CMS quality indicators, rapid response teams, mock Joint Commission surveys, hourly nursing rounds, our nurse leadership professional practice model, alignment of hospital management incentivecompensation with quality performance indicators and the formation of Physician Advisory Councils at our hospitals to align the quality goals of our hospitals with those of the physicians who practice in our hospitals.

57

**Revenue/Volume Trends**

        Our revenues depend upon inpatient occupancy levels, outpatient procedures performed at our facilities, the ancillary services and therapy programs ordered by physiciansand provided to patients and our ability to successfully negotiate appropriate payment rates for these services with third party payers.

        *Sources of Revenues*

        The primary sources of our revenues include various managed care payers including managed Medicare and managed Medicaid programs, the traditional Medicare program,various state Medicaid programs, commercial health plans and the patients themselves. We are typically paid much less than our gross charges regardless of the payer source. Refer to “Item 1. Business – “Sources of Revenues” section of thisreport for a comprehensive discussion of these payers, how they reimburse us for our services provided and the risks we face with regard to potential reimbursement changes.

        The following table sets forth the percentages of net patient revenues by payer for the years ended June 30, 2007, 2008 and 2009.

 

 

**Year ended June 30,**

 

 

 

 

**2007**

 

**2008**

 

**2009**

 

 

 

 

Medicare

26.4%

26.2%

25.3%

Medicaid

8.6%

7.6%

7.8%

Managed Medicare

12.8%

14.0%

14.1%

Managed Medicaid

7.5%

7.5%

8.9%

Managed care

32.0%

35.0%

34.8%

Self pay

9.7%

8.6%

8.2%

Other

3.0%

1.1%

0.9%

 

 

 

 

Total

100.0%

100.0%

100.0%

 

 

 

 

        *Volumes by Payer*

        During the year ended June 30, 2009, we experienced a 1.1% decrease in discharges compared to the prior year. During the year ended June 30, 2009, we experienced a 1.7%increase in hospital adjusted discharges compared to the prior year. The following table provides details of discharges by payer for the years ended June 30, 2007, 2008 and 2009.

 

 

**Year  ended June 30,**

 

 

 

 

**2007**

 

**2008**

 

**2009**

 

 

 

 

Medicare

 

46,452

 

27.8%

 

47,040

 

27.7%

  

45,516

 

27.1%

Medicaid

 

22,518

 

13.5%

 

20,195

 

11.9%

 

17,068

 

10.2%

Managed Medicare

23,339

14.0%

26,040

15.3%

26,925

16.0%

Managed Medicaid

18,579

11.1%

19,893

11.7%

23,185

13.8%

Managed care

 

48,481

 

29.1%

 

50,040

 

29.5%

 

48,977

 

29.2%

Self pay

 

6,181

 

3.7%

 

5,854

 

3.5%

 

5,650

 

3.4%

Other

1,323

0.8%

606

0.4%

 

559

0.3%

 

 

 

 

 

 

 

Total

 

166,873

 

100.0%

 

169,668

 

100.0%

 

167,880

 

100.0%

 

 

 

 

 

 

 

58

        *Impact of Current Economic Environment*

        We continue to experience limited volume growth due to stagnant demand for inpatient healthcare services and increased competition for available patients. The currenteconomic recession has negatively impacted many industries. While many healthcare services are considered non-discretionary in nature, certain services including elective procedures and other non-emergent services may be deferred or canceled by patients when they aresuffering personal financial hardship or have a negative outlook on the general economy. Increases in unemployment often result in a higher number of uninsured patients, and employer cost reduction programs may result in a higher level of co-pays and deductiblelimits for patients.  Governmental payers and managed care payers may reduce reimbursement paid to hospitals and other healthcare providers to address budget shortfalls or enrollment declines. We are unable to determine the specific impact of the economicrecession on our results of operations and cash flows, but we believe a prolonged or more severe economic recession during the remainder of 2009 and into 2010 will have an adverse impact on our revenues whether in the form of payer mix shifts from managed care touninsured or Medicaid, additional charity care, lower patient volumes, lower collection rates of patient co-pay and deductible balances or a combination of such factors.  We expect our volumes to improve more significantly over the long-term as a result of ourquality of care and service expansion initiatives and other market-specific strategies, especially as more individuals in the markets we serve reach ages where hospital services become more prevalent. However, we have no way to estimate when the economy may improveor when we will realize the benefits of our long-term strategies.

        *Payer Reimbursement Trends*

        In addition to the volume factors described above, patient mix, acuity factors and pricing trends affect our patient service revenues. Net patient revenue per adjustedhospital discharge was $8,110 and $8,623 for the years ended June 30, 2008 and 2009, respectively. This increase reflects improved reimbursement for services provided under negotiated managed care contracts and increased revenues earned from the Texas upper paymentlimit (“UPL”) program and the Illinois provider tax assessment (“PTA”) program further described below. However, due to consolidation of managed care plans and federal and state efforts to decrease Medicare and Medicaid spending, our abilityto recognize improved reimbursement above or equal to rates recognized in previous periods is becoming more difficult. We cannot assure you that future reimbursement rates, even if improved, will sufficiently cover potential increases in the cost of providinghealthcare services to our patients.

        During fiscal 2007 we were approved to receive payments under the Bexar County, Texas UPL Medicaid program. UPL programs allow private hospitals to enter into indigentcare affiliation agreements with governmental entities. Within the parameters of these programs, private hospitals expand charity care services to indigent patients and alleviate expenses for the governmental entity. The governmental entity is then able to utilizeits tax revenue to fund the Medicaid program for private hospitals. CMS began reviewing the operations of this private hospital UPL program after the State of Texas made the first payments in April 2007. It is customary for CMS to review Medicaid UPL paymentprograms. In October 2007, the State of Texas halted all funding of its private hospital UPL programs due to the deferral by CMS of certain federal Medicaid payments to the State of Texas. In August 2008, CMS completed its review and the state lifted its moratoriumon payments under this UPL program. Payments received under the Texas UPL program increased income before taxes by $0.2 million and $19.5 million during the years ended June 30, 2008 and 2009, respectively.

        During our third quarter of fiscal 2009, the federal government approved federal matching funds for the Illinois PTA program. This program enables the state of Illinoisto increase funding for its state Medicaid plan. Hospitals providing services to Medicaid enrollees receive funds directly from the state and then repay a portion of these proceeds to the state in the form of a provider tax assessment. We received $24.9 million ofcash from this program during the year ended June 30, 2009, all of which increased revenues and $13.4 million of which was subsequently paid to the state in the form of a provider tax assessment and is included in non-income taxes in our consolidated statement ofoperations for the year ended June 30, 2009. The PTA program increased income before taxes by $11.5 million during the year ended June 30, 2009.

59

        *Accounts Receivable Collection Risks Leading to Increased Bad Debts*

        Similar to others in the hospital industry, we have a significant amount of self-pay receivables (including self-pay after primary), and collecting these receivables isdifficult and may become more difficult if economic conditions worsen. The following table provides a summary of our accounts receivable payer class mix as of June 30, 2007, 2008 and 2009.

**June 30, 2007**

**0-90 days**

**91-180 days**

**Over 180 days**

**Total**
********************
Medicare

 

 

15.0%

 

 

 

0.6%

 

 

0.6%

 

 

16.2%

Medicaid

7.5%

2.0%

1.0%

10.5%

Managed Medicare

7.6%

0.7%

0.6%

8.9%

Managed Medicaid

5.3%

0.6%

0.7%

6.6%

Managed Care

25.1%

2.7%

1.6%

29.4%

Self-Pay(1)

10.2%

8.0%

1.7%

19.9%

Self-Pay after primary(2)

1.8%

2.8%

1.1%

5.7%

Other

1.8%

0.6%

0.4%

2.8%

    Total

 

 

 

 

74.3%

 

18.0%

 

7.7%

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

**June 30, 2008**

**0-90 days**

**91-180 days**

**Over 180 days**

**Total**

Medicare

 

 

15.3%

 

 

 

0.6%

 

 

0.4%

 

 

16.3%

Medicaid

8.0%

2.2%

1.3%

11.5%

Managed Medicare

8.5%

0.6%

0.5%

9.6%

Managed Medicaid

5.6%

0.4%

0.3%

6.3%

Managed Care

25.8%

2.6%

1.9%

30.3%

Self-Pay(1)

9.3%

7.6%

1.1%

18.0%

Self-Pay after primary(2)

1.9%

2.6%

1.0%

5.5%

Other

1.6%

0.5%

0.4%

2.5%

 

    Total

 

76.0%

 

17.1%

 

6.9%

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

**June 30, 2009**

**0-90 days**

**91-180 days**

**Over 180 days**

**Total**

Medicare

 

 

15.6%

 

 

 

0.3%

 

 

0.3%

 

 

16.2%

Medicaid

6.7%

0.9%

1.0%

8.6%

Managed Medicare

10.0%

0.5%

0.3%

10.8%

Managed Medicaid

7.1%

0.5%

0.5%

8.1%

Managed Care

25.1%

2.3%

1.5%

28.9%

Self-Pay(1)

9.7%

8.1%

0.8%

18.6%

Self-Pay after primary(2)

2.1%

2.9%

0.9%

5.9%

Other

1.8%

0.6%

0.5%

2.9%

 

    Total

 

78.1%

 

16.1%

 

5.8%

 

100.0%

 

____________________(1)  Includes uninsured only.(2)  Includes patient co-insurance and deductible amounts after payment has been received from the primary payer.

60

        Our combined allowances for doubtful accounts, self-pay discounts and charity care covered 96.3% and 96.5% of combined self-pay and self-pay after primary accountsreceivable as of June 30, 2008 and 2009, respectively.

        The volume of self-pay accounts receivable remains sensitive to a combination of factors including price increases, acuity of services, higher levels of patientdeductibles and co-insurance under managed care plans, economic factors and the increased difficulties of uninsured patients who do not qualify for charity care programs to pay for escalating healthcare costs. We have implemented policies and procedures designed toexpedite upfront cash collections and promote repayment plans from our patients. However, we believe bad debts will remain a significant risk for us and the rest of the hospital industry in the near term.

        *Governmental and Managed Care Payer Reimbursement*

        Healthcare spending comprises a significant portion of total spending in the United States and has been growing at annual rates that exceed inflation, wage growth andgross national product. There is considerable pressure on governmental payers, managed Medicare/Medicaid payers and commercial managed care payers to control costs by either reducing or limiting increases in reimbursement to healthcare providers or limiting benefitsto enrollees. The current economic recession has magnified these pressures. Lower than expected tax collections due to higher unemployment and depressed consumer spending have resulted in budget shortfalls for most states, including those in which we operate.Additionally, the demand for Medicaid coverage has increased due to job losses that have left many individuals without health insurance. To balance their budgets, many states, either directly or through their managed Medicaid programs, may enact healthcare spendingcuts or defer cash payments to healthcare providers, since raising taxes is not a popular option during recessionary cycles. Further, the tightened credit markets have complicated the states’ efforts to issue additional bonds to raise cash. During the yearended June 30, 2009, Medicaid and managed Medicaid programs accounted for approximately 17% of our net patient revenues. Managed care payers also face economic pressures during periods of economic weakness due to lower enrollment resulting from higher unemploymentrates and the inability of individuals to afford private insurance coverage. These payers may respond to these challenges by reducing or limiting increases to healthcare provider reimbursement rates or reducing benefits to enrollees. During the year ended June 30,2009, we recognized approximately 35% of our net patient revenues from managed care payers. If we do not receive increased payer reimbursement rates from governmental or managed care payers that cover the increasing cost of providing healthcare services to ourpatients or if governmental payers defer payments to our hospitals, our financial position, results of operations and cash flows could be materially adversely impacted.

        *Increased Costs of Compliance in a Heavily Regulated Industry*

        We conduct business in a heavily regulated industry. Accordingly, we maintain a comprehensive, company-wide compliance program to address healthcare regulatory and othercompliance requirements. This compliance program includes, among other things, initial and periodic ethics and compliance training, a toll-free reporting hotline for employees, annual fraud and abuse audits and annual coding audits. The organizational structure ofour compliance program includes oversight by our board of directors and a high-level corporate management compliance committee. Our Senior Vice President of Compliance and Ethics reports jointly to our Chairman and Chief Executive Officer and to our board ofdirectors, serves as our Chief Compliance Officer and is charged with direct responsibility for the day-to-day management of our compliance program. We also have regional compliance officers in our markets that are 100% dedicated to compliance duties. The financialresources necessary for program oversight, internal enforcement and periodic improvements to our program continue to grow, especially when we add new features to our program or engage external resources to assist with these highly complex matters.

        *Premium Revenues*

        We recognize premium revenues from our three health plans, PHP, AAHP and MHP. PHP’s membership increased to approximately 176,200 at June 30, 2009 compared toapproximately 103,400 at June 30, 2008 primarily due to a new contract with Arizona Health Care Cost Containment System (“AHCCCS”) that went into effect on October 1, 2008, as discussed below. Premium revenues from these three plans increased $227.8million or 50.6% during the year ended June 30, 2009 compared to the prior year period.

61

        In May 2008, PHP was awarded a new contract with AHCCCS effective for the three-year period beginning October 1, 2008 and ending September 30, 2011. AHCCCS has the optionto renew the new contract, in whole or in part, for two additional one-year periods commencing on October 1, 2011 and on October 1, 2012. The new contract covers the three counties covered under the previous contract (Gila, Maricopa and Pinal) plus an additional sixArizona counties: Apache, Coconino, Mohave, Navajo, Pima and Yavapai. We experienced a significant increase in PHP membership and premium revenues during our second, third and fourth quarters of our fiscal year ended June 30, 2009 as a result of this new contract.The new contract utilizes a national episodic/diagnostic risk adjustment factor for non-reconciled enrollee risk groups, the calculation of which AHCCCS expects to finalize by September 30, 2009 and then apply retroactively to October 1, 2008, that was not part ofPHP’s previous AHCCCS contract. Our financial statements include an estimated reserve for the impact of this risk adjustment factor, and we will adjust the reserve as necessary once the calculation is finalized by AHCCCS. Given the State of Arizona’srecent budget crisis and continued concerns about economic indicators during its 2010 fiscal year, AHCCCS could cut reimbursement rates, reduce enrollment, defer capitation payments, reduce or limit covered services or take other steps to reduce program expendituresincluding cancelling PHP’s contract.  Any of these actions could materially adversely impact our future results of operations, financial position or cash flows.

**Critical Accounting Policies**

        Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In preparing these financialstatements, we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses included in the financial statements. Management bases its estimates on historical experience and other available information, the results ofwhich form the basis of the estimates and assumptions. We consider the following accounting policies to be critical because they involve highly subjective and complex assumptions and assessments, are subject to a great degree of fluctuation period over period and arethe most critical to our operating performance.

       *Revenues and Revenue Deductions*

        We recognize patient service revenues during the period the healthcare services are provided based upon estimated amounts due from payers. We record contractualadjustments to our gross charges to reflect expected reimbursement negotiated with or prescribed by third party payers. We estimate contractual adjustments and allowances based upon payment terms set forth in managed care health plan contracts and by federal andstate regulations. For the majority of our patient service revenues, we apply contractual adjustments to patient accounts at the time of billing using specific payer contract terms entered into the accounts receivable systems, but in some cases we record an estimatedallowance until payment is received. If our estimated contractual adjustments as a percentage of gross revenues were 1% higher for all insured accounts, our net revenues would have been reduced by approximately $79.0 million for the year ended June 30, 2009. Wederive most of our patient service revenues from healthcare services provided to patients with Medicare (including managed Medicare plans) or managed care insurance coverage.

        Services provided to Medicare patients are generally reimbursed at prospectively determined rates per diagnosis (“PPS”), while services provided to managedcare patients are generally reimbursed based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Medicaid reimbursements vary by state. Other than Medicare, no individual payer represents more than 10% of our patient servicerevenues.

        Medicare regulations and many of our managed care contracts are often complex and may include multiple reimbursement mechanisms for different types of services providedin our healthcare facilities. To obtain reimbursement for certain services under the Medicare program, we must submit annual cost reports and record estimates of amounts owed to or receivable from Medicare. These cost reports include complex calculations andestimates related to indirect medical education, disproportionate share payments, reimbursable Medicare bad debts and other items that are often subject to interpretation that could result in payments that differ from recorded estimates. We estimate amounts owed toor receivable from the Medicare program using the best information available and our interpretation of the applicable Medicare regulations. We include differences between original estimates and subsequent revisions to those estimates (including final cost reportsettlements) in our consolidated statements of operations in the period in which the revisions are made. Net adjustments for final third party settlements increased patient service revenues and income from continuing operations before income taxes by $6.3

62

million, $7.9 million and $8.0 million during the years ended June 30, 2007, 2008 and 2009, respectively. Additionally, updated regulations and contract negotiations with payers occur frequently, whichnecessitates continual review of revenue estimation processes by management. Management believes that future adjustments to its current third party settlement estimates will not materially impact our results of operations, cash flows or financial position.

        Effective for service dates on or after April 1, 2009, as a result of a state mandate, we implemented a new uninsured discount policy for those patients receivingservices in our Illinois hospitals who had no insurance coverage and who did not otherwise qualify for charity care under our guidelines. Under this policy, we apply an uninsured discount (calculated as a standard percentage of gross charges) at the time of patientbilling and include this discount as a reduction to patient service revenues. These discounts were approximately $11.7 million for the year ended June 30, 2009. We implemented this policy for most of our remaining facilities effective July 1, 2009 and expect toimplement it at all of our facilities by the end of our fiscal year 2010.

        We do not pursue collection of amounts due from uninsured patients that qualify for charity care under our guidelines (currently those uninsured patients whose incomesare equal to or less than 200% of the current federal poverty guidelines set forth by the Department of Health and Human Services). We deduct charity care accounts from revenues when we determine that the account meets our charity care guidelines. We also providediscounts from billed charges and alternative payment structures for uninsured patients who do not qualify for charity care but meet certain other minimum income guidelines, primarily those uninsured patients with incomes between 200% and 500% of the federal povertyguidelines. During the past three fiscal years, a significant percentage of our charity care deductions represented services provided to undocumented aliens under the Section 1011 border funding reimbursement program. Border funding qualification has ended in Texas,and we expect that qualification will end sometime during our fiscal 2010 in Arizona and Illinois when funds appropriated to those states have been exhausted.

        The following table provides a breakdown of our charity care deductions during the years ending June 30, 2007, 2008 and 2009, respectively (in millions).

 

 

 

 

**Year ended June 30,**

 

**2007**

** **

** **

**2008**

** **

** **

**2009**

 

 

Total charity care deductions

 

$

           86.1

 

$

           86.1

 

$

           91.8

Border funding charity deductions, net of payments received

$

19.4

$

29.6

$

34.9

Payments received for border funding accounts

$

2.0

$

3.8

$

4.6

        We record revenues related to the Illinois PTA program, as previously described, when the receipt of payment from the state entity is assured. For the Texas UPL program,as previously described, we recognize revenues that offset the expenses associated with the provision of charity care when the services are provided. We recognize federal match revenues under the Texas UPL program when payments are assured.

        We earned premium revenues of $401.4 million, $450.2 million and $678.0 million during the years ended June 30, 2007, 2008 and 2009, respectively, from our health plans.Our health plans, PHP, AAHP and MHP, have agreements with AHCCCS, CMS and various health maintenance organizations (“HMOs”), respectively, to contract to provide medical services to subscribing participants. Under these agreements, our health plansreceive monthly payments based on the number of HMO participants in MHP or the number and coverage type of enrollees in PHP and AAHP. Our health plans recognize the payments as revenues in the month in which members are entitled to healthcare services with theexception of AAHP Medicare Part D reinsurance premiums and low income subsidy cost sharing premiums that are recorded as a liability to fund future healthcare costs or else repaid to CMS.

       *Allowance for Doubtful Accounts and Provision for Doubtful Accounts*

        Our ability to collect the self-pay portions of our receivables is critical to our operating performance and cash flows. Our allowance for doubtful accounts wasapproximately 28.1% and 30.6% of accounts receivable, net of contractual discounts, as of June 30, 2008 and 2009, respectively. The primary collection risk relates to uninsured

63

patient accounts and patient accounts for which primary insurance has paid but patient deductibles or co-insurance portions remain outstanding.

        We estimate our allowance for doubtful accounts using a standard policy that reserves all accounts aged greater than 365 days subsequent to discharge date pluspercentages of uninsured accounts and self-pay after primary accounts less than 365 days old. We test our allowance for doubtful accounts policy quarterly using a hindsight calculation that utilizes write-off data for all payer classes during**the previoustwelve-month period to estimate the allowance for doubtful accounts at a point in time. We also supplement our analysis by comparing cash collections to net patient revenues and monitoring self-pay utilization. We adjust the standard percentages in our allowance fordoubtful accounts reserve policy as necessary given changes in trends from these analyses. We most recently adjusted this reserve policy when we implemented our uninsured discount policy in Illinois. If our uninsured accounts receivable as of June 30, 2009 were 1%higher, our provision for doubtful accounts would have increased by $1.0 million. Significant changes in payer mix, business office operations, general economic conditions and healthcare coverage provided by federal or state governments or private insurers may have asignificant impact on our estimates and significantly affect our liquidity, results of operations and cash flows.

        Prior to the implementation of our new uninsured discount policy, we classified accounts pending Medicaid approval as Medicaid accounts in our accounts receivable agingreport and recorded a contractual allowance for these accounts equal to the average Medicaid reimbursement rate for that specific state until qualification was confirmed at which time the account was netted in the aging. In the event an account did not successfullyqualify for Medicaid coverage and did not meet our charity guidelines, the previously recorded Medicaid contractual adjustment remained a revenue deduction (similar to a self-pay discount), and the remaining net account balance was reclassified to uninsured statusand subjected to our allowance for doubtful accounts policy. If accounts did not qualify for Medicaid coverage but did qualify as charity care, the contractual adjustments were reversed and the gross account balances was recorded as charity deductions.

        Upon the implementation of our new uninsured discount policy, all uninsured accounts (including those pending Medicaid qualification) that do not qualify for charity carereceive the standard uninsured discount. The balance of these accounts are subject to our allowance for doubtful accounts policy. For those accounts that subsequently qualify for Medicaid coverage, the uninsured discount is reversed and the account is reclassified toMedicaid accounts receivable with the appropriate contractual discount applied. Thus, the contractual allowance for Medicaid pending accounts is no longer necessary for those accounts subject to the uninsured discount policy. The following table provides the value ofaccounts pending Medicaid qualification, the balance successfully qualified for Medicaid coverage, the balance not qualified and transferred to uninsured status, the balance not qualified and transferred to charity and the percentage successfully qualified forMedicaid coverage during the respective fiscal years (dollars in millions).

 

 

 

 

 

**Fiscal Year June 30, 2008**

      

 

**Fiscal Year June 30, 2009**

 

 

 

 

 

 

 

 

 

 

 

 

**Accounts prior**

   

 

**Accounts subject**

   

 

 

 

 

**Accounts prior**

   

 

**Accounts subject**

   

 

 

**to uninsured**

**to uninsured**

**to uninsured**

**to uninsured**

**discount policy**

 

 

**discount policy**

 

 

**Total**

**discount policy**

 

 

**discount policy**

 

 

**Total**

Medicaid pending accounts receivable balance

$

12.5

 

$

–

   

$

12.5

 

$

12.5

 

$

3.3

 

$

15.8

Medicaid pending accounts successfully qualified

$

22.5

$

–

$

22.5

$

23.5

$

–

$

23.5

Medicaid pending accounts not qualified (uninsured)

$

25.1

$

–

$

25.1

$

29.4

$

0.2

$

29.6

Medicaid pending accounts not qualified (charity)

$

7.2

$

–

$

7.2

$

8.0

$

–

$

8.0

Medicaid pending qualification success percentage

41%

39%

        Because we require patient verification of coverage at the time of admission, reclassifications of Medicare or managed care accounts to self-pay, other than patientcoinsurance or deductible amounts, occur infrequently and are not material to our financial statements.  Additionally, the impact of these classification changes is further limited by our ability to identify any necessary classification changes prior to patientdischarge or soon thereafter.  Due to information system limitations, we are unable to quantify patient deductible and co-insurance receivables that are included in the primary payer classification in the accounts receivable aging report at any given point intime. When classification changes occur, the account balance remains aged from the patient discharge date.

64

       *Insurance Reserves*

        As of June 30, 2008, we maintained a self-insured medical plan for a limited number of our employees. Claims were accrued under the self-insured plan as the incidents that gave riseto them occurred. Unpaid claims accruals were based on the estimated ultimate cost of settlement, including claim settlement expenses, in accordance with an average lag time and historical experience. Effective July 1, 2008, we began covering all of our employeesunder a self-insured medical plan, which subjected us to significantly higher risks and reserve levels.

        Due to the nature of our operating environment, we are subject to professional and general liability and workers compensation claims and related lawsuits in the ordinarycourse of business.  For professional and general liability claims incurred from June 1, 2002 to May 31, 2006, our wholly owned captive subsidiary insured our professional and general liability risks at a $10.0 million retention level. For professional andgeneral liability claims incurred subsequent to May 31, 2006 through June 30, 2009, we self-insured the first $9.0 million per claim, and the captive subsidiary insured the next $1.0 million per claim. We maintain excess coverage from independent third party insurerson a claims-made basis for individual claims exceeding $10.0 million up to $75.0 million, but limited to total annual payments of $65.0 million in the aggregate.

        We insure our excess professional and general liability coverage under a retrospectively rated policy, and premiums under this policy are recorded at the minimum premiumamount unless our claims experience leads us to believe that a higher premium applies. We self-insure our workers compensation claims up to $1.0 million per claim and purchase excess insurance coverage for claims exceeding $1.0 million.

        The following tables summarize our employee health, professional and general liability and workers compensation reserve balances (including the current portions of suchreserves) as of June 30, 2008 and 2009 and claims loss and claims payment information during the years ended June 30, 2007, 2008 and 2009.

 

**Employee Health**

               

**Professional and General Liability**

               

**Workers Compensation**

 

 

 

 

 

 

 

 

(in millions)

Reserve balance:

     June 30, 2006

$

1.6 

$

58.8 

$

15.3 

     June 30, 2007

$

1.2 

$

64.6 

$

18.5 

     June 30, 2008

$

1.5 

               

            $

74.3 

               

         $

18.8 

     June 30, 2009

$

13.4 

 

$

92.9 

 

$

18.2 

 

 

 

 

 

 

 

 

 

 

Current year provision for claims losses:

     Fiscal year 2007

$

6.8 

$

24.7 

$

9.4 

     Fiscal year 2008

$

7.3 

$

22.4 

$

7.6 

     Fiscal year 2009

$

93.2 

 

$

22.2 

$

7.8 

 

 

 

 

 

 

 

 

 

 

Adjustments to prior year claims losses:

     Fiscal year 2007

$

– 

$

(4.5)

$

–

     Fiscal year 2008

$

– 

$

(0.6)

$

(2.3)

     Fiscal year 2009

$

(0.6)

$

13.4 

$

(3.8)

 

 

 

 

 

 

 

 

 

 

Claims paid related to current year:

 

     Fiscal year 2007

$

6.0 

$

0.2 

 

$

1.3 

     Fiscal year 2008

$

5.8 

$

0.1 

 

$

1.0 

     Fiscal year 2009

$

79.8 

$

0.3 

 

$

1.6 

 

 

 

 

 

 

 

 

 

 

Claims paid related to prior years:

     Fiscal year 2007

$

1.2 

$

14.2 

$

4.9 

     Fiscal year 2008

$

1.2 

$

12.0 

$

4.0 

     Fiscal year 2009

$

0.9 

$

16.7 

$

3.0 

        In developing our estimates of our reserves for employee health, professional and general liability and workers compensation claims, we utilize actuarial and certaincase-specific information. Each reserve is comprised of

65

estimated indemnity and expense payments related to:  1) reported events (“case reserves”) and 2) incurred but not reported (“IBNR”) events as of the end of the period. Management usesinformation from its human resource and risk managers and its best judgment to estimate case reserves. Actuarial IBNR estimates are dependent on multiple variables including our risk exposures, our self-insurance limits, geographic locations in which we operate, theseverity of our historical losses compared to industry averages and the reporting pattern of our historical losses compared to industry averages, among others. Most of these variables require judgment, and changes in these variables could result in significant periodover period fluctuations in our estimates. We discount our workers compensation reserve using actuarial estimates of projected cash payments in future periods (approximately 5.0% for each of the past three fiscal years). We do not discount our professional andgeneral liability reserve. We adjust these reserves from time to time as we receive updated information.

        In April 2009, a jury awarded damages to the plaintiff in a professional liability case against one of our hospitals in the amount of approximately $14.9 million, whichexceeded our captive subsidiary’s $10.0 million self insured limit. Based upon this verdict, we increased our professional and general liability reserve by the excess of the verdict amount over our previously established case reserve estimate and recorded areceivable from our captive subsidiary’s third party excess carrier for that portion exceeding $10.0 million. We then reduced this receivable by the additional premium due to the excess carrier under our retrospectively rated insurance policy for thatparticular policy year. These developments resulted in an increase to insurance expense of approximately $11.9 million during the year ended June 30, 2009. We appealed this verdict since most of the verdict represented non-economic damages like pain and suffering,but we can not predict whether or not the verdict will be reduced at this time.

        Our best estimate of professional and general liability and workers compensation IBNR utilizes statistical confidence levels that are below 75%. Using a higherstatistical confidence level, while not permitted under United States generally accepted accounting principles, would increase the estimated reserve. The following table illustrates the sensitivity of the reserve estimates at 75% and 90% confidence levels.

 

 

**Professional and General Liability**

               

**Workers Compensation**

 

 

 

 

 

(in millions)

June 30, 2008 reserve:

 

 

 

 

 

 

     As reported

$

74.3

 

$

18.8

     With 75% Confidence Level

$

85.7

 

$

21.5

     With 90% Confidence Level

 

$

97.2

 

$

23.8

 

 

 

 

 

 

 

June 30, 2009 reserve:

 

 

 

 

 

 

     As reported

$

92.9

 

$

18.2

     With 75% Confidence Level

$

104.9

 

$

21.2

     With 90% Confidence Level

$

116.9

 

$

23.8

        Our best estimate of employee health claims IBNR relies primarily upon payment lag data. If our estimate of the number of unpaid days of employee health claims expensechanged by 5 days, our employee health IBNR estimate would change by approximately $1.3 million.

       *Health Plan Claims Reserves*

        During the years ended June 30, 2007, 2008 and 2009, medical claims expense was $297.0 million, $328.2 million and $525.6 million, respectively, primarily representingmedical claims of PHP. Vanguard estimates PHP’s reserve for medical claims using historical claims experience (including cost per member and payment lag time) and other actuarial data including number of enrollees and certain enrollee demographic information.The following table provides the health plan reserve balances as of June 30, 2008 and 2009 and health plan claims and payment information during the years ended June 30, 2007, 2008 and 2009, respectively (in millions).

66

 

**Year ended June 30,**

 

 

 

**2007**

** **

** **

**2008**

** **

** **

**2009**

 

 

 

 

 

 

Health plan reserves, beginning of year

$

46.6

$

61.4

$

51.1 

Current year provision for health plan claims

293.9

329.7

525.5 

Current year adjustments to prior year health plan claims

3.1

(1.5

)

0.1 

Program settlement, capitation and other activity

(9.7

)

(24.2

)

19.3 

Claims paid related to current year

(231.2

)

(268.4

)

(424.6)

Claims paid related to prior years

(41.3

)

(45.9

)

(53.8)

Health plan reserves, end of year

$

61.4

$

51.1

$

117.6

        The increases in reserves, claims losses and claims payments from 2008 to 2009 were primarily due to the significant increase in enrollees during the current year periodas a result of the new AHCCCS contract that went into effect on October 1, 2008. While management believes that its estimation methodology effectively captures trends in medical claims costs, actual payments could differ significantly from its estimates given changesin the healthcare cost structure or adverse experience. During the years ended June 30, 2007, 2008 and 2009, approximately $34.2 million, $31.2 million and $34.0 million, respectively, of accrued and paid claims for services provided to our health plan enrollees byour hospitals and our other healthcare facilities were eliminated in consolidation. Our operating results and cash flows could be materially affected by increased or decreased utilization of our healthcare facilities by enrollees in our health plans.

        *Income Taxes*

        We believe that our income tax provisions are accurate and supportable, but certain tax matters require interpretations of tax law that may be subject to future challengeand may not be upheld under tax audit. To reflect the possibility that all of our tax positions may not be sustained, we maintain tax reserves that are subject to adjustment as updated information becomes available or as circumstances change. We record the impact oftax reserve changes to our income tax provision in the period in which the additional information, including the progress of tax audits, is obtained.

        We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on all available evidence, both positiveand negative, and the weight of that evidence to the extent such evidence can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The factors used in this determination includethe following:

                •  Cumulative losses in recent years                •  Income/losses expected in future years                •  Unsettled circumstances that, if favorably resolved, would adversely affect future operations                •  Availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of                    tax benefits                •  Carryforward period associated with the deferred tax assets and liabilities                •  Prudent and feasible tax planning strategies

        In addition, financial forecasts used in determining the need for or amount of federal and state valuation allowances are subject to changes in underlying assumptions andfluctuations in market conditions that could significantly alter our recoverability analysis and thus have a material adverse effect on our consolidated financial condition, results of operations or cash flows. Effective July 1, 2007, we adopted the provisionsof FASB Interpretation No. 48, *Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109* (“FIN 48”). The following table provides the detail comprising our FIN 48 net liability from the date of adoption throughJune 30, 2009 (in millions).

67

Reclassification from  income taxes payable

$

           0.3

 

Increase to non-current deferred tax assets

 

2.7

 

Cumulative impact of change recorded to retained earnings

 

(2.6

)

 

 

 

     Opening balance at July 1, 2007

$

0.4

 

Additions for tax provisions of prior years

 

0.2

 

 

 

 

     Balance at June 30, 2008

$

0.6

 

Additions for tax positions of prior years

 

2.9

 

Reductions for tax positions of prior years

 

(0.3

)

 

 

 

     Balance at June 30, 2009

$

3.2

 

 

 

 

        The provisions of FIN 48 allow for the classification election of interest on an underpayment of income taxes, when the tax law requires interest to be paid, andpenalties, when a tax position does not meet the minimum statutory threshold to avoid payment of penalties, in income taxes, interest expense or another appropriate expense classification based on the accounting policy election of the entity. We elected to continueour historical practice of classifying interest and penalties as a component of income tax expense. All $3.2 million of the unrecognized tax benefits, if recognized, would impact the effective tax rate.

        *Long-Lived Assets and Goodwill*

        Long-lived assets, including property, plant and equipment and amortizable intangible assets, comprise a significant portion of our total assets. We evaluate the carryingvalue of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist under the provisions of SFAS 144, *Accounting for the Impairment or Disposal of Long-Lived Assets*. When management believes impairmentindicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of long-lived assets held for use are prepared. If the projections indicate that the carrying values of the long-lived assets are notrecoverable, we reduce the carrying values to fair value. In May 2009, we recorded a $6.2 million ($3.8 million net of taxes) impairment charge to write-down the value of a building that we currently lease to other healthcare service providers to fair value. Forlong-lived assets held for sale, we compare the carrying values to an estimate of fair value less selling costs to determine potential impairment. We test for impairment of long-lived assets at the lowest level for which cash flows are measurable. These impairmenttests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. Given the relatively few number of hospitals we own and the significant amounts of long-lived assets attributable to those hospitals, animpairment of the long-lived assets for even a single hospital could materially adversely impact our operating results or financial position.

        Goodwill also represents a significant portion of our total assets. We review goodwill for impairment annually during our fourth fiscal quarter or more frequently ifcertain impairment indicators arise under the provisions of SFAS 142, *Goodwill and Other Intangible Assets*. We review goodwill at the reporting level unit, which is one level below an operating segment. We review the carrying value of the net assets of eachreporting unit  to the net present value of estimated discounted future cash flows of the reporting unit. If the carrying value exceeds the net present value of estimated discounted future cash flows, an impairment indicator exists and an estimate of theimpairment loss is calculated. The fair value calculation includes multiple assumptions and estimates, including the projected cash flows and discount rates applied. Changes in these assumptions and estimates could result in goodwill impairment that could materiallyadversely impact our financial position or results of operations. In December 2006, we recorded a goodwill impairment charge in the amount of $123.8 million ($110.5 million, net of tax benefit) related to our Chicago hospitals.

        We completed our annual goodwill impairment test during the fourth quarter of fiscal 2009 noting no impairment. However, we will continue to closely monitor theoperations of our Chicago hospitals reporting unit, which has goodwill of approximately $43.0 million, due to the sensitivity of the projected operating results of this reporting unit to the goodwill impairment analysis. If projected future cash flows become lessfavorable than those

68

projected by management, an additional impairment charge relating to our Chicago hospitals may become necessary that could have a material adverse impact on our financial position and results ofoperations.

**Selected Operating Statistics**

        The following table sets forth certain operating statistics for the periods indicated below.

 

 

**Year Ended June 30,**

 

 

 

 

 

 

 

**2007**

 

 

**2008**

 

 

 

**2009**

 

 

 

 

 

 

 

 

 

 

Number of hospitals at end of period

 

 

15

 

 

15

 

 

 

15

 

Number of licensed beds at end of period

 

 

4,143

 

 

4,181

 

 

 

4,135

 

Discharges (a)

 

 

166,873

 

 

169,668

 

 

 

167,880

 

Adjusted discharges - hospitals (b)

 

 

264,698

 

 

270,076

 

 

 

274,767

 

Adjusted discharges (c)

278,820

284,680

289,997

Net revenue per adjusted discharge-hospitals (d)

$

7,766

$

8,110

$

8,623

Net revenue per adjusted discharge (e)

$

7,690

$

8,059

$

8,517

Patient days (f)

721,832

734,838

709,952

Average length of stay (days) (g)

 

 

4.3

 

 

4.3

 

 

 

4.2

 

Inpatient surgeries (h)

37,227

37,538

37,970

Outpatient surgeries (i)

76,606

73,339

76,378

Emergency room visits (j)

572,946

588,246

605,729

Occupancy rate (k)

 

 

48.2

%

 

48.0

%

 

 

47.0

%

Member lives (l)

145,600

149,600

218,700

Health plan claims expense percentage (m)

74.0

%

72.9

%

77.5

%

____________________

(a)

 

Discharges represent the total number of patients discharged (in the facility for a period in excess of 23 hours) from our hospitals and is used by management and certain investors as a general measure of inpatientvolumes.

 

 

 

(b)

 

Adjusted discharges-hospitals is used by management and certain investors as a general measure of combined hospital inpatient and hospital outpatient volumes. Adjusted discharges-hospitals is computed by multiplying dischargesby the sum of gross hospital inpatient revenues and gross hospital outpatient revenues and then dividing the result by gross hospital inpatient revenues.

 

 

 

(c)

Adjusted discharges is used by management and certain investors as a general measure of consolidated inpatient and outpatient volumes. Adjusted discharges is computed by multiplying discharges by the sum of gross inpatientrevenues and gross outpatient revenues and then dividing the result by gross inpatient revenues.

(d)

Net revenue per adjusted discharge-hospitals is calculated by dividing net hospital patient revenues by adjusted discharge-hospitals and measures the average net payment expected to be received for a patient’s stay inthe hospital.

 

 

 

(e)

Net revenue per adjusted discharge is calculated by dividing net patient revenues by adjusted discharges and measures the average net payment expected to be received for an episode of service provided to a patient.

(f)

Patient days represent the number of days (calculated as overnight stays) our beds were occupied by patients during the periods.

 

 

(g)

Average length of stay represents the average number of days an admitted patient stays in our hospitals.

 

 

(h)

 

Inpatient surgeries represent the number of surgeries performed in our hospitals where overnight stays are necessary.

 

 

 

(i)

Outpatient surgeries represent the number of surgeries performed at hospitals or ambulatory surgery centers on an outpatient basis (patient overnight stay not necessary).

 

 

 

(j)

Emergency room visits represent the number of patient visits to a hospital emergency room where treatment is received, regardless of whether an overnight stay is subsequently required.

 

 

 

(k)

Occupancy rate represents the percentage of hospital licensed beds occupied by patients. Occupancy rate provides a measure of the utilization of inpatient beds.

 

 

(l)

Member lives represent the total number of enrollees in PHP, AAHP and MHP as of the end of the respective period.

 

 

(m)

Health plan claims expense percentage is calculated by dividing health plan claims expense by premium revenues.

69

**Results of Operations**

        The following tables present a summary of our operating results for the respective periods shown.

 

 

 

**Year Ended June 30,**

 

 

 

 

 

 

 

 

**2007**

 

 

**2008**

 

 

 

**2009**

 

 

 

 

 

 

 

 

 

 

 

**Amount**

**%**

**Amount**

**%**

**Amount**

**%**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

** **

 

 

*(Dollars in millions)*

 

 

 

 

** **

 

Patient service revenues

 

$

2,179.3

 

 

84.4

%

 

$

2,340.5

 

 

83.9

%

 

$

2,521.7

 

 

78.8

%

Premium revenues

 

 

401.4

15.6

450.2

16.1

678.0

21.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

2,580.7

100.0

2,790.7

100.0

3,199.7

100.0

Salaries and benefits (includes stock compensation    of $1.2, $2.5 and $4.4 respectively)

1,067.9

41.4

1,152.7

41.3

1,240.1

38.7

Health plan claims expense

297.0

11.5

328.2

11.8

525.6

16.4

Supplies

421.8

16.4

434.5

15.5

456.3

14.3

Provision for doubtful accounts

175.2

6.8

205.6

7.4

210.8

6.6

Other operating expenses

375.0

14.5

405.8

14.5

468.9

14.6

Depreciation and amortization

118.6

4.6

131.0

4.7

130.6

4.1

Interest, net

123.8

4.8

122.1

4.4

111.6

3.5

Impairment loss

123.8

4.8

–

0.0

6.2

0.2

Other expenses

2.8

0.1

9.5

0.3

5.9

0.2

 

Income (loss) from continuing operations

   before income taxes

(125.2

)

(4.9

)

1.3

0.1

43.7

1.4

Income tax expense (benefit)

(11.6

)

(0.5

)

1.7

0.1

16.0

0.5

 

Income (loss) from continuing operations

(113.6

)

(4.4

)

(0.4

)

0.0

27.7

0.9

Income (loss) from discontinued operations,

   net of taxes

(19.1

)

(0.7

)

(0.3

)

0.0

0.9

0.0

Net income (loss)

$

(132.7

)

(5.1

)%

$

(0.7

)

0.0

%

$

28.6

0.9

%

 

 

 

**Year Ended June 30, 2009 Compared to the Year Ended June 30, 2008**

        *Revenues*.  Patient service revenues increased 7.7% year over year primarily as a result of a 5.7% increase in patient revenues per adjusted discharge and a1.9% increase in adjusted discharges. Total outpatient volumes increased year over year, including a 3.0% and 4.1% increase in emergency room visits and outpatient surgeries, respectively. Our volumes by payer remained relatively consistent during both years.However, our combined Medicaid and managed Medicaid net revenues as a percentage of total net revenues increased to 16.7% during the current year compared to 15.1% during the prior year, primarily as a result of the increase in Texas UPL and Illinois PTA revenuespreviously discussed. The acuity level of our patients also increased year over year. However, during the current year, we continued to generate most of our admissions from emergency room visits and experienced lower elective admissions. Patients often elect to deferelective procedures when general economic conditions are weak. We also face continued intense competition from other hospitals to recruit and retain the best physicians to practice in our facilities. Further improvement in our operating results will depend on ourability to increase elective inpatient and outpatient business to maintain a favorable payer mix. We believe our quality initiatives will be the catalyst for long-term revenue growth, especially given the forecasted population growth for most of the markets in whichwe operate. However, environmental factors outside our control, including patient demand, potential healthcare reform, deterioration of general economic conditions, payer pressures and increased competition could limit our future revenue growth.

        Premium revenues increased $227.8 million or 50.6% during the current year as a result of higher enrollment at PHP compared to the prior year. PHP’s new contractwith AHCCCS began on October 1, 2008, and average enrollment increased from 101,435 during the prior year to 150,468 during the current year. PHP was awarded six new counties under the new contract in addition to the three counties served under the prior AHCCCScontract.

70

        We continue to implement our quality of care initiatives and streamline our processes from admission to discharge to provide our patients effective healthcare solutionsin an efficient manner. Part of this process includes identifying the optimal service line mix that both meets the needs of our patients and improves our operating results. The success of these objectives depends on our ability to engage our nursing workforce,recruit and retain physicians who share our commitment to quality, strengthen the primary care infrastructure for our hospitals and complete capital improvements projects including advanced clinical systems in a timely manner.

        *Costs and Expenses*.  Total costs and expenses from continuing operations, exclusive of income taxes, were $3,156.0 million or 98.6% of total revenues duringthe current year, compared to 99.9% during the prior year. Salaries and benefits, supplies, health plan claims and provision for doubtful accounts represent the most significant of our normal costs and expenses and those typically subject to the greatest level offluctuation period over period.

               •

  

**Salaries and benefits.  Salaries and benefits as a percentage of total revenues decreased to 38.7% during the current year from 41.3% during the prior year. This ratio was positively impacted bythe significant increase in premium revenues, which utilize a much lower rate of salaries and benefits than acute care services, during the current year compared to the prior year and by the increase in Texas UPL and Illinois PTA revenues during the current yearcompared to the prior year. Salaries and benefits as a percentage of acute care segment revenues were 47.2% during the current year compared to 47.8% during the prior year, which improvement was primarily attributable to the Texas UPL and Illinois PTA revenues growthduring the current year.
 

 

* *

 

 

These ratios were adversely impacted during the current year by our investments in physician services and quality initiatives. We continue to employ more physicians to support the communities our hospitals serveand have added significant corporate resources during the past year to manage and oversee the physician growth. Implementation of our quality initiatives have also resulted in additional labor costs associated with training staff to utilize new clinical qualitysystems and additional hospital and corporate resources to monitor and manage quality indicators. As of June 30, 2009, we had approximately 19,200 full-time and part-time employees compared to 18,500 as of June 30, 2008. Our contract labor expense as a percentage ofpatient service revenues decreased to 2.6% for the current year compared to 3.5% for the prior year. We have been successful in our nurse recruiting and retention initiatives during the current year, much of which we attribute to our commitment to delivering qualitypatient care. While the national nursing shortage has abated to some degree during the current year as a result of weakened economic conditions, shortages in certain pockets of the communities we serve still exist. We expect that our nurse leadership program willhelp mitigate this risk.

 

 

 

               •

 

**Supplies.  Supplies as a percentage of total revenues decreased to 14.3% during the current year  compared to 15.5% during the prior year. Supplies as a percentage of patient servicerevenues decreased to 18.1% during the current year quarter compared to 18.6% during the prior year. The increase in Texas UPL and Illinois PTA revenues during the current year quarter accounted for approximately half of this improvement. Although the acuity of ourservices provided increased during the current year compared to the prior year, we were successful in limiting the ratio of supplies to patient service revenues by further implementing certain supply chain initiatives such as increased use of our group purchasingcontract and pharmacy formulary management. Because our growth strategies include expansion of higher acuity services and due to inflationary pressures on medical supplies and pharmaceuticals, our ability to reduce this ratio in future periods may be limited.
 

 

* *

               •

 

**Health plan claims.  Health plan claims expense as a percentage of premium revenues increased to 77.5% during the current year compared to 72.9% during the prior year. The new PHP contractresulted in a significant change in the mix of our AHCCCS enrollees with a significant increase in enrollees in geographic areas not previously served by PHP. As a result of the bid process for these new areas, the rates paid to providers in those six new countiesand capitated payment rates received from AHCCCS for those counties were not necessarily the same as those applicable to the three counties previously served by PHP. Also, the additional PHP revenues diluted the impact of the third party administrator revenues at MHPthat have no corresponding medical claims expense. We could experience changes in this ratio during upcoming quarters as we receive more PHP historical claims payment information, especially for the new counties where service began on October 1, 2008. During fiscal2009, we accrued
71

 

 

for the estimated amount payable to AHCCCS for the risk adjustment factor payment methodology that will be retroactively applied to October 1, 2008, which also caused the health plan claims expense as a percentageof premium revenues to increase during the current year.

 

 

** **

 

 

Health plan claims expense represents the amounts paid by the health plans for healthcare services provided to their members, including an estimate of incurred but not yet reported claims that is determined basedupon lag data and other actuarial assumptions. Revenues and expenses between the health plans and our hospitals and related outpatient service providers of approximately $34.0 million, or 6.1% of gross health plan claims expense, were eliminated in consolidationduring the current year.

 

 

* *

               •

 

**Provision for doubtful accounts.  The provision for doubtful accounts as a percentage of patient service revenues decreased to 8.4% during the current year from 8.8% during the prior year. On acombined basis, the provision for doubtful accounts, uninsured discounts and charity care deductions as a percentage of patient service revenues was 12.0% for both the current year and prior year periods. During the current year, our self-pay revenues as a percentageof net patient revenues decreased to 8.2% compared to 8.6% during the prior year. We have also experienced improved upfront cash collections and success in qualifying patients for coverage under Medicaid or similar programs. We utilized hindsight testing analysis,cash collections data and other metrics to conclude that our policies adequately provided for uncompensated care during the year ended June 30, 2009. Our combined allowances for doubtful accounts, uninsured discounts and charity care as of June 30, 2009 represented96.5% of total self-pay accounts receivable compared to 96.3% as of June 30, 2008. We expect our bad debts ratios to remain sensitive to environmental factors including deteriorating economic conditions that could result in a greater number of uninsured patients andincreased difficulty for patients to pay their co-payment and deductible balances.
        *Other operating expenses*. Other operating expenses include, among others, purchased services, insurance, non-income taxes, rents and leases, repairs andmaintenance and utilities. Other operating expenses as a percentage of total revenues increased to 14.6% during the current year compared to 14.5% during the prior year. Other operating expenses as a percentage of patient service revenues increased to 18.6% duringthe current year compared to 17.3% during the prior year. In April 2009, a jury awarded damages to the plaintiff in a professional liability case against one of our hospitals in the amount of approximately $14.9 million, which exceeded our captive insurancesubsidiary’s $10.0 million self-insured limit. Based upon this verdict, we recognized additional insurance expense of $11.9 million during the current year representing the amount necessary to reach our captive’s self-insured limit plus additionalpremiums due to the third party excess coverage carrier under our retrospectively rated insurance policy with that carrier. Also, non-income taxes increased by $23.9 million during the current year primarily as a result of $13.4 million of Illinois PTA program cashreceipts that were subsequently paid to the state in the form of a provider tax and higher premiums taxes related to the significant enrollment growth at PHP.

*        Other*. Depreciation and amortization was flat year over year.  Net interest decreased by $10.5 million during the current year primarily due to lowerinterest rates on the variable portion of our term debt. We incurred an impairment loss of $6.2 million ($3.8 million, net of taxes) during the current year resulting from the write-down of a non-hospital building to fair value.

        *Income taxes*.  Our effective tax rate was approximately 36.6% during the current year. Income taxes during the prior year were not significant.

        *Net income*.  Net income increased by $29.3 million during the current year compared to the prior year primarily due to improved operating results both from our acute careservices and health plan segments.

**Year Ended June 30, 2008 Compared to the Year Ended June 30, 2007**

        *Revenues*.  Patient service revenues increased 7.4% year over year primarily as a result of a 4.8% increase in patient revenues per adjusted discharge and a2.1% increase in adjusted discharges. Total outpatient volumes increased year over year, including a 2.7% increase in emergency room visits, although outpatient surgeries decreased year over year. We experienced positive year over year payer mix shifts highlighted byan increase in combined Medicare and managed Medicare volumes compared to a decrease in combined Medicaid and managed

72

Medicaid volumes. The acuity level of our patients also increased year over year. However, we continued to generate most of our inpatient stays from emergency room visits and struggled to improve our electiveadmissions.

        Premium revenues increased 12.2% during fiscal 2008 primarily as a result of a 5.7% in year over year annual membership at PHP and a capitation rate increase that wentinto effect for PHP as of October 1, 2007. PHP’s membership increased as a result of a greater number of AHCCCS-eligible residents as a result of weakened general economic conditions and a greater allocation of the AHCCCS enrollees to PHP.

        *Costs and Expenses.*  Total costs and expenses, exclusive of income taxes and discontinued operations, were $2,789.4 million or 99.9% of total revenues duringfiscal 2008 compared to 104.9% during fiscal 2007. Fiscal 2007 costs and expenses were negatively impacted by the $123.8 million impairment loss related to our Chicago hospitals. Salaries and benefits, supplies, medical claims and provision for doubtful accountsrepresent our most significant individual costs and expenses or those subject to the greatest level of fluctuation period over period.

               •

  

**Salaries and benefits.  Salaries and benefits as a percentage of total revenues were relatively flat period over period. Excluding the growth in our health plan operations, salaries and benefitswould have increased to 42.0% during fiscal 2008 compared to the 41.4% during the prior year. The national nursing shortage, which was particularly prevalent in Phoenix, hindered our ability to fully manage salaries and benefits costs. Even with the nursing shortagein Phoenix, we made progress in stabilizing our nurse workforce in Phoenix to reduce contract labor utilization. We incurred a significant increase in period over period salaries and benefits costs in our Massachusetts hospitals primarily resulting from requirementsset forth in our collective bargaining agreement ratified with the nurses union at St. Vincent Hospital.
 

 

* *

               •

 

**Supplies*.* Supplies as a percentage of total revenues decreased from 16.3% during fiscal 2007 to 15.5% during fiscal 2008. Supplies as a percentage of patient service revenues decreased to18.6% during fiscal 2008 compared to 19.4% during fiscal 2007. Fiscal 2008 was the first full year that certain of our supply chain corporate initiatives were fully implemented. These initiatives included formulary refinements, standardization of commodities andsupplies reprocessing and improved compliance with our group purchasing contract. Effective May 2008, we renewed our group purchasing contract with HealthTrust Purchasing Group for an additional five years.
 

 

* *

               •

 

**Health plan claims expense*.*  Health plan claims expense as a percentage of premium revenues decreased from 74.0% during fiscal 2007 to 72.9% during fiscal 2008. Capitation revenues forour health plans increased at a greater rate year over year than did the utilization of medical services by our health plans’ enrollees. Health plan claims expense represents the amounts paid by health plans for healthcare services provided to their members,including an estimate of incurred but not reported claims that is determined based upon lag data and other actuarial assumptions. Revenues and expenses between the health plans and our hospitals and related outpatient service providers of approximately $31.2 million,or 8.7% of gross health plan claims expense, were eliminated in consolidation during fiscal 2008 compared to $34.2 million or 10.3% of gross health plan claims expense during fiscal 2007.
 

 

* *

               •

 

**Provision for doubtful accounts*.*  During fiscal 2008, the provision for doubtful accounts as a percentage of patient service revenues increased to 8.8% from 8.0% during fiscal 2007.During fiscal 2008, our self-pay discharges as a percentage of total discharges decreased to 3.5% from 3.7% during fiscal 2007. However, price increases at our hospitals and increased levels of patient co-insurance and deductibles under managed care plans increasedour exposure to uncollectible revenues. The previously discussed change in our allowance for doubtful accounts policy during fiscal 2008 resulted in a higher provision for doubtful accounts as a percentage of patient service revenues during fiscal 2008 compared tofiscal 2007. Our provision for doubtful accounts as a percentage of patient service revenues is reduced by our policy of deducting charity accounts from revenues at the time in which those accounts meet our charity care guidelines. On a combined basis, the provisionfor doubtful accounts and charity care deductions as a percentage of patient service revenues increased to 12.5% during fiscal 2008 compared to 12.0% during fiscal 2007.
73

        *Other operating expenses*. Other operating expenses include, among others, purchased services, insurance, non-income taxes, rents and leases, repairs andmaintenance and utilities.  Other operating expenses as a percentage of total revenues were flat year over year. We incurred higher physician recruiting costs, higher repairs and maintenance costs related to the implementation of our clinical information systemsin our hospitals and higher utilities costs during 2008 compared to 2007.

        *Other*. Depreciation and amortization as a percentage of total revenues increased to 4.7% during fiscal 2008 compared to 4.6% during fiscal 2007 as a result of ourcapital improvement and expansion initiatives.  Portions of our clinical quality systems were placed into service during fiscal 2008, and fiscal 2008 was the first full year in which all of our previous significant expansion projects in Phoenix and San Antoniohad been fully in service. The decrease in net interest as a percentage of total revenues to 4.4% during fiscal 2008 compared to 4.8% during fiscal 2007 resulted primarily from the increase in total revenues during fiscal 2008 compared to fiscal 2007 withoutadditional debt borrowings.

        *Income taxes*.  Income taxes were not significant during fiscal 2008. The effective tax rate for fiscal 2007 was 9.3% due to the majority of the impairmentloss being nondeductible for tax purposes.

*        Discontinued operations*. Our loss from discontinued operations was not significant during the fiscal year ended June 30, 2008 due to the winding down ofoperations at PMH compared to fiscal 2007 when PMH operated as an acute care hospital for the majority of the fiscal year.

        *Net loss*. The $132.0 million year over year decrease in net loss resulted primarily from the improved operating results during fiscal 2008 and the after tax impactof the impairment loss recorded during fiscal 2007.

**Liquidity and Capital Resources**

        *Operating Activities*

**

        At June 30, 2009, we had working capital of $251.6 million, including cash and cash equivalents of $308.2 million.  Working capital at June 30, 2008 was $217.8million. Cash provided by operating activities increased $135.1 million during the year ended June 30, 2009 compared to the prior year.  The increase in operating cash flows was primarily due to improved net cash collections of accounts receivable, the impact ofthe significant enrollee growth at PHP on capitation payments received from AHCCCS and the timing of claims payments made for new members, the timing of claims payments related to the expansion of our self-insured employee medical plan, the increase in net paymentsreceived under the Bexar County, Texas UPL program and the Illinois PTA program and improved operating results during the year ended June 30, 2009 compared to the prior year. Net accounts receivable days decreased by approximately 6 days to 45 days at June 30, 2009compared to 51 days at June 30, 2008.

        *Investing Activities*

        Cash used in investing activities decreased from $143.8 million during the prior year to $133.6 million during the current year, primarily as a result of net $26.3million purchases of auction rate securities during the prior year that we continued to hold during the current year. Capital expenditures increased $10.5 million during the current year compared to the prior year.

        We anticipate spending a total of $180.0 million to $200.0 million in capital expenditures during fiscal 2010 This estimated range includes $71.0 million of replacement,regulatory or maintenance capital and $129.0 million of combined information technology upgrades and other discretionary initiatives. We could choose to defer or cancel most of the information technology and discretionary capital projects included in our fiscal year2010 capital expenditures estimate should we need to conserve cash, avoid debt covenant violations or for other reasons. Any decision to defer or cancel such capital projects, while providing some short-term benefits, could have negative long-term implications to ouroperating results and cash flows.

        We expect to fund our fiscal 2010 capital expenditures with cash on hand and cash flows from operations. We also have $218.8 million available under our revolving creditfacility as of June 30, 2009. We believe our current

74

capital expenditure program is sufficient to service, expand and improve our existing facilities to meet our quality objectives and growth strategies.

        *Financing Activities*

        Cash flows used in financing activities were flat year over year. As of June 30, 2009, we had outstanding $1,551.6 millionin aggregate indebtedness. Our liquidity requirements are significant, primarily due to debt service requirements. The 9.0% Notes require semi-annual interest payments until their maturity in September 2014. The indenture related to the 9.0% Notes contains acustomary restricted payments covenant that restricts certain of our cash payments, including repurchase or redemption prior to maturity of the 11.25% Notes. This covenant restriction does not apply to cash interest payments for the 11.25% Notes. However, at June 30,2009, we would be able to expend up to approximately $143.0 million free of any such restrictions pursuant to the general restricted payment basket provisions set forth in this covenant. Through October 1, 2009, our interest expense on the 11.25% Notes consistssolely of non-cash accretions of principal. Commencing April 1, 2010 through the maturity of the 11.25% Notes in September 2015, we will make semi-annual cash interest payments under the 11.25% Notes.

        Our $766.4 million outstanding term loan borrowings bear interest at a rate equal to, at our option, a base rate plus 1.25% per annum or LIBOR plus 2.25% per annum andmature in September 2011. However, $450.0 million of our term loan borrowings are subject to a fixed interest rate under the terms of an interest rate swap agreement effective June 30, 2008 that expires March 31, 2010. We make quarterly principal payments on ouroutstanding term loan borrowings equal to one-fourth of one percent. Borrowings under our $250.0 million revolving credit facility, which matures in September 2010, would currently bear interest at a rate equal to, at our option, a base rate plus 1.0% per annum orLIBOR plus 2.0% per annum. These rates are subject to increase by up to 0.50% per annum should our leverage ratio exceed certain designated levels. We are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilizedcommitments thereunder at a rate equal to 0.50% per annum.  We also pay customary letter of credit fees.

        *Debt Covenants*

        Our term loan facility and revolving credit facility contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability, and theability of our subsidiaries, to sell assets, incur additional indebtedness or issue preferred stock, repay other indebtedness (including the 9.0% Notes and 11.25% Notes), pay dividends and distributions or repurchase our capital stock, create liens on assets, makeinvestments, loans or advances, make certain acquisitions, engage in mergers or consolidations, enter into sale and leaseback transactions, engage in certain transactions with affiliates, amend certain material agreements governing our indebtedness, including the9.0% Notes and 11.25% Notes, change the business conducted by our subsidiaries and enter into certain hedging agreements. In addition, the senior credit facilities require us to maintain the following financial covenants: a maximum total leverage ratio, a maximumsenior leverage ratio, a minimum interest coverage ratio and a maximum capital expenditures limitation. As of June 30, 2009, our capital expenditures, as defined in the senior secured credit agreement, were below the maximum covenant amount, and we were in compliancewith the other debt covenant ratios as defined in our senior secured credit agreement, as follows.

 

 

**Debt Covenant Ratio**

           

**Actual Ratio**

 

 

Interest coverage ratio requirement

 

2.00x

 

3.56x

Total leverage ratio limit

 

4.50x

 

3.35x

Senior leverage ratio limit

 

3.50x

 

1.45x

        While we are currently in compliance with all of our debt covenants, factors outside our control may make it more difficult for us to remain in compliance during futureperiods. These factors include a prolonged economic recession, a higher number of uninsured or underinsured patients and decreased governmental or managed care payer reimbursement, among others, any or all of which could negatively impact our results of operationsand cash flows and cause us to violate one or more of these covenants. Violation of one or more of the covenants under our senior secured credit agreement could result in an immediate call of the outstanding principal amount of our term loans or the necessity oflender waivers with more onerous terms including adverse pricing or repayment provisions or more restrictive covenants.

75

        *Credit Ratings*

        The table below summarizes our credit ratings as of the date of this filing.

 

 

**Standard & Poor’s**

           

**Moody’s**

 

 

Corporate credit rating

 

B

 

B2

9% Senior Subordinated Notes

 

CCC+

 

Caal

111⁄4% Senior Discount Notes

 

CCC+

 

Caal

Senior credit facilities

B+

Ba3

        Our credit ratings are subject to periodic reviews by the ratings agencies. If our results of operations deteriorate either as a result of the current economic recessionor other factors, any or all of our corporate ratings may be downgraded. A credit rating downgrade could further impede our ability to refinance all or a portion of our outstanding debt.

        *Capital Resources*

        We expect that cash on hand, cash generated from our operations and cash expected to be available to us under our revolving credit facility will be sufficient to meet ourworking capital needs, debt service requirements and planned capital expenditure programs during the next twelve months and into the foreseeable future prior to the maturity dates of our outstanding debt. However, we cannot assure you that our operations willgenerate sufficient cash or that future borrowings under our senior credit facilities will be available to enable us to meet these requirements, especially given the current diminished credit availability and general economic weakness.

        Our $250.0 million revolving credit facility expires in September 2010, and we are not certain if we will be able to replace the revolving credit facility with favorableterms at such time given the current instability in the capital and credit markets and with the current uncertainty of when normal credit market liquidity conditions will return. Additionally, our financial position and cash flows could be materially adverselyimpacted should we be unable to access the current amounts available under our revolving credit facility due to default by one or more of the lenders. Our $766.4 million term debt under our term loan facility matures in September 2011. Our ability to refinance orobtain funds to repay this term debt could also be compromised if the current capital and credit markets do not improve.

        We had $308.2 million of cash and cash equivalents as of June 30, 2009. We rely on available cash, cash flows generated by operations and available borrowing capacityunder our revolving credit facility to fund our operations and capital expenditures. We invest our cash in accounts in high-quality financial institutions. We continually explore various options to increase the return on our invested cash while preserving ourprincipal cash balances. However, the significant majority of our cash and cash equivalents are not federally-insured and could be at risk in the event of a collapse of those financial institutions.

        At June 30, 2009, we held $21.6 million in total available for sale investments in auction rate securities (“ARS”) backed by student loans, which are includedin long-term investments in auction rate securities on our consolidated balance sheet due to inactivity in the primary ARS market during the past year. The par value of the ARS was $26.3 million as of June 30, 2009.

        We also intend to continue to pursue acquisitions or partnering arrangements, either in existing markets or new markets, which fit our growth strategies. To finance suchtransactions, we might draw upon cash on hand, amounts available under our revolving credit facility or seek additional funding sources. We continually assess our capital needs and may seek additional financing, including debt or equity, as considered necessary tofund potential acquisitions, fund capital projects or for other corporate purposes. However, we may be unable to raise additional equity proceeds from Blackstone or other investors should we need to obtain cash for any of these purposes. Our future operatingperformance, ability to service our debt and ability to draw upon other sources of capital will be subject to future economic conditions and other business factors, many of which are beyond our control.

76

**Obligations and Commitments**

        The following table reflects a summary of obligations and commitments outstanding with payment dates as of June 30, 2009.

 

 

**Payments due by period**

 

 

 

 
****
**Within 1 year**

**During Years 2-3**

**During Years 4-5**

**After 5 years**

**Total**
****
**Contractual Cash Obligations::**

*(In  millions)*

Long-term debt (1)

 

$

99.8

 

 

$

935.0

 

 

$

152.1

 

 

$

853.3

 

$

 

2,040.2

 

Operating leases (2)

 

 

30.4

 

 

 

48.1

 

32.2

 

 

 

42.3

 

 

 

153.0

 

Purchase obligations (2)

 

 

17.4

 

 

 

–

 

–

 

 

 

–

 

 

 

17.4

 

Health plan claims payable (3)

117.6

–

–

–

117.6

Estimated self-insurance liabilities (4)      

 

 

47.8

 

 

 

39.0

 

22.9

 

 

 

14.8

 

 

 

124.5

 

 

 

 

 

 

 

 

 

 

 

    Subtotal

 

$

313.0

 

 

$

1,022.1

 

$

207.2

 

 

$

910.4

 

 

$

2,452.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
****
**Within 1 year**

**During Years 2-3**

**During Years 4-5**

**After 5 years**

**Total**
****
**Other Commitments:**

*(In  millions)*

Construction and capital improvements (5)         

 

$

31.8

 

 

$

1.3

 

 

$

–

 

 

$

–

 

$

 

33.1

Guarantees of surety bonds (6)

40.0

–

–

–

40.0

Letters of credit (7)

–

31.2

–

–

31.2

Physician commitments (8)

4.4

–

–

–

4.4

FIN 48 net liability (9)

3.2

–

–

–

3.2

    Subtotal

$

79.4

$

32.5

$

–

$

–

$

111.9

    Total obligations and commitments

$

392.4

$

1,054.6

$

207.2

$

910.4

$

2,564.6

____________________

(1)

 

Includes both principal and interest portions of outstanding debt. The interest portion of our debt assumes an approximate 5.0% rate over the remaining term of the debt.

 

 

 

(2)

These obligations are not reflected in our consolidated balance sheets.

 

 

 

(3)

 

Represents estimated payments to be made in future periods for healthcare costs incurred by enrollees in PHP, AAHP and MHP and is separately stated on our consolidated balance sheets.

 

 

 

(4)

 

Includes the current and long-term portions of our professional and general liability, workers’ compensation and employee health reserves.

 

 

 

(5)

 

Represents our estimate of amounts we are committed to fund in future periods through executed agreements to complete projects included as construction in progress on our consolidated balance sheets.

 

 

 

(6)

 

Represents performance bonds we have purchased related to health claims liabilities of PHP.

 

 

 

(7)

 

Amounts relate primarily to instances in which we have letters of credit outstanding with the third party administrator of our self-insured workers’ compensation program.

 

 

 

(8)

 

Includes physician guarantee liabilities recognized in our consolidated balance sheets under the provisions of FSP 45-3, *Application of FASB Interpretation No. 45 to Minimum Revenue Guarantees Granted to aBusiness or Its Owners*, and liabilities for other fixed expenses under physician relocation agreements not yet paid.

 

 

 

(9)

 

Represents expected future tax liabilities determined under the provisions of FIN 48.

77

**Guarantees and Off Balance Sheet Arrangements**

        We are currently a party to a certain rent shortfall agreement with a certain unconsolidated entity. We also enter into physician income guarantees and service agreementguarantees and other guarantee arrangements, including parent-subsidiary guarantees, in the ordinary course of business. We have not engaged in any transaction or arrangement with an unconsolidated entity that is reasonably likely to materially affectliquidity.

**Effects of Inflation and Changing Prices**

        Various federal, state and local laws have been enacted that, in certain cases, limit our ability to increase prices. Revenues for acute hospital services rendered toMedicare patients are established under the federal government’s prospective payment system. We believe that hospital industry operating margins have been, and may continue to be, under significant pressure because of changes in payer mix and growth inoperating expenses in excess of the increase in prospective payments under the Medicare program. In addition, as a result of increasing regulatory and competitive pressures, our ability to maintain operating margins through price increases to non-Medicare patients islimited.

**Item 7A. Quantitative and Qualitative Disclosures About Market Risk.**

        We are subject to market risk from exposure to changes in interest rates based on our financing, investing, and cash management activities. As of June 30, 2009, we had inplace $1,016.4 million of senior credit facilities bearing interest at variable rates at specified margins above either the agent bank’s alternate base rate or its LIBOR rate. The senior credit facilities consist of $766.4 million in term loans maturing inSeptember 2011 and a $250.0 million revolving credit facility maturing in September 2010 (of which $31.2 million of capacity was utilized by outstanding letters of credit as of June 30, 2009). Although changes in the alternate base rate or the LIBOR rate would affectthe cost of funds borrowed in the future, we believe the effect, if any, of reasonably possible near-term changes in interest rates would not be material to our results of operations or cash flows. The variable interest rate risk is partially mitigated by theinterest rate swap that became effective on June 30, 2008, as discussed below. As of June 30, 2009, the estimated fair values of our term debt, our 9.0% senior subordinated notes and our 11.25% senior discount notes were approximately $735.7 million, $547.7 millionand $209.3 million, respectively.

        Our $250.0 million revolving credit facility bears interest at the alternate base rate plus a margin ranging from 1.00%-1.50% per annum or the LIBOR rate plus a marginranging from 2.00%-2.50% per annum, in each case dependent upon our leverage ratio. Our revolving credit facility matures in September 2010. Our $766.4 million in outstanding term loans bear interest at the alternate base rate plus a margin of 1.25% per annum or theLIBOR rate plus a margin of 2.25% per annum and mature in September 2011.  The interest rate related to the unhedged term loans was approximately 2.6% as of June 30, 2009.

        In April 2008, we entered into an interest rate swap agreement with Bank of America, N.A. (the counterparty) that became effective on June 30, 2008. Under this agreementand through March 31, 2009, we made or received quarterly net interest rate swap payments based upon the difference between the 90-day LIBOR rate and the swap fixed interest rate of 2.785% on a notional $450.0 million of our term debt. We accounted for this swap as ahighly effective cash flow hedge with critical terms that substantially match the underlying term debt and measured any ineffectiveness using the hypothetical derivative method. In March 2009, we and the counterparty executed an amended swap agreement with the sameterms and provisions as the original agreement except that after March 31, 2009, we will make or receive net interest payments based upon the difference between the 30-day LIBOR rate and the swap fixed interest rate of 2.5775%. As a result of this amended swapagreement, we de-designated our existing cash flow hedge and re-designated the amended swap agreement as a hedge of the remaining interest payments associated with $450.0 million of our outstanding term debt. As the forecasted transactions (i.e. the future interestpayments under our outstanding term debt) are still probable of occurring, we did not immediately recognize the accumulated other comprehensive loss balance related to the de-designated swap in earnings. Based on our assessment, we determined this re-designated swapwill be highly effective in offsetting the changes in cash flows related to the hedged risk. Upon the execution of the amended swap agreement, we began measuring hedge ineffectiveness by comparing the fair value of the original swap agreement to a new hypotheticalderivative using the amended terms to determine if the underlying term debt has been overhedged. We determined that the hedge ineffectiveness was not significant as of June 30, 2009. The fair value of the interest rate swap as of June 30, 2009

78

was a liability for us of approximately $6.9 million ($4.3 million, net of taxes). We use derivatives such as interest rate swaps from time to time to manage our market risk associated with variable rate debt orsimilar derivatives for fixed rate debt. We do not hold or issue derivative instruments for trading purposes and are not a party to any instruments with leverage features.

        At June 30, 2009, we held $21.6 million in total available for sale investments in auction rate securities (“ARS”) backed by student loans, which are includedin long-term investments in auction rate securities on our consolidated balance sheet due to inactivity in the primary ARS market during the past year. The par value of the ARS was $26.3 million as of June 30, 2009. As of June 30, 2008, we had reflected the ARS ascurrent marketable securities. We recorded a $0.6 million realized holding loss on $10.0 million of these marketable securities during the quarter ended September 30, 2008 as a result of a tender offer we received from the issuer of the ARS and accepted. However, thetender offer contained certain conditions that were not met by the December 2008 deadline, and the tender failed. Thus, we reclassified the $9.4 million of marketable securities to investments in auction rate securities, along with the other outstanding ARS, on ourcondensed consolidated balance sheet as of December 31, 2008. We also recorded temporary impairments totaling $4.1 million ($2.5 million, net of taxes) related to all $26.3 million par value ARS during the year ended June 30, 2009, which are included in accumulatedother comprehensive income (loss) on our consolidated balance sheet as of June 30, 2009.

        Our ARS were rated “AAA” by one or more major credit rating agencies at June 30, 2009 based on their most recent ratings update. The ratings take into accountinsurance policies guaranteeing both the principal and accrued interest of the investments. The U.S. government guarantees approximately 96%-98% of the principal and accrued interest on each investment in student loans under the Federal Family Education Loan Programor similar programs.

        We will continue to monitor market conditions for this type of ARS to ensure that our classification and fair value estimate remain appropriate. Should market conditionsin future periods warrant a reclassification or other than temporary impairment of our ARS, we do not believe our financial position, results of operations, cash flows or compliance with debt covenants would be materially impacted. We believe that we currently haveadequate working capital to fund operations during the near future based on access to cash and cash equivalents, expected operating cash flows and availability under our revolving credit facility. We do not expect that our holding of the ARS until market conditionsimprove will significantly adversely impact our operating cash flows.

79
****
**Item 8.    Financial Statements and Supplementary Data.**

**INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**

** **

** **

**Page**

** **

 

**VANGUARD HEALTH SYSTEMS, INC.**

 

Audited Consolidated Financial Statements:

 

  Report of Independent Registered Public Accounting Firm

 

81

  Consolidated Balance Sheets as of June 30, 2008 and 2009

 

82

  Consolidated Statements of Operations for the years ended June 30, 2007, 2008 and 2009

 

83

  Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2007, 2008 and 2009

 

84

  Consolidated Statements of Cash Flows for the years ended June 30, 2007, 2008 and 2009

 

85

  Notes to Consolidated Financial Statements

 

87

80

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

Board of DirectorsVanguard Health Systems, Inc.

                We have audited the accompanying consolidated balance sheets of Vanguard Health Systems, Inc. as of June 30, 2009 and2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2009. These financial statements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements based on our audits.

                We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Company's internal control over financialreporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sinternal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles usedand significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

                In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidatedfinancial position of Vanguard Health Systems, Inc. at June 30, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 2009, in conformity with U.S. generally accepted accountingprinciples.

/s/ Ernst & Young LLP

Nashville, TennesseeSeptember 2, 2009

81

**VANGUARD HEALTH SYSTEMS, INC.CONSOLIDATED BALANCE SHEETS**

**June 30, 2008**

 

 

 

**June 30, 2009**

 

 

 

 

 

**ASSETS**

 

*(In millions except share and per share amounts)*

 

 

Current assets:

 

 

 

 

 

 

 

 

   Cash and cash equivalents

 

$

141.6

 

 

$

308.2

 

   Restricted cash

2.1

1.9

   Marketable securities

26.3

–

   Accounts receivable, net of allowance for doubtful accounts of       approximately $117.7 and $121.5 at June 30, 2008 and 2009, respectively

 

 

300.4

 

 

 

275.3

 

   Inventories

 

 

49.2

 

 

 

48.3

 

   Deferred tax assets

24.5

29.6

   Prepaid expenses and other current assets

 

 

55.8

 

 

 

68.4

 

 

 

 

 

 

 

 

        Total current assets

599.9

 

731.7

 

Property, plant and equipment, net of accumulated depreciation

1,174.0

 

1,174.1

 

Goodwill

689.2

 

692.1

 

Intangible assets, net of accumulated amortization

61.4

 

54.6

 

Investments in and advances to affiliates

6.0

5.4

Investments in auction rate securities

–

21.6

Other assets

51.8

 

51.6

 

 

 

 

        Total assets

$

2,582.3

 

$

2,731.1

 

 

 

 

**LIABILITIES AND STOCKHOLDERS’ EQUITY**

 

 

Current liabilities:

 

 

   Accounts payable

$

155.1

 

$

127.9

 

   Accrued salaries and benefits

97.4

133.9

   Accrued health plan claims

51.1

 

117.6

 

   Accrued interest

13.2

 

13.2

 

   Other accrued expenses and current liabilities

57.3

 

79.5

 

   Current maturities of long-term debt

8.0

 

8.0

 

 

 

 

        Total current liabilities

382.1

 

480.1

 

Minority interests in equity of consolidated entities

9.1

8.0

Professional and general liability and workers compensation reserves

74.1

76.7

Other liabilities

22.9

 

34.9

 

Long-term debt, less current maturities

1,529.5

 

1,543.6

 

Commitments and contingencies

Stockholders’ equity:

Common Stock; $.01 par value, 1,000,000 shares authorized, 749,550 shares     issued and outstanding at June 30, 2008 and 2009, respectively

–

–

Additional paid-in capital

647.1

651.3

Accumulated other comprehensive income (loss)

2.8

(6.8

)

Retained deficit

(85.3

)

(56.7

)

 

        Total stockholders’ equity

564.6

587.8

 

        Total liabilities and stockholders’ equity

$

2,582.3

$

2,731.1

 

 

See accompanying notes.

82
****
**VANGUARD HEALTH SYSTEMS, INC.CONSOLIDATED STATEMENTS OF OPERATIONS**

 

 

 

**For the Year Ended June 30,**

 

 

 

 

 

 

 

** **

**2007**

 

 

 

**2008**

 

 

 

**2009**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*(In millions)*

 

 

 

* *

Patient service revenues

 

$

2,179.3

 

 

$

2,340.5

 

 

$

2,521.7

 

Premium revenues

 

401.4

 

450.2

 

678.0

 

 

   Total revenues

 

 

2,580.7

 

 

 

2,790.7

 

 

 

3,199.7

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

   Salaries and benefits (includes stock compensation       of $1.2, $2.5 and $4.4, respectively)

 

 

1,067.9

 

 

1,152.7

 

 

1,240.1

   Health plan claims expense

 

297.0

328.2

525.6

   Supplies

 

 

421.8

 

 

434.5

 

 

456.3

   Provision for doubtful accounts

 

175.2

205.6

210.8

   Purchased services

 

 

141.2

 

 

149.5

 

 

167.4

   Non-income taxes

28.6

28.3

52.2

   Rents and leases

 

 

37.4

 

 

41.8

 

 

43.5

   Other operating expenses

 

 

167.8

 

 

186.2

 

 

205.8

   Depreciation and amortization

 

 

118.6

 

 

131.0

 

 

130.6

   Interest, net

 

 

123.8

 

 

122.1

 

 

111.6

   Impairment loss

123.8

–

6.2

   Other expenses

 

 

2.8

 

 

9.5

 

 

5.9

 

 

Income (loss) from continuing operations before   income taxes

 

 

(125.2

)

 

 

1.3

 

 

43.7

Income tax expense (benefit)

 

 

(11.6

)

 

 

1.7

 

 

16.0

 

 

Income (loss) from continuing operations

(113.6

)

(0.4

)

27.7

Income (loss) from discontinued operations, net of taxes

(19.1

)

(0.3

)

0.9

Net income (loss)

 

$

(132.7

)

 

$

(0.7

)

 

$

28.6

 

 

 

See accompanying notes.

83

**VANGUARD HEALTH SYSTEMS, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY**

 

 

 

**Common Stock**

 

 

 

**Additional Paid-In Capital**

 

 

 

**Accumulated Other Comprehensive Income (Loss)**

 

 

 

**Retained Earnings (Deficit)**

 

 

 

**Total Stockholders' Equity**

 

**Shares**

 

 

 

**Amount**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*(In millions, except share amounts)*

 

 

 

 

Balance at June 30, 2006

749,550

–

643.7

–

45.5

689.2

   Stock compensation (non-cash)

–

–

1.2

–

–

1.2

   Repurchase of equity incentive units

–

–

(0.2

)

–

–

(0.2

)

   Issuance of common stock

195

–

0.2

–

–

0.2

   Repurchase of common stock

(195

)

–

(0.3

)

–

–

(0.3

)

   Net loss

–

–

–

–

(132.7

)

(132.7

)

Balance at June 30, 2007

749,550

–

644.6

–

(87.2

)

557.4

   Stock compensation (non-cash)

–

–

2.5

–

–

2.5

   Issuance of common stock

168

–

0.2

–

–

0.2

   Repurchase of common stock

(168

)

–

(0.2

)

–

–

(0.2

)

   Cumulative effect  of adoption of      FIN 48

–

–

–

–

2.6

2.6

   Comprehensive income:

     Change in fair value of interest rate        swap (net of tax effect)

–

–

–

2.8

–

2.8

     Net income

–

–

–

–

(0.7

)

(0.7

)

 

     Total comprehensive income

–

–

–

2.8

(0.7

)

2.1

Balance at June 30, 2008

749,550

$

–

$

647.1

$

2.8

$

(85.3

)

$

564.6

   Stock compensation (non-cash)

–

–

4.4

–

–

4.4

   Repurchase of equity incentive units

–

–

(0.2

)

–

–

(0.2

)

   Comprehensive income:

     Change in fair value of interest rate        swap (net of tax effect)

–

–

–

(7.1

)

–

(7.1

)

     Change in fair value of auction rate       securities(net of tax effect)

–

–

–

(2.5

)

–

(2.5

)

     Net income

–

–

–

–

28.6

28.6

 

 

 

 

     Total comprehensive income

(9.6

)

28.6

19.0

Balance at June 30, 2009

749,550

$

–

$

651.3

$

(6.8

)

$

(56.7

)

$

587.8

 

 

 

See accompanying notes.

84

**VANGUARD HEALTH SYSTEMS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS**

 

 

 

**For the Year Ended June 30,**

 

 

 

 

 

 

 

** **

**2007**

 

 

 

**2008**

 

 

 

**2009**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*(In millions)*

**Operating activities:**

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(132.7

)

 

$

(0.7

)

 

$

28.6

Adjustments to reconcile net income (loss) to net cash provided by operating activities

   Loss (income) from discontinued operations

19.1

0.3

(0.9

)

   Depreciation and amortization

118.6

131.0

130.6

   Provision for doubtful accounts

175.2

205.6

210.8

   Amortization of loan costs

4.5

4.9

5.4

   Accretion of principal on senior discount notes

17.5

19.5

21.8

   Loss (gain) on disposal of assets

(4.1

)

0.9

(2.3

)

   Stock compensation

1.2

2.5

4.4

   Deferred income taxes

(12.7

)

(2.2

)

5.6

   Impairment loss

123.8

–

6.2

   Realized holding loss on investments

–

–

0.6

   Changes in operating assets and liabilities, net of    effects of acquisitions and dispositions

      Accounts receivable

(204.0

)

(223.6

)

(185.2

)

      Inventories

(1.9

)

(4.1

)

1.0

      Prepaid expenses and other current assets

(30.0

)

(19.7

)

(13.0

)

      Accounts payable

7.4

12.2

(27.3

)

      Accrued expenses and other liabilities

37.8

45.0

121.0

 

 

 

Net cash provided by operating activities – continuing operations

 

 

119.7

 

 

 

171.6

 

 

 

307.3

 

Net cash provided by operating activities – discontinued operations

3.6

 

 

 

1.5

 

 

 

0.9

 

 

Net cash provided by operating activities

123.3

173.1

308.2

**Investing activities:**

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

(0.2

)

 

 

(0.2

)

 

 

(4.4

)

Capital expenditures

 

 

(164.3

)

(121.6

)

(132.1

)

Proceeds from asset dispositions

 

 

9.5

 

 

0.4

 

 

4.9

Purchases of marketable securities

 

 

(120.0

)

(90.0

)

–

Sales of marketable securities

 

 

120.0

 

 

63.7

 

 

–

Other

 

 

2.0

 

 

1.1

 

 

(2.0

)

 

 

 

Net cash used in investing activities – continuing operations

(153.0

)

(146.6

)

(133.6

)

Net cash provided by investing activities –    discontinued operations

34.5

2.8

–

 

Net cash used in investing activities

(118.5

)

(143.8

)

(133.6

)

**Financing activities:**

 

Payments of long-term debt

(8.0

)

(7.8

)

(7.8

)

Payments to retire stock, equity incentive units and stock options

(0.5

)

(0.2

)

(0.2

)

Proceeds from the exercise of stock options

0.2

0.2

–

 

 

 

Net cash used in financing activities

 

 

(8.3

)

 

 

(7.8

)

 

 

(8.0

)

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

(3.5

)

 

 

21.5

 

 

166.6

Cash and cash equivalents at beginning of year

 

 

123.6

 

 

 

120.1

 

 

 

141.6

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

$

120.1

 

 

$

141.6

 

 

$

308.2

 

 

85
****
**VANGUARD HEALTH SYSTEMS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(continued)**

****

 

 

 

**For the Year Ended June 30,**

 

 

 

 

 

 

** **

**2007**

 

 

 

**2008**

 

 

 

**2009**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*(In millions)*

**Supplemental cash flow information:**

 

 

 

 

 

 

 

 

 

 

 

 

   Net interest paid

$

107.8

 

$

99.1

$

86.4

 

   Net income taxes paid

$

0.9

$

1.3

$

17.3

 

**Supplemental noncash activities:**

   Capitalized interest

$

3.0

$

1.4

$

2.0

 

   Change in fair value of interest rate swap, net of taxes

$

–

$

2.8

$

(7.1

)

 

   Change in fair value of auction rate securities, net of    taxes

$

–

$

–

$

(2.5

)

 

**Acquisitions of businesses:**

   Cash paid, net of cash received

$

0.2

$

0.2

$

4.4

 

   Fair value of assets acquired

–

0.2

2.1

   Liabilities assumed

–

–

(0.6

)

 

 

   Net assets acquired

–

0.2

1.5

 

 

   Goodwill and intangible assets acquired

$

0.2

$

–

$

2.9

 

**Dispositions of businesses:**

   Cash received

$

37.0

$

3.0

$

–

   Carrying value of assets sold

(42.1

)

–

–

   Escrow receivable

3.0

(3.0

)

–

   Liabilities assumed by buyer

5.5

–

–

 

 

   Goodwill and intangible assets disposed

$

3.4

$

–

$

–

 

See accompanying notes.

86

**VANGUARD HEALTH SYSTEMS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2009**

**1.     Business and Basis of Presentation**

**Business**

        Vanguard Health Systems, Inc. (“Vanguard”) is an investor-owned healthcare company whose affiliates own and operate hospitals and related healthcarebusinesses in urban and suburban areas.  As of June 30, 2009, Vanguard’s affiliates owned and managed 15 acute care hospitals with 4,135 licensed beds and related outpatient service locations complementary to the hospitals providing healthcare services inSan Antonio, Texas; metropolitan Phoenix, Arizona; metropolitan Chicago, Illinois; and Massachusetts. Vanguard also owns managed health plans in Chicago and Phoenix and two surgery centers in Orange County, California.

**Basis of Presentation**

        The accompanying consolidated financial statements include the accounts of subsidiaries and affiliates controlled by Vanguard. Vanguard generally defines control as theownership of the majority of an entity’s voting interests. Vanguard also consolidates any entities for which it receives the majority of the entity’s expected returns or is at risk for the majority of the entity’s expected losses based upon itsinvestment or financial interest in the entity. All material intercompany accounts and transactions have been eliminated. Since none of Vanguard’s common shares are publicly held, no earnings per share information is presented in the accompanying consolidatedfinancial statements. Certain prior year amounts from the accompanying consolidated balance sheet have been reclassified to conform to current year presentation. The majority of Vanguard’s expenses are “cost of revenue” items. Costs that could beclassified as general and administrative include certain Vanguard corporate office costs, which approximated $30.2 million, $44.3 million and $54.5 million for the years ended June 30, 2007, 2008 and 2009, respectively.

       *Use of Estimates*

        In preparing Vanguard’s consolidated financial statements in conformity with accounting principles generally accepted in the United States, management makesestimates and assumptions that affect the amounts recorded or classification of items in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

**2.     Summary of Significant Accounting Policies**

**Revenues and Revenue Deductions**

        Vanguard recognizes patient service revenues during the period the healthcare services are provided based upon estimated amounts due from payers. Vanguard estimatescontractual adjustments and allowances based upon payment terms set forth in managed care health plan contracts and by federal and state regulations. For the majority of its patient service revenues, Vanguard applies contractual adjustments to patient accounts at thetime of billing using specific payer contract terms entered into the accounts receivable systems, but in some cases Vanguard records an estimated allowance until payment is received. Vanguard derives most of its patient service revenues from healthcare servicesprovided to patients with Medicare and related managed Medicare plans or managed care insurance coverage. Medicare, which represented 26%, 26% and 25% of Vanguard’s net patient revenues during its fiscal years ended June 30, 2007, 2008 and 2009, respectively,was the only individual payer for which Vanguard derived more than 10% of net patient revenues during those periods.

87

        Services provided to Medicare and related managed Medicare patients are generally reimbursed at prospectively determined rates per diagnosis (“PPS”), whileservices provided to managed care patients are generally reimbursed based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Medicaid reimbursements vary by state.

        Medicare regulations and Vanguard’s principal managed care contracts are often complex and may include multiple reimbursement mechanisms for different types ofservices provided in its healthcare facilities. To obtain reimbursement for certain services under the Medicare program, Vanguard must submit annual cost reports and record estimates of amounts owed to or receivable from Medicare. These cost reports include complexcalculations and estimates related to indirect medical education, disproportionate share payments, reimbursable Medicare bad debts and other items that are often subject to interpretation that could result in payments that differ from recorded estimates. Vanguardestimates amounts owed to or receivable from the Medicare program using the best information available and its interpretation of the applicable Medicare regulations. Vanguard includes differences between original estimates and subsequent revisions to those estimates(including final cost report settlements) in the consolidated statements of operations in the period in which the revisions are made. Net adjustments for final third party settlements increased patient service revenues and income from continuing operations beforeincome taxes by $6.3 million, $7.9 million and $8.0 million during the years ended June 30, 2007, 2008 and 2009, respectively. Additionally, updated regulations and contract negotiations occur frequently, which necessitates continual review of estimation processes bymanagement.  Management believes that future adjustments to its current third party settlement estimates will not significantly impact Vanguard’s results of operations or financial position*.*

        Vanguard does not pursue collection of amounts due from uninsured patients that qualify for charity care under its guidelines (currently those uninsured patients whoseincomes are equal to or less than 200% of the current federal poverty guidelines set forth by the Department of Health and Human Services). Vanguard deducts charity care accounts from revenues when it determines that the account meets its charity care guidelines.Vanguard also provides discounts from billed charges and alternative payment structures for uninsured patients who do not qualify for charity care but meet certain other minimum income guidelines, primarily those uninsured patients with incomes between 200% and 500%of the federal poverty guidelines. During the years ended June 30, 2007, 2008 and 2009, Vanguard deducted $86.1 million, $86.1 million and $91.8 million of charity care from revenues, respectively.

        During the third quarter of its fiscal year ended June 30, 2007, Vanguard was approved to receive payments under the Bexar County, Texas upper payment limit(“UPL”) Medicaid payment program. UPL programs allow private hospitals to enter into indigent care affiliation agreements with governmental entities. Within the parameters of these programs, private hospitals expand charity care services to indigentpatients and alleviate expenses for the governmental entity. The governmental entity is then able to utilize its tax revenue to fund the Medicaid program for private hospitals. Vanguard recognizes revenues from the UPL program when Vanguard becomes entitled to theexpected reimbursements, including a federal match portion, and such reimbursements are assured.

        During the third quarter of fiscal 2009, the federal government approved federal matching funds for the Illinois Provider Tax Assessment (“PTA”) program. ThePTA program enables the state of Illinois to increase funding for its state Medicaid plan. Hospitals providing services to Medicaid enrollees receive funds directly from the state. Hospital providers, with certain exceptions, are then assessed a provider tax, whichis payable to the state, and may or may not exceed funds received from the state. Vanguard recognizes revenues equal to the gross payments to be received when such payments are assured. Vanguard received $24.9 million of cash from this program during the year endedJune 30, 2009, all of which increased revenues and $13.4 million of which was subsequently paid to the state and is included in non-income taxes in our consolidated statement of operations for the year ended June 30, 2009.

        Effective for service dates on or after April 1, 2009, as a result of a state mandate, Vanguard implemented a new uninsured discount policy for those patients receivingservices in its Illinois hospitals who had no insurance coverage and who did not otherwise qualify for charity care under its guidelines. Under this policy, Vanguard applies an uninsured discount (calculated as a standard percentage of gross charges) at the time ofpatient billing and includes this discount as a reduction to patient service revenues. These discounts were approximately $11.7 million for the year ended June 30, 2009. Vanguard implemented this policy for most of its remaining facilities effective July 1, 2009 andexpects to implement it at all of its facilities by the end of its fiscal year 2010.

88

        Vanguard had premium revenues from its health plans of $401.4 million, $450.2 million and $678.0 million during the years ended June 30, 2007, 2008 and 2009,respectively.  Vanguard’s health plans, Phoenix Health Plan (“PHP”), Abrazo Advantage Health Plan (“AAHP”) and MacNeal Health Providers (“MHP”), have agreements with the Arizona Health Care Cost Containment System(“AHCCCS”), Centers for Medicare and Medicaid Services (“CMS”) and various health maintenance organizations (“HMOs”), respectively, to contract to provide medical services to subscribing participants. Under these agreements,Vanguard’s health plans receive monthly payments based on the number of HMO participants in MHP or the number and coverage type of enrollees in PHP and AAHP. Vanguard’s health plans recognize the payments as revenues in the month in which members areentitled to healthcare services with the exception of AAHP Medicare Part D reinsurance premiums and low income subsidy cost sharing premiums that are recorded as a liability to fund future healthcare costs or else repaid to the government.

**Cash and Cash Equivalents**

        Vanguard considers all highly liquid investments with maturity of 90 days or less when purchased to be cash equivalents. Vanguard manages its credit exposure by placingits investments in high quality securities and by periodically evaluating the relative credit standing of the financial institutions holding its cash and investments.

**Restricted Cash**

        As of June 30, 2008 and 2009, Vanguard had restricted cash balances of $2.1 million and $1.9 million, respectively. These balances primarily represent restricted cashaccounts related to liquidity requirements of AAHP and certain other arrangements.

**Accounts Receivable**

        Vanguard’s primary concentration of credit risk is patient accounts receivable, which consists of amounts owed by various governmental agencies, insurance companiesand private patients. Vanguard manages the receivables by regularly reviewing its accounts and contracts and by providing appropriate allowances for contractual discounts and uncollectible amounts. Vanguard typically writes off uncollected accounts receivable 180days subsequent to discharge date. Medicare program net receivables, including managed Medicare receivables, comprised approximately 31% and 33% of net patient receivables as of June 30, 2008 and 2009, respectively. Medicare revenues are included in the acute careservices operating segment. Receivables from various state Medicaid programs and managed Medicaid programs comprised approximately 23% and 21% of net patient receivables as of June 30, 2008 and 2009, respectively. Remaining receivables relate primarily to various HMOand Preferred Provider Organization (“PPO”) payers, commercial insurers and private patients. Concentration of credit risk for these payers is limited by the number of patients and payers.

        Effective July 1, 2007, Vanguard began estimating the allowance for doubtful accounts using a standard policy that reserves 100% of all accounts aged greater than 365days subsequent to discharge date plus a standard percentage of uninsured accounts less than 365 days old plus a standard percentage of self-pay after insurance/Medicare less than 365 days old. Vanguard’s previous policy reserved all accounts greater than 180days plus a market-specific percentage of uninsured and self-pay after insurance/Medicare balances. Effective June 30, 2008, Vanguard adjusted its policy to increase the standard percentages applied to uninsured accounts and self-pay after insurance/Medicareaccounts. Vanguard adjusted its standard percentages again in April 2009 to consider the impact of its new uninsured discount policy, as previously described. Vanguard tests its allowance for doubtful accounts policy quarterly using a hindsight calculation thatutilizes write-off data for all payer classes during**the previous twelve-month period to estimate the allowance for doubtful accounts at a point in time. Vanguard also supplements its analysis by comparing cash collections to net patient revenues and monitoringself-pay utilization. Significant changes in payer mix, business office operations, general economic conditions and healthcare coverage provided by federal or state governments or private insurers may have a significant impact on Vanguard’s estimates andsignificantly affect its results of operations and cash flows.

        Prior to the implementation of its new uninsured discount policy and for those accounts not yet transitioned to the new uninsured discount policy, Vanguard classifiesaccounts pending Medicaid approval as Medicaid accounts in its accounts receivable aging report and records a manual contractual allowance for these accounts based upon the

89

average Medicaid reimbursement rate for that specific state. For accounts that do not successfully qualify for Medicaid coverage and do not meet the requisite charity guidelines, the previously recorded Medicaidcontractual adjustment remains a revenue deduction, and the remaining net account balance is reclassified to the uninsured status and subjected to the allowance for doubtful accounts policy. If accounts do not qualify for Medicaid but, do qualify as charity care, thecontractual adjustments are reversed and the gross account balance is recorded as a charity deduction.

        Upon the implementation of the new uninsured discount policy, all uninsured accounts (including those pending Medicaid qualification) that do not qualify for charity carereceive the standard uninsured discount with the balance subject to Vanguard’s allowance for doubtful accounts policy. For accounts subsequently qualified for Medicaid coverage, the uninsured discount is reversed and the account is reclassified into Medicaidaccounts receivable with the appropriate contractual deduction applied.

        A summary of Vanguard’s allowance for doubtful accounts activity, including those for discontinued operations, during the three most recent fiscal years follows (inmillions).

** **

 

** **

**Balance at Beginning of Period**

** **

** **

** **

**Additions Charged to Costs and Expenses**

** **

** **

** **

** **

**Accounts Written Off, Net of Recoveries**

** **

** **

** **

**Balance at End of Period**

** **

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Year ended June 30, 2007

 

$

103.5

$

191.3

$

181.6

$

113.2

 

   Year ended June 30, 2008

 

$

113.2

$

201.0

$

196.5

$

117.7

 

   Year ended June 30, 2009

 

$

117.7

$

210.8

$

207.0

$

121.5

 

**Inventories**

        Inventories, consisting of medical supplies and pharmaceuticals, are stated at the lower of cost (first-in, first-out) or market.

**Property, Plant and Equipment**

        Purchases of property, plant and equipment are stated at cost. Routine maintenance and repairs are charged to expense as incurred. Expenditures that increase values,change capacities or extend useful lives are capitalized. For assets other than leasehold improvements depreciation is computed using the straight-line method over the estimated useful lives of the assets, which approximate 18 months to 44 years. Leaseholdimprovements are depreciated over the lesser of the estimated useful life or term of the lease. Depreciation expense was approximately $115.4 million, $127.8 million and $127.0 million for the years ended June 30, 2007, 2008 and 2009, respectively. Vanguard tests itsproperty, plant and equipment and other long-lived assets for impairment as management becomes aware of impairment indicators.

        During fiscal 2007, 2008 and 2009, Vanguard capitalized $3.0 million, $1.4 million and $2.0 million of interest, respectively,associated with certain of its hospital construction and expansion projects. Vanguard estimates that it is contractually obligated to expend approximately $33.1 million related to projects classified as construction in progress as of June 30, 2009. Vanguard alsocapitalizes costs associated with developing computer software for internal use under the provisions of AICPA Statement of Position 98-1 (“SOP 98-1”). Under SOP 98-1, Vanguard capitalizes both internal and external direct costs, excluding training, duringthe application development stage primarily for the purpose of customizing vendor software to integrate with our hospitals’ information systems. The estimated net value of capitalized internal use software, under SOP 98-1, included in net property, plant andequipment, was approximately $49.0 million and $52.0 million as of June 30, 2008 and 2009, respectively. The amortization expense for internal use software, included in depreciation expense, was $6.3 million, $9.9 million and $9.5 million for the years ended June 30,2007, 2008 and 2009, respectively.

90

The following table provides the gross asset balances for each major class of asset and total accumulated depreciation as of June 30, 2008 and 2009 (in millions).

 

 

 

**June 30, 2008**

 

 

**June 30, 2009**

 

 

 
****
 

 
****
Class of asset:

 

 

 

 

 

 

  Land and improvements

 

$

143.5 

 

$

148.7 

  Buildings and improvements

 

 

826.2 

 

 

842.4 

  Equipment

 

 

558.9 

 

 

641.5 

  Construction in progress

 

 

40.4 

 

 

60.0 

 

 

 
****
 

 
****
 

 

 

1,569.0 

 

 

1,692.6 

Less: accumulated depreciation

 

 

(395.0)

 

 

(518.5)

 

 

 
****
 

 
****
  Net property, plant and equipment        

 

$

1,174.0 

 

$

1,174.1 

 

 

**Investments in Auction Rate Securities**

        At June 30, 2009, Vanguard held $21.6 million in total available for sale investments in auction rate securities (“ARS”) backed by student loans, which areincluded in long-term investments in auction rate securities on its consolidated balance sheet due to inactivity in the primary ARS market during the past year. The par value of the ARS was $26.3 million as of June 30, 2009. As of June 30, 2008, Vanguard hadreflected the ARS as current marketable securities at par value. Vanguard recorded a $0.6 million realized holding loss on $10.0 million of these marketable securities during the quarter ended September 30, 2008, as a result of a tender offer Vanguard received fromthe issuer of the ARS and accepted. However, the tender offer contained certain conditions that were not met by the December 2008 deadline, and the tender failed. Thus, Vanguard reclassified the $9.4 million of marketable securities to investments in auction ratesecurities, along with the other outstanding ARS, on its condensed consolidated balance sheet as of December 31, 2008. Vanguard also recorded temporary impairments totaling $4.1 million ($2.5 million, net of taxes) related to all $26.3 million par value ARS duringthe year ended June 30, 2009, which are included in accumulated other comprehensive income (loss) on its consolidated balance sheet as of June 30, 2009.

        Vanguard’s ARS were rated “AAA” by one or more major credit rating agencies at June 30, 2009. The ratings take into account insurance policiesguaranteeing both the principal and accrued interest of the investments. The U.S. government guarantees approximately 96%-98% of the principal and accrued interest on each investment in student loans under the Federal Family Education Loan Program or other similarprograms.

        Vanguard does not currently intend to sell and does not believe it is more likely than not it will be required to sell its ARS prior to liquidity returning to the marketand their fair value recovering to par value. Vanguard will continue to monitor market conditions for this type of ARS to ensure that its classification and fair value estimate for the ARS remain appropriate in future periods. If Vanguard intends to sell any of theARS, prior to maturity, at an amount below carrying value, or if it becomes more likely than not that Vanguard will be required to sell its ARS, Vanguard will be required to recognize an other-than-temporary impairment.

**Long-Lived Assets and Goodwill**

        Long-lived assets, including property, plant and equipment and amortizable intangible assets, comprise a significant portion of Vanguard’s total assets. Vanguardevaluates the carrying value of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist under the provisions of SFAS 144, *Accounting for the Impairment or Disposal of Long-Lived Assets*. When managementbelieves impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of long-lived assets held for use are prepared. If the projections indicate that the carrying values of the long-livedassets are not expected to be recoverable, Vanguard reduces the carrying values to fair value. For long-lived assets held for sale, Vanguard compares the carrying values to an estimate of fair value less selling costs to determine potential impairment. Vanguard testsfor impairment of long-lived assets at the lowest level for which

91

cash flows are measurable. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. Given the relatively few number ofhospitals Vanguard owns and the significant amounts of long-lived assets attributable to those hospitals, an impairment of the long-lived assets for even a single hospital could materially adversely impact its operating results or financial position.

        Goodwill also represents a significant portion of Vanguard’s total assets. Vanguard reviews goodwill for impairment annually during its fourth fiscal quarter ormore frequently if certain impairment indicators arise under the provisions of SFAS 142, *Goodwill and Other Intangible Assets*. Vanguard reviews goodwill at the reporting unit level, which is one level below an operating segment. Vanguard compares the carryingvalue of the net assets of each reporting unit to the net present value of estimated discounted future cash flows of the reporting unit. If the carrying value exceeds the net present value of estimated discounted future cash flows, an impairment indicator exists andan estimate of the impairment loss is calculated. The fair value calculation includes multiple assumptions and estimates, including the projected cash flows and discount rates applied. Changes in these assumptions and estimates could result in goodwill impairmentthat could materially adversely impact Vanguard’s results of operations or statement of position.

**Amortization of Intangible Assets**

        Amounts allocated to contract-based intangible assets, which represent PHP’s contract with AHCCCS and PHP’s various contracts with network providers, areamortized over their useful lives, which equal 10 years. No amortization is recorded for indefinite-lived intangible assets. Deferred loan costs and syndication costs are amortized over the life of the applicable credit facility or notes using the effective interestmethod. Physician income and service agreement guarantee intangible assets are recorded based upon the estimated future payments under the contracts and are amortized over the applicable contract service periods. The useful lives over which intangible assets areamortized range from two years to ten years.

**Income Taxes**

        Vanguard accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, *Accounting for Income Taxes* (“SFAS 109”) andFASB Interpretation No. 48, *Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109* (“FIN 48”). These guidelines require the recognition of deferred tax assets and liabilities for the expected future taxconsequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

        Vanguard believes that its tax return provisions are accurate and supportable, but certain tax matters require interpretations of tax law that may be subject to futurechallenge and may not be upheld under tax audit. To reflect the possibility that all of its tax positions may not be sustained, Vanguard maintains tax reserves that are subject to adjustment as updated information becomes available or as circumstances change.Vanguard records the impact of tax reserve changes to its income tax provision in the period in which the additional information, including the progress of tax audits, is obtained.

        Vanguard assesses the realization of its deferred tax assets to determine whether an income tax valuation allowance is required. Based on all available evidence, bothpositive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, Vanguard determines whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The factors used in thisdetermination include the following:

                •  Cumulative losses in recent years                •  Income/losses expected in future years                •  Unsettled circumstances that, if favorably resolved, would adversely affect future operations                •  Availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of                    tax benefits                •  Carryforward period associated with the deferred tax assets and liabilities                •  Prudent and feasible tax planning strategies

92

In addition, financial forecasts used in determining the need for or amount of federal and state valuation allowances are subject to changes in underlying assumptions and fluctuations in market conditions thatcould significantly alter Vanguard’s recoverability analysis and thus have a material adverse impact on Vanguard’s consolidated financial condition, results of operations or cash flows.

**Accrued Health Plan Claims**

        During the years ended June 30, 2007, 2008 and 2009, health plan claims expense was $297.0 million, $328.2 million and $525.6 million, respectively, primarilyrepresenting health claims incurred by enrollees in PHP. Vanguard estimates PHP’s reserve for health claims using historical claims experience (including cost per member and payment lag time) and other actuarial data including number of enrollees and certainenrollee demographic information. Accrued health plan claims, including incurred but not reported claims, for all Vanguard health plans combined was approximately $51.1 million and $117.6 million as of June 30, 2008 and 2009, respectively. While management believesthat its estimation methodology effectively captures trends in medical claims costs, actual payments could differ significantly from its estimates given changes in the healthcare cost structure or adverse experience. During the years ended June 30, 2007, 2008 and2009, approximately $34.2 million, $31.2 million and $34.0 million, respectively, of accrued and paid claims for services provided to Vanguard’s health plan enrollees by its hospitals and its other healthcare facilities were eliminated in consolidation.Vanguard’s operating results and cash flows could be materially affected by increased or decreased utilization of its healthcare facilities by enrollees in its health plans.

**Employee Health Insurance Reserve**

        Effective July 1, 2008, Vanguard began covering all of its employees under its self-insured medical plan. Prior to that, only a portion of Vanguard’s employees werecovered under this self-insured plan. Claims are accrued under the self-insured medical plan as the incidents that give rise to them occur. Unpaid claims accruals are based on the estimated ultimate cost of settlement, including claim settlement expenses, inaccordance with an average lag time and historical experience. The reserve for self-insured medical plan was approximately $1.5 million and $13.4 million as of June 30, 2008 and 2009, respectively, and is included in accrued salaries and benefits in the accompanyingconsolidated balance sheets. Vanguard mitigated its self-insured risk by purchasing stop-loss coverage for catastrophic claims at a $500,000 per enrollee annual limit. During the year ended June 30, 2009, approximately $23.1 million was eliminated upon consolidationrelated to self-insured medical claims expense incurred and revenues earned due to employee utilization of Vanguard’s healthcare facilities.

**Professional and General Liability and Workers Compensation Reserves**

        Given the nature of its operating environment, Vanguard is subject to professional and general liability and workers compensation claims and related lawsuits in theordinary course of business.  For professional and general liability claims incurred from June 1, 2002 to May 31, 2006, Vanguard’s wholly owned captive subsidiary insured its professional and general liability risks at a $10.0 million retention level. Forprofessional and general liability claims incurred from June 1, 2006 to June 30, 2009, Vanguard self-insured the first $9.0 million per claim, and the captive subsidiary insured the next $1.0 million per claim. Vanguard maintains excess coverage from independentthird party insurers on a claims-made basis for individual claims exceeding $10.0 million up to $75.0 million, but limited to total annual payments of $65.0 million in the aggregate.

        Vanguard insures its excess coverage under a retrospectively rated policy, and premiums under this policy are recorded based on Vanguard’s historical claimsexperience. Vanguard self-insures its workers compensation claims up to $1.0 million per claim and purchases excess insurance coverage for claims exceeding $1.0 million.

        Vanguard’s reserves for professional and general liability as of the years ended June 30, 2008 and 2009 were $74.3 million and $92.9 million, respectively. As ofJune 30, 2008 and 2009 the reserves for workers’ compensation were $18.8 million and $18.2 million, respectively. Vanguard utilizes actuarial information to estimate its reserves for professional and general liability and workers compensation claims. Eachreserve is comprised of estimated indemnity and expense payments related to:  (1) reported events (“case reserves”) and (2) incurred but not reported (“IBNR”) events as of the end of the period. Management uses information from its riskmanagers and its best judgment to estimate case reserves. Actuarial IBNR estimates are dependent on multiple variables including

93

Vanguard’s risk exposures, its self-insurance limits, geographic locations in which it operates, the severity of its historical losses compared to industry averages and the reporting pattern of itshistorical losses compared to industry averages, among others. Most of these variables require judgment, and changes in these variables could result in significant period over period fluctuations in Vanguard’s estimates. Vanguard discounts its workerscompensation reserve using a 5% factor, an actuarial estimate of projected cash payments in future periods. Vanguard does not discount the reserve for estimated professional and general liability claims. Vanguard adjusts these reserves from time to time as itreceives updated information. Due to changes in historical loss trends, during its fiscal years ended June 30, 2007 and  2008, Vanguard decreased its professional and general liability reserve related to prior fiscal years by $4.5 million and $0.6 million,respectively. During its fiscal year ended June 30, 2009, Vanguard increased its professional and general liability reserve related to prior fiscal years by $13.4 million. Similarly, Vanguard decreased its workers compensation reserve related to prior fiscal years by$2.3 million and $3.8 million during its fiscal years ended June 30, 2008 and 2009. Adjustments to the workers compensation reserve related to prior years during the fiscal year ended June 30, 2007 were not significant. Additional adjustments to prior year estimatesmay be necessary in future periods as Vanguard’s reporting history and loss portfolio matures.

**Market and Labor Risks**

        Vanguard operates primarily in four geographic markets. If economic or other factors limit its ability to provide healthcare services in one or more of these markets,Vanguard’s cash flows and results of operations could be materially adversely impacted. Approximately 1,600 full-time employees in Vanguard’s Massachusetts hospitals are subject to collective organizing agreements. This group represents approximately 8%of Vanguard’s workforce. During fiscal 2007, Vanguard entered into a new three-year contract with the union representing the majority of this group that ends on December 31, 2009. If Vanguard experiences significant future labor disruptions related to theseunionized employees, its cash flows and results of operations could be materially adversely impacted.

**Stock-Based Compensation**

        Vanguard accounts for stock-based employee compensation granted prior to July 1, 2006 under the provisions of Statement of Financial Accounting Standards No. 123,*Accounting for Stock-Based Compensation* (“SFAS 123”). Effective July 1, 2003, Vanguard adopted SFAS 123 on a prospective basis, an acceptable transition method set forth in SFAS No. 148, *Accounting for Stock-Based Compensation Transition andDisclosure* (“SFAS 148”). For grants dated July 1, 2006 and subsequent, Vanguard accounts for stock-based employee compensation under the provisions of Statement of Financial Accounting Standards No. 123(R), *Share-Based Payment* (“SFAS123(R)”). Vanguard also adopted SFAS 123(R) on a prospective basis and such adoption did not significantly impact Vanguard’s results of operations or cash flows.

        The following table sets forth the weighted average assumptions utilized in the minimum value pricing model for stock option grants under the 2004 Option Plan prior toJuly 1, 2006 and those utilized in the Black-Scholes-Merton valuation model for grants under the 2004 Option Plan subsequent to July 1, 2006.

 

**Minimum    Value   **

** **

**Black-Scholes- Merton**

 

      

Risk-free interest rate

4.11% - 4.95%

 

3.61% - 5.13%

Dividend yield

0.0%

 

0.0%

Volatility (wtd avg)

N/A

30.10%

Volatility (annual)

N/A

26.39%- 37.73%

Expected option life

10 years

 

6.5 years

        For stock options included in the Black-Scholes-Merton valuation model, Vanguard used historical stock price information of certain peer group companies for a period oftime equal to the expected option life period to determine estimated volatility. Vanguard determined the expected life of the stock options by averaging the contractual life of the options and the vesting period of the options. The estimated fair value of options isamortized to expense on a straight-line basis over the options’ vesting period.

94

**Subsequent Events**

        In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 165, *Subsequent Events* (“SFAS165”).  In accordance with the adoption of SFAS 165, Vanguard has evaluated subsequent events for the year ended June 30, 2009 through September 2, 2009, the date these financial statements were issued.  No significant subsequent events were notedthat would require recognition or disclosure at this time.

**Recently Issued Accounting Pronouncements**

        In June 2009, FASB issued Statement of Financial Accounting Standards No. 168, *The FASB Codification and the Hierarchy of Generally Accepted AccountingPrinciples* (“SFAS 168” or “Codification”).  When it becomes effective for financial statements covering periods ending after September 15, 2009, the *Codification* will be the single source of authoritative U.S. GAAP applicableto all non-governmental entities and will supersede all existing FASB, AICPA, and Emerging Issues Task Force (EITF) pronouncements and related literature (i.e. all codified literature will carry the same level of authority and non-codified GAAP literature will becomenon-authoritative). The *Codification* will also include relevant portions of authoritative SEC content relating to matters within the basic financial statements, which are considered as sources of authoritative GAAP for SEC registrants. As of July 1, 2009, theFASB no longer issues Statements, Interpretations, Staff Positions, or EITF abstracts. Irrespective of how they would have been issued under the previous structure, all changes to GAAP will henceforth be only in the form of Accounting Standards Updates, which willserve to update the *Codification* itself. When the *Codification* becomes effective, SFAS No. 162, *The Hierarchy of Generally Accepted Accounting Principles*, will be rendered irrelevant to give effect to the newGAAPhierarchy established in the *Codification*.  SFAS 168 is effective for Vanguard’s fiscal quarter beginning July 1, 2009.  Other than modifications to the currently required disclosures, Vanguard does not expect the adoption of SFAS 168 to have asignificant impact on its financial position, results of operations or cash flows.

        In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, *Amendments to FASB Interpretation No. 46 (R)*(“SFAS167”).  SFAS 167 amends FASB’s Interpretation (FIN) No. 46(R) , *Consolidation of Variable Interest Entities,* mainly to (1) require an enterprise to conduct a qualitative analysis for the purpose of determining whether, based on its variableinterests, it also has a controlling interest in a variable interest entity (VIE), and (2) make the consequential changes resulting from elimination of the concept of a qualifying special-purpose entity (QSPE) in SFAS No. 140 , *Accounting for Transfers andServicing of Financial Assets and Extinguishments of Liabilities,* thus subjecting an entity previously designated as a QSPE to the same evaluation as that of any other VIE for consolidation purposes. Amended FIN No. 46(R) is effective as of the start of the firstannual reporting period beginning after November 15, 2009, for interim periods within the first annual reporting period, and for all subsequent annual and interim reporting periods. Earlier application is not permitted, but retrospective application to previouslyissued financial statements for previous years is allowed but, not required.  Vanguard does not expect the adoption of SFAS 167 to have a significant impact on its financial position, results of operations or cash flows.

        In December 2007, FASB issued Statement of Financial Accounting Standards No. 141(R), *Business Combinations* (“SFAS 141(R)”). SFAS 141(R) applies to alltransactions or other events in which an entity obtains control of one or more businesses even if the acquirer does not acquire 100% of all interests of the target. Under SFAS 141(R) the acquirer recognizes 100% of the fair values of acquired assets, includinggoodwill, and assumed liabilities with only limited exceptions. This methodology replaces the previous cost-allocation process set forth in SFAS No. 141 that often resulted in the measurement of assets and liabilities at values other than fair value at theacquisition date. SFAS 141(R) also requires contingent consideration to be measured at fair value at acquisition date with subsequent adjustments measured in future periods. Transactions costs are not considered part of the acquired assets and thus are expensed asincurred under SFAS 141(R). The acquisition date is deemed to be the date on which the acquisition is completed, not when the acquisition agreement is executed. Vanguard will adopt SFAS 141(R) prospectively for acquisitions completed on or after July 1, 2009.However, SFAS 141(R) requires changes to estimates of deferred taxes arising from business combinations to be adjusted through earnings even if the business combination occurred prior to the effective date of SFAS 141(R).

95

        Since the issuance of SFAS 141(R), constituents have expressed concern regarding certain aspects of its application to pre-acquisition contingencies. Accordingly, inApril 2009 the FASB issued FASB Staff Position No. SFAS 141(R)-1, *Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies* (“FSP 141(R)-1”), which amends SFAS 141(R) to provide guidance inrespect of initial recognition and measurement, subsequent measurement, and disclosures concerning assets and liabilities arising from pre-acquisition contingencies in a business combination.  Vanguard will adopt FSP 141(R)-1 prospectively for acquisitionscompleted on or after July 1, 2009.  SFAS 141(R)  and FSP 141(R)-1 will affect Vanguard’s future financial position, results of operations or cash flows to the extent Vanguard completes a business combination on or subsequent to July 1, 2009 and couldsignificantly impact Vanguard’s future results of operations should deferred tax estimates attributable to the Blackstone merger differ significantly from their ultimate resolution.

        In December 2007, FASB issued Statement of Financial Accounting Standards No. 160, *Noncontrolling Interests in Consolidated Financial Statements* (“SFAS160”). SFAS 160 amended Accounting Research Bulletin No. 51, *Consolidated Financial Statements*, to establish a single method of accounting for non-controlling interests in subsidiaries, or previously referred to as minority interests. SFAS 160 requiresthat the noncontrolling interest in a subsidiary be reported as a component of stockholder’s equity in the consolidated balance sheet. SFAS 160 also requires that consolidated net income include both the parent and noncontrolling interest’s portion of theoperating results of the subsidiary with separate disclosure on the statement of operations of the amounts attributable to the parent versus the noncontrolling interest. Changes in the parent’s ownership interest that do not result in deconsolidation aretreated as equity transactions under SFAS 160. Vanguard will adopt SFAS 160 prospectively on July 1, 2009 with retrospective presentation for comparative periods shown. Vanguard does not expect SFAS 160 to have a material impact on its future financial position,results of operations or cash flows.

        In February 2007, FASB issued Statement of Financial Accounting Standards No. 159, *The Fair Value Option for Financial Assets and Financial Liabilities*(“SFAS 159”). SFAS 159 gives entities the option to voluntarily choose, at certain election dates, to measure many financial assets and liabilities at fair value. Elections are made on an instrument by instrument basis and are irrevocable once made.Subsequent changes to the fair value of any instrument for which an election is made are reflected through earnings. SFAS 159 was effective for Vanguard as of July 1, 2008. The adoption of SFAS 159 did not significantly impact Vanguard’s financial position,results of operations or cash flows.

        On September 15, 2006, FASB issued Statement of Financial Accounting Standards No. 157, *Fair Value Measurement* (“SFAS 157”).  SFAS 157 sets forthcomprehensive guidance for measuring fair value of assets and liabilities. Under the provisions of SFAS 157, fair value should be based on the assumptions market participants would use to complete the sale of an asset or transfer of a liability.  SFAS 157provides a hierarchy of information to be used to determine the applicable market assumptions, and fair value measurements would be separately disclosed under each applicable layer of the hierarchy. SFAS 157 does not expand or restrict the use of fair value formeasuring assets and liabilities but provides a single methodology to be used when fair value accounting is applied.  For those financial assets and financial liabilities defined in SFAS 159, SFAS 157 was effective for Vanguard’s fiscal year beginning July1, 2008. For non-recurring nonfinancial assets and nonfinancial liabilities, SFAS 157 is effective for Vanguard’s fiscal year beginning July 1, 2009. Vanguard does not expect the adoption of SFAS 157 for non-financial assets and non-financial liabilities tosignificantly impact its future financial position, results of operations or cash flows.

**3.     Discontinued Operations**

        On October 1, 2006, certain of Vanguard’s subsidiaries completed the sale of their three hospitals in Orange County, California (West Anaheim Medical Center,Huntington Beach Hospital and La Palma Intercommunity Hospital) to subsidiaries of Prime Healthcare, Inc. for net proceeds of $40.0 million, comprised of cash proceeds of $37.0 million and $3.0 million of proceeds placed in escrow which was distributed to asubsidiary of Vanguard on July 2, 2007.  Approximately $12.8 million of retained working capital, including $25.3 million of patient accounts receivable, was excluded from the sale.

        The operations of the California hospitals are included in discontinued operations, net of taxes, in the accompanying statements of operations for all periods presentedin accordance with SFAS 144, *Accounting for the*

96

*Impairment or Disposal of Long-Lived Assets* (“SFAS 144”) and EITF 03-13, *Applying the Conditions of Paragraph 42 of FASB Statement No. 144 in Determining Whether to Report DiscontinuedOperations* (“EITF 03-13”).

        In June 2007, Vanguard ceased providing acute care services at Phoenix Memorial Hospital (“PMH”) and began leasing certain floors of the building to variousthird party healthcare providers. The leases are 5-year and 7-year leases with renewal options. When comparing the projected lease income to the historical total revenues of PMH, Vanguard determined that the expected cash inflows under the leases were insignificantand deemed indirect cash flows. Thus, the acute care operations of PMH are included in discontinued operations, net of taxes in the accompanying statements of operations for all periods presented in accordance with SFAS 144 and EITF 03-13.

        The following table sets forth the components of discontinued operations, net of taxes for the years ended June 30, 2007, 2008 and 2009, respectively (inmillions).

 

 

 

**Year Ended June 30,**

 

 

 

 

 

 

 

** **

**2007**

 

 

 

**2008**

 

 

 

**2009**

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

91.7

 

$

(1.5

)

 

$

1.7

 

               

              

              

Operating expenses

115.9

(1.6

)

0.2

Allocated interest

2.7

–

–

Loss on sale of assets

1.7

0.6

–

Income tax expense (benefit)

(9.5

)

(0.2

)

0.6
************
Income (loss) from discontinued operations, net of taxes

$

(19.1

)

$

(0.3

)

$

0.9
************
        The interest allocation to discontinued operations for the year ended June 30, 2007 was based upon the ratio of net assets to be divested to the sum of total net assetsand Vanguard’s outstanding debt.  Income taxes were calculated using an effective tax rate of approximately 33.2%, 40.0% and 40.0% for the years ended June 30, 2007, 2008 and 2009, respectively.

**4.     Fair Value Measurements**

        On July 1, 2008, Vanguard adopted the provisions of Financial Accounting Standards No. 157, *Fair Value Measurement* (“SFAS 157”) for financial assetsand financial liabilities defined in Financial Accounting Standards No. 159, *The Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS 159”). For non-recurring nonfinancial assets and nonfinancial liabilities, SFAS 157 iseffective for Vanguard’s fiscal year beginning July 1, 2009. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

        Under SFAS 157, fair value is determined using assumptions that market participants would use to determine the price of the asset or liability as opposed to measurementsdetermined based upon information specific to the entity holding those assets and liabilities. To determine those market participant assumptions, SFAS 157 established a hierarchy of inputs that the entity must consider including both independent market data inputsand the entity’s own assumptions about the market participant assumptions. This hierarchy is summarized as follows.

*Level 1*

               

Unadjusted quoted prices in active markets for identical assets and liabilities.

               

 

 

*Level 2*

 

Directly or indirectly observable inputs, other than quoted prices included in Level 1. Level 2 inputs may include, among others, interest rates and yield curves observable at commonly quoted intervals,volatilities, loss severities, credit risks and other inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

 

 

*Level 3*

 

Unobservable inputs used when there is little, if any, market activity for the asset or liability at the measurement date. These inputs represent the entity’s own assumptions about the assumptions thatmarket participants would use to price the asset or liability developed using the best information available. 

97

        In April 2009, the FASB issued FASB Staff Position No. FAS 157-4, *Determining Fair Value When the Volume and Level of Activity for the Asset or Liability HaveSignificantly Decreased and Identifying Transactions That Are Not Orderly* (“FSP 157-4”). FSP 157-4 clarifies the application of SFAS 157 in cases where the volume and level of activity for an asset or liability have significantly decreased, andidentifying circumstances indicating that a transaction is not an orderly one. Vanguard considered the guidance provided by FSP 157-4 in its determination of estimated fair values as of June 30, 2009, and the impact was not material.

        The following table summarizes Vanguard’s assets measured at fair value on a recurring basis as of June 30, 2009, aggregated by the fair value hierarchy levelwithin which those measurements were made (in millions).

   

 

**Fair Value**

   

 

**Level 1 Inputs**

   

 

**Level 2 Inputs**

   

 

**Level 3 Inputs**

 

Assets:

 

 

Investments in auction rate securities

 

$

21.6

 

$

–

 

$

–

 

$

21.6

 

Liabilities:

Interest rate swap liability

 

$

6.9

 

$

–

 

$

6.9

 

$

–

 

 

 

 

 

 

 

 

 

 

        The following table provides a reconciliation of the beginning and ending balances for the year ended June 30, 2009 for those fair value measurements using significantLevel 3 unobservable inputs (in millions).

** **

** **

** **

**Balance at July 1, 2008**

** **

** **

** **

**Asset Reclassification**

** **

** **

** **

**Other- than- temporary impairment**

** **

** **

** **

**Unrealized holding loss**

** **

** **

** **

**Balance at June 30, 2009**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

$

26.3

 

 

$

(25.7

)

 

$

(0.6

)

 

$

–

 

 

$

–

Investments in auction rate securities

 

 

–

 

 

 

25.7

 

 

 

–

 

 

 

(4.1

)

 

 

21.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total Level 3 inputs

 

$

26.3

 

 

$

–

 

 

$

(0.6

)

 

$

(4.1

)

 

$

21.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        *Auction Rate Securities*

**

        At June 30, 2009, Vanguard held $21.6 million in total available for sale investments in auction rate securities (“ARS”) backed by student loans, which areincluded in investments in auction rate securities on the accompanying consolidated balance sheet. These ARS are accounted for as long-term available for sale securities under SFAS 115, *Accounting for Certain Investments in Debt and Equity Securities*. The parvalue of the ARS was $26.3 million at June 30, 2009. The ARS have maturity dates ranging from 2039 to 2043 and are guaranteed by the U.S. government at approximately 96%-98% of the principal and accrued interest under the Federal Family Education Loan Program orother similar programs. Due to the lack of market liquidity and other observable market inputs for these ARS, Vanguard utilized Level 3 inputs to estimate the $21.6 million fair value of these ARS. Valuations from forced liquidations or distressed sales areinconsistent with the definition of fair value set forth in SFAS 157, which assumes an orderly market. For its valuation estimate, management utilized a discounted cash flow analysis that included estimates of the timing of liquidation of these ARS and the impact ofmarket risks on exit value. Vanguard does not currently intend to sell and does not believe it is more likely than not it will be required to sell these ARS prior to liquidity returning to the market and their fair value recovering to par value.

        In September 2008, Vanguard received a tender offer for $10.0 million par value of ARS at 94% of par value. As a result of Vanguard’s acceptance of the tender offerand the other-than-temporary decline in fair value, Vanguard recorded a $0.6 million realized holding loss on these marketable securities during the quarter ended September 30, 2008, which is included in other expenses on the accompanying consolidated statement ofoperations for the year ended June 30, 2009. However, the tender offer contained certain conditions that were not met as of the December 2008 deadline, and the tender failed. As a result of the failed tender, all $21.6 million of ARS are presented as long-term assetson the accompanying consolidated balance sheet as of June 30, 2009. In addition, Vanguard recorded a temporary impairment of $4.1 million ($2.5 million, net of taxes) related to the ARS during the

98

year ended June 30, 2009, which is included in accumulated other comprehensive income (loss) (“OCI”) on the consolidated balance sheet as of June 30, 2009.

        *Interest Rate Swap Agreement*

        Vanguard enters into derivative instruments from time to time to manage the cash flows risk associated with the variable interest component of its outstanding term debtor to manage the fair value risk of its other debt instruments with fixed interest rates. Vanguard does not hold or issue derivative instruments for trading purposes and is not a party to any instrument with leverage features.

        During April 2008, Vanguard entered into an interest rate swap agreement with Bank of America, N.A. (the “counterparty”) that went into effect on June 30,2008 for a notional $450.0 million of its outstanding term debt. Under this agreement and through March 31, 2009, Vanguard made or received net interest payments based upon the difference between the 90-day LIBOR rate and the swap fixed interest rate of 2.785%.Vanguard accounted for this swap as a highly effective cash flow hedge with critical terms that substantially match the underlying term debt and measured any ineffectiveness using the hypothetical derivative method.

        In March 2009, Vanguard and the counterparty executed an amended swap agreement with the same terms and provisions as the original agreement except that after March 31,2009, Vanguard will make or receive net interest payments based upon the difference between the 30-day LIBOR rate and the swap fixed interest rate of 2.5775%. As a result of this amended swap agreement, Vanguard de-designated its existing cash flow hedge andre-designated the amended swap agreement as a hedge of the remaining interest payments associated with $450.0 million of Vanguard’s outstanding term debt. As the forecasted transactions (i.e. the future interest payments under Vanguard’s outstanding termdebt) are still probable of occurring, Vanguard did not immediately recognize the accumulated other comprehensive loss balance related to the de-designated swap in earnings. Based on its assessment, Vanguard determined that this re-designated swap will be highlyeffective in offsetting the changes in cash flows related to the hedged risk. Upon the execution of the amended swap agreement, Vanguard measured hedge ineffectiveness by comparing the fair value of the original swap agreement to a new hypothetical derivative usingthe amended terms to determine if the underlying term debt has been overhedged. Vanguard determined that the hedge ineffectiveness was not significant as of June 30, 2009. Vanguard will continue this measurement process on a quarterly basis until the termination ofthe amended swap on March 31, 2010. The valuation of the amended interest rate swap is based upon a discounted cash flows analysis that reflects the term of the agreement and an observable market-based input, the 30-day LIBOR interest rate curve, which is observableat commonly quoted intervals for the full term of the swap. Vanguard also considered potential credit adjustment risks related to its own performance and the counterparty’s performance under the swap agreement. Management deemed the credit adjustment risks asLevel 3 inputs. However, management determined that any potential credit adjustment risks were not significant and thus classified the entire interest rate swap valuation in Level 2 of the fair value hierarchy.

        The following tables provide information regarding the valuation and presentation of assets, liabilities and expenses related to this interest rate swap for therespective periods (in millions).

99

 

 

 

**June 30, 2008**

 

        

**June 30, 2009**

 

 

 

 

 

**Interest rate swap contract:**

 

 

**Balance Sheet Location**

 

 

**Fair Value**

 

 

**Balance Sheet Location**

 

 

**Fair Value**

 

 

 

Gross valuation

 

Prepaid expenses

 

 

 

 

Other accrued

 

 

 

 

 

 

and other current

 

 

 

expenses and

 

 

assets

$

4.6

 

current liabilities

$

(6.9)

 

 

 

 

 

 

 

 

 

 

 

Tax effect

 

 

Deferred tax

 

 

 

 

Deferred tax

 

 

 

 

 

assets

(1.8

)

assets

2.6

 

 

 

 

 

 

 

 

Net asset (liability) balance offset to

 

 

   accumulated OCI

 

 

 

 

$

2.8

 

 

 

 

$

(4.3)

 

 

 

 

**Year ended June 30, 2008**

**                       **

**Year ended June 30, 2009**

 

 
********
 

 

**Amount of gain (loss) recognized in OCI on derivative**

** **

**Location of gain (loss) recognized on derivative- reclassified from OCI**

** **

**Amount of gain (loss) recognized on derivative - reclassified from OCI**

** **

** **

**Amount of gain (loss) recognized in OCI on derivative**

**Location of gain (loss) recognized on derivative- reclassified from OCI**

**Amount of gain (loss) recognized on derivative - reclassified from OCI**

 

 
********
Interest rate swap contract, net of taxes

$

2.8

n/a

**$**

–

**$**

(7.1)

Interest, net

**$**

(2.8)

        The $4.3 million balance included in accumulated OCI, net of taxes, is expected to be reclassified to net interest during the fiscal year ending June 30, 2010 since theinterest rate swap expires on March 31, 2010.

*        Cash and Cash Equivalents and Restricted Cash*

        The carrying amounts reported for cash and cash equivalents and restricted cash approximate fair value because of the short-term maturity of these instruments.

       *Accounts Receivable and Accounts Payable*

        The carrying amounts reported for accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments.

       *Long-Term Debt*

        The fair values of Vanguard’s 9.0% Notes, and 11.25% Notes and term loans as of June 30, 2009 were approximately $547.7 million, $209.3 million and $735.7 million,respectively, based upon stated market prices. The fair values are subject to change as market conditions change.

100

**5.     Prepaid Expenses and Other Current Assets**

        Prepaid expenses and other current assets in the accompanying consolidated balance sheets consist of the following at June 30, 2008 and 2009 (in millions).

 

** **

** **

**2008**

** **

** **

**2009**

 

 

 

 

 

Prepaid insurance

 

$

               5.2

            

$

               6.1

Prepaid maintenance contracts

4.5

7.9

Other prepaid expenses

 

 

6.0

 

 

8.9

Interest rate swap receivable

2.8

–

Third party settlements

4.4

2.1

Reinsurance receivables

9.8

17.2

Other receivables

 

 

23.1

 

 

26.2

 

 

 

 

 

 

 

$

55.8

$

68.4

 

 

 

 

 

**6.     Impairment of Long-Lived Assets and Goodwill**

        Vanguard completed its annual goodwill impairment test required by SFAS 142 during the fourth quarter of fiscal 2009 noting no impairment. However, Vanguard’sChicago market, with goodwill of approximately $43.1 million as of June 30, 2009, will require continual monitoring during fiscal year 2010 due to the sensitivity of the projected operating results of this reporting unit to the goodwill impairment analysis. If actualfuture cash flows become less favorable than those projected by management, an impairment charge may become necessary that could have a material adverse impact on Vanguard’s financial position and results of operations.

        In accordance with SFAS 144, during the fourth quarter of fiscal 2009 Vanguard noted events and conditions indicating that the carrying value of the asset group relatedto a building at one of its non-hospital facilities included in the acute care services segment may not be recoverable. Utilizing management estimates and appraisal information, Vanguard recorded an impairment charge of approximately $6.2 million ($3.8 million, netof taxes) to write down the building carrying value to fair value during the fourth quarter of fiscal 2009.

**7.     Goodwill and Intangible Assets**

        The following table provides information regarding the intangible assets, including deferred loan costs, included in the accompanying consolidated balance sheets as ofJune 30, 2008 and 2009 (in millions).

 

   

   

**Gross Carrying Amount**

**Accumulated Amortization**

 

**Class of Intangible Asset** 

**2008**

**2009**

**2008**

**2009**

Amortized intangible assets:

 

 

 

 

   Deferred loan costs

   $          43.8

   $          43.8

   $          16.1

   $          21.5

   Contracts

               31.4

               31.4

               11.8

               14.9

   Physician income and other guarantees

               22.2

               27.2

               12.1

               18.3

   Other

                 1.3

                 4.7

                 0.5

                 1.0

 

   Subtotal

               98.7

             107.1

               40.5

               55.7

Indefinite-lived intangible assets:

 

 

 

 

   License and accreditation

                 3.2

                 3.2

                  –

                   –

 

Total

   $        101.9

   $        110.3

   $          40.5

   $          55.7

 

101

        Amortization expense for contract-based intangibles and other intangible assets during the fiscal years ended June 30, 2007, 2008 and 2009 was approximately $3.2 million,$3.2 million and $3.6 million, respectively.  Total estimated amortization expense for these intangible assets during the next five years and thereafter is as follows (in millions).

2010

 

$

          3.7

2011

 

 

3.7

2012

 

 

3.7

2013

 

 

3.7

2014

3.7

Thereafter

 

 

1.5

 

 

 

 

 

$

20.0

 

 

 

        In connection with the Blackstone merger, Vanguard incurred $43.8 million of deferred offering and loan costs related to the 9.0% Notes, the 11.25% Notes and term and revolving loanborrowings under the merger credit facilities and the 2005 term loan facility.

        Amortization of deferred loan costs of $4.5 million, $4.9 million and $5.4 million during the years ended June 30, 2007, 2008 and 2009, respectively, is included in netinterest.  Amortization of physician income and other guarantees of $5.1 million, $6.7 million and $6.2 million during the years ended June 30, 2007, 2008 and 2009, respectively, is included in purchased services or other operating expenses.

        The following table presents the changes in the carrying amount of goodwill from June 30, 2008 through June 30, 2009 (in millions).

** **

** **

** **

**Acute Care Services**

** **

** **

** **

**Health Plans**

** **

** **

**Total**

** **

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2008

 

$

            609.8

$

              79.4

$

           689.2

Acquisition of healthcare entities

2.9

–

2.9

Balance as of June 30, 2009

$

612.7

$

79.4

$

692.1

 

 

 

 

 

        Vanguard completed its annual impairment test of goodwill and indefinite-lived intangible assets during the fourth quarter of fiscal 2009 noting no impairment.Approximately $151.5 million of Vanguard’s goodwill is deductible for tax purposes.

**8.     Other Accrued Expenses and Current Liabilities**

        The following table presents summaries of items comprising other accrued expenses and current liabilities in the accompanying consolidated balance sheets as of June 30,2008 and 2009 (in millions).

** **

** **

** **

**2008**

**               **

** **

**2009**

 

 

 

 

 

Property taxes

 

$

                 14.6 

 

$

                  17.0 

Current portion of professional and general

 

 

 

 

 

 

   liability and workers compensation insurance

 

 

19.0 

 

 

34.4 

Accrued income guarantees

4.4 

3.0 

Income taxes payable (receivable)

2.4 

(5.0)

Interest rate swap payable

– 

6.9 

Other

16.9 

23.2 

 

 

 

 

 

 

$

57.3 

$

79.5 

 

102

**9.             Long-Term Debt**

        A summary of Vanguard’s long-term debt at June 30, 2008 and 2009 follows (in millions).

** **

** **

** **

**2008**

**               **

** **

**2009**

 

 

 

 

 

9.0% Senior Subordinated Notes

 

$

               575.0 

 

$

                575.0 

11.25% Senior Discount Notes

 

 

188.4 

 

 

210.2 

Term loans payable under credit facility

774.1 

766.4 

 

 

 

 

 

 

1,537.5 

1,551.6 

Less: current maturities

(8.0)

(8.0)

 

 

 

 

 

 

$

1,529.5 

$

1,543.6 

 

**9.0% Notes**

        In connection with the acquisition of Vanguard by merger on September 23, 2004 by certain investment funds affiliated with The Blackstone Group L.P. (collectively“Blackstone”), two of Vanguard’s wholly owned subsidiaries, Vanguard Health Holding Company II, LLC and Vanguard Holding Company II, Inc. (collectively, the “Issuers”), completed a private placement of $575.0 million 9% SeniorSubordinated Notes due 2014 (“9.0% Notes”). Interest on the 9.0% Notes is payable semi-annually on October 1st and April 1st of each year. The 9.0% Notes are general unsecured senior subordinated obligations and rank junior in right of payment to allexisting and future senior indebtedness of the Issuers. All payments on the 9.0% Notes are guaranteed jointly and severally on a senior subordinated basis by Vanguard and its domestic subsidiaries, other than those subsidiaries that do not guarantee the obligationsof the borrowers under the senior credit facilities.

        Prior to October 1, 2009, the Issuers may redeem the 9.0% Notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus a make-whole premium.On or after October 1, 2009, the Issuers may redeem all or part of the 9.0% Notes at various redemption prices given the date of redemption as set forth in the indenture governing the 9.0% Notes. The initial redemption price for the 9.0% Notes on October 1, 2009 isequal to 104.50% of their principal amount, plus accrued and unpaid interest.  The redemption price declines each year after 2009.  The redemption price will be 100% of the principal amount, plus accrued and unpaid interest, beginning on October 1,2012.

**11.25% Notes**

        In connection with the Blackstone merger on September 23, 2004, two of Vanguard’s wholly owned subsidiaries, Vanguard Health Holding Company I, LLC and VanguardHolding Company I, Inc. (collectively, the “Discount Issuers”), completed a private placement of $216.0 million aggregate principal amount at maturity ($124.7 million in gross proceeds) of 11.25% Senior Discount Notes due 2015 (“11.25%Notes”). The 11.25% Notes accrete at the stated rate compounded semi-annually on April 1 and October 1 of each year to, but not including, October 1, 2009. Subsequent to October 1, 2009, cash interest on the 11.25% Notes will accrue at 11.25% per annum, andwill be payable on April 1 and October 1 of each year, commencing on April 1, 2010 until maturity. The 11.25% Notes are general senior unsecured obligations and rank junior in right of payment to all existing and future senior indebtedness of the Discount Issuers butsenior to any of the Discount Issuers’ future senior subordinated indebtedness. All payments on the 11.25% Notes are guaranteed by Vanguard as a holding company guarantee.

        Prior to October 1, 2009, the Discount Issuers may redeem the 11.25% Notes, in whole or in part, at a price equal to 100% of the accreted value thereof, plus accrued andunpaid interest, plus a make-whole premium. On or after October 1, 2009, the Discount Issuers may redeem all or a part of the 11.25% Notes at various redemption prices given the date of redemption as set forth in the indenture governing the 11.25% Notes. The initialredemption price for the 11.25% Notes on October 1, 2009 is equal to 105.625% of their principal amount, plus accrued and

103

unpaid interest. The redemption price declines each year after 2009. The redemption price will be 100% of the principal amount, plus accrued and unpaid interest, beginning on October 1, 2012.

**Credit Facility Debt**

        In connection with the Blackstone merger on September 23, 2004, two of Vanguard’s wholly owned subsidiaries, Vanguard Health Holding Company II, LLC and VanguardHolding Company II, Inc. (collectively, the “Co-borrowers”), entered into new senior secured credit facilities (the “merger credit facilities”) with various lenders and Bank of America, N.A. as administrative agent and Citicorp North America,Inc. as syndication agent, and repaid all amounts outstanding under its previous credit facility. The merger credit facilities include a seven-year term loan facility in the aggregate principal amount of $800.0 million and a six-year $250.0 million revolving creditfacility.

        On September 26, 2005, the Co-borrowers refinanced and repriced all $795.7 million of the then outstanding term loans under the merger credit facilities by borrowing$795.7 million of replacement term loans that also mature on September 23, 2011 (the “2005 term loan facility”). In addition, upon the occurrence of certain events, the Co-borrowers may request an incremental term loan facility to be added to the 2005term loan facility in an amount not to exceed $300.0 million in the aggregate, subject to receipt of commitments by existing lenders or other financing institutions and to the satisfaction of certain other conditions. The revolving loan facility under the mergercredit facilities did not change in connection with the term loan refinancing. As of June 30, 2009, $766.4 million of indebtedness was outstanding under the 2005 term loan facility. Vanguard’s remaining borrowing capacity under the revolving credit facility,net of letters of credit outstanding, was $218.8 million as of June 30, 2009.

        The 2005 term loan facility borrowings bear interest at a rate equal to, at Vanguard’s option, LIBOR plus 2.25% per annum or a base rate plus 1.25% per annum. Asdiscussed in Note 4, $450.0 million of the term loan facility borrowings are subject to a fixed interest rate of 4.8275% per annum under the terms of an interest rate swap agreement that expires on March 31, 2010. The interest rate applicable to the unhedged portionof Vanguard’s term loan facility borrowings was approximately 2.6% as of June 30, 2009. Borrowings under the revolving credit facility currently bear interest at a rate equal to, at Vanguard’s option, LIBOR plus 2.0% per annum or a base rate plus 1.0% perannum, subject to an increase of up to 0.50% per annum should Vanguard’s leverage ratio increase over certain designated levels. Vanguard also pays a commitment fee to the lenders under the revolving credit facility in respect of unutilized commitmentsthereunder at a rate equal to 0.50% per annum. Vanguard also pays customary letter of credit fees under this facility. Vanguard makes quarterly principal payments equal to one-fourth of one percent of the outstanding principal balance of the 2005 term loan facilityand will continue to make such payments until maturity of the term debt.

        Vanguard is subject to certain restrictive and financial covenants under the credit agreement governing the 2005 term loan facility and the revolving credit facilityincluding a total leverage ratio, senior leverage ratio, interest coverage ratio and capital expenditure restrictions. Vanguard was in compliance with each of these financial covenants as of June 30, 2009. Obligations under the credit agreement are unconditionallyguaranteed by Vanguard and Vanguard Health Holding Company I, LLC (“VHS Holdco I”) and, subject to certain exceptions, each of VHS Holdco I’s wholly-owned domestic subsidiaries (the “U.S. Guarantors”). Obligations under the creditagreement are also secured by substantially all of the assets of Vanguard Health Holding Company II, LLC (“VHS Holdco II”) and the U.S. Guarantors including a pledge of 100% of the membership interests of VHS Holdco II, 100% of the capital stock ofsubstantially all U.S. Guarantors (other than VHS Holdco I) and 65% of the capital stock of each of VHS Holdco II’s non-U.S. subsidiaries that are directly owned by VHS Holdco II or one of the U.S. Guarantors and a security interest in substantially alltangible and intangible assets of VHS Holdco II and each U.S. Guarantor.

**Interest Rate Swap Agreement**

        In March 2009, Vanguard and Bank of America N.A. (“the counterparty”) executed an amended swap agreement with the same terms and provisions as the original agreementexcept that after March 31, 2009, Vanguard will make or receive net interest payments based upon the difference between the 30-day LIBOR rate and the swap fixed interest rate of 2.5775% (see Note 4). Given the turbulence in the credit markets and the attractive swaprates then available, Vanguard amended the swap agreement to hedge its cash flows related to a portion of the 2005 term loan facility against potential market fluctuations to the variable 30-day LIBOR interest rate. Vanguard will continue

104

to make its normal quarterly interest payments under the 2005 term loan facility as described above. Vanguard deems the counterparty to be creditworthy.  As of June 30, 2009, the estimated fair value of the interest rateswap was a liability for Vanguard of approximately $6.9 million ($4.3 million net of taxes of $2.6 million), which is included in other accrued expenses and current liabilities and accumulated other comprehensive income on the accompanying balance sheet. Vanguard will make quarterly adjustments to other comprehensive income (loss) equal to the change in the fair value of the swap from quarter to quarter until the maturity of the swap on March 31, 2010 with any ineffectiveness included immediately inearnings.

**Future Maturities**

        Future maturities of Vanguard’s debt as of June 30, 2009 follow (in millions).

**Fiscal Year**

 

**Amount**

 

2010

 

$

8.0

2011

 

 

7.9

2012

 

 

750.5

2013

 

 

–

2014

–

Thereafter

 

 

791.0

 

 

 

 

 

$

1,557.4

 

 

 

**Other Information**

        Vanguard conducts substantially all of its business through its subsidiaries. Most of Vanguard’s subsidiaries jointly and severally guarantee the 9.0% Notes on anunsecured senior subordinated basis. Certain of Vanguard’s other consolidated wholly-owned and non wholly-owned entities do not guarantee the 9.0% Notes in conformity with the provisions of the indenture governing the 9.0% Notes and do not guaranteeVanguard’s 2005 term loan facility in conformity with the provisions thereof. The condensed consolidating financial information for the parent company, the issuers of the 9.0% Notes, the issuers of the 11.25% Notes, the guarantor subsidiaries, the combinednon-guarantor subsidiaries, certain eliminations and consolidated Vanguard as of June 30, 2008 and 2009, and for the years ended June 30, 2007, 2008 and 2009, follows.

105

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING BALANCE SHEETSJune 30, 2008**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

**ASSETS**

 

*(In millions)*

Current assets:

 

 

               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

–

 

 

$

–

 

 

$

–

 

 

$

82.0

 

 

$

59.6

 

 

$

–

 

 

$

141.6

 

Restricted cash

 

 

–

 

 

 

–

 

 

 

–

 

 

 

0.3

 

 

 

1.8

 

 

 

–

 

 

 

2.1

 

Marketable securities

–

–

–

–

26.3

–

26.3

Accounts receivable, net

 

 

–

 

 

 

–

 

 

 

–

 

 

 

275.7

 

 

 

24.7

 

 

 

–

 

 

 

300.4

 

Inventories

 

 

–

 

 

 

–

 

 

 

–

 

 

 

44.3

 

 

 

4.9

 

 

 

–

 

 

 

49.2

 

Prepaid expenses and other current assets

 

 

0.1

 

 

 

–

 

 

 

–

 

 

 

62.5

 

 

 

20.0

 

 

 

(2.3

)

 

 

80.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total current assets

 

 

0.1

 

 

 

–

 

 

 

–

 

 

 

464.8

 

 

 

137.3

 

 

 

(2.3

)

 

 

599.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

–

 

 

 

–

 

 

 

–

 

 

 

1,106.4

 

 

 

67.6

 

 

 

–

 

 

 

1,174.0

 

Goodwill

 

 

–

 

 

 

–

 

 

 

–

 

 

 

605.6

 

 

 

83.6

 

 

 

–

 

 

 

689.2

 

Intangible assets, net

 

 

–

 

 

 

24.5

 

 

 

3.2

 

 

 

12.9

 

 

 

20.8

 

 

 

–

 

 

 

61.4

 

Investments in consolidated subsidiaries

 

 

608.8

 

 

 

–

 

 

 

–

 

 

 

–

 

 

 

16.7

 

 

 

(625.5

)

 

 

–

 

Other assets

 

 

–

 

 

 

–

 

 

 

–

 

 

 

57.6

 

 

 

0.2

 

 

 

–

 

 

 

57.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total assets

 

$

608.9

 

 

$

24.5

 

 

$

3.2

 

 

$

2,247.3

 

 

$

326.2

 

 

$

(627.8

)

 

$

2,582.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLDERS’ EQUITY** 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

–

 

 

$

–

 

 

$

–

 

 

$

137.2

 

 

$

17.9

 

 

$

–

 

 

$

155.1

 

Accrued expenses and other current    liabilities

 

 

–

 

 

 

13.2

 

 

 

–

 

 

 

132.9

 

 

 

72.9

 

 

 

–

 

 

219.0

 

Current maturities of long-term debt

 

 

–

 

 

 

8.0

 

 

 

–

 

 

 

(0.2

)

 

 

0.2

 

 

 

–

 

 

 

8.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total current liabilities

 

 

–

 

 

 

21.2

 

 

 

–

 

 

 

269.9

 

 

 

91.0

 

 

 

–

 

 

382.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

–

 

 

 

–

 

 

 

–

 

 

 

70.6

 

 

 

38.7

 

 

 

(3.2

)

 

 

106.1

 

Long-term debt, less current maturities

 

 

–

 

 

 

1,341.1

 

 

 

188.4

 

 

 

–

 

 

 

–

 

 

 

–

 

 

 

1,529.5

 

Intercompany

 

 

44.3

 

 

 

(900.0

)

 

 

(120.8

)

 

 

1,373.9

 

 

 

(51.9

)

 

 

(345.5

)

 

 

–

 

Stockholders’ equity

 

 

564.6

 

 

 

(437.8

)

 

 

(64.4

)

 

 

532.9

 

 

 

248.4

 

 

 

(279.1

)

 

 

564.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total liabilities and stockholders’            equity

 

$

608.9

 

 

$

24.5

 

 

$

3.2

 

 

$

2,247.3

 

 

$

326.2

 

 

$

(627.8

)

 

$

2,582.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

106

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING BALANCE SHEETSJune 30, 2009**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

**ASSETS**

 

*(In millions)*

Current assets:

 

 

               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

–

 

 

$

–

 

 

$

–

 

 

$

168.3

 

 

$

139.9

 

 

$

–

 

 

$

308.2

 

Restricted cash

 

 

–

 

 

 

–

 

 

 

–

 

 

 

0.2

 

 

 

1.7

 

 

 

–

 

 

 

1.9

 

Accounts receivable, net

 

 

–

 

 

 

–

 

 

 

–

 

 

 

257.0

 

 

 

18.3

 

 

 

–

 

 

 

275.3

 

Inventories

 

 

–

 

 

 

–

 

 

 

–

 

 

 

44.5

 

 

 

3.8

 

 

 

–

 

 

 

48.3

 

Prepaid expenses and other current assets

 

 

2.5

 

 

 

–

 

 

 

–

 

 

 

94.9

 

 

 

34.6

 

 

 

(34.0

)

 

 

98.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total current assets

 

 

2.5

 

 

 

–

 

 

 

–

 

 

 

564.9

 

 

 

198.3

 

 

 

(34.0

)

 

 

731.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

–

 

 

 

–

 

 

 

–

 

 

 

1,114.7

 

 

 

59.4

 

 

 

–

 

 

 

1,174.1

 

Goodwill

 

 

–

 

 

 

–

 

 

 

–

 

 

 

608.5

 

 

 

83.6

 

 

 

–

 

 

 

692.1

 

Intangible assets, net

 

 

–

 

 

 

19.4

 

 

 

2.9

 

 

 

13.5

 

 

 

18.8

 

 

 

–

 

 

 

54.6

 

Investments in consolidated subsidiaries

 

 

608.8

 

 

 

–

 

 

 

–

 

 

 

–

 

 

 

24.5

 

 

 

(633.3

)

 

 

–

 

Investments in auction rate securities

–

–

–

–

21.6

–

21.6

Other assets

 

 

–

 

 

 

–

 

 

 

–

 

 

 

56.8

 

 

 

0.2

 

 

 

–

 

 

 

57.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total assets

 

$

611.3

 

 

$

19.4

 

 

$

2.9

 

 

$

2,358.4

 

 

$

406.4

 

 

$

(667.3

)

 

$

2,731.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLDERS’ EQUITY** 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

–

 

 

$

–

 

 

$

–

 

 

$

112.7

 

 

$

15.2

 

 

$

–

 

 

$

127.9

 

Accrued expenses and other current    liabilities

 

 

–

 

 

 

20.0

 

 

 

–

 

 

 

201.9

 

 

 

122.3

 

 

 

–

 

 

344.2

 

Current maturities of long-term debt

 

 

–

 

 

 

8.0

 

 

 

–

 

 

 

(0.2

)

 

 

0.2

 

 

 

–

 

 

 

8.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total current liabilities

 

 

–

 

 

 

28.0

 

 

 

–

 

 

 

314.4

 

 

 

137.7

 

 

 

–

 

 

480.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

–

 

 

 

–

 

 

 

–

 

 

 

79.9

 

 

 

73.7

 

 

 

(34.0

)

 

 

119.6

 

Long-term debt, less current maturities

 

 

–

 

 

 

1,333.4

 

 

 

210.2

 

 

 

–

 

 

 

–

 

 

 

–

 

 

 

1,543.6

 

Intercompany

 

 

23.5

 

 

 

(810.4

)

 

 

(120.9

)

 

 

1,306.8

 

 

 

(60.1

)

 

 

(338.9

)

 

 

–

 

Stockholders’ equity

 

 

587.8

 

 

 

(531.6

)

 

 

(86.4

)

 

 

657.3

 

 

 

255.1

 

 

 

(294.4

)

 

 

587.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total liabilities and stockholders’            equity

 

$

611.3

 

 

$

19.4

 

 

$

2.9

 

 

$

2,358.4

 

 

$

406.4

 

 

$

(667.3

)

 

$

2,731.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFor the year ended June 30, 2007**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

 

 

 

               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patient service revenues

 

$

–

 

 

$

–

 

 

$

–

 

 

$

2,053.9

 

 

$

150.9

 

 

$

(25.5

)

 

$

2,179.3

 

Premium revenues

 

 

–

 

 

 

–

 

 

 

–

 

 

 

56.5

 

 

 

345.3

 

 

 

(0.4

)

 

 

401.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total revenues

 

 

–

 

 

 

–

 

 

 

–

 

 

 

2,110.4

 

 

 

496.2

 

 

 

(25.9

)

 

 

2,580.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

1.2

 

 

–

 

 

 

–

 

 

 

986.6

 

 

 

80.1

 

 

 

–

 

 

 

1,067.9

 

Supplies

 

 

–

 

 

 

–

 

 

 

–

 

 

 

394.1

 

 

 

27.7

 

 

 

–

 

 

 

421.8

 

Health plan claims expense

 

 

–

 

 

 

–

 

 

 

–

 

 

 

35.6

 

 

 

286.9

 

 

 

(25.5

)

 

 

297.0

 

Purchased services

 

 

–

 

 

 

–

 

 

 

–

 

 

 

126.6

 

 

 

14.6

 

 

 

–

 

 

 

141.2

 

Provision for doubtful accounts

 

 

–

 

 

 

–

 

 

 

–

 

 

 

169.2

 

 

 

6.0

 

 

 

–

 

 

 

175.2

 

Other operating expenses

 

 

0.2

 

 

 

–

 

 

 

–

 

 

 

171.2

 

 

 

25.4

 

 

 

(0.4

)

 

 

196.4

 

Rents and leases

 

 

–

 

 

 

–

 

 

 

–

 

 

 

30.8

 

 

 

6.6

 

 

 

–

 

 

 

37.4

 

Depreciation and amortization

 

 

–

 

 

 

–

 

 

 

–

 

 

 

104.1

 

 

 

14.5

 

 

 

–

 

 

 

118.6

 

Interest, net

 

 

–

 

 

 

119.5

 

 

 

17.7

 

 

 

(8.2

)

 

 

(5.2

)

 

 

–

 

 

 

123.8

 

Management fees

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(8.2

)

 

 

8.2

 

 

 

–

 

 

 

–

 

Impairment loss

 

 

–

–

–

120.1

3.7

–

123.8

Other

 

 

–

 

 

 

–

 

 

 

–

 

 

 

2.8

 

 

–

 

 

–

 

 

 

2.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total costs and expenses

 

 

1.4

 

 

 

119.5

 

 

 

17.7

 

 

 

2,124.7

 

 

 

468.5

 

 

 

(25.9

)

 

 

2,705.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations    before income taxes

 

 

(1.4

)

 

 

(119.5

)

 

 

(17.7

)

 

 

(14.3

)

 

 

27.7

 

 

 

–

 

 

 

(125.2

)

Income tax expense (benefit)

 

(11.6

)

 

 

–

 

 

 

–

 

 

 

–

 

 

 

2.1

 

 

 

(2.1

)

 

 

(11.6

)

Equity in earnings of subsidiaries

 

 

(142.9

)

 

 

–

 

 

 

–

 

 

 

–

 

 

 

–

 

 

 

142.9

 

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

 

(132.7

)

 

 

(119.5

)

 

 

(17.7

)

 

 

(14.3

)

 

 

25.6

 

 

 

145.0

 

 

(113.6

)

Loss from discontinued operations,    net of taxes

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(6.0

)

 

 

(13.1

)

 

 

–

 

 

 

(19.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(132.7

)

 

$

(119.5

)

 

$

(17.7

)

 

$

(20.3

)

 

$

12.5

 

$

145.0

 

$

(132.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

108

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFor the year ended June 30, 2008**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

 

 

 

               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patient service revenues

 

$

–

 

 

$

–

 

 

$

–

 

 

$

2,212.2

 

 

$

150.8

 

 

$

(22.5

)

 

$

2,340.5

 

Premium revenues

 

 

–

 

 

 

–

 

 

 

–

 

 

 

57.7

 

 

 

392.7

 

 

 

(0.2

)

 

 

450.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total revenues

 

 

–

 

 

 

–

 

 

 

–

 

 

 

2,269.9

 

 

 

543.5

 

 

 

(22.7

)

 

 

2,790.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

2.5

 

 

–

 

 

 

–

 

 

 

1,068.7

 

 

 

81.5

 

 

 

–

 

 

 

1,152.7

 

Supplies

 

 

–

 

 

 

–

 

 

 

–

 

 

 

405.8

 

 

 

28.7

 

 

 

–

 

 

 

434.5

 

Health plan claims expense

 

 

–

 

 

 

–

 

 

 

–

 

 

 

35.8

 

 

 

314.9

 

 

 

(22.5

)

 

 

328.2

 

Purchased services

 

 

–

 

 

 

–

 

 

 

–

 

 

 

136.5

 

 

 

13.0

 

 

 

–

 

 

 

149.5

 

Provision for doubtful accounts

 

 

–

 

 

 

–

 

 

 

–

 

 

 

196.9

 

 

 

8.7

 

 

 

–

 

 

 

205.6

 

Other operating expenses

 

 

0.2

 

 

 

–

 

 

 

–

 

 

 

182.4

 

 

 

32.1

 

 

 

(0.2

)

 

 

214.5

 

Rents and leases

 

 

–

 

 

 

–

 

 

 

–

 

 

 

34.8

 

 

 

7.0

 

 

 

–

 

 

 

41.8

 

Depreciation and amortization

 

 

–

 

 

 

–

 

 

 

–

 

 

 

116.8

 

 

 

14.2

 

 

 

–

 

 

 

131.0

 

Interest, net

 

 

–

 

 

 

109.9

 

 

 

19.8

 

 

 

(9.3

)

 

 

1.7

 

 

–

 

 

 

122.1

 

Management fees

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(8.2

)

 

 

8.2

 

 

 

–

 

 

 

–

 

Other

 

 

–

 

 

 

–

 

 

 

–

 

 

 

63.5

 

 

(54.0

)

 

 

–

 

 

 

9.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total costs and expenses

 

 

2.7

 

 

 

109.9

 

 

 

19.8

 

 

 

2,223.7

 

 

 

456.0

 

 

 

(22.7

)

 

 

2,789.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations    before income taxes

 

 

(2.7

)

 

 

(109.9

)

 

 

(19.8

)

 

 

46.2

 

 

87.5

 

 

 

–

 

 

 

1.3

Income tax expense (benefit)

 

1.7

 

 

–

 

 

 

–

 

 

 

–

 

 

 

13.4

 

 

 

(13.4

)

 

 

1.7

Equity in earnings of subsidiaries

 

 

3.7

 

 

–

 

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(3.7

)

 

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

 

(0.7

)

 

 

(109.9

)

 

 

(19.8

)

 

 

46.2

 

 

74.1

 

 

 

9.7

 

 

(0.4

)

Income (loss) from discontinued    operations, net of taxes

 

 

–

 

 

 

–

 

 

 

–

 

 

 

2.9

 

 

(3.2

)

 

 

–

 

 

 

(0.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(0.7

)

 

$

(109.9

)

 

$

(19.8

)

 

$

49.1

 

$

70.9

 

$

9.7

 

$

(0.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

109

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFor the year ended June 30, 2009**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

 

 

 

               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patient service revenues

 

$

–

 

 

$

–

 

 

$

–

 

 

$

2,373.8

 

 

$

171.2

 

 

$

(23.3

)

 

$

2,521.7

 

Premium revenues

 

 

–

 

 

 

–

 

 

 

–

 

 

 

60.2

 

 

 

618.0

 

 

 

(0.2

)

 

 

678.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total revenues

 

 

–

 

 

 

–

 

 

 

–

 

 

 

2,434.0

 

 

 

789.2

 

 

 

(23.5

)

 

 

3,199.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

4.4

 

 

–

 

 

 

–

 

 

 

1,144.7

 

 

 

91.0

 

 

 

–

 

 

 

1,240.1

 

Supplies

 

 

–

 

 

 

–

 

 

 

–

 

 

 

423.7

 

 

 

32.6

 

 

 

–

 

 

 

456.3

 

Health plan claims expense

 

 

–

 

 

 

–

 

 

 

–

 

 

 

34.8

 

 

 

514.1

 

 

 

(23.3

)

 

 

525.6

 

Purchased services

 

 

–

 

 

 

–

 

 

 

–

 

 

 

152.7

 

 

 

14.7

 

 

 

–

 

 

 

167.4

 

Provision for doubtful accounts

 

 

–

 

 

 

–

 

 

 

–

 

 

 

200.7

 

 

 

10.1

 

 

 

–

 

 

 

210.8

 

Other operating expenses

 

 

0.2

 

 

 

–

 

 

 

–

 

 

 

201.3

 

 

 

56.7

 

 

 

(0.2

)

 

 

258.0

 

Rents and leases

 

 

–

 

 

 

–

 

 

 

–

 

 

 

36.5

 

 

 

7.0

 

 

 

–

 

 

 

43.5

 

Depreciation and amortization

 

 

–

 

 

 

–

 

 

 

–

 

 

 

116.4

 

 

 

14.2

 

 

 

–

 

 

 

130.6

 

Interest, net

 

 

–

 

 

 

93.8

 

 

 

22.1

 

 

 

(6.7

)

 

 

2.4

 

 

–

 

 

 

111.6

 

Management fees

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(14.1

)

 

 

14.1

 

 

 

–

 

 

 

–

 

Impairment loss

–

–

–

6.2

–

–

6.2

Other

 

 

–

 

 

 

–

 

 

 

–

 

 

 

5.9

 

 

–

 

 

–

 

 

 

5.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Total costs and expenses

 

 

4.6

 

 

 

93.8

 

 

 

22.1

 

 

 

2,302.1

 

 

 

756.9

 

 

 

(23.5

)

 

 

3,156.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations    before income taxes

 

 

(4.6

)

 

 

(93.8

)

 

 

(22.1

)

 

 

131.9

 

 

32.3

 

 

 

–

 

 

 

43.7

Income tax expense (benefit)

 

16.0

 

 

–

 

 

 

–

 

 

 

–

 

 

 

9.4

 

 

 

(9.4

)

 

 

16.0

Equity in earnings of subsidiaries

 

 

49.2

 

 

–

 

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(49.2

)

 

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

 

28.6

 

 

(93.8

)

 

 

(22.1

)

 

 

131.9

 

 

22.9

 

 

 

(39.8

)

 

 

27.7

Income from discontinued    operations, net of taxes

 

 

–

 

 

 

–

 

 

 

–

 

 

 

0.6

 

 

0.3

 

 

–

 

 

 

0.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

28.6

 

$

(93.8

)

 

$

(22.1

)

 

$

132.5

 

$

23.2

 

$

(39.8

)

 

$

28.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

110

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFor the year ended June 30, 2007**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

**Operating activities:**

Net income (loss)

 

$

(132.7

)

 

$

(119.5

)

 

$

(17.7

)

 

$

(20.3

)

 

$

12.5

 

 

$

145.0

 

$

(132.7

)

Adjustments to reconcile net income (loss)    to net cash provided by (used in)    operating activities

Loss from discontinued operations

 

 

–

 

 

 

–

 

 

 

–

 

 

 

6.0

 

 

13.1

 

 

 

–

 

 

19.1

 

Depreciation and amortization

–

–

–

104.1

14.5

–

118.6

Provision for doubtful accounts

–

–

–

169.2

6.0

–

175.2

Deferred income taxes

(12.7

)

–

–

–

–

–

(12.7

)

Amortization of loan costs

–

4.3

0.2

–

–

–

4.5

Accretion of principal on senior discount    notes

–

–

17.5

–

–

–

17.5

Gain on disposal of assets

–

–

–

(4.1

)

–

–

(4.1

)

Stock compensation

1.2

–

–

–

–

–

1.2

Impairment loss

–

–

–

120.1

3.7

–

123.8

Changes in operating assets and    liabilities, net of effects of acquisitions:

   Equity in earnings of subsidiaries

142.9

–

–

–

–

(142.9

)

–

   Accounts receivable

–

–

–

(206.9

)

2.9

–

(204.0

)

   Inventories

–

–

–

(2.9

)

1.0

–

(1.9

)

   Prepaid expenses and other current assets

–

–

–

(28.5

)

(1.5

)

–

(30.0

)

   Accounts payable

–

–

–

11.2

(3.8

)

–

7.4

   Accrued expenses and other liabilities

1.3

0.1

–

61.3

(22.8

)

(2.1

)

37.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating    activities – continuing operations

 

 

–

 

 

(115.1

)

 

 

–

 

 

 

209.2

 

 

 

25.6

 

 

 

–

 

 

119.7

 

Net cash provided by operating activities -    discontinued operations

 

 

–

 

 

 

–

 

 

 

–

 

 

 

0.5

 

 

 

3.1

 

 

 

–

 

 

 

3.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating    activities

 

 

–

 

 

(115.1

)

 

 

–

 

 

 

209.7

 

 

 

28.7

 

 

 

–

 

 

 

123.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Investing activities:**

 

Acquisitions

–

–

–

(0.2

)

–

–

(0.2

)

Capital expenditures

–

–

–

(153.3

)

(11.0

)

–

(164.3

)

Proceeds from asset dispositions

–

–

–

9.5

–

–

9.5

Purchases of short-term investments

–

–

–

–

(120.0

)

–

(120.0

)

Sales of short-term investments

–

–

–

–

120.0

–

120.0

Other

–

–

–

1.8

0.2

–

2.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities-    continuing operations

–

–

–

(142.2

)

(10.8

)

–

(153.0

)

Net cash provided by (used in) operating    activities – discontinued operations

–

–

–

36.3

(1.8

)

–

34.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(105.9

)

 

 

(12.6

)

 

 

–

 

 

(118.5

)

111

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFor the year ended June 30, 2007(continued)**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

**Financing activities:**

 

Payments of long-term debt

–

(7.9

)

–

–

(0.1

)

–

(8.0

)

Payments to retire stock, equity incentive    units and stock options

–

–

–

(0.5

)

–

–

(0.5

)

Cash provided by (used in) intercompany    activity

–

123.0

–

(130.3

)

7.3

–

–

Exercise of stock options

–

–

–

0.2

–

–

0.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing    activities

 

 

–

115.1

–

(130.6

)

7.2

–

(8.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash    equivalents

–

–

–

(26.8

)

23.3

–

(3.5

)

Cash and cash equivalents, beginning of    period

–

–

–

38.5

85.1

–

123.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

–

 

$

–

 

$

–

 

$

11.7

 

$

108.4

 

 

$

–

 

 

$

120.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

112

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFor the year ended June 30, 2008**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

**Operating activities:**

Net income (loss)

 

$

(0.7

)

 

$

(109.9

)

 

$

(19.8

)

 

$

49.1

 

 

$

70.9

 

 

$

9.7

 

$

(0.7

)

Adjustments to reconcile net income (loss)    to net cash provided by (used in)    operating activities

Loss (income) from discontinued    operations

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(2.9

)

 

 

3.2

 

 

 

–

 

 

0.3

 

Depreciation and amortization

–

–

–

116.8

14.2

–

131.0

Provision for doubtful accounts

–

–

–

196.9

8.7

–

205.6

Deferred income taxes

(2.2

)

–

–

–

–

–

(2.2

)

Amortization of loan costs

–

4.6

0.3

–

–

–

4.9

Accretion of principal on senior discount    notes

–

–

19.5

–

–

–

19.5

Loss on disposal of assets

–

–

–

0.9

–

–

0.9

Stock compensation

2.5

–

–

–

–

–

2.5

Changes in operating assets and    liabilities, net of effects of acquisitions:

   Equity in earnings of subsidiaries

(3.7

)

–

–

–

–

3.7

–

   Accounts receivable

–

–

–

(217.5

)

(6.1

)

–

(223.6

)

   Inventories

–

–

–

(4.3

)

0.2

–

(4.1

)

   Prepaid expenses and other current assets

(4.5

)

–

–

(17.6

)

2.4

–

(19.7

)

   Accounts payable

–

–

–

5.6

6.6

–

12.2

   Accrued expenses and other liabilities

4.9

(0.2

)

–

75.3

(21.6

)

(13.4

)

45.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating    activities – continuing operations

 

 

(3.7

)

 

 

(105.5

)

 

 

–

 

 

 

202.3

 

 

 

78.5

 

 

 

–

 

 

171.6

 

Net cash provided by operating activities –    discontinued operations

 

 

–

 

 

 

–

 

 

 

–

 

 

 

0.2

 

 

 

1.3

 

 

 

–

 

 

 

1.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating    activities

 

 

(3.7

)

 

 

(105.5

)

 

 

–

 

 

 

202.5

 

 

 

79.8

 

 

 

–

 

 

 

173.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Investing activities:**

 

Acquisitions

–

–

–

(0.2

)

–

–

(0.2

)

Capital expenditures

–

–

–

(118.1

)

(3.5

)

–

(121.6

)

Purchases of marketable securities

–

–

–

–

(90.0

)

–

(90.0

)

Sales of marketable securities

–

–

–

–

63.7

–

63.7

 

Other

–

–

–

–

1.5

–

1.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities –    continuing operations

–

–

–

(118.3

)

(28.3

)

–

(146.6

)

Net cash provided by (used in) operating    activities – discontinued operations

–

–

–

3.1

(0.3

)

–

2.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(115.2

)

 

 

(28.6

)

 

 

–

 

 

(143.8

)

113

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFor the year ended June 30, 2008(continued)**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

**Financing activities:**

 

Payments of long-term debt

–

(7.8

)

–

–

–

–

(7.8

)

Payments to retire stock, equity incentive    units and stock options

–

–

–

(0.2

)

–

–

(0.2

)

Cash provided by (used in) intercompany    activity

3.7

113.3

–

(17.0

)

(100.0

)

–

–

Exercise of stock options

–

–

–

0.2

–

–

0.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing    activities

 

 

3.7

105.5

–

(17.0

)

(100.0

)

–

(7.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash    equivalents

–

–

–

70.3

(48.8

)

–

21.5

Cash and cash equivalents, beginning of    period

–

–

–

11.7

108.4

–

120.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

–

 

$

–

 

$

–

 

$

82.0

 

$

59.6

 

 

$

–

 

 

$

141.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

114

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFor the year ended June 30, 2009**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

**Operating activities:**

Net income (loss)

 

$

28.6

 

$

(93.8

)

 

$

(22.1

)

 

$

132.5

 

 

$

23.2

 

 

$

(39.8

)

 

$

28.6

Adjustments to reconcile net income (loss)    to net cash provided by (used in)    operating activities

Income from discontinued operations

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(0.6

)

 

 

(0.3

)

 

 

–

 

 

(0.9

)

Depreciation and amortization

–

–

–

116.4

14.2

–

130.6

Provision for doubtful accounts

–

–

–

200.7

10.1

–

210.8

Deferred income taxes

5.6

–

–

–

–

–

5.6

Amortization of loan costs

–

5.1

0.3

–

–

–

5.4

Accretion of principal on senior discount    notes

–

–

21.8

–

–

–

21.8

Gain  on disposal of assets

–

–

–

(2.3

)

–

–

(2.3

)

Stock compensation

4.4

–

–

–

–

–

4.4

Impairment loss

–

–

–

6.2

–

–

6.2

Realized holding loss on investments

–

–

–

–

0.6

–

0.6

Changes in operating assets and    liabilities, net of effects of acquisitions:

   Equity in earnings of subsidiaries

(49.2

)

–

–

–

–

49.2

–

   Accounts receivable

–

–

–

(182.2

)

(3.0

)

–

(185.2

)

   Inventories

–

–

–

0.8

0.2

–

1.0

   Prepaid expenses and other current assets

–

–

–

7.6

(20.6

)

–

(13.0

)

   Accounts payable

–

–

–

(24.6

)

(2.7

)

–

(27.3

)

   Accrued expenses and other liabilities

10.6

6.8

–

29.6

83.4

(9.4

)

121.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating    activities – continuing operations

 

 

–

 

 

(81.9

)

 

 

–

 

 

 

284.1

 

 

 

105.1

 

 

 

–

 

 

307.3

 

Net cash provided by operating activities –    discontinued operations

 

 

–

 

 

 

–

 

 

 

–

 

 

 

0.6

 

 

 

0.3

 

 

 

–

 

 

 

0.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating    activities

 

 

–

 

 

(81.9

)

 

 

–

 

 

 

284.7

 

 

 

105.4

 

 

 

–

 

 

 

308.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Investing activities:**

 

Acquisitions

–

–

–

(4.4

)

–

–

(4.4

)

Capital expenditures

–

–

–

(122.3

)

(9.8

)

–

(132.1

)

Proceeds from asset dispositions

–

–

–

4.9

–

–

4.9

 

Other

–

–

–

(1.7

)

(0.3

)

–

(2.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

–

 

 

 

–

 

 

 

–

 

 

 

(123.5

)

 

 

(10.1

)

 

 

–

 

 

(133.6

)

115

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFor the year ended June 30, 2009(continued)**

 

 

**Parent**

 

**Issuers of 9.0% Notes**

 

**Issuers of 11.25% Notes**

 

**Guarantor Subsidiaries**

 

**Combined Non-Guarantors**

 

**Eliminations**

 

**Total Consolidated**

 

 

 

 

*(In millions)*

**Financing activities:**

 

Payments of long-term debt

–

(7.8

)

–

–

–

–

(7.8

)

Payments to retire stock, equity incentive    units and stock options

–

–

–

(0.2

)

–

–

(0.2

)

Cash provided by (used in) intercompany    activity

–

89.7

–

(74.7

)

(15.0

)

–

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing    activities

 

 

–

81.9

–

(74.9

)

(15.0

)

–

(8.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash    equivalents

–

–

–

86.3

80.3

–

166.6

Cash and cash equivalents, beginning of    period

–

–

–

82.0

59.6

–

141.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

–

 

$

–

 

$

–

 

$

168.3

 

$

139.9

 

 

$

–

 

 

$

308.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

116

**10.  Income Taxes**

        Significant components of income tax expense/benefit attributable to continuing operations are as follows (in millions):

 

 

 

**2007**

 

 

**2008**

 

 

**2009**

 

 

 
****
 

 
****
 

 
****
Current:

 

 

 

 

 

 

 

 

 

   Federal

 

$

0.9   

 

$

1.5   

 

$

8.2   

   State

 

 

0.1   

 

 

2.4   

 

 

2.2   

 

 

 

 

 

 

 

 

 

 

1.0   

 

 

3.9  

 

 

10.4   

Deferred:

 

   Federal

(13.7)  

(1.2)  

 

7.9   

   State

(4.8)  

(8.6)  

 

(1.0)  

 

 

 

 

 

 

 

 

(18.5)  

(9.8)  

 

6.9   

Change in valuation allowance

 

 

5.9   

 

 

7.6   

 

 

(1.3)  

 

 

 

 

 

 

 

Total

 

$

(11.6)  

 

$

1.7  

 

$

16.0   

 

 

 

 

 

 

 

        The following table presents the income taxes associated with continuing operations and discontinued operations as reflected in the accompanying consolidated statementsof operations (in millions).

  

 

 

**2007**

 

 

**2008**

 

 

**2009**

 

 

 
****
 

 
****
 

 
****
Continuing operations

 

$

(11.6)  

 

$

1.7   

 

$

16.0   

Discontinued operations

 

 

(9.5)  

 

 

(0.2)  

 

 

0.6   

 

 

 

 

 

 

 

Total

 

$

(21.1)  

 

$

1.5   

 

$

16.6   

 

 

 

 

 

 

 

        The increases in the valuation allowance during all three years presented result from state net operating loss carryforwards that may not ultimately be utilized becauseof the uncertainty regarding Vanguard’s ability to generate taxable income in certain states. The effective income tax rate differed from the federal statutory rate for the years ended June 30, 2007, 2008 and 2009 as follows:

 

 

**2007**

 

**2008**

 

**2009**

 

 
****
 
****
 
****
Income tax expense at federal statutory rate

 

35.0%  

 

35.0%  

 

35.0%  

   Income tax expense at state statutory rate

 

3.6     

 

(564.6)    

 

0.9     

   Nondeductible expenses and other

 

(0.6)    

 

44.0     

 

3.6     

   Change in valuation allowance

(4.7)    

616.4     

 

(2.9)    

   Nondeductible impairment loss

(24.0)    

–     

–     

 

 

 

 

   Effective income tax rate

 

9.3%  

 

130.8%  

 

36.6%  

 

 

 

 

117

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and theamounts used for income tax purposes. Significant components of Vanguard’s deferred tax assets and liabilities as of June 30, 2008 and 2009, were as follows (in millions):

 

 

**2008**

        

**2009**

Deferred tax assets:

 

 

  Net operating loss carryover

 

$

       69.7

 

 

$

        33.7

 

  Excess tax basis over book basis of accounts receivable

 

 

8.2

 

 

10.2

 

  Accrued expenses and other

24.7

42.2

  Deferred loan costs

2.3

1.4

  Professional and general liabilities reserves

16.4

21.6

  Health plan claims, workers compensation and employee health reserves

9.4

13.7

  Alternative minimum tax credit and other credits

3.4

–

  Deferred interest expense

–

30.9

 

Total deferred tax assets

134.1

153.7

  Valuation allowance

(29.9

)

(28.6

)

 

Total deferred tax assets, net of valuation allowance

 

104.2

 

125.1

 

 

 

Deferred tax liabilities:

  Depreciation, amortization and fixed assets basis differences

 

29.3

 

33.1

  Excess book basis over tax basis of prepaid assets and other

8.0

24.4

 

Total deferred tax liabilities

37.3

57.5

 

Net deferred tax assets and liabilities

$

66.9

$

67.6

 

 

 

 

 

 

        Net non-current deferred tax assets of $42.4 million and $38.0 million as of June 30, 2008 and 2009, respectively, are included in the accompanying consolidated balancesheets in other assets. Net current deferred tax assets were $24.5 million and $29.6 million as of June 30, 2008 and 2009, respectively.

        As of June 30, 2009, Vanguard had generated net operating loss (“NOL”) carryforwards for federal income tax purposes and state income tax purposes of approximately $9.0million and $560.0 million, respectively. The significant decrease in the federal income tax NOL carryforward from $107.0 million as of June 30, 2008 to $9.0 million as of June 30, 2009 and the related $30.9 million deferred tax asset recognized during fiscal 2009 isprimarily due to certain interest deductions that Vanguard determined will not be deductible until paid. The federal and state NOL carryforwards expire from 2020 to 2027 and 2010 to 2028, respectively. Approximately $2.5 million of these NOLs are subject to annuallimitations for federal purposes. These limitations are not expected to significantly affect Vanguard’s ability to ultimately recognize the benefit of these NOLs in future years.

**Accounting for Uncertainty in Income Taxes**

        Effective July 1, 2007, Vanguard adopted the provisions of FIN 48. In connection with the adoption of FIN 48, Vanguard recorded a $0.4 million net liability forunrecognized tax benefits, accrued interest and penalties.

118

        The table below summarizes the total changes in unrecognized tax benefits during the years ended June 30, 2008 and 2009 (in millions).

Balance at July 1, 2007

$

           0.4

 

Additions based on tax positions related to the current year

 

–

 

Additions for tax positions of prior years

 

0.2

 

Reductions for tax positions of prior years

 

–

 

Settlements

 

–

 

 

 

 

Balance at June 30, 2008

$

0.6

 

Additions based on tax positions related to the current year

–

 

Additions for tax positions of prior years

2.9

 

Reductions for tax positions of prior years

(0.3

)

Settlements

–

 

 

 

Balance at June 30, 2009

$

3.2

 

 

        The $3.2 million balance as of June 30, 2009 of unrecognized tax benefits would impact the effective tax rate if recognized.

        The provisions of FIN 48 allow for the classification of interest on an underpayment of income taxes, when the tax law required interest to be paid, and penalties, when atax position does not meet the minimum statutory threshold to avoid payment of penalties, in income taxes, interest expense or another appropriate expense classification based on the accounting policy election of the company. Vanguard has elected to classify interestand penalties related to the unrecognized tax benefits as a component of income tax expense. During the years ended June 30, 2008 and 2009, Vanguard recognized approximately $20,000 and $40,000, respectively, of such interest and penalties.

        $2.6 million of the current year increase in the FIN 48 liability was formerly accounted for as a reduction in Vanguard’s net operating loss carryforward deferredtax asset. This amount is now accounted for as a tax liability due to Vanguard utilizing its federal net operating loss carryforward during the period.

        Vanguard’s U.S. federal income tax returns for tax years 2005 and beyond remain subject to examination by the Internal Revenue Service.

**11.  Stockholders’ Equity**

        Vanguard has the authority to issue 1,000,000 shares of common stock, par value $.01 per share.

**Common Stock of Vanguard and Class A Membership Units of Holdings**

        In connection with the Blackstone merger, Blackstone, Morgan Stanley Capital Partners and its affiliates (collectively, “MSCP”), management and otherinvestors purchased $624.0 million of Class A Membership Units of Holdings. Holdings then invested the $624.0 million in the common stock of Vanguard, and in addition Blackstone invested $125.0 million directly in the common stock of Vanguard.  In February 2005,other investors purchased approximately $0.6 million of Class A membership units of Holdings. Holdings then invested the $0.6 million in the common stock of Vanguard.

**Equity Incentive Membership Units of Holdings**

        In connection with the Blackstone merger, certain members of senior management purchased Class B, Class C and Class D membership units in Holdings (collectively the“equity incentive units”) for approximately $5.7 million pursuant to the Amended and Restated Limited Liability Company Operating Agreement of Holdings dated September 23, 2004 (“LLC Agreement”). Vanguard determined the value of the equityincentive units by utilizing appraisal information. The Class B and D units vest 20% on each of the first five anniversaries of the purchase date, while the Class C units vest on the eighth anniversary of the purchase date subject to accelerated vesting uponthe

119

occurrence of a sale by Blackstone of at least 25% of its Class A units at a price per unit exceeding 2.5 times the per unit price paid on September 23, 2004.  Upon a change of control (as defined in the LLCAgreement), all Class B and D units fully vest, and Class C units fully vest if the change in control constitutes a liquidity event (as defined in the LLC Agreement). In exchange for a cash payment of $5.7 million, Vanguard issued to Holdings 83,890 warrants with anexercise price of $1,000 per share and 35,952 warrants with an exercise price of $3,000 per share to purchase Vanguard’s common stock. The warrants may be exercised at any time. Vanguard reserved 119,842 shares of its common stock to be issued upon exercise ofthe warrants.

        During the years ended June 30, 2007, 2008 and 2009, Vanguard and Holdings repurchased a total of 7,491 outstanding equity incentive units from former executive officersfor approximately $0.4 million. The purchase price for unvested units was based upon the lower of cost or fair market value (determined by an independent appraisal) or the lower of cost or fair market value less a 25% discount, as set forth in the LLC Agreement. Thepurchase price for vested units was fair market value or fair market value less a 25% discount.

**Put and Call Features of Acquisition Subsidiary Stock**

        For a period of 30 days commencing June 1, 2007 and each June 1 thereafter, University of Chicago Hospitals (“UCH”) has the right to require Vanguard topurchase its shares in the subsidiary that acquired Louis A. Weiss Memorial Hospital for a purchase price equal to four times the acquisition subsidiary’s Adjusted EBITDA (as defined in the shareholders agreement between the parties) for the most recent 12months of operations less all indebtedness of the acquisition subsidiary (including capital leases) at such time, multiplied by UCH’s percentage interest in the acquisition subsidiary on the date of purchase. Similarly, during the same 30-day periods, Vanguardhas the right to require UCH to sell to it UCH’s shares in the acquisition subsidiary for a purchase price equal to the greater of (i) six times the acquisition subsidiary’s Adjusted EBITDA (as defined in the shareholders agreement among the parties) forthe most recent 12 months of operations less all indebtedness of the acquisition subsidiary (including capital leases) at such time, times UCH’s percentage interest in the acquisition subsidiary on the date of purchase, and (ii) the price paid by UCH for itsinterest in the acquisition subsidiary minus dividends or other distributions to UCH in respect of that interest.

**12.  Comprehensive Income (Loss)**

**       ** Comprehensive income consists of two components: net income (loss) and other comprehensive income (loss). Other comprehensive income refers to revenues,expenses, gains and losses that under SFAS 130, *Reporting Comprehensive Income,* are recorded as an element of stockholders’ equity but are excluded from net income. The following table presents the components of comprehensive income (loss) for the yearsended June 30, 2007, 2008 and 2009 (in millions).

  

 

 

**June 30, 2007**

 

 

**June 30 2008**

 

 

**June 30 2009**

 

 

 
****
 

 
****
 

 
****
Net income (loss)

 

$

(132.7)  

 

$

(0.7)  

 

$

28.6   

Change in fair value of interest rate swap

 

 

–   

 

 

4.6   

 

 

(11.5)  

Change in unrealized holding losses on auction rate securities

 

 

–   

 

 

–   

 

 

(4.1)  

Change in income tax (expense) benefit

 

–   

 

(1.8)  

 

6.0   

 

      Comprehensive income (loss)

$

(132.7)  

$

2.1   

$

19.0   

 

 

 

 

 

 

 

120

        The components of accumulated other comprehensive income (loss) as of June 30, 2008 and June 30, 2009 are as follows (in millions).

 

 

 

**June 30, 2008**

 

 

         

**June 30, 2009**

 

 

 

 

 

 

 

 

Fair value of interest rate swap

 

$

4.6

$

(6.9

)

Unrealized holding loss on investments in auction rate securities

 

 

–

 

 

 

(4.1

)

Income tax (expense) benefit

(1.8

)

 

4.2

   Accumulated other comprehensive income (loss)

 

$

2.8

 

 

$

(6.8

)

 

 

 

 

 

 

 

**13.  Stock Based Compensation**

        As previously discussed, Vanguard used the minimum value pricing model permitted under SFAS 123 to determine stock compensation costs related to stock option grants priorto July 1, 2006.  On July 1, 2006, Vanguard adopted the provisions of SFAS 123(R), to account for stock option grants subsequent to July 1, 2006.  Vanguard adopted SFAS 123(R) on a prospective basis as required for companies that chose to adopt SFAS 123using the transition guidance set forth in SFAS 148. During fiscal years 2007, 2008 and 2009, Vanguard incurred stock compensation of $1.2 million and $2.5 million and $4.4 million, respectively, related to grants under its 2004 Stock Incentive Plan.

**2004 Stock Incentive Plan**

        After the Blackstone merger, Vanguard adopted the 2004 Stock Incentive Plan (“the 2004 Option Plan”). As of June 30, 2009, the 2004 Option Plan, as amended,allows for the issuance of up to 105,611 options to purchase common stock of Vanguard to its employees, members of its Board of Directors or other service providers of Vanguard or any of its affiliates. The stock options may be granted as Liquidity Event Options,Time Options or Performance Options at the discretion of the Board. The Liquidity Event Options vest 100% at the eighth anniversary of the date of grant and have an exercise price per share as determined by the Board or a committee thereof. The Time Options vest 20%at each of the first five anniversaries of the date of grant and have an exercise price per share as determined by the Board or a committee thereof.  The Performance Options vest 20% at each of the first five anniversaries of the date of grant and have anexercise price equal to $3,000 per share or as determined by the Board. The Time Options and Performance Options immediately vest upon a change of control, while the Liquidity Event Options immediately vest only upon a qualifying Liquidity Event, as defined in thePlan Document. As of June 30, 2009, 102,455 options were outstanding under the 2004 Option Plan, as amended.

121

        The following tables summarize options transactions during the years ended June 30, 2007, 2008 and 2009.

 

 

**2004 Stock Incentive Plan**

 

 
****
 

**# of Options**

**Wtd Avg Exercise Price**

 

 
****
 

 
****
Options outstanding at June 30, 2006

70,657

$

1,644.12

   Options granted

10,110

1,715.06

   Options exercised

(195

)

1,000.00

   Options cancelled

(14,998

)

1,624.81

 

 
****
 
****
Options outstanding at June 30, 2007

65,574

1,661.39

   Options granted

30,583

1,611.90

   Options exercised

(168

)

1,038.49

   Options cancelled

(7,291

)

1,667.85

 

Options outstanding at June 30, 2008

88,698

1,644.97

   Options granted

17,341

1,634.36

   Options exercised

–

–

   Options cancelled

(3,584

)

1,648.93

 

Options outstanding at June 30, 2009

102,455

$

1,643.04

 

 

 

Options available for grant at June 30, 2009

 

2,652

 

$

1,640.19

 

 

 

Options exercisable at June 30, 2009

 

27,436

 

$

1,960.02

 

 

 

        The following table provides information relating to the 2004 Option Plan during each period presented.

 

 

**Year ended June 30,**

 

 
****
 

 

**2007**

 

 

**2008**

 

** **

**2009**

    

 

 
****
 

 
****
 

** **
****
 

Weighted average fair value of options granted during each year

$

      590.70

 

$

       408.59

 

$

       315.20

Intrinsic value of options exercised during each year (in millions)

$

0.1

 

$

0.1

 

$

–

 

Fair value of outstanding options that vested during each year (in millions)

$

1.0

$

1.2

$

1.6

        The following table sets forth certain information regarding vested options at June 30, 2009, options expected to vest subsequent to June 30, 2009 and the total optionsexpected to vest over the life of all options granted.

 

 

 

**Currently Vested**

 

 

 

**Additional Expected to Vest**

 

 

**Total Expected to Vest**

 

 

 

 

 

 

 

 

Number of options at June 30, 2009

 

 

           27,436

 

 

 

         54,584

 

 

             82,020

Weighted average exercise price

 

$

1,960.02

 

 

$

1,192.32

 

$

1,449.12

Aggregate intrinsic value at June 30, 2009 (in millions)

 

$

5.9

 

 

$

13.4

 

$

19.2

Weighted average remaining contractual term

6.43 years

7.5 years

7.1 years

**14.  Defined Contribution Plan**

        Effective June 1, 1998, Vanguard adopted its defined contribution employee benefit plan, the Vanguard 401(k) Retirement Savings Plan (the “401(k) Plan”). The401(k) Plan is a multiple employer defined contribution plan whereby employees who are age 21 or older are eligible to participate.

        The 401(k) Plan allows eligible employees to make contributions of 2% to 20% of their annual compensation. Employer matching contributions, which vary by employer, vest20% after two years of service and continue vesting

122

at 20% per year until fully vested. For purposes of determining vesting percentages in the 401(k) Plan, many employees received credit for years of service with their respective predecessor companies.Vanguard’s matching expense for the years ended June 30, 2007, 2008 and 2009 was approximately $13.8 million, $14.5 million and $15.7 million, respectively.

**15.  Leases**

        Vanguard leases certain real estate properties and equipment under operating leases having various expiration dates. Future minimum operating lease payments undernon-cancelable leases for each fiscal year presented below are approximately as follows (in millions).

** **

** **

**Operating Leases**

 

 

2010

 

$         30.4

2011

 

           25.8

2012

 

           22.3

2013

           17.8

2014

           14.4

Thereafter

           42.3

 

Total minimum lease payments

 

$       153.0

 

 

        During the years ended June 30, 2007, 2008 and 2009, rent expense was approximately $37.4 million, $41.8 million and $43.5 million, respectively.

**16.  Contingencies and Healthcare Regulation**

**Contingencies**

        Vanguard is presently, and from time to time, subject to various claims and lawsuits arising in the normal course of business. In the opinion of management, the ultimateresolution of these matters is not expected to have a material adverse effect on Vanguard’s financial position or results of operations.

**Professional and General Liability Insurance**

        Given the nature of its operating environment, Vanguard is subject to professional and general liability claims and related lawsuits in the ordinary course of business.For professional and general liability claims incurred from June 1, 2002 to May 31, 2006, Vanguard’s wholly owned captive subsidiary insured its risks at a $10.0 million retention level. For claims incurred from June 1, 2006 to June 30, 2009, Vanguardself-insured the first $9.0 million per claim, and the captive subsidiary insured the next $1.0 million per claim. Vanguard’s captive subsidiary maintains excess coverage from independent third party insurers on a claims-made basis for individual claimsexceeding $10.0 million up to $75.0 million, but limited to total annual payments of $65.0 million in the aggregate. In April 2009, a jury awarded damages to the plaintiff in a professional liability case against one of Vanguard’s hospitals in the amount ofapproximately $14.9 million, which exceeded Vanguard’s captive subsidiary’s $10.0 million self insured limit. Based upon this verdict, Vanguard increased its professional and general liability reserve for the year ended June 30, 2009, by the excess of theverdict amount over its previously established case reserve estimate and recorded a receivable from its captive subsidiary’s third party excess carrier for that portion exceeding $10.0 million. Vanguard then reduced this receivable by the additional premium dueto the excess carrier under Vanguard’s retrospectively rated insurance policy for that particular policy year. Vanguard has appealed this verdict since most of the verdict represented non-economic damages like pain and suffering, but can not predict whether ornot the verdict will be reduced upon appeal at this time.

123

**Governmental Regulation**

        Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Vanguard’s managementbelieves that it is in compliance with all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action includingfines, penalties, and exclusion from the Medicare, Medicaid and other federal healthcare programs. Vanguard is not aware of any material regulatory proceeding or investigation underway or threatened involving allegations of potential wrongdoing.

**Reimbursement**

        Final determination of amounts earned under prospective payment and cost-reimbursement activities is subject to review by appropriate governmental authorities or theiragents. In the opinion of Vanguard’s management, adequate provision has been made for any adjustments that may result from such reviews.

        Laws and regulations governing the Medicare and Medicaid and other federal healthcare programs are complex and subject to interpretation. Vanguard’s managementbelieves that it is in compliance with all applicable laws and regulations in all material respects and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing related to Medicare and Medicaid programs. While no suchregulatory inquiries have been made, Vanguard’s compliance with such laws and regulations is subject to future government review and interpretation. Non-compliance with such laws and regulations could result in significant regulatory action including fines,penalties, and exclusion from the Medicare, Medicaid and other federal healthcare programs.

**Acquisitions**

        Vanguard has acquired and may continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities, includingliabilities for failure to comply with healthcare laws and regulations, such as billing and reimbursement, fraud and abuse and similar anti-referral laws. Although Vanguard institutes policies designed to conform practices to its standards following the completion ofits acquisitions, there can be no assurance that it will not become liable for past activities of prior owners that may later be asserted to be improper by private plaintiffs or government agencies. Although Vanguard generally seeks to obtain indemnification fromprospective sellers covering such matters, there can be no assurance that any such matter will be covered by indemnification, or if covered, that such indemnification will be adequate to cover potential losses and fines.

**Employment-Related Agreements**

        Effective June 1, 1998, Vanguard executed employment agreements with three of its current senior executive officers. Vanguard executed an employment agreement with afourth current senior executive officer on September 1, 1999. The employment agreements were amended on September 23, 2004 to extend the term of each employment agreement another 5 years and to provide that the Blackstone merger did not constitute a change ofcontrol, as defined in the agreements. On November 15, 2007, Vanguard entered into written employment agreements with two other executive officers for terms expiring on November 15, 2012. The employment agreements will renew automatically for additional one-yearperiods, unless terminated by Vanguard or the executive officer. The employment agreements provide, among other things, for minimum salary levels, for participation in bonus plans, and for amounts to be paid as liquidated damages in the event of a change in controlor termination by Vanguard without cause.

        Vanguard has executed severance protection agreements (“severance agreements”) between Vanguard and each of its other officers who do not have employmentagreements. The severance agreements are automatically extended for successive one year terms at the discretion of Vanguard unless a change in control occurs, as defined in the severance agreement, at which time the severance agreement continues in effect for aperiod of not less than three years beyond the date of such event. Vanguard may be obligated to pay severance payments as set forth in the severance agreements in the event of a change in control and the termination of the executive’s employment ofVanguard.

124

**Guarantees**

       *Physician Guarantees*

        In the normal course of its business, Vanguard enters into physician relocation agreements under which it guarantees minimum monthly income, revenues or collections orguarantees reimbursement of expenses up to maximum limits to physicians during a specified period of time (typically, 12 months to 24 months). In return for the guarantee payments, the physicians are required to practice in the community for a stated period of time(typically, 3 to 4 years) or else return the guarantee payments to Vanguard. In January 2006, Vanguard adopted Financial Accounting Standards Board Staff Position FIN 45-3, *Application of FASB Interpretation No. 45 to Minimum Revenue Guarantees Granted to aBusiness or Its Owners* (“FSP 45-3”).  FSP 45-3 requires that a liability be recorded at fair value for all guarantees entered into on or after January 1, 2006. Vanguard determines this liability and an offsetting intangible asset by calculatingan estimate of expected payments to be made over the guarantee period. Vanguard reduces the liability as it makes guarantee payments and amortizes the intangible asset over the term of the physicians’ relocation agreements. Vanguard also estimates the fairvalue of liabilities and offsetting intangible assets related to payment guarantees for physician service agreements for which no repayment provisions exist. As of June 30, 2009, Vanguard had a net intangible asset of $8.4 million and a remaining liability of $3.0million related to these physician income and service guarantees. The maximum amount of Vanguard’s unpaid physician income and service guarantees under FSP 45-3 as of June 30, 2009 was approximately $5.1 million.

       *Other Guarantees*

        As part of its contract with the Arizona Health Care Cost Containment System, one of Vanguard’s health plans, Phoenix Health Plan, is required to maintain aperformance guarantee, the amount of which is based upon Plan membership and capitation premiums received.  As of June 30, 2009, Vanguard maintained this performance guarantee in the form of $40.0 million of surety bonds with independent third party insurerscollateralized by letters of credit of approximately $5.0 million. These surety bonds expire on September 30, 2009.

**17.  Related Party Transactions**

        Pursuant to the Blackstone merger agreement, Vanguard entered into a transaction and monitoring fee agreement with Blackstone and Metalmark Subadvisor LLC(“Metalmark SA”), which is an affiliate of Metalmark Capital LLC, which has shared voting or investment power in Holdings’ units owned by the MSCP Funds.  Under the terms of the agreement, Vanguard agreed to pay Blackstone and Metalmark SA anannual monitoring fee of $4.0 million and $1.2 million, respectively, plus out of pocket expenses. The monitoring fee represents compensation to Blackstone and Metalmark SA for their advisory and consulting services with respect to financing transactions, strategicdecisions, dispositions or acquisitions of assets and other Vanguard affairs from time to time. Blackstone also has the option under the agreement to elect at any time in anticipation of a change in control or initial public offering to require Vanguard to pay bothBlackstone and Metalmark SA a lump sum monitoring fee, calculated as the net present value of future annual monitoring fees assuming a remaining ten-year payment period, in lieu of the remaining annual monitoring fee payments. If Blackstone chooses a lump sumpayment, Metalmark SA is entitled to receive not less than 15% of the sum of the initial $20.0 million Blackstone transaction fee and the cumulative monitoring fees and lump sum monitoring fee paid to Blackstone less the cumulative aggregate monitoring fees paid toMetalmark SA to date. During the years ended 2007 and 2009, Vanguard paid $4.0 million and $1.2 million in monitoring fees to Blackstone and Metalmark SA, respectively. During fiscal 2008, Vanguard paid approximately $5.2 million and $1.2 million in monitoring feesand expenses to Blackstone and Metalmark SA, respectively.

        Blackstone and Metalmark SA have the ability to control Vanguard’s policies and operations, and their interests may not in all cases be aligned withVanguard’s interests. Vanguard also conducts business with other entities controlled by Blackstone or Metalmark SA. Vanguard’s results of operations could be materially different as a result of Blackstone and Metalmark SA’s control than such resultswould be if Vanguard were autonomous.

        Effective July 1, 2008, Vanguard entered into an Employer Health Program Agreement with Equity Healthcare LLC (“Equity Healthcare”), which is an affiliate ofBlackstone.  Equity Healthcare negotiates with providers of standard administrative services for health benefit plans as well as other related services for cost discounts and

125

quality of service monitoring capability by Equity Healthcare.  Equity Healthcare receives from Vanguard a fee of $2 per employee per month (“PEPM Fee”).  As of June 30, 2009, Vanguard hasapproximately 11,750 employees enrolled in these health and welfare benefit plans.

**18.          Segment Information**

        Vanguard’s acute care hospitals and related healthcare businesses are similar in their activities and economic environments in which they operate (i.e. urbanmarkets). Accordingly, Vanguard’s reportable operating segments consist of 1) acute care hospitals and related healthcare businesses, collectively, and 2) health plans consisting of MacNeal Health Providers, a contracting entity for MacNeal Hospital and WeissMemorial Hospital in the metropolitan Chicago area, Phoenix Health Plan, a Medicaid managed health plan operating in Arizona, and Abrazo Advantage Health Plan, a Medicare and Medicaid dual eligible managed health plan operating in Arizona. The following tablesprovide financial information by business segment for the years ended June 30, 2007, 2008 and 2009.

126

 

 

**For the Year Ended June 30, 2007**

 

 

 

 

**Health Plans**

**Acute Care Services**

**Eliminations**

**Consolidated**

 

 

*(In millions)*

Patient service revenues (1)

   $             –

   $     2,179.3

   $              –

   $     2,179.3

Capitation premiums

             401.4

                  –

                   –

             401.4

Inter-segment revenues

                  –

               34.2

              (34.2)

                  –

 

   Total revenues

             401.4

          2,213.5

              (34.2)

          2,580.7

Salaries and benefits (excludes stock    compensation of $1.2 million)

               14.7

          1,052.0

                   –

          1,066.7

Supplies

                 0.2

             421.6

                   –

             421.8

Health plan claims expense (1)

             297.0

                  –

                   –

             297.0

Provision for doubtful accounts

                  –

             175.2

                   –

             175.2

Other operating expenses – external

               27.3

             347.7

                   –

             375.0

Operating expenses – inter-segment

               34.2

                  –

              (34.2)

                  –

 

   Total operating expenses

             373.4

          1,996.5

              (34.2)

         2,335.7

   Segment EBITDA (2)

               28.0

             217.0

                   –

             245.0

Depreciation and amortization

                 4.3

             114.3

                   –

             118.6

Interest, net

                (5.8)

             129.6

                   –

             123.8

Minority interests

                  –

                 2.6

                   –

                 2.6

Equity method income

                  –

                (0.9)

                   –

                (0.9)

Stock compensation

                  –

                 1.2

                  –

                 1.2

Gain on disposal of assets

                  –

                (4.1)

                  –

                (4.1)

Impairment loss

                  –

             123.8

                  –

             123.8

Monitoring fees and expenses

                  –

                 5.2

                  –

                 5.2

   Income (loss) from continuing operations       before income taxes

   $          29.5

   $      (154.7)

   $              –

   $       (125.2)

 

Segment assets

   $        197.3

   $    2,340.8

   $              –

   $     2,538.1

 

Capital expenditures

   $            0.2

   $       164.1

   $              –

   $        164.3

 

____________________

(1)

 

Vanguard eliminates in consolidation those patient service revenues earned by its hospitals and related healthcare facilities attributable to services provided to enrollees in its owned health plans and also eliminates thecorresponding medical claims expenses incurred by the health plans for those services.

 

 

 

(2)

 

Segment EBITDA is defined as income before interest expense (net of interest income), income taxes, depreciation and amortization, minority interests, equity method income or loss, stock compensation, debt extinguishmentcosts, gain or loss on disposal of assets, monitoring fees and expenses, impairment loss, realized loss on investments and discontinued operations. Management uses Segment EBITDA to measure performance for Vanguard’s segments and to develop strategic objectivesand operating plans for those segments. Segment EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of which results from acquisitions accounted for under the purchase method of accounting.Segment EBITDA also eliminates the effects of changes in interest rates which management believes relate to general trends in global capital markets, but are not necessarily indicative of the operating performance of Vanguard’s segments. Management believesthat Segment EBITDA provides useful information about the financial performance of Vanguard’s segments to investors, lenders, financial analysts and rating agencies. Additionally, management believes that investors and lenders view Segment EBITDA as animportant factor in making investment decisions and assessing the value of Vanguard. Segment EBITDA is not a substitute for net income, operating cash flows or other cash flow statement data determined in accordance with accounting principles generally accepted inthe United States. Segment EBITDA, as presented, may not be comparable to similarly titled measures of other companies.

127

 

 

**For the Year Ended June 30, 2008**

 

 

 

 

**Health Plans**

**Acute Care Services**

**Eliminations**

**Consolidated**

 

 

*(In millions)*

Patient service revenues (1)

   $             –

   $     2,340.5

   $              –

   $     2,340.5

Capitation premiums

             450.2

                  –

                   –

             450.2

Inter-segment revenues

                  –

               31.2

              (31.2)

                  –

 

   Total revenues

             450.2

          2,371.7

              (31.2)

          2,790.7

Salaries and benefits (excludes stock    compensation of $2.5 million)

               16.0

          1,134.2

                   –

          1,150.2

Supplies

                 0.2

             434.3

                   –

             434.5

Health plan claims expense (1)

             328.2

                  –

                   –

             328.2

Provision for doubtful accounts

                  –

             205.6

                   –

             205.6

Other operating expenses – external

               29.9

             375.9

                   –

             405.8

Operating expenses – inter-segment

               31.2

                  –

              (31.2)

                  –

 

   Total operating expenses

             405.5

          2,150.0

              (31.2)

         2,524.3

   Segment EBITDA (2)

               44.7

             221.7

                   –

             266.4

Depreciation and amortization

                 4.2

             126.8

                   –

             131.0

Interest, net

                (4.5)

             126.6

                   –

             122.1

Minority interests

                  –

                 3.0

                   –

                 3.0

Equity method income

                  –

                (0.7)

                   –

                (0.7)

Stock compensation

                  –

                 2.5

                   –

                 2.5

Loss on disposal of assets

                  –

                 0.9

                   –

                 0.9

Monitoring fees and expenses

                  –

                 6.3

                  –

                 6.3

   Income (loss) from continuing operations       before income taxes

   $          45.0

   $        (43.7)

   $              –

   $            1.3

 

Segment assets

   $        181.5

   $     2,400.8

   $              –

   $     2,582.3

 

Capital expenditures

   $            0.6

   $       121.0

   $              –

   $        121.6

 

____________________

(1)

 

Vanguard eliminates in consolidation those patient service revenues earned by its hospitals and related healthcare facilities attributable to services provided to enrollees in its owned health plans and also eliminates thecorresponding medical claims expenses incurred by the health plans for those services.

 

 

 

(2)

Segment EBITDA is defined as income before interest expense (net of interest income), income taxes, depreciation and amortization, minority interests, equity method income or loss, stock compensation, debt extinguishmentcosts, gain or loss on disposal of assets, monitoring fees and expenses, impairment loss, realized loss on investments and discontinued operations. Management uses Segment EBITDA to measure performance for Vanguard’s segments and to develop strategic objectivesand operating plans for those segments. Segment EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of which results from acquisitions accounted for under the purchase method of accounting.Segment EBITDA also eliminates the effects of changes in interest rates which management believes relate to general trends in global capital markets, but are not necessarily indicative of the operating performance of Vanguard’s segments. Management believesthat Segment EBITDA provides useful information about the financial performance of Vanguard’s segments to investors, lenders, financial analysts and rating agencies. Additionally, management believes that investors and lenders view Segment EBITDA as animportant factor in making investment decisions and assessing the value of Vanguard. Segment EBITDA is not a substitute for net income, operating cash flows or other cash flow statement data determined in accordance with accounting principles generally accepted inthe United States. Segment EBITDA, as presented, may not be comparable to similarly titled measures of other companies.

128

 

 

**For the Year Ended June 30, 2009**

 

 

 

 

**Health Plans**

**Acute Care Services**

**Eliminations**

**Consolidated**

 

 

*(In millions)*

Patient service revenues (1)

   $             –

   $     2,521.7

   $              –

   $     2,521.7

Capitation premiums

             678.0

                  –

                   –

             678.0

Inter-segment revenues

                  –

               34.0

              (34.0)

                  –

 

   Total revenues

             678.0

          2,555.7

              (34.0)

          3,199.7

Salaries and benefits (excludes stock    compensation of $4.4 million)

               30.6

          1,205.1

                   –

          1,235.7

Supplies

                 0.3

             456.0

                   –

             456.3

Health plan claims expense (1)

             525.6

                  –

                   –

             525.6

Provision for doubtful accounts

                  –

             210.8

                   –

             210.8

Other operating expenses – external

               36.4

             432.5

                   –

             468.9

Operating expenses – inter-segment

               34.0

                  –

              (34.0)

                  –

 

   Total operating expenses

             626.9

          2,304.4

              (34.0)

         2,897.3

   Segment EBITDA (2)

               51.1

             251.3

                   –

             302.4

Depreciation and amortization

                 4.1

             126.5

                   –

             130.6

Interest, net

                (0.6)

             112.2

                   –

             111.6

Minority interests

                  –

                 3.2

                   –

                 3.2

Equity method income

                  –

                (0.8)

                   –

                (0.8)

Stock compensation

                  –

                 4.4

                   –

                 4.4

Gain on disposal of assets

                  –

                (2.3)

                   –

                (2.3)

Monitoring fees and expenses

                  –

                 5.2

                  –

                 5.2

Realized loss on investments

                  –

                 0.6

                  –

                 0.6

Impairment loss

                  –

                 6.2

                  –

                 6.2

   Income (loss) from continuing operations       before income taxes

   $          47.6

   $          (3.9)

   $              –

   $          43.7

 

Segment assets

   $        250.3

   $     2,480.8

   $              –

   $     2,731.1

 

Capital expenditures

   $            1.7

   $       130.4

   $              –

   $        132.1

 

____________________

(1)

 

Vanguard eliminates in consolidation those patient service revenues earned by its hospitals and related healthcare facilities attributable to services provided to enrollees in its owned health plans and also eliminates thecorresponding medical claims expenses incurred by the health plans for those services.

 

 

 

(2)

Segment EBITDA is defined as income before interest expense (net of interest income), income taxes, depreciation and amortization, minority interests, equity method income or loss, stock compensation, debt extinguishmentcosts, gain or loss on disposal of assets, monitoring fees and expenses, impairment loss, realized loss on investments and discontinued operations. Management uses Segment EBITDA to measure performance for Vanguard’s segments and to develop strategic objectivesand operating plans for those segments. Segment EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of which results from acquisitions accounted for under the purchase method of accounting.Segment EBITDA also eliminates the effects of changes in interest rates which management believes relate to general trends in global capital markets, but are not necessarily indicative of the operating performance of Vanguard’s segments. Management believesthat Segment EBITDA provides useful information about the financial performance of Vanguard’s segments to investors, lenders, financial analysts and rating agencies. Additionally, management believes that investors and lenders view Segment EBITDA as animportant factor in making investment decisions and assessing the value of Vanguard. Segment EBITDA is not a substitute for net income, operating cash flows or other cash flow statement data determined in accordance with accounting principles generally accepted inthe United States. Segment EBITDA, as presented, may not be comparable to similarly titled measures of other companies.

129

**19.  Unaudited Quarterly Operating Results**

        The following table presents summarized unaudited quarterly results of operations for the fiscal years ended June 30, 2008 and 2009. Management believes that allnecessary adjustments have been included in the amounts stated below for a fair presentation of the results of operations for the periods presented when read in conjunction with Vanguard’s consolidated financial statements for the fiscal years ended June 30,2008 and 2009. Results of operations for a particular quarter are not necessarily indicative of results of operations for an annual period and are not predictive of future periods (in millions).

 

 

 

 

**September 30, 2007**

 

 

**December 31, 2007**

 

 

**March 31, 2008**

 

 

**June 30, 2008**

 

 

 

 
****
 

 
****
 

 
****
 

 
****
Total revenues

 

$

662.5 

 

$

686.0 

 

$

725.6 

 

$

716.6 

Net income (loss)

 

$

(6.9)

 

$

0.5 

 

$

6.5 

 

$

(0.8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**September 30, 2008**

 

 

**December 31, 2008**

 

 

**March 31, 2009**

 

 

**June 30, 2009**

 

 

 

 
****
 

 
****
 

 
****
 

 
****
Total revenues

 

$

719.0 

 

$

792.6 

 

$

858.0 

 

$

830.1 

Net income

 

$

0.9 

 

$

10.1 

 

$

15.8 

 

$

1.8 

**Item 9.        Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.**

        None.

**Item 9A(T).           Controls and Procedures.**

        **Evaluation of Disclosure Control and Procedures**

        As of the end of the period covered by this report, our management conducted an evaluation, with the participation of our chief executive officer and chief financialofficer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our chief executive officer and chief financialofficer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the timeperiods specified in Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisionsregarding required disclosure.

130
****
**Report of Management on Internal Control over Financial Reporting**

****

        The management of Vanguard Health Systems, Inc. is responsible for the preparation, integrity and fair presentation of the consolidated financial statements appearing inour periodic filings with the Securities and Exchange Commission. The consolidated financial statements were prepared in conformity with generally accepted accounting principles appropriate in the circumstances and, accordingly, include certain amounts based on ourbest judgments and estimates.

        Management is also responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) under theSecurities and Exchange Act of 1934. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting in accordance with accounting principles generally accepted in the United States ofAmerica. Our internal control over financial reporting includes a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel including a dedicated Compliance department anda written Code of Business Conduct and Ethics adopted by our Board of Directors, applicable to all of our directors, officers and employees.

        Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonableassurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurancethat unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected in a timely manner. Because of its inherent limitations, including the possibility of human error and thecircumvention or overriding of control procedures, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Therefore, even those internal controlsdetermined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

        Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in *Internal Control – IntegratedFramework* issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2009.

        This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the United States Securities and Exchange Commission that permit the Company to provide onlymanagement’s report in this annual report for the year ended June 30, 2009.

**Changes in Internal Control Over Financial Reporting**

        There was no change in our internal control over financial reporting during our fiscal quarter ended June 30, 2009 that materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting.

**Item 9B.     Other Information.**

        None.

131

**PART III**

**Item 10. Directors, Executive Officers****and Corporate Governance.**

        The table below presents information with respect to the members of our board of directors and our executive officers and their ages as of September 1, 2009.

**Name**                                     

** **

**Age**        

**Position**

Charles N. Martin, Jr.

 

66

Chairman of the Board & Chief Executive Officer; Director

Kent H. Wallace

 

54

President & Chief Operating Officer

Keith B. Pitts

 

52

Vice Chairman

Mark R. Montoney, MD

52

Executive Vice President & Chief Medical Officer

Joseph D. Moore

 

62

Executive Vice President

Bradley A. Perkins, MD

50

Executive Vice President-Strategy and Innovation & Chief Transformation Officer

Phillip W. Roe

48

Executive Vice President, Chief Financial Officer & Treasurer

Ronald P. Soltman

 

63

Executive Vice President, General Counsel & Secretary

Dan F. Ausman

54

Senior Vice President-Operations

Reginald M. Ballantyne III

 

65

Senior Vice President-Market Strategy & Government Affairs

Bruce F. Chafin

 

53

Senior Vice President-Compliance & Ethics

Paul T. Dorsa

52

Senior Vice President-Development

Karen Fowler

 

48

Senior Vice President-Physician & Ambulatory Services

Larry Fultz

54

Senior Vice President-Human Resources

Joseph J. Mullany

45

Senior Vice President-Operations

Harold H. Pilgrim III

 

48

Senior Vice President & Chief Development Officer

Graham Reeve

45

Senior Vice President-Operations

James H. Spalding

 

50

Senior Vice President, Assistant General Counsel & Assistant Secretary

Jana S. Stonestreet

56

Senior Vice President & Chief Nursing Executive

Alan G. Thomas

 

55

Senior Vice President-Operations Finance

Thomas M. Ways

 

59

Senior Vice President-Managed Care

Gary D. Willis

 

44

Senior Vice President, Controller & Chief Accounting Officer

Deanna L. Wise

 

40

Senior Vice President & Chief Information Officer

Michael A. Dal Bello

 

38

Director

M. Fazle Husain

45

Director

Alan M. Muney, MD

56

Director

Michael J. Parsons

54

Director

James A. Quella

 

59

Director

Neil P. Simpkins

 

43

Director

        *Charles N. Martin, Jr.* has served as Chairman of the board of directors and Chief Executive Officer of Vanguard since July 1997. Until May 31, 2001, he was alsoVanguard’s President. From January 1992 until January 1997, Mr. Martin was Chairman, President and Chief Executive Officer of OrNda HealthCorp (“OrNda”), a hospital management company. Prior thereto Mr. Martin was President and Chief OperatingOfficer of HealthTrust, Inc., a hospital management company, from September 1987 until October 1991. Mr. Martin is also a director of several privately held companies.

        *Kent H. Wallace* has served as Vanguard’s President  & Chief Operating Officer since September 2005. Prior thereto he was a Senior Vice President -Operations of Vanguard from February 2003 until September 2005. Prior thereto from July 2001 to December 2002 he was Regional Vice President of Province Healthcare Company of Brentwood, Tennessee, an owner and operator of 20 non-urban, acute care hospitals in 13states of the United States. During this time Mr. Wallace had managerial responsibility for seven of these hospitals. From June 1999 until June 2001 Mr. Wallace was President and Chief Executive Officer of Custom Curb, Inc. of Chattanooga, Tennessee, a family ownedcompany which manufactured roof accessories. Prior thereto from January 1997 until May 1999 Mr.

132

Wallace was a Vice President - Acquisitions and Development of Tenet Healthcare Corporation of Dallas, Texas, a hospital management company (“Tenet”).

        *Keith B. Pitts* has been Vanguard’s Vice Chairman since May 2001, was a director of Vanguard from August 1999 until September 2004, and was an Executive VicePresident of Vanguard from August 1999 until May 2001. Prior thereto, from November 1997 until June 1999, he was the Chairman and Chief Executive Officer of Mariner Post-Acute Network, Inc. and its predecessor, Paragon Health Network, Inc., which is a nursing homemanagement company. Prior thereto from August 1992 until January 1997, Mr. Pitts served as Executive Vice President and Chief Financial Officer of OrNda.

        *Mark R. Montoney, MD* has been Vanguard’s Executive Vice President & Chief Medical Officer since December 2008.  Prior to his employment withVanguard, from July 2005 to December 2008 Dr. Montoney was System Vice President and Chief Medical Officer of OhioHealth Corporation, a not-for-profit regional hospital management company headquartered in Columbus, Ohio, which operates 8 hospitals, over 20 health andsurgery centers, and has affiliation agreements with 9 hospitals, within a 40-county area in central Ohio. Prior thereto, from July 2000 to July 2005, Dr. Montoney was Vice President – Quality & Clinical Support, of Riverside Methodist Hospital, a 985-bedtertiary care hospital in Columbus, Ohio.

        *Joseph D. Moore* has served as an Executive Vice President of Vanguard since November 2007. He served as Executive Vice President, Chief Financial Officer andTreasurer of Vanguard from July 1997 until November 2007 and was a director of Vanguard from July 1997 until September 2004. From February 1994 to April 1997, he was Senior Vice President - Development of Columbia/HCA Healthcare Corporation (“Columbia”),a hospital management company. Mr. Moore first joined Hospital Corporation of America (a predecessor of Columbia) in April 1970, rising to Senior Vice President - Finance and Development in January 1993.

        *Bradley A. Perkins, MD* has been Executive Vice President – Strategy and Innovation & Chief Transformation Officer of Vanguard since July 2009. Prior tohis employment with Vanguard, Dr. Perkins held various positions with the Centers for Disease Control & Prevention (“CDC”) from July 1989 to June 2009, including Chief Strategy & Innovation Officer and Chief, Office of Strategy & Innovationfrom December 2005 to June 2009, and Deputy Director, Office of Strategy & Innovation, from May 2004 to December 2005.

        *Phillip W. Roe* has been Executive Vice President, Chief Financial Officer and Treasurer since November 2007. He was Senior Vice President, Controller and ChiefAccounting Officer of Vanguard from July 1997 to November 2007. Prior thereto he was Senior Vice President, Controller and Chief Accounting Officer of OrNda from September 1996 until January 1997 and was Vice President, Controller and Chief Accounting Officer ofOrNda from October 1994 until September 1996.

        *Ronald P. Soltman* has been Vanguard’s Executive Vice President, General Counsel and Secretary since July 1997 and was a director of Vanguard from July 1997until September 2004. From April 1994 until January 1997, he was Senior Vice President, General Counsel and Secretary of OrNda. From February 1994 until March 1994, he was Vice President and Assistant General Counsel of Columbia. From 1984 until February 1994, he wasVice President and Assistant General Counsel of Hospital Corporation of America.

        *Dan F. Ausman* has served as a Senior Vice President - Operations of Vanguard since February 2006. Prior thereto from May 2005 to February 2006 he was VicePresident - Operations of Vanguard. From 1998 to April 2005 Mr. Ausman was the President & Chief Executive Officer of Irvine Regional Hospital and Medical Center, a 176-bed acute care hospital in Irvine, CA which is owned by an affiliate of Tenet.

        *Reginald M. Ballantyne III*, joined Vanguard in May 2001 and has served as Senior Vice President - Market Strategy & Government Affairs of Vanguard sinceJanuary 2002. From 1984 to 2001, he served as President of PMH Health Resources, Inc., an Arizona based multi-unit healthcare system. Prior to 1984, Mr. Ballantyne served as President of Phoenix Memorial Hospital in Phoenix, Arizona. Mr. Ballantyne served as Chairmanof the American Hospital Association (“AHA”) in 1997 and as Speaker of the AHA House of Delegates in 1998. He is a Fellow of the American College of Healthcare Executives (“ACHE”) and a recipient of the ACHE Gold Medal Award for ManagementExcellence. Mr. Ballantyne also served as a member of the national Board of Commissioners for the Joint Commission on Accreditation of Healthcare Organizations and as Chairman of the

133

AHA Committee of Commissioners from 1992 until 1995. Mr. Ballantyne was recently elected Chairman-elect of the Arizona Chamber of Commerce and Industry. He has previously served as a director of SuperiorConsultant Holdings Corporation and is currently a director of several privately held companies.

        *Bruce F. Chafin* has served as Senior Vice President - Compliance & Ethics of Vanguard since July 1997. Prior thereto, from April 1995 to January 1997, heserved as Vice President - Compliance & Ethics of OrNda.

        *Paul T. Dorsa* has served Senior Vice President – Development of Vanguard since September 2008. Prior to his employment with Vanguard, from May 2004 toSeptember 2008 he was the Vice President – Mergers & Acquisition of DaVita Inc., an El****Segundo, California-based****provider of dialysis services and education for patients with chronic kidney failure and end stage renaldisease,  managing in the United States more than 1,000 outpatient facilities and acute units in more than 700 hospitals.

        *Karen Fowler* has served as Senior Vice President - Physician & Ambulatory Services of Vanguard since September 11, 2007. Prior thereto from May 1999 until July2007 she was Vice President - Physician Integration/Managed Care of Triad Hospitals, Inc., an investor owned hospital management company headquartered in Plano, Texas. Prior thereto from May 1996 until May 1999 she was Vice President - Physician Integration/ManagedCare of the Central and Pacific Group of Columbia.

        *Larry Fultz* has served as Senior Vice President - Human Resources of Vanguard since February 2009. Prior to his employment with Vanguard, from October 2007 toJanuary 2009 he was Executive Vice President – Human Resources of the Victoria Secret Brand division of Limited Brands, Inc., headquartered in Columbus, Ohio. The Victoria Secret Brand division sells women’s intimate and other apparel, personal care andbeauty products and accessories under the Victoria’s Secret brand name through retail stores, its website and its catalogue. Prior thereto from April 2006 to October 2007, Mr. Fultz was Executive Vice President – Human Resources of the Victoria Secretretail store division of Limited Brands, Inc. Prior to joining Victoria Secret, from September 2000 to April 2006 Mr. Fultz was Vice President – Human Resources of Cintas Corporation, headquartered in Cincinnati, Ohio. Cintas designs, manufactures andimplements corporate identity uniform programs, and provides entrance mats, restroom supplies, promotional products, first aid, safety, fire protection products and services and document management services for other businesses.

        *Joseph J. Mullany* has served as a Senior Vice President - Operations of Vanguard since September 2005. Prior thereto from October 2002 to August 2005 he was aRegional Vice President of Essent Healthcare, Inc. of Nashville, TN, an investor-owned hospital management company, responsible for its New England Division. Prior thereto from October 1998 to October 2002 Mr. Mullany was a Division Vice President of HealthManagement Associates, Inc. of Naples, Florida, an investor-owned hospital management company, responsible for its Mississippi Division.

        *Harold H. Pilgrim III* has served as the Senior Vice President & Chief Development Officer of Vanguard since July 2009. Prior thereto from September 2005 toJune 2009 he was a Senior Vice President - Operations of Vanguard.  From February 2003 to September 2005 he was Vice President - Business Development of Vanguard, responsible for development for Vanguard’s Texas operations. Prior thereto from November 2001to January 2003 Mr. Pilgrim was Vanguard’s Vice President - Investor Relations, and during that period he was also involved in Vanguard’s acquisitions and development activities. 

        *Graham Reeve* has served as a Senior Vice President - Operations of Vanguard since July 2009. Prior thereto from April 2009 to June 2009 he was Vice President andChief Operating Officer of Vanguard’s Texas operations. From December 2005 to April 2009 he was President and Chief Executive Officer of Vanguard’s St. Luke’s Baptist Hospital in San Antonio, Texas. Prior thereto from September 2003 to November 2005he was Vice President – Ambulatory Services of Vanguard’s Texas operations. Prior to joining Vanguard, Mr. Reeve was employed by HealthSouth Corporation, a Birmingham, Alabama-based  owner of rehabilitation  and surgery hospitals and rehabilitation and surgery outpatient centers,  holding various positions from December 1995 through August 2003, with his last position being Vice President - Surgical Operations for HealthSouth’s southwestern surgery hospitals and surgerycenters.

        *James H. Spalding* has served as Senior Vice President, Assistant General Counsel and Assistant Secretary of Vanguard since November 1998. Prior thereto he was VicePresident, Assistant General Counsel and Assistant

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Secretary of Vanguard from July 1997 until November 1998. Prior thereto from April 1994 until January 1997, he served as Vice President, Assistant General Counsel and Assistant Secretary of OrNda.

        *Jana S. Stonestreet* has served as Vanguard’s Senior Vice President & Chief Nursing Executive since June 2009. Prior thereto from January 2006 to June2009, Dr. Stonestreet was Chief Nursing Executive of Vanguard’s Texas operations. Prior to joining Vanguard, from June 2004 to January 2006 Dr. Stonestreet was Chief Patient Care Officer of Memorial Hermann  Southwest Hospital, a 563-bed hospital locatedin Houston, Texas.

        *Alan G. Thomas* has been Senior Vice President - Operations Finance of Vanguard since July 1997. Prior thereto, Mr. Thomas was Senior Vice President - HospitalFinancial Operations of OrNda from April 1995 until January 1997. Prior thereto he was Vice President - Reimbursement and Revenue Enhancement of OrNda from June 1994 until April 1995.

        *Thomas M. Ways* has served as Senior Vice President - Managed Care of Vanguard since March 1998. Prior thereto from February 1997 to February 1998, he was ChiefExecutive Officer of MSO/Physician Practice Development for the Southern California Region of Tenet. Prior thereto from August 1994 to January 1997, he was Vice President - Physician Integration of OrNda.

        *Gary D. Willis* has served as Senior Vice President, Controller and Chief Accounting Officer of Vanguard since May 2008. From February 2006 to May 2008, he wasSenior Vice President and Chief Accounting Officer of LifePoint Hospitals (“LifePoint”), a hospital management company based in Brentwood, Tennessee. From December 2002 to February 2006, he was Vice President and Controller of LifePoint.

        *Deanna L. Wise* has served as Senior Vice President and Chief Information Officer of Vanguard since November 2006. Prior thereto from August 2004 to October 2006she was the Chief Information Officer of Vanguard’s operating region managing its Phoenix-area healthcare facilities. From November 2002 until August 2004 she was chief information officer of the Maricopa Integrated Health System in Phoenix, Arizona, which wasa county integrated health care system including an acute care hospital, health clinics and health plans. Prior thereto, from October 1997 to November 2002 she was the director of applications of Ascension Health –Central Indiana Health System in Indianapolis,Indiana, a regional healthcare management organization supervising the operations of twelve acute care hospitals.

        *Michael A. Dal Bello* became a member of Vanguard’s board of directors on September 23, 2004. Mr. Dal Bello is a Managing Director in the Private Equity Groupof Blackstone and has been with the firm since 2002. While at Blackstone, Mr. Dal Bello has been actively involved in Blackstone’s healthcare investment activities. Prior to joining Blackstone, Mr. Dal Bello received an M.B.A. from Harvard Business School in2002. Mr. Dal Bello worked at Hellman & Friedman LLC from 1998 to 2000 and prior thereto at Bain & Company. He currently serves on the board of representatives or directors of Apria Healthcare Group Inc., Alliant Holdings I, Inc., Team Finance LLC, Biomet,Inc., Catalent Pharma Solutions, Inc. and Sithe Global.

        *M. Fazle Husain* became a member of Vanguard’s board of directors on November 7, 2007. Mr. Husain is a Managing Director of Metalmark Capital, theprivate equity division of Citigroup Alternative Investments. Prior to joining Metalmark, Mr. Husain was with Morgan Stanley & Co. for 18 years, where he was a Managing Director in the private equity and venture capital investment business. Mr. Husaincurrently also serves on the board of directors of SouthernCare, Inc. and National Healing Corporation.

        *Alan M. Muney, MD* became a member of Vanguard’s board of directors on May 6, 2008. Dr. Muney has served as an Executive Director in the Private Equity Groupof Blackstone since October 2007. Before joining Blackstone Dr. Muney was the executive vice president and chief medical officer of Oxford Health Plans and the chief medical officer of United Healthcare (Northeast region) from 1998 to September 2007. He alsocurrently serves as a member of the board of representatives of Team Finance LLC.

**

        *Michael J. Parsons* became a member of Vanguard’s board of directors on May 6, 2008. In April 2009 Mr. Parson became the Chief Executive Officer ofSouthernCare, Inc., a hospice provider based in Birmingham, Alabama with offices in 15 states. Beginning in March 2009 he became the interim Chief Executive Officer of SouthernCare. SouthernCare provides hospice services to patients who reside in private homes, grouphomes,

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assisted living facilities and skilled nursing facilities. From July 2007 to March 2009 Mr. Parsons was a private investor. From May 1999 until July 2007 he served as Executive Vice President and Chief OperatingOfficer of Triad Hospitals, Inc., an investor owned hospital management company headquartered in Plano, Texas, which was acquired by Community Health Systems, Inc. in July 2007. Mr. Parsons currently serves as a director of SouthernCare, Inc.

        *James A. Quella* became a member of Vanguard’s board of directors on September 11, 2007. Mr. Quella is a Senior Managing Director and SeniorOperating Partner in the Private Equity Group at Blackstone. Prior to joining Blackstone in 2004, Mr. Quella was a Managing Director and Senior Operating Partner with DLJ Merchant Banking Partners-CSFB Private Equity from June 2000 to February 2004. Prior tothat, Mr. Quella worked at Mercer Management Consulting and Strategic Planning Associates, its predecessor firm, from September 1981 to January 2000 where he served as a Senior Consultant to chief executive officers and senior management teams, and was Co-ViceChairman with shared responsibility for overall management of the firm. Mr. Quella currently serves as a director of Graham Packaging Holdings Company, Intelenet Global Services, The Nielsen Company, Michaels Stores, Inc. and Freescale Semiconductor, Inc.

        *Neil P. Simpkins* became a member of Vanguard’s board of directors on September 23, 2004. Mr. Simpkins has served as a Senior Managing Director in the PrivateEquity Group of Blackstone since December 1999. From 1993 until the time he joined Blackstone, Mr. Simpkins was a Principal at Bain Capital. Prior to joining Bain Capital, Mr. Simpkins was a consultant at Bain & Company in London and the Asia Pacific region. Hecurrently serves as Chairman of the board of directors of TRW Automotive Holdings Corp. and is a member of the board of representatives of Team Finance LLC and of the board of directors of Apria Healthcare Group Inc.

**Composition of the Board of Directors**

      *General*

        As of the date of this report, the board of directors of Vanguard consists of seven members, four of whom were nominated by Blackstone, one of whom was nominated by MSCP,one of whom is our chief executive officer (and, if our chief executive officer is not Charles N. Martin, Jr., such other person designated by senior management) and one independent director. Blackstone has the right to increase the size of Vanguard’s boardfrom seven to nine members, with one additional director to be designated by Blackstone and one additional director to be an independent person identified by our chief executive officer and acceptable to Blackstone. MSCP and, subject to the conditions above, seniormanagement, will each continue to be entitled to nominate and elect one director unless and until the respective group ceases to own at least 50.0% of the Class A membership units in VHS Holdings LLC (“Holdings”) owned on September 23, 2004. Holdings acquired Vanguard pursuant to a merger (the “Merger”) on September 23, 2004.  See “Item 1. Business – The Merger”.

       *Committees*

        Our board of directors currently does not have any standing committees, including an audit committee. Our entire board of directors is acting as our audit committee tooversee our accounting and financial reporting processes and the audits of our financial statements, as allowed under the Securities Exchange Act of 1934 for issuers without securities listed on a national securities exchange or on an automated national quotationsystem. Additionally, because our securities are not so listed, our board of directors is not required to have on it a person who qualifies under the rules of the Securities and Exchange Commission as an “audit committee financial expert” or as havingaccounting or financial management expertise under the similar rules of the national securities exchanges. While our board of directors has not designated any of its members as an audit committee financial expert, we believe that each of the current board members isfully qualified to address any accounting, financial reporting or audit issues that may come before it.

      *Code of Ethics*

        We have adopted a Code of Business Conduct and Ethics that applies to all of our officers and employees, including our principal executive officer, principal financialofficer and principal accounting officer, which has been posted on our Internet website at www.vanguardhealth.com/pdfs/codeofbusinessconductandethics.pdf. Our Code of

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Business Conduct and Ethics is a “code of ethics”, as defined in Item 406(b) of Regulation S-K of the Securities and Exchange Commission.  Please note that our Internet website address is providedas an inactive textual reference only. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.

**Item 11.  Executive Compensation.**

**COMPENSATION DISCUSSION AND ANALYSIS**

**Overview**

        This section discusses the principles underlying our executive compensation policies and decisions. It provides qualitative information regarding the manner in whichcompensation is earned by our executive officers and places in context the data presented in the tables that follow. In addition, in this section, we address the compensation paid or awarded during fiscal year 2008 to: Charles N. Martin, Jr., our Chief ExecutiveOfficer (principal executive officer); Phillip W. Roe, our Chief Financial Officer (principal financial officer); and three other executive officers who were our three other most highly compensated executive officers in fiscal year 2009, Keith B. Pitts, our ViceChairman; Kent H. Wallace, our President and Chief Operating Officer; and Joseph J. Mullany, one of our Senior Vice Presidents-Operations.  We refer to these five executive officers as our “named executive officers.”

        On September 23, 2004, we were acquired in the Merger by private equity investment funds associated with Blackstone Group who invested $494.4 million in our equity for a66% equity interest, with private equity funds associated with our former equity sponsor, MSCP, retaining a 17.3% equity interest in us by reinvesting $130 million in our equity and  with 12 of our 23 current executive officers retaining a 11.4% equity interestin us by  reinvesting $85.7 million in us (such $85.7 million exclusive of amounts invested by our executive officers  in Holdings’ Class B, C and D units, as discussed below). As a result of the Merger, we are privately held and controlled by privateequity funds associated with Blackstone and MSCP (the “Sponsors”) with a board of directors made up of five representatives of the Sponsors, one independent director and our Chief Executive Officer. As discussed in more detail below, various aspects ofnamed executive officer compensation were negotiated and determined at the time of the Merger.

        As a privately-owned company with a relatively small board of directors, our entire board of directors acts as our Compensation Committee (hereinafter referred to eitheras the “Committee”, the “Compensation Committee” or the “board of directors”). Our executive compensation program is overseen and administered by the Compensation Committee. The Compensation Committee operates somewhat informallywithout a written charter and has responsibility for discharging the responsibilities of the board of directors relating to the compensation of our executive officers and related duties. As a member of the Compensation Committee, our Chief Executive Officer presentscash, equity and benefits compensation recommendations to the Compensation Committee for its consideration and approval. The Compensation Committee reviews these proposals and makes all final compensation decisions for executive officers by exercising its discretionin accepting, modifying or rejecting any such recommendations.

**Philosophy of Executive Compensation Programs**

        Our overall executive compensation objective is to provide a comprehensive plan designed to focus on our strategic business initiatives, financial performance objectives and thecreation and maintenance of equity value. The following are the principal objectives in the design of our executive compensation programs:

                       

•

 

Attract, retain, and motivate superior management talent critical to our long-term success with compensation that is competitive within the marketplace;

 

 

 

 

         

•

 

Maintain a reasonable balance among base salary, annual incentive payments and long-term equity-based incentive compensation and other benefits;

 

         

•

 

Ensure compensation levels reflect the internal value and future potential of each executive within the Company and the achievement of outstanding individual results;

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•

 

Link executive compensation to the creation and maintenance of long-term equity value;

         

 

•

 

Promote equity ownership by executives in order to align their interests with the interests of our equity holders; and

         

 

•

 

Ensure that incentive compensation is linked to the achievement of specific financial and strategic objectives, which are established in advance and approved by the Committee.

        To meet these objectives, our compensation program balances short-term and long-term performance goals and mixes fixed and at-risk compensation that is directly relatedto stockholder value and overall performance.

        During our fiscal year ended June 30, 2009, the Committee did not retain the services of any external compensation consultant. Our Chief Executive Officer, Charles N.Martin, Jr., as a member of the board of directors, is also a member of the Committee, presents his recommendations to the Committee on all executive compensation matters and participates in discussions and deliberations of the Committee. While other named executiveofficers may also attend the Committee meetings and participate in Committee discussions, they would do so only if and when required by the Committee and such attendance has been rare in recent years. Any deliberations and decisions by the Committee regardingcompensation for Mr. Martin or other named executive officers take place while the Committee is in executive session without such persons in attendance.

        The Committee believes that compensation to its executive officers should be aligned closely with our short-term and long-term financial performance goals. As a result, aportion of executive compensation is “at risk” and is tied to the attainment of previously established financial goals. However, the Committee also believes that it is prudent to provide competitive base salaries and benefits to attract and retainsuperior talent in order to achieve our strategic objectives.

**Elements of Our Executive Compensation Program**

        In fiscal year 2009, the principal elements of our compensation for our executive officers, including our named executive officers were:

      

•

 

Base Salary;

 

 

 

 

 

•

Annual cash incentive opportunities;

 

 

 

 

 

•

Long-term equity based incentives; and

 

 

 

 

 

•

Benefits and executive perquisites.

        Detail regarding each of these elements is discussed below.

**Base Salaries**

        Annual base salaries reflect the fixed component of the compensation for an executive’s ongoing contribution to the operating performance of his or her functionalarea of responsibility with us. The Committee believes that base salaries must be competitive based upon the scope of responsibilities and market compensation of similar executives while also reserving a substantial portion of compensation for the other compensationelements that are directly related to company performance. To determine base salary market compensation, our Human Resources Department provides our Chief Executive Officer and the Committee with market data which it obtained in our fiscal year ended June 30, 2009from the following human resources sources:  Mercer; Sullivan, Cotter & Associates; Salary.com; and/or Management Performance International, Inc. Other factors such as internal equity and comparability are also considered when establishing a base salary fora given executive. The Committee also utilizes the experience, market knowledge and insight of its members in evaluating the competitiveness of current salary levels. Our Human Resources Department is also a resource for such additional information as needed by ourChief Executive Officer or by the Committee.

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        Generally, base salaries of all executive officers, including the named executive officers, are reviewed and adjusted by the Committee once a year based upon therecommendations of our Chief Executive Officer (except he makes no recommendation as to his own salary). In turn, our Chief Executive Officer bases his recommendations upon his assessment of each executive’s performance, our overall budgetary guidelines andmarket data provided to him by our Human Resources Department.  In previous fiscal years, the annual salary review for executive officers (including the named executive officers) was done effective January 1 of each year. However, in our fiscal year ended June30, 2009, the annual salary review was done effective April 1, 2009, and the next salary review is expected to occur effective July 1, 2010, with future yearly reviews currently planned to remain at July 1 of each year (which is the first day of our fiscal year). Asa result, our executive officer raises this year, including those of the named executive officers, were increased by additional amounts to reflect this year’s 15-month salary review cycle and next year’s planned 15-month salary review cycle. In additionto the annual salary review, based upon the recommendations of our Chief Executive Officer, the Committee may also adjust base salaries at other times during the year in connection with promotions, increased responsibilities or to maintain competitiveness within themarket.

        In our fiscal year ended June 30, 2009, the base salaries of our named executive officers were increased by the following amounts, effective April 1, 2009: Mr. Martin:4.55%; Mr. Roe: 10.53%; Mr. Pitts: 6.72%; Mr. Wallace: 14.17% and Mr. Mullany: 7.37%. As a result of these increases, the annual base salary rates of our named executive officers increased to the following amounts as of April 1, 2009: Mr. Martin: $1,098,079; Mr. Roe:$525,000; Mr. Pitts: $685,000; Mr. Wallace: $685,000; and Mr. Mullany: $510,000. The salary for each named executive officer for our fiscal year ended June 30, 2009 is reported in the Summary Compensation Table below.

**Annual Incentive Compensation**

        Annual cash incentive awards are available to the named executive officers, as well as to Vanguard’s other executive officers, under the Vanguard Health Systems,Inc. 2001 Annual Incentive Plan (the “Annual Incentive  Plan”). The Annual Incentive Plan is designed to align our executives’ short-term compensation opportunity with our annual financial and operation goals and the growth objectives of ourstockholders and to motivate our executives’ annual performance.

        Each year under the Annual Incentive Plan the Committee establishes specific earnings-related or operations-related goals for all of our executive officers, including thenamed executive officers, for the fiscal year based upon the recommendations of our Chief Executive Officer. The executive officers are eligible to receive a cash award or awards based primarily on the extent to which the Company meets its pre-established earningsand/or cash flow and/or other operations-related goals. The Committee determines one or more target awards for each executive officer, designates a Company performance level or levels required to earn each target award and may also determine threshold performancelevels at which minimum awards are earned and performance levels that result in maximum awards to be paid. Target awards may vary among executives based on competitive market practices for comparable positions, their decision-making authority and their ability toaffect financial and operational performance. In addition to performance-related awards, the Committee may make and pay out discretionary awards at any time. Also, the Committee has the discretion to adjust the annual performance targets during the year in the eventof acquisitions and divestitures, restructured or discontinued operations, or other extraordinary or unusual issues occurring during the year. The Committee evaluates the allocation factors within the Annual Incentive Plan on an annual basis and has the flexibilityto adjust the structure including allocation percentages as needed in order to better align the incentives under the Annual Incentive Plan.

        For fiscal year 2009, Annual Incentive Plan target awards for our named executive officers (except Mr. Mullany) were 50% based upon the Company achieving a certainconsolidated Adjusted EBITDA performance level goal and 50% based upon the Company achieving a certain consolidated free cash flow performance level goal. For Mr. Mullany, his Annual Incentive Plan target award was 6.25% based upon the Company achieving a certainconsolidated Adjusted EBITDA performance level goal (the same goal we used for the four other named executive officers); 6.25% based upon the Company achieving a certain consolidated free cash flow performance level goal (the same goal we used for the four othernamed executive officers); 21.875% based upon the Company achieving a regional Adjusted EBITDA performance level goal  for the two regions in which the hospitals for which he is responsible are located; 21.875% based upon achieving a regional free cash flowperformance level goal for the two regions in which the hospitals for which he is responsible are located; and 43.75% based upon the hospitals for

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which he is responsible achieving certain specified quality, employee engagement and patient and physician satisfaction goals.

        The Committee also set for fiscal 2009 threshold and maximum awards for the named executive officers. For the named executive officers (except for Mr. Mullany) threshold awards of anaggregate of 10% of the target awards were payable upon reaching 91% of the Adjusted EBITDA goal and  91% of the free cash flow goal, with increased awards of 20% to 90% of the target awards payable upon the Company reaching 92% to 99% of the Adjusted EBITDAgoal and the free cash flow goal. For the named executive officers (except for Mr. Mullany) maximum awards of an aggregate of 150% of the target awards were payable upon reaching 110% of the Adjusted EBITDA goal and 110% of the free cash flow goal, with increasedawards of 105% to 145% of the target awards payable upon the Company reaching 101% to 109% of the Adjusted EBITDA goal and the free cash flow goal. For Mr. Mullany threshold awards of 10% of his target awards for regional Adjusted EBITDA and regional free cash flowwere payable upon reaching 91% of the regional Adjusted EBITDA goal and  91% of the regional free cash flow goal, with increased awards of 20% to 90% of the target awards payable upon his regions reaching 92% to 99% of the regional Adjusted EBITDA goal and theregional free cash flow goal. For Mr. Mullany threshold awards of 55% to 99% of some of his target quality awards were payable for achieving a quality score for his hospitals of 55 to 99 (on a 100 point scale) and a threshold award of 50% of his patient satisfactionaward was payable if he achieved a certain goal below the target goal in a Press Ganey database. No threshold awards were available to him for his employee engagement goal. Maximum awards of an aggregate of 130% of his salary were payable upon reaching actualregional Adjusted EBITDA and actual regional free cash flow at certain levels above his goals, with other lesser awards available to him also of 1 to 25% of his salary for actual regional Adjusted EBITDA exceeding his goal and 1 to 25% of his salary for actualregional free cash flow exceeding his goal.

        The target percentages set for fiscal 2009 and the threshold, target and maximum payments for each of the named executive officers for fiscal 2009 were asfollows:

 

 

 

**Charles N. Martin, Jr.**

 

 

**Phillip W. Roe**

 

 

**Keith B. Pitts**

 

 

**Kent H. Wallace**

 

**Joseph J. Mullany**

**Percentage of Base Salary**

 

 
****
 

 
****
 

 
****
 

 
****
 
****
Target

 

 

                  100%

                    70%

                    90%

                    90%

                    80%

Threshold

                    10%

                      7%

                      9%

                      9%

                 21.9%

Maximum

                  150%

                  105%

                  135%

                  135%

                  130%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Financial Weightings**

Adjusted EBITDA (1)

                    50%

                    50%

                    50%

                    50%

                 6.25%

Regional Adjusted EBITDA

                          –

                          –

                          –

                          –

              21.875%

Free cash flow (2)

                    50%

                    50%

                    50%

                    50%

                 6.25%

Regional free cash flow

                          –

                          –

                          –

                          –

              21.875%

Hospital Quality/Employee    Engagement/Patient    Satisfaction

                          –

                          –

                          –

                          –

              43.75%

____________________

(1)

 

Adjusted EBITDA is defined by us as income before interest expense (net of interest income), income taxes, depreciation and amortization, minority interests, gain or loss on the disposal of assets, equity method income, stockcompensation, monitoring fees and expenses, realized holding loss on investments, impairment loss and discontinued operations, net of taxes. Monitoring fees and expenses represent fees and reimbursed expenses paid to affiliates of The Blackstone Group and MetalmarkSubadvisor LLC for advisory and oversight services.

 

 

 

(2)

Free cash flow is defined by us as Adjusted EBITDA minus capital expenditures except those construction projects which we are allowed to exclude from our covenant limiting our annual capital expenditures found in our principalcredit facility.

        All of our five named executive officers earned in excess of their target awards with respect to their financial performance level goals under our AnnualIncentive Plan for fiscal year 2009. These awards were approved by the Committee and will be paid to the named executive officers in September 2009 in the individual amounts set forth in the column of the Summary Compensation Table entitled “Non-EquityIncentive Plan Compensation”, except for all named executive officers (other than Mr. Mullany) amounts earned in excess of 100% of the target awards are payable as follows: 1/3 in September 2009; 1/3 in September 2010 and 1/3 in September 2011; and for Mr.Mullany only, the amounts he earned in respect of the consolidated Adjusted EBITDA goal and the consolidated free cash flow goal are payable to him 1/3 in September 2009, 1/3 in September 2010 and 1/3 in September 2011.

        The Committee has historically attempted to maintain consistency year over year with respect to the difficulty of achieving the performance levelgoalsunder our Annual Incentive Plan. The financial performance goals used by

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the Committee in recent years for the annual incentive awards for most of our executive officers (Adjusted EBITDA and free cash flow) are identical to or derived from our consolidated annual Adjusted EBITDA andcapital expenditures budgets approved at the beginning of each fiscal year by our board of directors. Our annual Adjusted EBITDA budget, and, thus, the annual Adjusted EBITDA financial target, typically increases each year to promote continuous growth consistent withour business plan. Despite such increase,  the financial performance targets are designed to be realistic and attainable though slightly aggressive, requiring in each fiscal year strong performance and execution that in our view provides an annual incentivefirmly aligned with stockholder interests. This balance is reflected in the fact that none of these named executive officers (except Mr. Mullany) earned any awards under the Plan for fiscal year 2007 when our Company’s financial performance was not strong(other than in Mr. Mullany’s regions), but they did earn their target awards under the Plan for fiscal years 2008 and 2009 when our Company’s financial performance was much stronger.

**Long Term Incentive Compensation**

        The Committee provides equity incentives to executive officers and other key employees in order to directly align their interests with the long term interests of theother equity holders who are principally the Sponsors.

**Holdings LLC Units Plan**

        Holdings acquired Vanguard in the Merger on September 23, 2004.  The following contains a summary of the material terms of the Holdings LLC Units Plan, which werefer to as the 2004 Unit Plan, pursuant to which Holdings granted the right to purchase units to members of our management on September 23, 2004 in connection with consummation of the Merger. All of our named executive officers, and certain other members of ourmanagement, have been granted the right to purchase units under the 2004 Units Plan.

       *General*

        The 2004 Unit Plan permits the grant of the right to purchase Class A Units, Class B Units, Class C Units and Class D Units to employees of Holdings or its affiliates. Amaximum of 117,067 Class A Units, 41,945 Class B Units, 41,945 Class C Units and 35,952 Class D Units may be subject to awards under the 2004 Unit Plan. Units covered by awards that expire, terminate or lapse will again be available for option or grant under the 2004Unit Plan. On September 23, 2004, certain members of management purchased all 117,067 Class A Units for an aggregate purchase price of $117,067,000 and all 41,945 Class B units, all 41,945 Class C Units and all 35,952 of the Class D Units for an aggregate purchaseprice of $5.7 million.

       *Administration*

        The 2004 Unit Plan is administered by a committee of Holdings’ board of representatives or, in the board of representatives’ discretion, the board ofrepresentatives. The committee has the sole discretion to determine the employees to whom awards may be granted under the 2004 Unit Plan, the number and/or class of Units to be covered by an award, the purchase price, if any, of such awards, determine the terms andconditions of any award and determine under what circumstances awards may be settled or cancelled. The committee is authorized to interpret the 2004 Unit Plan, to establish, amend and rescind any rules and regulations relating to the 2004 Unit Plan, and to make anyother determinations that it deems necessary or desirable for the administration of the plan. The committee may correct any defect or supply any omission or reconcile any inconsistency in the 2004 Unit Plan in the manner and to the extent the committee deemsnecessary or desirable.

       *Adjustments Upon Certain Events*

        In the event of any changes in the Units by reason of any reorganization, recapitalization, merger, unit exchange or any other similar transaction, the board ofrepresentatives, in its sole discretion, may adjust (1) the number or kind of Units or other securities that may be issued or reserved for issuance pursuant to the 2004 Unit Plan or pursuant to any outstanding awards or (2) any other affected terms of suchawards.

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       *Amendment and Termination*

        The Holdings board of representatives may amend or terminate the 2004 Unit Plan at any time, provided that no amendment or termination is permitted that would diminishany rights of a management member pursuant to a previously granted award without his or her consent, subject to the committee’s authority to adjust awards upon certain events as described in the previous paragraph. No awards may be made under the 2004 Unit Planafter the tenth anniversary of the effective date of the plan.

       *Holdings LLC Units Held by Certain of our Managers*

        The units of Holdings consist of Class A units, Class B units, Class C units and Class D units. As of September 1, 2009, approximately 59.2% of Holdings’ Class AUnits were held by Blackstone, approximately 20.8% were held by MSCP, approximately 14.9% were held by certain members of our management and approximately 5.1% were held by other investors. The Class B units, Class C units and Class D units are held exclusively bymembers of our senior management and all such units were purchased on September 23, 2004.

        Of our named executive officers, Charles N. Martin, Jr. beneficially owns 40,000 class A units, 8,913 class B units, 8,913 class C units and 7,640 class D units; PhillipW. Roe beneficially owns 3,030 class A units, 2,097 class B units, 2,097 class C units and 1,798 class D units; Keith B. Pitts beneficially owns 11,000 class A units, 5,243 class B units, 5,243 class C units and 4,494 class D units; Kent H. Wallace beneficially owns850 class A units, 2,622 class B units, 2,622 class C units and 2,247 class D units; and Joseph J. Mullany owns no units. As of September 1, 2009, none of the class C units are vested, but 80% of the Class B and D units are vested; and an additional 20% of such classB and D units will vest on September 23, 2009. See the vesting provisions in respect of the class A, B, C and D units in the discussion immediately below.

       *Terms of the Holdings’ Class A Units, Class B Units, Class C Units and Class D Units*

        The following is a summary of certain terms of the Holdings’ Class A units, Class B units, Class C units and Class D units and certain rights and restrictionsapplicable to those units.

        Class A units have economic characteristics that are similar to those of shares of common stock in a private corporation.  Subject to applicable law, only theholders of Class A units are entitled to vote on any matter.  Class A units are fully vested. The Class B units, Class C units and Class D units are subject to the vesting provisions described below.

        Class B units vest in five equal annual installments on the first five anniversaries of the date of purchase, subject to an employee’s continued service withHoldings and its affiliates.  However, the Class B units will vest earlier upon a change of control of Holdings. In the event of an employee’s termination of employment with Vanguard, other than due to termination by Vanguard for “cause” or bythe employee without “good reason”, the employee shall be deemed vested in any Class B unit that would otherwise have vested in the calendar year in which such termination of employment occurs. No employee who holds Class B units will receive anydistributions until the holders of the Class A units receive the aggregate amount invested for their Class A units. Following return of the aggregate amount invested for the Class A units, the holders of Class B units will be entitled to receive the amount of theirinvestment in the Class B units and, once all the aggregate investment amount invested for all of the units has been returned to their holders, the vested Class B units will share in any distributions pro rata with the Class A units and vested Class Cunits.

        Class C units vest on the eighth anniversary of the date of purchase, subject to the employee’s continued service with Holdings and its affiliates. However, the Class C unitswill vest earlier upon the occurrence of a sale by Blackstone of at least 25.0% of its Class A Units at a price per Class A unit exceeding two and one-half times the price per Class A Unit invested by Blackstone in connection with the Merger. No employee who holdsClass C units will receive any distributions until the holders of the Class A units receive the aggregate amount invested for their Class A units. Following return of the aggregate amount invested for the Class A units, the holders of Class C units will be entitledto receive the amount of their investment in the Class C units and, once all the aggregate investment amount invested for all of the units has been returned to their holders, the vested Class C units will share in any distributions pro rata with the Class A units andvested Class B units.

142

        Class D units vest in five equal annual installments on the fifth anniversary of the date of purchase, subject to an employee’s continued service with Holdings andits affiliates.  However, the Class D units will vest earlier upon a change of control of Holdings. In the event of an employee’s termination of employment with Vanguard, other than due to termination by Vanguard for “cause” or by the employeewithout “good reason”, the employee shall be deemed vested in any Class D unit that would otherwise have vested in the calendar year in which such termination of employment occurs. No employee who holds Class D units will receive any distributions untilthe holders of the Class A units receive the aggregate amount invested for their Class A units. Following return of the aggregate amount invested for the Class A units, the holders of Class D units will be entitled to receive the amount of their investment in theClass D units and, once all the aggregate investment amount invested for all of the units has been returned to their holders and the holders of the Class A units have received an amount representing a 300% return on their aggregate investment along with pro ratadistributions to the vested Class B and Class C units, the vested Class D units will share in any distributions pro rata with the Class A units, the vested Class B units and the vested Class C units.

       *Certain Rights and Restrictions Applicable to the Units Held by Our Managers*

        The units held by members of our management are not transferable for a limited period of time except in certain circumstances. In addition, the units (other then Class Aunits) may be repurchased by Holdings, and in certain cases, Blackstone, in the event that the employees cease to be employed by us. Blackstone has the ability to force the employees to sell their units along with Blackstone if Blackstone decides to sell itsunits.

        The employees that hold units are entitled to participate in certain sales by Blackstone. In addition, in the event that Holdings were to make a public offering of itsequity securities, the employees would have limited rights to participate in subsequent registered public offerings.

**Our 2004 Stock Incentive Plan**

       *General*

        Since all Units have been granted under the 2004 Unit Plan, we intend for our option program pursuant to our 2004 Stock Incentive Plan to be the primary vehicle currentlyfor offering long-term incentives and rewarding our executive officers, managers and key employees. Because of the direct relationship between the value of an option and the value of our stock, we believe that granting options is the best method of motivating ourexecutive officers to manage our Company in a manner that is consistent with our interests and our stockholders’ interests. We also regard our option program as a key retention tool.

        We adopted the 2004 Stock Incentive Plan upon consummation of the Merger which permits the grant of non-qualified stock options, incentive stock options, stockappreciation rights, restricted stock and other stock-based awards to our employees or our affiliates’ employees. The awards available under the 2004 Stock Incentive Plan, together with Holdings’ equity incentive units, represented 20.0% of ourfully-diluted equity at the closing of the Merger. Shares covered by awards that expire, terminate or lapse are again available for option or grant under the 2004 Stock Incentive Plan. The total number of shares of our common stock which may be issued under the 2004Stock Incentive Plan as of September 1, 2009, was 145,611. All of our previous option plans were terminated upon consummation of the Merger on September 23, 2004.

       *Administration*

        The 2004 Stock Incentive Plan is administered by a committee of the board of directors or, in the sole discretion of the board of directors, the board of directors. Thecommittee has the sole discretion to determine the employees, representatives and consultants to whom awards may be granted under the 2004 Stock Incentive Plan and the manner in which such awards will vest. Options, stock appreciation rights, restricted stock andother stock-based awards will be granted by the committee to employees, representatives and consultants in such numbers and at such times during the term of the 2004 Stock Incentive Plan as the committee shall determine. The committee is authorized to interpret the2004 Stock Incentive Plan, to establish, amend and rescind any rules and regulations relating to the 2004 Stock Incentive Plan, and to make any other determinations that it deems necessary or desirable for the administration of the plan. The committee may correct anydefect or supply any omission or reconcile any

143

inconsistency in the 2004 Stock Incentive Plan in the manner and to the extent the committee deems necessary or desirable.

       *Stock Options and Stock Appreciation Rights*

        Options granted under the 2004 Stock Incentive Plan are vested and exercisable at such times and upon such terms and conditions as may be determined by the committee, butin no event will an option be exercisable more than 10 years after it is granted. Under the 2004 Stock Incentive Plan, the exercise price per share for any option awarded is determined by the committee, but may not be less than 100% of the fair market value of ashare on the day the option is granted with respect to incentive stock options.

        Stock option grants under the 2004 Stock Incentive Plan are generally made at the commencement of employment and occasionally following a significant change in jobresponsibilities or on a periodic basis to meet other special retention or performance objectives.  All stock options granted by our board of directors  to date under the 2004 Stock Incentive Plan have been granted at or above the fair market value of ourcommon stock at the grant date based upon the most recent appraisal of our common stock. We have not back-dated any option awards.

        As a privately-owned company, there has been no market for our common stock. Accordingly, in fiscal year 2007, we had no program, plan or practice pertaining to thetiming of stock option grants to executive officers, coinciding with the release of material non-public information.

        An option may be exercised by paying the exercise price in cash or its equivalent, and/or, to the extent permitted by the committee, shares, a combination of cash andshares or, if there is a public market for the shares, through the delivery of irrevocable instruments to a broker to sell the shares obtained upon the exercise of the option and to deliver to us an amount equal to the exercise price.

        The committee may grant stock appreciation rights independent of or in conjunction with an option. The exercise price of a stock appreciation right is an amountdetermined by the committee. Generally, each stock appreciation right entitles a participant upon exercise to an amount equal to (i) the excess of (1) the fair market value on the exercise date of one share over (2) the exercise price, times (ii) the number of sharescovered by the stock appreciation right. Payment will be made in shares or in cash or partly in shares and partly in cash (any shares valued at fair market value), as determined by the committee.

        As of June 30, 2009, options to purchase 102,455 shares of our common stock (the “New Options”) were outstanding under the 2004 Stock Incentive Plan. The NewOptions were granted in part as “time options,” and in part as “performance options” which vest and become exercisable ratably on a yearly basis on each of the first five anniversaries following the date of grant (or earlier upon a change ofcontrol). 35% of the options granted were time options with an exercise price equal to the greater of the fair market price per share or $1,000 per share at the time of grant (a range of $1,000 to $1,167.50 per share). 30% of the options granted were performanceoptions with an exercise price of $3,000 per share. 35% of the options granted were “liquidity options” with an exercise price equal to greater of the fair market price per share or $1,000 per share at the time of grant (a range of $1,000 to $1,167.50 pershare) that become fully vested and exercisable upon the completion of any of certain designated business events (“liquidity events”), and in any event on the eighth anniversary of the date of grant. Any common stock for which such options are exercisedare governed by a stockholders agreement, which is described below under “Item 13. Certain Relationships and Related Transactions - Stockholders Agreement.”

        Of our named executive officers, Mr. Martin has been granted no New Options as of September 1, 2009, Mr. Roe has been granted 3,008 New Options, Mr. Pitts has beengranted 1,500 New Options, Mr. Wallace has been granted 13,500 New Options and Mr. Mullany has been granted 5,500 New Options. During fiscal year 2009 the Committee granted 5,000 New Options to Mr. Wallace, but no other named executive officers were granted any NewOptions.

       *Other Stock-Based Awards*

        The committee, in its sole discretion, may grant restricted stock, stock awards, stock appreciation rights, unrestricted stock and other awards that are valued in wholeor in part by reference to, or are otherwise based on the

144

fair market value of our shares. Such other stock-based awards shall be in such form, and dependent on such conditions, as the committee shall determine, including, without limitation, the right to receive, orvest with respect to, one or more shares (or the equivalent cash value of such shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives.

       *Adjustments Upon Certain Events*

        In the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other similar transaction, the committee, in its solediscretion, may adjust (i) the number or kind of shares or other securities that may be issued or reserved for issuance pursuant to the 2004 Stock Incentive Plan or pursuant to any outstanding awards, (ii) the option price or exercise price and/or (iii) any otheraffected terms of such awards. In the event of a change of control, the committee may, in its sole discretion, provide for the (i) termination of an award upon the consummation of the change of control, but only if such award has vested and been paid out or theparticipant has been permitted to exercise the option in full for a period of not less than 30 days prior to the change of control, (ii) acceleration of all or any portion of an award, (iii) payment of a cash amount in exchange for the cancellation of an award,which, in the case of options and stock appreciation rights, may equal the excess, if any, of the fair market value of the shares subject to such options or stock appreciation rights over the aggregate option price or grant price of such option or stock appreciationrights, and/or (iv) issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted hereunder.

       *Amendment and Termination*

        The committee may amend or terminate the 2004 Stock Incentive Plan at any time, provided that no amendment or termination shall diminish any rights of a participantpursuant to a previously granted award without his or her consent, subject to the committee’s authority to adjust awards upon certain events (described under “Adjustments Upon Certain Events” above). No awards may be made under the 2004 StockIncentive Plan after the tenth anniversary of the effective date of the plan.

**Benefits and Executive Perquisites**

        The Committee believes that attracting and retaining superior management talent requires an executive compensation program that is competitive in all respects with theprograms provided at similar companies. In addition to salaries, incentive bonus and equity awards, competitive executive compensation programs include retirement and welfare benefits and reasonable executive perquisites.

       *Retirement Benefits*

        Substantially all of our salaried employees, including our named executive officers, participate in our 401(k) savings plan. Employees are permitted to defer a portion oftheir income under the 401(k) plan. At our discretion, we may make a matching contribution of either (1) up to 50%, subject to annual limits established under the Internal Revenue Code, of the first 6% of an employee’s contributions under this 401(k) plan asdetermined each year or (2) in respect of a few of our employees who came to us with plans in place having a larger match than this match, a match of 100% of the first 5% of an employee’s contributions under this 401(k) plan.  Most recently, we authorizedsuch maximum discretionary amounts as a match on employees’ aggregate 401(k) Plan contributions for calendar year 2007, including the named executive officers. Employee contributions are fully vested immediately. Our matching contributions vest to theemployee’s account over time related to the employee’s years of service with us, with 20% of our contribution vesting after 2 years of service, 40% after 3 years, 60% after 4 years, 80% after 5 years and 100% after 6 years. Participants may receivedistribution of their 401(k) accounts any time after they cease service with us.

        We maintain no defined benefit plans.

       *Other Benefits*

        All executive officers, including the named executive officers, are eligible for other benefits including: medical, dental, life insurance, and short term disability. Theexecutives participate in these plans on the same basis, terms,

145

and conditions as other administrative employees. In addition, we provide long-term disability insurance coverage on behalf of the named executive officers at an amount equal to 60% of current base salary (up to$10,000 per month). The named executive officers also participate in our vacation, holiday and sick program which provides paid leave during the year at various amounts based upon the executive’s position and length of service.

       *Perquisites*

        Our executive officers may have limited use of our corporate plane for personal purposes as well as very modest other usual and customary perquisites. All of suchperquisites are reflected in the All Other Compensation column of the Summary Compensation Table and the accompanying footnotes.

**Our Employment Agreements with Certain of the Named Executive Officers**

        We have entered into written employment agreements with all of our named executive officers except Mr. Mullany. On June 1, 1998, we entered into a written employmentagreement with our Chief Executive Officer (Mr. Martin) which was amended and restated on September 23, 2004 to extend the term of the employment agreement for five years, and to provide that the Merger did not constitute a change in control under the agreement. OnSeptember 1, 1999, we entered into a written employment agreement with Keith B. Pitts to be our Executive Vice President for a term expiring on September 1, 2004. Effective May 31, 2001, Mr. Pitts was promoted to the position of Vice Chairman, and on September 23,2004, his employment agreement was amended and restated to extend the term of the employment agreement for five years, and to provide that the Merger did not constitute a change in control under the agreement. On November 15, 2007, we entered into written employmentagreements with our Chief Operating Officer and our Chief Financial Office (Messrs. Wallace and Roe, respectively) for terms expiring on November 15, 2012.

        The term of each employment agreement will renew automatically for additional one-year periods, unless any such agreement is terminated by us or by the named executiveofficer officer by delivering notice of termination no later than 90 days before the end of the five-year term or any such renewal term. The base salaries of Messrs. Martin, Roe, Pitts and Wallace under such written employment agreements are, effective on and afterApril 1, 2009, $1,098,079, $525,000, $685,000 and $685,000, respectively. Pursuant to these agreements the officers are eligible to participate in an annual bonus plan giving each of them an opportunity to earn an annual bonus in such amount as our board of directorsshould determine, as well as pension, medical and other customary employee benefits. The terms of these agreements state that if the officer terminates his employment for Good Reason (as defined in the agreements) or if we terminate the officer’s employmentwithout Cause (as defined in the agreements), he will receive within a specified time after the termination a payment of up to three times the sum of (i) his annual salary plus (ii) the average of the bonuses given to him in the two years immediately preceding histermination.

**Our Severance Protection Agreements**

        We provide all of our corporate officers at the Vice President level and above with severance protection agreements granting them severance payments in amounts of 200% to250% of annual salary and bonus, except for those officers who have written employment agreements with us. Generally, severance payments are due under these agreements if a change in control (as defined in the agreements) should occur and employment of the officer isterminated during the term of the agreement by us (or our successor) without Cause (as defined in the agreements) or by the executive for Good Reason (as defined in the agreement). In addition, these agreements state that in the event of a Potential Change in Control(defined as the time at which an agreement which would result in a change in control is signed, an acquisition attempt relating to us is publicly announced or there is an increase in the number of shares owned by one of our 10% shareholders by 5% or more), theexecutives have an obligation to remain in our employ until the earliest of (1) six months after the Potential Change in Control; (2) a change in control; (3) a termination of employment by us; or (4) a termination of employment by the employee for Good Reason(treating Potential Change in Control as a change in control for the purposes of determining whether the executive had a Good Reason) or due to death, disability or retirement. On September 23, 2004, all the outstanding severance protection agreements were amendedand restated to provide that the Merger did not constitute a change in control under the agreements, and that we would not terminate the agreements prior to the third anniversary of the closing of the Merger.

146

**Stock Ownership**

        We do not have a formal policy requiring stock ownership by management. Our senior managers, including all of our named executive officers, however, have committedsignificant personal capital to our Company in connection with the consummation of the Merger.  See the beneficial ownership chart below under Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters”.  Our stock is not publicly traded and is subject to a stockholder agreement that limits a stockholder’s ability to transfer his or her shares. See “Holdings Limited Liability Company Agreement” and “StockholdersAgreement” under Item 13, “Certain Relationships and Related Transactions, and Director Independence.”

**Impact of Tax and Accounting Rules**

        The forms of our executive compensation are largely dictated by our capital structure and have not been designed to achieve any particular accounting treatment. We dotake tax considerations into account, both to avoid tax disadvantages, and obtain tax advantages where reasonably possible consistent with our compensation goals. (Tax advantages for our executives benefit us by reducing the overall compensation we must pay toprovide the same after-tax income to our executives.)  Thus our severance pay plans are designed or are being reviewed to take account of and avoid  “parachute” excise taxes under Section 280G of the Internal Revenue Code. Similarly we havetaken steps to structure and assure that our executive compensation program is applied in compliance with Section 409A of the Internal Revenue Code. Since we currently have no publicly traded common stock, we are not currently subject to the $1,000,000 limitation ondeductions for certain executive compensation under Section 162(m) of the Internal Revenue Code, though that rule will be considered if our common stock becomes publicly traded. Incentives paid to executives under our annual incentive plan are taxable at thetime paid to our executives.

        The expenses associated with the stock options issued by us to our executive officers and other key employees are reflected in our consolidated financial statements. Inthe first quarter of the fiscal year ended June 30, 2007, we began accounting for these stock-based payments in accordance with the requirements of SFAS 123(R), which requires all share-based payments to employees, including grants of employee stock options, to berecognized as expense in the consolidated financial statements based on their fair values. For further discussion see “ITEM 8, Note 2-Summary of Critical and Significant Accounting Policies” under the heading “Stock-Based Compensation.” Wepreviously accounted for these awards under the provisions of SFAS 123, which allowed us to estimate the fair value of options using the minimum value method.

**Recovery of Certain Awards**

        We do not have a formal policy for recovery of annual incentives paid on the basis of financial results which are subsequently restated. Under the Sarbanes-Oxley Act, ourchief executive officer and chief financial officer must forfeit incentive compensation paid on the basis of financial statements for which they were responsible and which have to be restated. In that event we would expect to recover such bonuses and incentivecompensation. If and when the situation arises in other events, we would consider our course of action in light of the particular facts and circumstances, including the culpability of the individuals involved.

147

**Compensation Committee Report**

        The Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon the review and discussions, the Committee directed that theCompensation Discussion and Analysis be included in this annual report on Form 10-K.

Compensation Committee:

Michael Dal BelloM. Fazle HusainCharles N. Martin, Jr.Alan M. Muney, M.D.James A. QuellaMichael J. ParsonsNeil P. Simpkins

148

**Summary Compensation Table**

        The following table sets forth, for the fiscal years ended June 30, 2009, 2008 and 2007, the compensation earned by the Chief Executive Officer and Chief FinancialOfficer and the three other most highly compensated executive officers of the registrant, Vanguard, at the end of Vanguard’s last fiscal year ended June 30, 2009. We refer to these persons as our named executive officers.

**Name and Principal Position**

 

**Year**

 

**Salary ($)**

**Bonus($)**

**Non-Equity Incentive Plan Compensation ($)(a)**

 

**Option Awards($)(b)**

**All Other Compensation ($)(c)**

 

**Total ($)**
****
 
****
 
****
 
****
** **
****
 
********
 
****
**Charles N. Martin, Jr.** Chairman of the Board & Chief Executive Officer

 

2009

1,062,238

–

1,454,956

–

13,758

2,530,952

2008

 

1,050,291

–

1,050,291

 

–

 

13,608

 

2,114,190

2007

1,050,291

–

–

–

10,164

1,060,455

** **

**Phillip W. Roe** Executive Vice President, Chief Financial Officer & Treasurer

2009

487,500

–

486,939

99,437

7,640

1,081,516

2008

440,192

–

332,500

50,859

7,620

831,171

2007

350,000

–

–

17,462

7,410

374,872

** **

**Keith B. Pitts** Vice Chairman

2009

652,633

–

816,864

46,905

8,142

1,524,544

2008

641,845

100,000

577,661

19,004

7,992

1,346,502

2007

641,845

–

–

–

7,410

649,255

** **

**Kent H. Wallace** President & Chief Operating Officer

2009

621,250

–

816,864

333,776

8,142

1,780,032

2008

600,000

100,000

540,000

197,141

7,992

1,445,133

2007

600,000

–

–

124,292

230,212

954,504

** **

**Joseph J. Mullany** Senior Vice President-Operations

2009

483,800

–

571,289

171,983

60,900

1,287,972

2008

450,000

–

351,500

113,530

60,810

975,840

2007

400,000

–

251,260

69,067

72,847

793,174

____________________

(a)

 

The Compensation Committee has determined the amount of the Annual Incentive Plan compensation that was earned by each of these named executive officers for fiscal year 2009. This amount will be paid to the namedexecutive officers in September 2009, except, for Messrs. Martin, Roe, Pitts and Wallace amounts earned in excess of 100% of the target awards are payable as follows:   1/3 in September 2009; 1/3 in September 2010 and 1/3 in September 2011; and except for Mr.Mullany, the target amounts earned by him in respect of the consolidated Adjusted EBITDA and consolidated free cash flow goals are payable to him 1/3 in September 2009, 1/3 in September 2010 and 1/3 in September 2011. See “Compensation Discussion and Analysis– Annual Incentive Compensation” for more details in respect of the incentive plan awards.

 

 

 

(b)

 

Option Awards reflect the compensation expense recognized in our financial statements for fiscal years 2009, 2008 and 2007 in accordance with SFAS 123(R) with respect to options to purchaseshares of our common stock which have been awarded under our 2004 Stock Incentive Plan in our 2006, 2008 and 2009 fiscal years to four of our named executive officers. See Note 12 to our consolidated financial statements for assumptions used in calculation of theseamounts. The actual number of Option Awards granted in fiscal year 2009 is shown in the “Grants of Plan Based Awards in Fiscal Year 2009” table included below in this report. Because these amounts represent expense for financial reporting purposes, theyare not representative of the actual value that the named executive officer would receive upon exercise of these options.

 

 

 

(c)

 

The amounts disclosed under All Other Compensation in the Summary Compensation Table represent for the named executive officers in fiscal 2009 (i) the following amounts of our matching contributions made under our401(k) Plan:  Mr. Martin: $6,900; Mr. Roe: $6,900; Mr. Pitts: $6,900; Mr. Wallace $6,900; and Mr. Mullany: $6,900; and (ii) the following amounts of insurance premiums paid by Vanguard with respect to group term life insurance: Mr. Martin: $6,858; Mr. Roe: $740;Mr. Pitts: $1,242 Mr. Wallace: $1,242; and Mr. Mullany: $0. The amounts in this column also include for Mr. Mullany in fiscal 2009 $54,000, consisting of a $4,500 monthly housing allowance in connection with his relocation of his residence to Massachusetts from hisresidence in Tennessee after he joined us in September 2005. No amounts for perquisites and other personal benefits, or property, have been included in this column for 2009 for Messrs. Martin, Roe, Pitts and Wallace because the aggregate value thereof for each ofthese named executive officers was below the $10,000 reporting threshold established by the Securities and Exchange Commission for this column.

149

**Grants of Plan-Based Awards in Fiscal Year 2009**

** **

** **

** **

** **

**Estimated Future Payouts Under Non-     Equity Incentive Plan Awards (a)     **

** **

**All Other Option Awards: Number of Securities Underlying**

** **

**Exercise or Base Price of Option**

** **

**Grant Date Fair Value of  Option**

**Name**

** **

**Grant Date**

** **

**Threshold ($)**

** **

**Target ($)**

** **

**Maximum ($)**

** **

**Options (b)(#)**

** **

**Awards ($/Sh)(b)**

** **

**Awards ($)(b)**

 

 

 

 

 

 

 

Charles N. Martin, Jr.

n/a

109,808

1,098,079

1,647,119

 

Phillip W. Roe

n/a

36,750

367,500

551,250

 

Keith B. Pitts

n/a

61,650

616,500

924,750

 

Kent H. Wallace

n/a

61,650

616,500

924,750

5/5/09

1,750

1,057.41

740,565

5/5/09

1,750

1,057.41

877,153

5/5/09

1,500

3,000.00

0

 

Joseph J. Mullany

n/a

111,690

408,000

663,000

____________________

(a)

 

The threshold, target and maximum amounts in these columns have been provided in accordance with Item 402(d) of Regulation S-K and show the range of payouts targeted for fiscal 2009 for performanceunder the Annual Incentive Plan. For fiscal year 2009, each of the named executive officers earned non-equity incentive plan awards, the Committee approved them and they were paid in cash to the named executive officers in September 2009 (except for certain portionsthereof payable in September 2010 and September 2011, as disclosed in footnote (a) of the Summary Compensation Table,) and the full amounts of the awards are reflected in the Summary Compensation Table under the column labeled "Non-Equity Incentive Plan Compensation." See "Compensation Discussion and Analysis–Annual Incentive Compensation" for a detailed description of our Annual Incentive Plan.
 

 

 

(b)

 

These are stock options awarded under the 2004 Stock Incentive Plan by the Committee as part of the named executive officer’s long term equity incentive compensation.  None of theseoptions were granted with exercise prices below the fair market value of the underlying common stock on the date of grant. Since we are a privately-held company, the Committee determines the fair market value of our common stock primarily from an independentappraisal of our common stock which we obtain no less frequently than annually. The terms of these option awards are described in more detail under “Compensation Discussion and Analysis –Long TermIncentive Compensation–Our 2004 Stock Incentive Plan.” We utilize a Black-Scholes-Merton model to estimate the fair value of options granted. The compensation expense recognized in our financialstatements for fiscal year 2009 in accordance with SFAS 123(R) with respect to these option grants is reflected in the “Option Awards” column of the Summary Compensation Table.
**Outstanding Equity Awards at Fiscal 2009 Year-End**

        The following table summarizes the outstanding equity awards held by each named executive officer at June 30, 2009. The table reflects options to purchase common stock ofVanguard which were granted under the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan.

150

**Name**

 

**Number of Securities Underlying Unexercised Options (#) Exercisable(a)**

 

**Number of Securities Underlying Unexercised Options (#) Unexercisable(b)**

 

**Option Exercise Price ($)(c)**

 

**Option Expiration Date**

 

 

 

 

**Charles N. Martin, Jr.**

 

                 –

                   –

                 –

                   –

** **

**Phillip W. Roe**

         213(d)

           140(d)

     1,150.37

         11/3/15

                 –

           353(e)

     1,150.37

         11/3/15

         182(d)

           120(d)

     3,000.00

         11/3/15

         140(f)

           560(f)

     1,000.00

           2/5/18

                 –

           700(g)

     1,000.00

           2/5/18

         120(f)

           480(f)

     3,000.00

           2/5/18

** **

**Keith B. Pitts**

         105(f)

           420(f)

     1,000.00

           2/5/18

                 –

           525(g)

     1,000.00

           2/5/18

           90(f)

           360(f)

     3,000.00

           2/5/18

** **

 

 

** **

**Kent H. Wallace**

          516(d)

            342(d)

      1,150.37

         11/3/15

** **

 

                  –

            858(e)

      1,150.37

         11/3/15

** **

          442(d)

            294(d)

      3,000.00

         11/3/15

** **

         956(h)

            636(h)

      1,150.37

       11/28/15

** **

                  –

          1,592(i)

      1,150.37

       11/28/15

         819(h)

            545(h)

      3,000.00

       11/28/15

         105(f)

            420(f)

      1,000.00

           2/5/18

                 –

            525(g)

      1,000.00

           2/5/18

           90(f)

            360(f)

      3,000.00

           2/5/18

                 –

          1,750(j)

      1,057.41

           5/5/19

                 –

         1,750(k)

      1,057.41

           5/5/19

                 –

          1,500(j)

      3,000.00

           5/5/19

** **

**Joseph J. Mullany**

       1,050(l)

           700(l)

     1,000.00

         9/19/15

                 –

      1,750(m)

     1,000.00

         9/19/15

          900(l)

           600(l)

     3,000.00

         9/19/15

           35(f)

           140(f)

     1,000.00

           2/5/18

                 –

           175(g)

     1,000.00

           2/5/18

           30(f)

           120(f)

     3,000.00

           2/5/18

____________________

(a)

 

This column represents the number of  stock options that had vested and were exercisable as of June 30, 2009.

 

 

 

(b)

 

This column represents the number of stock options that had not vested and were not exercisable as of June 30, 2009.

 

 

 

(c)

 

The exercise price for the options was never less than the grant date fair market value of a share of Vanguard common stock as determined by the Compensation Committee.

 

 

 

(d)

 

20% of the options represented by this option grant vest and become exercisable on each of the first five anniversaries of the November 3, 2005 grant date of these options (or earlier upon a change of control).60% of this option grant was vested as of June 30, 2009.

 

 

 

(e)

 

100% of the options represented by this option grant vest and become exercisable on the eighth anniversary of the November 3, 2005 grant date of these options (or earlier upon a liquidity event).

 

 

 

(f)

 

20% of the options represented by this option grant vest and become exercisable on each of the first five anniversaries of the February 5, 2008 grant date of these options (or earlier upon a change of control).20% of this option grant was vested as of June 30, 2009.

151

 

 

 

(g)

 

100% of the options represented by this option grant vest and become exercisable on the eighth anniversary of the February 5, 2008 grant date of these options (or earlier upon a liquidity event).

 

 

 

(h)

 

20% of the options represented by this option grant vest and become exercisable on each of the first five anniversaries of the November 28, 2005 grant date of these options (or earlier upon a change of control).60% of this option grant was vested as of June 30, 2009.

 

 

 

(i)

 

100% of the options represented by this option grant vest and become exercisable on the eighth anniversary of the November 28, 2005 grant date of these options (or earlier upon a liquidity event).

 

 

 

(j)

 

20% of the options represented by this option grant vest and become exercisable on each of the first five anniversaries of the May 5, 2009 grant date of these options (or earlier upon a change of control). None ofthis option grant was vested as of June 30, 2009.

 

 

 

(k)

 

100% of the options represented by this option grant vest and become exercisable on the eighth anniversary of the May 5, 2009 grant date of these options (or earlier upon a liquidity event).

 

 

 

(l)

20% of the options represented by this option grant vest and become exercisable on each of the first five anniversaries of the September 19, 2005 grant date of these options (or earlier upon a change of control).60% of this option grant was vested as of June 30, 2009.

 

 

 

(m)

100% of the options represented by this option grant vest and become exercisable on the eighth anniversary of the September 19, 2005 grant date of these options (or earlier upon a liquidity event).

**Option Exercises and Stock Vested**

        No named executive officer exercised any stock options of Vanguard during fiscal 2009 nor were any restricted stock awards vested during fiscal 2009. Vanguard has made norestricted stock awards of its common stock since the Merger.

**Pension Benefits**

        Vanguard maintains a 401(k) plan as previously discussed in the Compensation Discussion and Analysis. Vanguard maintains no defined benefit plans.

**Nonqualified Deferred Compensation**

        None of the named executive officers receive nonqualified deferred compensation benefits.

**Employment and Severance Protection Agreements**

        As discussed above, we have entered into definitive employment or severance protection agreements with four of the named executive officers (Messrs. Martin, Roe, Pittsand Wallace). The terms of these agreements are described above under Compensation Discussion and Analysis.

152

**Potential Payments Upon Termination or Change of Control**

        The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which the named executive officers would beentitled upon a termination of their employment under their employment agreement, if they have an employment agreement, or if they do not have an employment agreement, under their severance protection agreement. In accordance with SEC disclosure rules, dollar amountsbelow assume a termination of employment on June 30, 2009 (the last business day of our last completed fiscal year).

**Current**

 

 

**Cash Severance Payment ($)**

 

 

**Continuation of Medical/Welfare Benefits (present value) ($)**

 

** **

**Total Termination Benefits ($)**

 

 

 

 

 

**Charles N. Martin, Jr.**

–Voluntary retirement

0

0

0

–Involuntary termination

4,296,740

23,463

4,320,203

–Involuntary or Good Reason termination after

  change in control

6,445,110

23,463

6,468,573

 

 

 

 

 

 

 

 

 

 

**Phillip W. Roe**

–Voluntary retirement

0

0

0

–Involuntary termination

1,715,000

23,463

1,738,463

–Involuntary or Good Reason termination after

  change in control

2,572,500

23,463

2,595,963

**Keith B. Pitts**

–Voluntary retirement

0

0

0

–Involuntary termination

2,525,322

23,463

2,548,785

–Involuntary or Good Reason termination after

  change in control

3,787,983

23,463

3,811,446

 

 

 

 

 

 

 

 

 

 

**Kent H. Wallace**

–Voluntary retirement

0

0

0

–Involuntary termination

2,450,000

23,463

2,473,463

–Involuntary or Good Reason termination after

  change in control

3,675,000

23,463

3,698,463

**Joseph J. Mullany**

–Voluntary retirement

0

0

0

–Involuntary termination

0

0

0

–Involuntary or Good Reason termination after

  change in control

2,295,000

27,041

2,322,041

        *Accrued Pay and Regular Retirement Benefits*. The amounts shown in the table above do not include payments and benefits to the extent they are provided on anon-discriminatory basis to salaried employees generally upon termination of employment. These include:

                • Accrued salary and vacation pay and earned but unpaid bonus.                • Distributions of plan balances under our 401(k) plan.

        *Death and Disability.* A termination of employment due to death or disability does not entitle the named executive officers to any payments or benefits that are notavailable to salaried employees generally.

153

        *Involuntary Termination and Change-in-Control Severance Pay Program.*  As described above under “—Our Employment Agreements,” all of thenamed executive officers (except for Mr. Mullany who has no employment agreement with us) are entitled to severance pay in the event that their employment is terminated by us without Cause or if the named executive officer terminates the agreement as a result of ourbreach of his employment agreement. Additionally, they are entitled to severance pay under their employment agreements in the event they terminate the agreements after a change in control if their termination is for Good Reason.

        As described above under “—Our Severance Protection Agreements”, Mr. Mullany is entitled to severance pay in the event that his employment is terminatedby us after a change of control without Cause.  Additionally, he may terminate his agreement and be entitled to severance pay after a change in control if his termination is for Good Reason.

        Under our executive severance pay program, no payments due in respect of a change of control are “single trigger”, that is, payments of severance due to thenamed executive officers merely upon a change of control. All of our change of control payments are “double trigger”, due to the executive only subsequent to a change of control and after a termination of employment has occurred.

        Under their employment agreements, all of our named executive officers (except Mr. Mullany) owe the following obligations to us:

                       

•

 

Not to disclose our confidential business information;

 

 

 

 

                       

•

 

Not to solicit for employment any of our employees for a period expiring two years after the termination of their employment; and

 

 

 

 

                       

•

 

Not to accept employment with or consult with, or have any ownership interest in, any hospital or hospital management entity for a period expiring two years after the termination of their employment, except thereshall be not such prohibitions if (1) we terminate the executive under his employment agreement or (2) the executive terminates his agreement for Good Reason or because we have breached his agreement.

        The amounts shown in the table are for such involuntary or Good Reason terminations for the named executive officers and are based on the following assumptions andprovisions in the employment agreements.

        • *Covered terminations following a Change in Control*. Eligible terminations for Messrs. Martin, Roe, Pitts and Wallace include an involuntary termination forreasons other than Cause both before and following a change of control, or a voluntary resignation by the executive as a result of Good Reason following a change in control. Eligible terminations for Mr. Mullany include an involuntary termination for reasons otherthe Cause following a change of control, or a voluntary resignation as a result of Good Reason following a change of control.

        • *Definitions of Cause and Good Reason*

        A termination of a named executive officer by us is for Cause if it is for any of the following reasons:

                (a)           the conviction of the executive of a criminal actclassified as a felony;

                (b)           the willful failure by the executive to substantiallyperform the executive’s duties with                                us (other than any such failure resulting from the executive’s incapacitydue to                                 physical or mental illness); or

                (c)           the willful engaging by the executive in conduct which is materiallyinjurious to                                 us monetarily or otherwise.

154

        A termination by the named executive officer is for Good Reason if it results from, after a change of control hasoccurred, one of the following events:

                (a)           a material diminution in the executive’s basecompensation;

                (b)           a material diminution in the executive’s authority,duties or responsibilities;

                (c)           a material diminution in theauthority, duties or responsibilities of the supervisor to whom                                the executive is required to report, including a requirement that theexecutive’s supervisor                                 report to a corporate officer or employee instead of reporting directly to ourBoard of                                Directors;

                (d)           a material diminution in the budgetover which the executive retains authority;

                (e)           a material change in the geographiclocation at which the executive must                                perform services, except for required travel on our business to an extent                                substantially consistent with his business travel obligations prior to the                                change in control; or

                (f)            any other action or inactionthat constitutes a material breach by us of the                                 terms of the employment agreement.

        • *Cash severance payments; Timing*. Represents, for each of Messrs. Martin, Roe, Pitts and Wallace, (1) if it relates to an involuntary termination withoutCause by us prior to a change of control, a payment of 2 times the named executive officer’s base salary and average annual incentive actually paid during the last two years plus an additional amount equal to such officer’s pro rata annual targetincentive for the year of termination and (2) if it relates to an involuntary termination without cause by us or a Good Reason termination by the executive after a change of control, payment of 3 times the named executive officer's base salary and average annualincentive actually paid during the last two years plus an additional amount equal to such officer’s pro rata annual target incentive for the year of termination. Represents, for Mr. Mullany, if it relates to either an involuntary termination without cause by usor a Good Reason termination by the executive after a change of control, payment of 2.5 times Mr. Mullany’s base salary and target incentive plus an additional amount equal to Mr. Mullany’s pro rata annual incentive for the year of termination. All ofthese severance payments are “lump sum” payments by us to the named executive officers due within 5 days of termination of employment, except that the amounts of severance described above payable to Messrs. Martin, Roe, Pitts and Wallace in respect of atermination of their employment prior to a change of control are payable monthly in equal monthly installments starting with the month after employment terminates and ending with the month that their 5-year employment agreements terminate (which is September2010 for Messrs. Martin and Pitts and November 2012 for Messrs. Roe and Wallace).

        • *Continuation of health, welfare and other benefits*. Represents the value of coverage for 18 months following a covered termination equivalent to our currentactive employee medical, dental, life, long-term disability insurances and other covered benefits.

**Director Compensation**

        During fiscal 2009, our directors who are either our employees or affiliated with our private equity Sponsors did not receive any fees or other compensation services asour directors. As described in the table below, Michael J. Parsons, a director who is not our employee or an affiliate of our Sponsors, receives our current standardized director compensation plan for our independent directors of $60,000 per annum in cash plus aninitial grant, upon election to our board of directors, of 85 stock options pursuant to our 2004 Stock Incentive Plan, as described in this Item under the caption “Our 2004 Stock Incentive Plan”. We do, however, reimburse all of our directors for travelexpenses and other out-of-pocket costs incurred in connection with attendance at meetings of the board.

155

        The following table summarizes all compensation for our non-employee directors for our fiscal year ended June 30, 2009.

**Name**

 

**Fees Earned or Paid in Cash(1) ($)**

**Stock Awards ($)**

**Option Awards(2)(3) ($)**

**Non-Equity Incentive Plan Compensation ($)**

**Change in Pension Value and Nonqualified Deferred Compensation Earnings**

**All Other Compensation ($)**

**Total ($)**

**Michael J. Parsons**

 

60,000

–

 

2,812

–

–

–

62,812

____________________

(1)

 

The director compensation in the above table reflects an annual cash retainer paid to each independent, non-employee director of $60,000. The employee director and the Sponsor-affiliated directors receive noadditional compensation for serving on the board and, as a result, are not listed in the above table.

 

 

 

(2)

 

The amount in this column reflects the dollar amount recorded for financial statement reporting purposes for the fiscal year ended June 30, 2009, in accordance with FAS 123(R), relating to Mr. Parsons’ option award on May 6, 2008 granted pursuant to our 2004 Stock Option Plan. Assumptions used in the calculation of this amount are included in Note 12 of the Notes to our consolidated financial statements for the fiscal year ended June 30,2009 included in this report.

 

 

 

(3)

 

This represents a grant of 85 stock options on May 6, 2008 under our 2004 Stock Option Plan. 20% of such options (11 options) were exercisable on June 30, 2009. 30 of the options had an option exercise price of$1,000 per share and become exercisable 20% on each of the first five anniversaries of their May 6, 2008 grant date (or earlier upon a change of control). 30 of the options also had an option exercise price of $1,000 per share and become exercisable on the eighthanniversary of the May 6, 2008 grant date (or earlier upon a liquidity event). 25 of the options had an option exercise price of $3,000 per share and become exercisable 20% on each of the first five anniversaries of their May 6, 2008 grant date (or earlier upon achange of control). The exercise price for the options is not less than the fair market value of a share of our common stock as determined by the Compensation Committee. All of these 85 options have an expiration date of May 6, 2018. For more information aboutoptions granted under our 2004 Stock Option Plan, see information in this Item under the caption “Our 2004 Stock Incentive Plan”.

**Compensation Committee Interlocks and Insider Participation**

        During fiscal 2009, we had no compensation committee of our board of directors.  Charles N. Martin, Jr., one of our named executive officers, participated indeliberations of our board of directors concerning executive officer compensation during fiscal 2009. Also, during fiscal 2009, Keith B. Pitts, one of our named executive officers, served on the board of directors of SouthernCare, Inc., one of whose executiveofficers, Michael J. Parsons, served on our board of directors. Both our board of directors and the board of directors of SouthernCare, Inc. act as the compensation committees for each such entity, each such entity having no such standing compensation committee orother committee performing similar functions.

**Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**

        As of September 1, 2009, VHS Holdings LLC (“Holdings”) directly owned 624,550 of the outstanding shares of the common stock of Vanguard (representing a 83.3%ownership interest), certain investment funds affiliated with Blackstone directly owned 125,000 of the outstanding shares of the common stock of Vanguard (representing a 16.7% ownership interest) and no other person or entity had a direct beneficial ownershipinterest in the common stock of Vanguard, except for certain key employees who held an aggregate of 27,804 exercisable options into 27,804 shares of the common stock of Vanguard as of such date. However, ignoring only the direct ownership of Holdings in the commonstock of Vanguard, the following table sets forth information with respect to the direct or indirect beneficial ownership of the common stock of Vanguard as of September 1, 2009 by (1) each person (other than Holdings) known to own beneficially more than 5.0% of thecommon stock of Vanguard, (2) each named executive officer, (3) each of our directors and (4) all executive officers and directors as a group.  The indirect beneficial ownership of the common stock of Vanguard reflects the direct beneficial ownership of allClass A units and all vested Class B and D units of Holdings. None of the shares listed in the table are pledged as security pursuant to any pledge arrangement or agreement. Additionally, there are no arrangements with respect to the share, the operation of which mayresult in a change in control of Vanguard.

        Notwithstanding the beneficial ownership of the common stock of Vanguard presented below, the limited liability company agreement of Holdings governs the holders’exercise of their voting rights with respect to election

156

of Vanguard’s directors and certain other material events. See “Item 13.  Certain Relationships and Related Transactions - Holdings Limited Liability Company Agreement.”

**Name of Beneficial Owner**

 

**Beneficial Ownership**

 

**Ownership Percentage**

 

 

 

 

Blackstone Funds(1)

 

494,930

               

66.0%

               

MSCP Funds(2)

 

130,000

 

17.3%

 

Charles N. Martin Jr.(3)

 

56,553

 

7.4%

 

Phillip W. Roe(4)

 

7,580

 

1.0%

 

Keith B. Pitts(5)

20,932

2.8%

Kent H. Wallace(6)

 

8,647

 

1.1%

 

Joseph J. Mullany(7)

 

2,665

 

*

 

M. Fazle Husain(8)

126,750

16.9%

James A. Quella(1)

494,930

66.0%

Neil P. Simpkins (1)

 

494,930

 

66.0%

 

Michael A. Dal Bello

 

–(9)

 

–(9)

 

Alan M. Muney, M.D.

–(9)

 

–(9)

Michael J. Parsons (10)

11

*

All directors and executive officers as a group (29 persons) (11)

 

773,854

 

94.8%

 

____________________

*

 

Less than 1% of shares of common stock outstanding (excluding, in the case of all directors and executive officers as a group, shares beneficially owned by Blackstone and by the MSCP Funds).

 

 

 

(1)

 

Includes common stock interests directly and indirectly owned by each of Blackstone FCH Capital Partners IV L.P., Blackstone FCH Capital Partners IV-A L.P., Blackstone FCH Capital Partners IV-B L.P., BlackstoneCapital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Health Commitment Partners L.P. and Blackstone Health Commitment Partners-A L.P. (the “Blackstone Funds”), for which Blackstone Management Associates IV L.L.C.(“BMA”) is the general partner having voting and investment power over the membership interests in Holdings and the shares in Vanguard held or controlled by each of the Blackstone Funds. Messrs. Quella and Simpkins are members of BMA, but disclaim anybeneficial ownership of the membership interests or the shares beneficially owned by BMA. Mr. Stephen A. Schwarzman is the founding member of BMA and as such may be deemed to share beneficial ownership of the membership interests or shares held or controlled by theBlackstone Funds. Mr. Schwarzman disclaims beneficial ownership of such membership interests and shares. The address of BMA and the Blackstone Funds is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154

 

 

 

(2)

 

The MSCP Funds consist of the following six funds: Morgan Stanley Capital Partners III, L.P., MSCP III 892 Investors, L.P., Morgan Stanley Capital Investors,  L.P., Morgan Stanley Dean Witter Capital PartnersIV, L.P., MSDW IV 892 Investors, L.P., and Morgan Stanley Dean Witter Capital Investors IV, L.P. The address of each of Morgan Stanley Capital Partners III, L.P., MSCP III 892 Investors, L.P., Morgan Stanley Dean Witter Capital Partners IV, L.P. and MSDW IV 892Investors, L.P. is c/o Metalmark Capital LLC, 1177 Avenue of the Americas, New York, New York 10036. The address of each of Morgan Stanley Capital Investors, L.P. and Morgan Stanley Dean Witter Capital Investors IV, L.P. is c/o Morgan Stanley, 1585 Broadway, NewYork, New York 10036. Metalmark Capital LLC shares investment and voting power with Morgan Stanley Capital Partners III, L.P., MSCP III 892 Investors, L.P., Morgan Stanley Dean Witter Capital Partners IV, L.P. and MSDW IV 892 Investors, L.P. over 126,750 of these130,000 shares of Vanguard common stock indirectly owned by these four funds.

 

 

 

(3)

 

Includes 8,913 B units and 7,640 D units in Holdings which are vested or vest within 60 days of September 1, 2009. Also, includes 5,000 A units in Holdings owned by the Charles N. Martin, Jr. 2008 IrrevocableGrantor Retained Annuity Trust u/a/d December 5, 2008, of which Mr. Martin is Trustee and one of its beneficiaries.

 

 

 

(4)

 

Includes 655 options on Vanguard common stock and 2,097 B units and 1,798 D units in Holdings which are vested or vest within 60 days of September 1, 2009.

 

 

 

(5)

 

Includes 195 options on Vanguard common stock and 5,243 B units and 4,494 D units in Holdings which are vested or vest within 60 days of September 1, 2009.

 

 

 

(6)

 

Includes 2,928 options on Vanguard common stock and 2,622 B units and 2,247 D units in Holdings which are vested or vest within 60 days of September 1, 2009. Also, includes 850 A units in Holdings owned by the2008 Kent H. Wallace Trust u/a/d October 10, 2008, of which Mr. Wallace is sole beneficiary. The 2,622 B units and the 2,247 D units in Holding are also owed by the Trust.

 

 

 

(7)

 

Includes solely 2,665 options on Vanguard common stock which are vested or vest within 60 days of September 1, 2009.

 

 

 

(8)

Mr. Husain is a Managing Director of Metalmark Capital LLC and exercises shared voting or investment power over the membership interests in Holdings owned by Morgan Stanley Capital Partners III, L.P., MSCP III 892Investors, L.P., Morgan Stanley Dean Witter Capital Partners IV, L.P., and MSDW IV 892 Investors, L.P. and, as a result, may be deemed to be the beneficial owner of such membership interests and the 126,750 shares of Vanguard common stock indirectly owned by thesefour funds. Mr. Husain disclaims beneficial ownership of such membership interests and shares of common stock as a result of his employment arrangements with Metalmark, except to the extent of his pecuniary interest therein ultimately realized. Metalmark Capital doesnot have investment and

157

 

 

voting power with respect to 3,250 shares of Vanguard common stock indirectly owned by Morgan Stanley Capital Investors, L.P. and Morgan Stanley Dean Witter Capital Investors IV, L.P. and these 3,250 shares arenot included in the 126,750 shares contained in this table for Mr. Husain.

 

 

 

(9)

 

Mr. Dal Bello and Mr. Muney are employees of Blackstone, but do not have investment or voting control over the shares beneficially owned by Blackstone.

 

 

 

(10)

 

Includes solely 11 options in Vanguard common stock which are vested or vest within 60 days of September 1, 2009.

 

 

 

(11)

 

Includes 13,445 options in Vanguard and 28,574 B units and 24,492 D units in Holdings which have vested or vest within 60 days of September 1, 2009.

**Equity Compensation Plan Information**

        The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of Vanguard’s existingequity compensation plans as of June 30, 2009.

** **

** **

**Equity Compensation Plan Information**

** **

** **
****
**Plan Category**

** **

**Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)**

** **

**Weighted-average exercise price of outstanding options, warrants and rights (b)**

** **

**Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)**

** **

** **
****
Equity compensation plans approved by    security holders

**  **

             102,455(1)

 

$1,643

              2,652 (1)

 

** **

 

 

 

 

Equity compensation plans not approved    by security holders

**  **

                       0

 

$        0

                     0

 

** **
****
 
********
Total

** **

            102,455

 

$1,643

              2,652

____________________

** **

 

 

 

 

(1)  The material features of the equity compensation plan under which these options were issued are set forth in this report under “Item       11. Executive Compensation – Our 2004 Stock Incentive Plan.”** **

**Item 13.  Certain Relationships and Related Transactions, and Director Independence.**

**Holdings Limited Liability Company Agreement**

        In the Merger, Blackstone invested, and MSCP, Baptist and the Rollover Management Investors re-invested, in our company by subscribing for and purchasing Class Amembership units in Holdings. In addition, at the closing of the Merger, the board of representatives of Holdings issued to certain Rollover Management Investors Class B, C and D membership units in Holdings as part of a new equity incentive program.

        Under the limited liability company agreement of Holdings, the board of representatives of Holdings consists of the same five individuals who constitute the sole membersof our board of directors. At Blackstone’s election, the size of the board of representatives may be increased to nine members, with two additional representatives to be designated by Blackstone and two additional representatives to be independentrepresentatives identified by our chief executive officer and acceptable to Blackstone. If at any time our chief executive officer is not Charles N. Martin, Jr., the Rollover Management Investors shall have the right to designate one representative to the board (the“Manager Representative”) so long as the Rollover Management Investors continue to own not less than 50% of the Class A units held by them immediately after the completion of the Merger. MSCP will continue to be entitled to nominate and elect onerepresentative so long as MSCP continues to own not less than 50% of the Class A units it held immediately after the completion of the Merger.

        The limited liability company agreement of Holdings also has provisions relating to restrictions on transfer of securities, rights of first refusal, tag-along,drag-along, preemptive rights and affiliate transactions. At the

158

completion of the Merger, the Company issued Class B, C and D warrants to Holdings, exercisable for the proportional percentage of equity represented by the related classes of membership units in Holdings. Withrespect to the Class B, C and D units only, the limited liability company agreement also has call provisions applicable in the event of certain termination events relating to a Rollover Management Investor’s employment.

**Stockholders Agreement**

        Recipients of options to purchase the Company’s common stock are required to enter into a stockholders agreement governing such grantees’ rights andobligations with respect to the common stock underlying such options. The provisions of the stockholders agreement are, with limited exceptions, similar to those set forth in the limited liability company agreement of Holdings, including certain restrictions ontransfer of shares of common stock, rights of first refusal, call rights, tag-along rights and drag-along rights. The transfer restrictions apply until the earlier of the fifth anniversary of the date the stockholder becomes a party to the stockholders agreement, ora change in control of the Company. The right of first refusal provision gives the Company a right of first refusal at any time after the fifth anniversary of the date the stockholder became a party to the stockholders agreement and prior to the earlier of a changein control of the Company or a registered public offering of our common stock meeting certain specified criteria. The call provisions provide rights with respect to the shares of our common stock held by the stockholder, whether or not such shares were acquired uponthe exercise of a New Option, except for shares received upon conversion of or in redemption for Class A membership units in Holdings pursuant to the limited liability company agreement of Holdings. Such call rights are applicable in the event of certain terminationevents relating to the grantee’s employment with the Company.

**Transaction and Monitoring Fee Agreement**

        In connection with the Merger, Vanguard entered into a transaction and monitoring fee agreement with affiliates of Blackstone and with Metalmark Subadvisor LLC(“Metalmark SA”) pursuant to which these entities provide certain structuring, advisory and management services to Vanguard. Under this agreement, Vanguard paid to Blackstone Management Partners IV L.L.C. (“BMP”) upon the closing of the Mergera transaction fee of $20.0 million. In consideration for ongoing consulting and management advisory services, Vanguard is required to pay to BMP an annual fee of $4.0 million. In consideration for on-going consulting and management services Vanguard is required topay to Metalmark SA an annual fee of $1.2 million for the first five years and thereafter an annual fee of $600,000. In the event or in anticipation of a change of control or initial public offering, BMP may elect at any time to have Vanguard pay to BMP and MetalmarkSA lump sum cash payments equal to the present value (using a discount rate equal to the yield to maturity on the date of notice of such event of the class of outstanding U.S. government bonds having a final maturity closest to the tenth anniversary of such writtennotice) of all then-current and future fees payable to each of BMP and Metalmark SA under the agreement (assuming that the agreement terminates on the tenth anniversary of the closing of the Merger). In the event that BMP receives any additional fees in connectionwith an acquisition or disposition involving Vanguard, Metalmark SA will receive an additional fee equal to 15.0% of such fees paid to BMP or, if both parties provide equity financing in connection with the transaction, Metalmark SA will receive a portion of theaggregate fees payable by Vanguard, if any, based upon the amount of equity financing provided by Metalmark SA. The transaction and monitoring fee agreement also requires Vanguard to pay or reimburse BMP and Metalmark SA for reasonable out-of-pocket expenses inconnection with, and indemnify them for liabilities arising from, the engagement of BMP and Metalmark SA of independent professionals pursuant to and the performance by BMP and Metalmark SA of the services contemplated by the transaction and monitoring fee agreement.The transaction and monitoring fee agreement will remain in effect with respect to each of BMP and Metalmark SA until the earliest of (1) BMP and Metalmark SA, as the case may be, beneficially owning less than 5.0% of Vanguard’s common equity on a fully dilutedbasis, (2) the completion of a lump-sum payout as described above or (3) termination of the agreement upon the mutual consent of BMP and/or Metalmark SA, as the case may be, and Vanguard. Upon termination of Metalmark SA as a party to the agreement, Metalmark SA willbe entitled to the excess, if any, of 15.0% of the aggregate amount of fees paid to date to BMP under the agreement minus any monitoring fees already paid to Metalmark SA.

        Under the transaction and monitoring fee agreement during fiscal year 2009, Vanguard paid to BMP the annual $4.0 million fee referred to above. BMP is an affiliate of theBlackstone Funds which own 66.0% of the equity of Vanguard. Four of our seven directors, Messrs. Dal Bello, Muney, Quella and Simpkins, are employed by affiliates of BMP.

159

        Under the transaction and monitoring fee agreement during fiscal year 2009, Vanguard paid to Metalmark SA the annual $1.2 million fee referred to above. Metalmark SA isan affiliate of Metalmark Capital LLC which manages the MSCP Funds and the MSCP Funds own 17.3% of the equity of Vanguard.

**Registration Rights Agreement**

        In connection with the Merger, the Company entered into a registration rights agreement with Blackstone, MSCP and other investors and the Rollover Management Investors,pursuant to which Blackstone and MSCP are entitled to certain demand registration rights and pursuant to which Blackstone, MSCP and other investors and the Rollover Management Investors are entitled to certain piggyback registration rights.

**Employer Health Program Agreement with a Blackstone Affiliate, Equity Healthcare LLC**

        Effective July 1, 2008, the Company entered into an Employer Health Program Agreement with Equity Healthcare LLC (“Equity Healthcare”).  EquityHealthcare negotiates with providers of standard administrative services for health benefit plans as well as other related services for cost discounts and quality of service monitoring capability by Equity Healthcare.  Because of the combined purchasing power ofits client participants, Equity Healthcare is able to negotiate pricing terms for providers that are believed to be more favorable than the companies could obtain for themselves on an individual basis.

        In consideration for Equity Healthcare’s provision of access to these favorable arrangements and its monitoring of the contracted third parties’ delivery ofcontracted services to the Company, Equity Healthcare receives from the Company a fee of $2 per employee per month (“PEPM Fee”). As of June 30, 2009, the Company has approximately 11,750 employees enrolled in its health and welfare benefitplans.

        Equity Healthcare may also receive a fee from one or more of the health plans contracted with Equity Healthcare ("Health Plan Fees") if the total numberof employees from Blackstone portfolio companies joining such health plans exceeds specified thresholds. If and when Equity Healthcare reaches the point at which the aggregate of its receipts from the PEPM Fee and the Health Plan Fees have covered allof its allocated costs, it will apply the incremental revenues derived from all such fees to (a) reduce the PEPM Fee; (b) avoid or reduce an increase in the PEPM Fee that might otherwise have occurred on contract renewal; or (c) arrange for additional services to theCompany at no cost or reduced cost.

        Equity Healthcare is an affiliate of Blackstone, with whom Michael A. Dal Bello, Alan M. Muney, James A. Quella and Neil P. Simpkins, members of our Board, are affiliatedand in which they may have an indirect pecuniary interest.

**Commercial Transactions with Sponsor Portfolio Companies**

        Blackstone, MSCP and Metalmark each sponsor private equity funds which have ownership interests in a broad range of companies. We have entered into commercialtransactions in the ordinary course of our business with some of these companies, including the sale of goods and services and the purchase of goods and services. None of these transactions or arrangements is of great enough value to be considered material tous.

**Policy on Transactions with Related Persons**

        The Vanguard  board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or impropervaluation (or the perception thereof). In February  2007, the board of directors adopted a written policy reflecting existing practices to be followed in connection with any transaction between the Company and a “related person.”

        Any transaction with the Company in which a director, executive officer or beneficial holder of more than 5% of the total equity of the Company, or any immediate familymember of the foregoing (each, a “related person”) has a direct or indirect material interest, and where the amount involved exceeds $120,000, must be specifically disclosed by the Company in its public filings. Any such transaction would be subject tothe Company's written policy respecting the review, approval or ratification of related person transactions.

160

        Under this policy:

            

–

 the Company or any of its subsidiaries may employ a related person in the ordinary course of business  consistent with the Company's policies and practices with respect to the employment of non-related  persons in similar positions; and

 

 

 

 

–

 any other related person transaction that would be required to be publicly disclosed must be approved or ratified by the board of directors, a committee thereof or if it is impractical to defer considerationof the matter until a board or committee meeting, by a non-management director who is not involved in the transaction.

        If the transaction involves a related person who is a director or an immediate family member of a director, that director may not participate in the deliberations orvote. In approving or ratifying a transaction under this policy, the board of directors, the committee or director considering the matter must determine that the transaction is fair to the Company and may take into account, among other factors deemed appropriate,whether the transaction is on terms not less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

        During fiscal year 2009, there were no transactions between the Company and a related person requiring approval under this policy, except for the Employer Health ProgramAgreement with Equity Healthcare.

**Director Independence**

        Our board of directors has not made a formal determination as to whether each director is “independent” because we have no equity securities listed fortrading on a national securities exchange or in an automated inter-dealer quotation system of a national securities association, which has requirements that a majority of its board of directors be independent. Six of our seven directors have either been appointed byour equity Sponsors or are employed by us (Mr. Martin, our chairman and chief executive officer). Our seventh director (Michael J. Parsons) is neither our employee or otherwise affiliated with us in any significant way. Thus, we do not believe any of our directorswould be considered independent under the New York Stock Exchange’s definition of independence, except for Mr. Parsons.

161

**Item 14.  Principal Accounting Fees and Services.**

**Fees Paid to the Independent Auditor**

        The following table presents fees for professional services rendered by Ernst & Young LLP for the audit of Vanguard’s annual financial statements for 2008 and2009, and fees billed for audit-related services, tax services and all other services rendered by Ernst & Young LLP for 2008 and 2009.

 

 

**2008**

 

 

 

**2009**

 

 

 

 

 

 

 

Audit fees(1)

$

856,929

 

 

$

852,712

 

Audit-related fees

 

1,500

 

 

 

1,995

 

 

 

 

 

 

Audit and audit-related fees

 

858,429

854,707

 

Tax fees(2)

 

64,263

133,384

 

All other fees(3)

1,108,072

1,002,563

 

Total fees(4)

$

2,030,764

 

 

$

1,990,654

 

____________________

(1)

 

Audit fees for 2008 and 2009 include fees for the audit of the annual consolidated financial statements, reviews of the condensed consolidated financial statements included in Vanguard’s quarterly reportsand statutory audits.

 

 

 

(2)

 

Tax fees for 2008 and 2009 consisted principally of fees for tax advisory services.

 

 

 

(3)

 

All other fees for 2008 and 2009 consisted of assistance in identification of Medicaid eligible days for inclusion in the Medicare cost reports for Medicare disproportionate share reimbursement; assistance invalidating average wage rates in our markets used in Medicare reimbursement; assistance in preparing reports for us relating to payer matters; and assistance in preparing occupational mix survey data in accordance with CMS requirements.

 

 

 

(4)

 

Ernst & Young LLP full time, permanent employees performed all of the professional services described in this chart.

**Pre-Approval Policies and Procedures**

        In February 2004, our board of directors first adopted an audit and non-audit services pre-approval policy and in November 2004 and May 2006 the board amended andrestated this policy.  This policy sets forth the Board’s procedures and conditions pursuant to which services proposed to be performed by the Company’s regular independent auditor (and those other independent auditors for whom pre-approvals arelegally necessary) are presented to the Board for pre-approval. Normally, the policy would have been approved by the audit committee and ratified by the board of directors, but in February 2004, November 2004 and May 2006 we had no audit committee and, as a result,the full board of directors has the responsibility for all matters that are usually the responsibility of the audit committee.

        The policy provides that the board of directors shall pre-approve audit services, audit-related services, tax services and those other services that it believes to beroutine and recurring services that do not impair the independence of the auditor.  Under the policy, our Chief Accounting Officer is responsible for determining whether services provided by the independent auditor are included as part of those services alreadypre-approved or whether separate approval from the board of directors is required. All services performed for us by Ernst & Young LLP, our independent registered public accounting firm, subsequent to the adoption of the policy have been pre-approved by the boardof directors.  The board of directors has concluded that the audit-related services, tax services and other non-audit services provided by Ernst & Young LLP in fiscal year 2009 were compatible with the maintenance of the firm’s independence in theconduct of its auditing functions. In addition, to safeguard the continued independence of the independent auditors, the policy prevents our independent auditors from providing services to us that are prohibited under Section 10A(g) of the Securities Exchange Act of1934, as amended.

162

**PART IV**

**Item 15.    Exhibits and Financial Statement Schedules.**

                    (a)       List of documents filed as part of this report.

                                (1)  FinancialStatements.  The accompanying index to financial statements on page **XX** of this                                       report is provided in response to thisitem.

                                (2)  FinancialStatement Schedules.  All schedules are omitted because the required information                                       is either not present, not present inmaterial amounts or presented within the consolidated                                       financial statements.

                               (3)  Exhibits.  The exhibits filed as part of this report are listed in the Exhibit Index which is                                       located at the end of thisreport.

                    (b)       Exhibits.                                See Item 15(a)(3) of this report.

                    (c)       Financial Statement Schedules.                                See Item 15(a)(2) of this report.

163

**SIGNATURES**

                    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                    VANGUARD HEALTH SYSTEMS,INC.                                     Date

                    By:  /s/ Charles N. Martin,Jr.                                                        September 2, 2009                           Charles N. Martin, Jr.                           Chairman of the Board & Chief Executive Officer

                    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signedbelow by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

**Signature**

 

**Title**

 

**Date**

/s/ Charles N. Martin, Jr.    

 

Chairman of the Board & Chief Executive Officer; Director (Principal Executive Officer)

 

September 2, 2009

Charles N. Martin, Jr.

 

 

 

 

 

/s/ Phillip W. Roe                

 

Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer)

 

September 2, 2009

Phillip W. Roe

 

 

 

 

 

/s/ Gary D. Willis                 

 

Senior Vice President, Controller & Chief Accounting Officer (Principal Accounting Officer)

 

September 2, 2009

Gary D. Willis

 

 

 

 

 

/s/ Michael A. Dal Bello     

 

Director

 

September 2, 2009

Michael A. Dal Bello

 

 

 

 

 

/s/ M. Fazle Husain             

 

Director

 

September 2, 2009

M. Fazle Husain

 

 

 

 

 

                                               

 

Director

 

September 2, 2009

Alan M. Muney, M.D.

 

 

 

 

 

/s/ Michael J. Parsons        

 

Director

 

September 2, 2009

Michael J. Parsons

 

 

 

 

 

                                               

 

Director

 

September 2, 2009

James A. Quella

 

 

 

 

 

/s/ Neil P. Simpkins             

 

Director

 

September 2, 2009

Neil P. Simpkins

164

**Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.**

No annual report or proxy material has been sent to security holders.

165

 

**EXHIBIT INDEX**

 

** **

 

**Exhibit No.**

   

**Description**

 

 

 

 

2.1

  

Agreement and Plan of Merger, dated as of July 23, 2004, among VHS Holdings LLC, Health Systems Acquisition Corp. and Vanguard Health Systems, Inc.(1)

 

 

 

 

 

2.2

 

First Amendment to the Agreement and Plan of Merger, dated as of September 23, 2004, among VHS Holdings LLC, Health Systems Acquisition Corp. and Vanguard Health Systems, Inc.(1)

 

 

 

 

 

2.3

 

Indemnification Agreement, dated as of July 23, 2004, among VHS Holdings LLC, Vanguard Health Systems, Inc., and the stockholders and holders of options set forth therein(1)(3)

 

 

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of Vanguard Health Systems, Inc.(1)

 

 

 

 

 

3.2

 

By-Laws of Vanguard Health Systems, Inc.(7)

 

 

 

 

4.1

 

Indenture, relating to the 9% Senior Subordinated Notes, dated as of September 23, 2004, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and theTrustee(1)

 

 

 

4.2

 

First Supplemental Indenture, dated as of November 5, 2004, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and the Trustee(1)

 

 

 

4.3

 

Indenture, relating to the 11 1/4% Senior Discount Notes, dated as of September 23, 2004, among Vanguard Health Holding Company I, LLC, Vanguard Holding Company I, Inc, Vanguard Health Systems, Inc. and theTrustee(1)

 

 

 

4.4

 

Registration Rights Agreement relating to the 9% Senior Subordinated Notes, dated as of September 23, 2004, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors partythereto, Citigroup Global Markets Inc., Banc of America Securities LLC, Bear Stearns & Co., Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC and ABN AMRO Incorporated(1)

 

 

 

4.5

Registration Rights Agreement, relating to the 11 1/4% Senior Discount Notes, dated as of September 23, 2004, among Vanguard Health Holding Company I, LLC, Vanguard Holding Company I, Inc., Vanguard HealthSystems, Inc., Citigroup Global Markets Inc., Banc of America Securities LLC, Bear Stearns & Co., Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC and ABN AMRO Incorporated(1)

 

 

 

4.6

 

Registration Rights Agreement, concerning Vanguard Health Systems, Inc., dated as of September 23, 2004(1)

 

 

 

4.7

 

Second Supplemental Indenture, dated as of March 28, 2005, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and the Trustee (5)

 

 

 

4.8

 

Third Supplemental Indenture, dated as of July 13, 2006, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and the Trustee (11)

 

 

 

4.9

 

Fourth Supplemental Indenture, dated as of June 25, 2007, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and the Trustee(13)

-1-

                       

 

 

4.10

 

Fifth Supplemental Indenture, dated as of July 1, 2007, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and the Trustee(13)

 

 

 

4.11

Sixth Supplemental Indenture, dated as of October 2, 2007, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and the Trustee (14)

 

 

 

4.12

 

Seventh Supplemental Indenture, dated as of November 3, 2008, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and the Trustee (18)

 

 

 

4.13

 

Eighth Supplemental Indenture, dated as of March 24, 2009, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the Guarantors party thereto and the Trustee (19)

 

 

 

10.1

 

Credit Agreement, dated as of September 23, 2004, among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., Vanguard Health Holding Company I, LLC, the lenders party thereto, Bank ofAmerica, N.A. as administrative agent, Citicorp North America, Inc., as syndication agent, the other agents named therein, and Banc of America Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and book runners(1)

 

 

 

10.2

 

Security Agreement, dated as of September 23, 2004, made by each assignor party thereto in favor of Bank of America, N.A., as collateral agent(1)

 

 

 

10.3

 

Vanguard Guaranty, dated as of September 23, 2004, made by and among Vanguard Health Systems, Inc. in favor of Bank of America, N.A., as administrative agent(1)

 

 

 

10.4

 

Subsidiaries Guaranty, dated as of September 23, 2004, made by and among each of the guarantors party thereto in favor of Bank of America, N.A., as administrative agent(1)

 

 

 

10.5

 

Pledge Agreement, dated as of September 23, 2004, among each of the pledgors party thereto and Bank of America, N.A., as collateral agent(1)

 

 

 

10.6

 

Transaction and Monitoring Fee Agreement, dated as of September 23, 2004, among Vanguard Health Systems, Inc., Blackstone Management Partners IV L.L.C., and Metalmark Management LLC(1)

 

 

 

10.7

 

Amended and Restated Limited Liability Company Operating Agreement of VHS Holdings LLC, dated as of September 23, 2004(1)

 

 

 

10.8

 

Vanguard Health Systems, Inc. 2004 Stock Incentive Plan(1)(3)

 

 

 

10.9

 

VHS Holdings LLC 2004 Unit Plan(1)(3)

 

 

 

10.10

 

Vanguard Health Systems, Inc. 2001 Annual Incentive Plan(2)(3)

 

 

 

10.11

 

Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Charles N. Martin, Jr., dated as of September 23, 2004(1)(3)

 

 

 

10.12

 

Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Joseph D. Moore, dated as of September 23, 2004(1)(3)

 

 

 

10.13

 

Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Ronald P. Soltman, dated as of September 23, 2004(1)(3)

-2-

                       

 

 

10.14

 

Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Keith B. Pitts, dated as of September 23, 2004(1)(3)

 

 

 

10.15

 

Form of Amended and Restated Severance Protection Agreement of Vanguard Health Systems, Inc. dated as of September 23, 2004 for Vice Presidents and above (1)(3)

 

 

 

10.16

Amended and Restated Agreement Between the Shareholders of VHS Acquisition Subsidiary Number 5, Inc. executed on September 8, 2004, but effective as of September 1, 2004(1)

 

 

 

10.17

Certificate of Designations, Preferences and Rights of Series A Preferred Stock of VHS Acquisition Subsidiary Number 5, Inc., dated as of September 8, 2004(1)

 

 

 

10.18

License Agreement between Baptist Health System and VHS San Antonio Partners, L.P. dated as of January 1, 2003(4)

 

 

 

10.19

Form of Performance Option Under 2004 Stock Incentive Plan(1)(3)

 

 

 

10.20

Form of Time Option Under 2004 Stock Incentive Plan(1)(3)

 

 

 

10.21

Form of Liquidity Event Option Under 2004 Stock Incentive Plan(1)(3)

 

 

 

10.22

Stockholders Agreement Concerning Vanguard Health Systems, Inc., dated as of November 4, 2004, by and among Vanguard Health Systems, Inc., VHS Holdings LLC, Blackstone FCH Capital Partners IV L.P. and itsaffiliates identified on the signature pages thereto and the employees identified on the signature pages thereto(1)

 

 

 

10.23

Amendment No. 1 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Charles N. Martin, Jr., dated as of December 1, 2004(1)(3)

 

 

 

10.24

 

Amendment No. 1 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Joseph D. Moore, dated as of December 1, 2004(1)(3)

 

 

 

10.25

 

Amendment No. 1 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Ronald P. Soltman, dated as of December 1, 2004(1)(3)

 

 

 

10.26

 

Amendment No. 1 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Keith B. Pitts, dated as of December 1, 2004(1)(3)

 

 

 

10.27

 

First Amendment of VHS Holdings LLC 2004 Unit Plan(3)(7)

 

 

 

10.28

 

First Amendment to Credit Agreement, dated as of August 15, 2005, among Vanguard Health Holding Company I, LLC, Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the lenders party to theCredit Agreement referred to therein, and Bank of America, N.A. as administrative agent(6)

 

 

 

10.29

 

First Amendment to Credit Agreement, dated as of August 15, 2005, among Vanguard Health Holding Company I, LLC, Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., the lenders party to theCredit Agreement referred to therein, and Bank of America, N.A. as administrative agent(8)

 

 

 

10.30

 

Amendment No. 2 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Charles N. Martin, Jr., dated as of December 1, 2005(3)(9)

 

 

 

10.31

 

Amendment No. 2 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Joseph D. Moore , dated as of December 1, 2005(3)(9)

-3-

                       

 

 

10.32

 

Amendment No. 2 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Ronald P. Soltman, dated as of December 1, 2005(3)(9)

 

 

 

10.33

 

Amendment No. 2 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Keith B. Pitts, dated as of December 1, 2005(3)(9)

 

 

 

10.34

 

Amendment No. 1, dated as of November 3, 2005, to Amended and Restated Limited Liability Company Operating Agreement of VHS Holdings LLC(9)

 

 

 

10.35

 

Amendment Number 1 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective November 28, 2005(3)(9)

 

 

 

10.36

 

Amendment Number 2 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective February 15, 2006(3)(10)

 

 

 

10.37

 

Amendment Number 3 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective April 15, 2006(3)(10)

 

 

 

10.38

 

Amendment Number 4 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective November 13, 2006(3)(12)

 

 

 

10.39

Amendment No. 3 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Charles N. Martin, Jr., dated as of October 1, 2007(3)(15)

 

 

 

10.40

Amendment No. 3 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Keith B. Pitts, dated as of October 1, 2007(3)(15)

 

 

 

10.41

Amendment No. 3 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Joseph D. Moore, dated as of October 1, 2007(3)(15)

 

 

 

10.42

Amendment No. 4 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Joseph D. Moore, dated as of November 7, 2007(3)(15)

 

 

 

10.43

Amendment No. 3 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Ronald P. Soltman, dated as of October 1, 2007(3)(15)

 

 

 

10.44

Employment Agreement between Vanguard Health Systems, Inc. and Kent H. Wallace dated as of November 15, 2007(3)(15)

 

 

 

10.45

Employment Agreement between Vanguard Health Systems, Inc. and Phillip W. Roe dated as of November 15, 2007(3)(15)

 

 

 

10.46

Form of Amendment No. 1 to Severance Protection Agreement dated as of October 1, 2007, entered into between Vanguard Health Systems, Inc. and each of its executive officers (other than Messrs. Martin, Pitts,Moore, Soltman, Wallace and Roe who each have entered into employment agreements with the registrant)(3)(15)

 

 

 

10.47

Amendment Number 5 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective May 6, 2008(3)(16)

 

 

 

10.48

Letter dated May 13, 2008, from the Arizona Health Care Cost Containment System to VHS Phoenix Health Plan, LLC, countersigned by VHS Phoenix Health Plan, LLC on May 13, 2008 awarding Contract No.YH09-0001-07(17)

-4-

                       

 

 

10.49

Waiver No. 1 dated as of May 22, 2008, to Amended and Restated Limited Liability Company Operating Agreement of VHS Holdings LLC, dated as of September 23, 2004, as amended by Amendment No. 1, dated as of November3, 2005(20)

 

 

 

10.50

Amendment No. 5 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Joseph D. Moore, dated as of June 30, 2008(3)(20)

 

 

 

10.51

Form of Severance Protection Agreement of Vanguard Health Systems, Inc. in current use for Vice Presidents and above(3)(20)

 

 

 

10.52

 

Arizona Health Care Cost Containment System Administration RFP re Contract No. YH09-0001-07 with VHS Phoenix Health Plan, LLC awarded May 13, 2008(20)

 

 

 

10.53

 

Solicitation Amendments to RFP numbers One, Two, Three, Four and Five dated February 29, 2008, March 14, 2008, March 26, 2008, March 28, 2008 and April 10, 2008, respectively, to Arizona Health Care CostContainment System Administration Contract No. YH09-0001-07 with VHS Phoenix Health Plan, LLC(20)

 

 

 

10.54

 

Contract Amendment Number 1, executed on September 23, 2008, but effective as of October 1, 2008, to the Arizona Health Care Cost Containment System Administration Contract No. YH09-0001-07 between VHS PhoenixHealth Plan, LLC and the Arizona Health Care Cost Containment System(21)

 

 

 

10.55

 

Contract Amendment Number 2, executed on January 16, 2009, but effective as of January 15, 2009, to the Arizona Health Care Cost Containment System Administration Contract No. YH09-0001-07 between VHS PhoenixHealth Plan, LLC and the Arizona Health Care Cost Containment System(18)

 

 

 

10.56

 

Contract Amendment Number 3, executed on April 6, 2009, but effective as of May 1, 2009, to the Arizona Health Care Cost Containment System Administration Contract No. YH09-0001-07 between VHS Phoenix Health Plan,LLC and the Arizona Health Care Cost Containment System(19)

 

 

 

10.57

 

Contract Amendment Number 4, executed on July 7, 2009, but effective as of August 1, 2009, to the Arizona Health Care Cost Containment System Administration Contract No. YH09-0001-07 between VHS Phoenix HealthPlan, LLC and the Arizona Health Care Cost Containment System

 

 

 

10.58

 

Contract Amendment Number 5, executed on July 7, 2009, but effective as of August 1, 2009, to the Arizona Health Care Cost Containment System Administration Contract No. YH09-0001-07 between VHS Phoenix HealthPlan, LLC and the Arizona Health Care Cost Containment System

 

 

 

10.59

 

Amendment Number 6 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective February 13, 2009(3)(19)

 

 

 

10.60

 

Form of Indemnification Agreement between the Company and each of its directors and executive officers (3)(22)

 

 

 

10.61

 

Amendment No. 4 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Charles N. Martin, Jr., dated as of May 5, 2009(3)

 

 

 

10.62

 

Amendment No. 4 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Keith B. Pitts, dated as of May 5, 2009(3)

 

 

 

10.63

 

Amendment No. 4 to Amended and Restated Employment Agreement between Vanguard Health Systems, Inc. and Ronald P. Soltman, dated as of May 5, 2009(3)

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10.64

 

Amendment No. 1 to Employment Agreement between Vanguard Health Systems, Inc. and Kent H. Wallace, dated as of May 5, 2009(3)

 

 

 

10.65

 

Amendment No. 1 to Employment Agreement between Vanguard Health Systems, Inc. and Phillip W. Roe, dated as of May 5, 2009(3)

 

 

 

10.66

 

Employment Agreement between Vanguard Health Systems, Inc. and Mark R. Montoney, M.D. dated as of December 31, 2008(3)

 

 

 

10.67

 

Amendment No. 1 to Employment Agreement between Vanguard Health Systems, Inc. and Mark R. Montoney, M.D. dated as of May 5, 2009(3)

 

 

 

10.68

 

Employment Agreement between Vanguard Health Systems, Inc. and Bradley A. Perkins dated as of July 1, 2009(3)

 

 

 

10.69

 

Vanguard Health Systems, Inc. 2009 Long Term Incentive Plan (3)(23)

 

 

 

10.70

 

Amendment No. 7 to Vanguard Health Systems, Inc. 2004 Stock Incentive Plan (3)(23)

 

 

 

12.1

Computation of Ratios of Earnings to Fixed Charges

 

 

 

21.1

 

Subsidiaries of Vanguard Health Systems, Inc.

 

 

 

31.1

 

Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification of CEO 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 CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

____________(1)    Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Registration Statement on Form        S-4 first filed on November 12, 2004 (Registration No. 333-120436).

(2)    Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Registration Statement on Form        S-1 first filed on October 19, 2001 (Registration No. 333-71934).

(3)    Management compensatory plan or arrangement.

(4)   Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Current Report on Form 8-K dated       January 14, 2003, File No. 333-71934.

(5)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended March 31, 2005, File No. 333-71934.

(6)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Current Report on Form 8-K        dated August 26, 2005, File No. 333-71934.

(7)   Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Annual Report on Form 10-K for        the annual period ended June 30, 2005, File No. 333-71934.

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(8)   Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Current Report on Form 8-K dated        September 27, 2005, File No. 333-71934.

(9)   Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended December 31, 2005, File No. 333-71934.

(10)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended March 31, 2006, File No. 333-71934.

(11)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Annual Report on Form 10-K for         the annual period ended June 30, 2006, File No. 333-71934.

(12)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended December 31, 2006, File No. 333-71934.

(13) Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Annual Report on Form 10-K for         the annual period ended June 30, 2007, File No. 333-71934.

(14)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended September 30, 2007, File No. 333-71934.

(15)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended December 31, 2007, File No. 333-71934.

(16) Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Current Report on Form 8-K         dated May 9, 2008, File No. 333-71934.

(17) Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Current Report on Form 8-K         dated May 16, 2008, File No. 333-71934.

(18)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended December 31, 2008, File No. 333-71934.

(19)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended March 31, 2009, File No. 333-71934.

(20) Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Annual Report on Form 10-K for         the annual period ended June 30, 2008, File No. 333-71934.

(21)  Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Quarterly Report on Form 10-Q        for the quarterly period ended September 30, 2008, File No. 333-71934.

(22) Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Current Report on Form 8-K         dated May 6, 2009, File No. 333-71934.

(23) Incorporated by reference from exhibits to Vanguard Health Systems, Inc.’s Current Report on Form 8-K         dated August 21, 2009, File No. 333-71934.

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