Jim Gustafson - DaVita, Inc. Kent J. Thiry - DaVita, Inc. Javier J. Rodriguez - DaVita, Inc. Vijay Kotte - DaVita, Inc. James K. Hilger - DaVita, Inc. LeAnne M. Zumwalt - DaVita, Inc..

Justin Lake - Wolfe Research LLC Kevin Mark Fischbeck - Bank of America Merrill Lynch Gary Lieberman - Wells Fargo Securities LLC Chris Rigg - Susquehanna Financial Group LLLP John W. Ransom - Raymond James & Associates, Inc. Gary P. Taylor - JPMorgan Securities LLC Whit Mayo - Robert W. Baird & Co., Inc.

(Broker) Patrick Wood - Citigroup Global Markets Ltd..

Welcome, and thank you for standing by. At this time, all participants are in a listen-only mode until the question-and-answer session of today's conference. And I would now like to turn the call over to Mr. Jim Gustafson. Sir, you may now begin..

Thank you, Joseph, and welcome, everyone, to our third quarter conference call. We appreciate your continued interest in our company. I'm Jim Gustafson, Vice President of Investor Relations.

And with me today are Kent Thiry, our CEO; Javier Rodriguez, CEO of the DaVita Kidney Care; Vijay Kotte, Chief Financial Officer of DaVita Medical Group; Jim Hilger, our Chief Accounting Officer and Interim CFO; and LeAnne Zumwalt, Group Vice President. I'd like to start with our forward-looking disclosure statement.

During this call, we may make forward-looking statements within the meaning of the Federal Securities Laws. All of these statements are subject to known and unknown risks and uncertainties that could cause the actual results to differ materially from those described in the forward-looking statements.

For further details concerning these risks and uncertainties, please refer to our SEC filings including our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Our forward-looking statements are based upon information currently available to us and we do not intend and undertake no duty to update these statements for any reason.

Additionally, we'd like to remind you that during this call, we will discuss some non-GAAP financial measures. A reconciliation of these non-GAAP measures to the most comparable GAAP financial measures is included in our Form 8-K submitted to the SEC and available on our website. I'll now turn the call over to Kent Thiry, our Chief Executive Officer..

Okay. Thank you, Jim, and thank you, everyone, for joining on our call. We will start as we always do with our clinical performance, and then I will return before Q&A. Within the DaVita Medical Group, we mentioned during our Q2 call that we outperformed in clinical quality compared to the same period in the prior year.

Our strong performance has continued and we remain on track to achieve four stars or greater for our patients within each of our major health plan relationships. Within Kidney Care, we continue to focus on vascular access, where strong performance significantly improved survival and prevents unnecessary hospitalizations.

The publically reported government data released just this October shows that we've significantly outperformed the industry in this important clinical area. Lets now move on to the non-clinical subjects, and I'll turn it over to Javier Rodriguez..

approximately 60% by an increase in labor and benefits costs; and 40% by an increase in facility cost. We've seen a tightening in labor markets leading to some increase in our labor costs. In the near term, we may see these labor costs remain at higher levels. We expect that our facility cost to come down over the next couple of quarters.

Now, on to our outlook. Since we have now visibility to the end of the year, we're updating our 2016 adjusted operating income guidance for Kidney Care to be in the range of $1.695 billion to $1.725 billion.

We'll provide you with 2017 guidance on our Q4 earnings call, when we expect to have additional clarity on several variables, including open enrollment and policy changes from CMS. Now, I'll turn the call to Vijay Kotte for DMG..

in 2015 we had 18; and in 2016 we're at 44. Now, to Jim Hilger for some financial details on the quarter..

Thanks, Vijay. I'll first address our international operations. Our international operating income was $368 million in the quarter, which includes the gain on the deconsolidation of the APAC JV of $374 million. We're on track to meet our guidance for approximately $40 million in adjusted losses for 2016.

Our JV transaction with Khazanah and Mitsui closed on August 1st. As you will recall, Khazanah and Mitsui have each subscribed to acquire 20% share of ownership of the joint venture. At closing, each partner made their first investment tranche of $50 million in return for a 6.7% ownership in the joint venture.

This joint venture has been deconsolidated from our financials. Going forward, our pro rata share of its operating income will run through equity investment income in our income statement. As a result of this deconsolidation, we recorded a one-time non-cash gain of $374 million.

We are excluding this gain when reporting our adjusted non-GAAP financial results and excluding it from our adjusted operating guidance for 2016. We look forward to continuing our growth in Asia Pacific dialysis with the help of our new partners. Next, I'd like to talk about a few tax items.

In the third quarter, we recorded an adjustment related to tax assets created through the DMG acquisition escrow provisions. This adjustment resulted in a $27 million increase in corporate G&A expense that was offset by an equal reduction in income tax expense, and thus created no change in net earnings or earnings per share.

We do not expect any ongoing impact from this adjustment. Excluding this escrow provision tax adjustment and excluding the gain from the formation of the APAC dialysis joint venture, our tax rate attributable to DaVita was 40% in the quarter and 39% year-to-date.

We expect our full-year tax rate attributable to DaVita to be approximately 39% when excluding all non-GAAP items. Next, our interest expense increased slightly in the quarter to $105 million due to an increase in the interest rate cap amortization, as well as the impact of the deconsolidation of the APAC joint venture.

This higher level of interest expense reflects our go-forward run rate. And finally, turning to our continued strong and consistent cash generation. Operating cash flow was $536 million in the third quarter and $1.92 billion for the last 12 months. We expect full-year 2016 operating cash flow to be between $1.75 billion and $1.85 billion.

Since, our last earnings release, we've repurchased 9.6 million shares for approximately $619 million. And through October, we have repurchased 13.3 million DaVita shares for approximately $868 million, which represents about 6.3% of the outstanding shares at the beginning of the year.

Approximately $881 million remains outstanding under our board repurchase authorizations. We continue to have a strong cash balance with nearly $1.6 billion in cash and short-term investments as of September 30th.

While $212 million was used in October to repurchase stock and additional $360 million will be used in the coming months for the completion of the Renal Ventures acquisition, that still leaves us with over $1 billion of cash available before considering our continued strong cash generating capabilities.

As discussed at our Capital Markets Day earlier this year, we expect to generate well over $5 billion in free cash flow to use for growth and share repurchases from 2016 to 2019.

Even assuming a reasonable baseline of $1.5 billion in growth spending for development CapEx and acquisitions, this leaves over $3 billion for additional growth or share repurchase. And now, I'd like to turn it back to Kent for a few closing comments..

Thanks, Jim. And I'd actually like to make several additional comments. Some will be a little bit redundant to what JR said, but it's such an important topic we think it's worthwhile in order to achieve good clarity. Allow me eight different points, please.

Number one, we fulfilled our regulatory responsibility to provide comprehensive education to our patients. This has been an industry requirement for the last 15 years to 20 years; and then, ACA was added onto that standard in longstanding process and practice.

Number two, a very small percentage of our Medicaid patients determined that an ACA plan was better for them. And Javier mentioned some of the very significant reasons why some of those plans were way better for them and/or their families. I won't repeat the examples, but important and often beautiful improvements in care.

Number three, nonetheless, if you look at the benchmark plan, an EGHP plan, you see that total ESRD costs – meaning, dialysis and hospital-related costs, et cetera – was about 1.3% of the total medical cost. That again is, total ESRD costs in the numerator and then total medical costs for the plan in the denominator.

In the ACA plans, we estimate right now that that percentage is only up to about 1.6%. And so, it is a low absolute number and it's a low increase number. Number four, we were very sensitive to the fact that some of these patients choosing an ACA plan meant that we would be paid higher rates – commercial rates versus Medicaid rates.

And, therefore, we created a very intense oversight process to make sure that we did everything possible to live up to the CMS standards around objective presentation of information and absolutely letting the patient choose.

Number five, we, nonetheless, got swept up in the current huge controversies around the sustainability of the exchanges; and you're all sensitive to the huge political forces in play on that subject.

Number six, why did dialysis and in part DaVita become a visible part of that controversy? Well, A, – letter A – we're national and so our numbers get added up nationally unlike a lot of health systems which are regional or local; B, our patients stick out.

They're very high cost, very easy to identify, very discrete; C, there have been abuses by providers in other segments and perhaps some abuses even in ESRD. And so upfront, we started to be painted with that brush by some without data to support.

D, some payers did have very large year-over-year increases in dialysis expense, and it was originally assumed that this must be from the process that I described earlier. But in fact, in many, probably most instances, it was driven by other factors.

For example, sometimes a plan had a differentially attractive product and would gain significant market share, literally moving from having 50% of the ESRD patients in the market to 80%, thereby guaranteeing at least a 60% increase in your cost having nothing to do with anything else other than product design.

As we all know, this has been a very dynamic period, probably the most dynamic period ever in terms of alternative product design for insurance plans; and also, people have been struck by how smart the consumers are and how much shopping and switching they do.

A second explainer in several markets is when there was a bad actor in the payer world; meaning, someone who did inappropriate steering of patients away from themselves, leaving one of their competitors with a disproportionate percentage. And, again, we're talking about 30%, 40% shifts in market share in some instances.

A third driver – out of probably a potential list of seven or eight, but I'll stop after three – is areas with relatively poor Medicaid coverage, because that would naturally mean that there is a higher probability that a Medicaid patient would find an ACA plan more attractive.

This is just to give you a sense of what kind of things actually drove a lot of those year-over-year increases for particular plans. Because, as we mentioned earlier, the aggregate reality only moved from 1.3% to 1.6%. But letter E, those high examples were taken to CMS and positioned as being reasonably representative of a broader movement.

And at that point, CMS did not have the data of the 1.3% and the 1.6%. On to number seven, of eight. CMS is now starting to realize, contrary to initial impressions, that, A, some of the numbers were misleading. That's not to say they were inaccurate if they were from a particular plan. They were just misleading.

And as you start to stare at a number like a 0.3% increase – and again, this is our estimate – but as you compare that to 22% rate increases on average, you can see that we were not a material source of the problem, nor are we a material source of the solution.

Letter B, our patients made sensible choices, and we've provided lots of examples to CMS as have other providers; C, the fact that enrollment of dialysis patients within the ACA plans looks to be flat or down, even without any change in Medicaid access in 2017 and 2018 and, of course, would be down even more with any restriction on the Medicaid front.

Letter D, CMS now is starting to see some of the reasons for the dramatic disparities in year-over-year dialysis expense increases, and seeing how they have to do with product design, competition, et cetera.

And lastly, E, they also have a better sense of how charitable premium assistance has been embedded in the ESRD economic and clinical ecosystem for 20 years, with a lot of guardrails and with the OIG's blessing, including blessing the aspect of provider funding.

So number eight, and final comment is, of course, the big question on everyone's mind including ours is what exactly is CMS going to decide with respect to this portfolio of decisions. And we don't know. No one knows.

I think to their credit, they don't know right now, because they're continuing to absorb information; and we are incredibly grateful and respectful that they are doing that. Moving onto DMG, just one happy announcement, and that is that Chuck Berg is joining our leadership team as Executive Chair of the DaVita Medical Group.

He'll report to me in my role as CEO of the enterprise. Chuck's been on our board since 2007. He has a wealth of experience in the health plan world, including having been the very successful Executive Chair of WellCare Health Plans; and prior to that, the CEO of Oxford Health Plans, where I was his non-Executive Chair.

This experience, combined with his brain, makes him uniquely suited to help us evaluate our long-term strategic alternatives at DMG. And he will remain in our board in the meantime, and I and others look forward to working with him. Operator, if you could please go ahead and open up the lines for Q&A..

Thank you. We will now begin the question-and-answer session of today's conference. Our first question is coming from Justin Lake of Wolfe Research. Justin, your line is now open..

Thanks. Good evening.

I guess, my first question here is just the company bought back $600 million of stock in the last four months at prices that are 15% above the current price with full knowledge of the issues out there in terms of the concerns around third-party payment for ACA coverage, right, given the potentially significant impact on earnings here, the downstream impacts of just the government taking a harder look at third-party funding in general, managed care negotiations, et cetera, potentially getting impacted.

My question is, should we take this as a sign of your comfort level with the potential downstream impacts on third-party payment changes, et cetera, one the earnings power of the business? And if so, any color you could share on why your level of comfort is that high, would be helpful?.

Yeah. Thanks, Justin. I would not say that the reason we chose to buyback was because of any particularly distinctive level of confidence and what exactly the outcome was going to be. And certainly, if we could do it over again, we would've preferred to have waited than be buying back more now. But awfully difficult to predict things.

A lot of different variables, not only with respect to the issues you mentioned, but other issues, both threats and opportunities. And, nonetheless, I would not say that we said, gosh, there is some distinctive near-term downside and we're going to go ahead and buy anyway. I wouldn't make that claim..

Okay. Then, maybe we could just talk about your commercial mix in general, given this has been a big area of focus here. If we look at the changes in the growth and in the commercial mix and if we back out these 2,000 patients, it looks like it's been flat over the last several years.

But looking ahead and just thinking about the changes, looks like from USRDS data, there hasn't really been much incidence growth in the pre-65 population over the last 10 years.

And when we couple that with the aging of the baby boomers in the Medicare from kind of commercial years, there is the indication that it could put a fair amount of pressure on commercial mix over time.

So, I guess my question is, can you tell me whether this is a reasonable view? And if so, how should we think about this factor in relation to your typical kind of mid-single digit long-term growth algorithm for the dialysis?.

Yeah. I think it's a very fair question, Justin. And I think if you wanted to identify other worrisome long-term trends, you would also look at improved treatment regimens for diabetics and hypertensives. And commercial patients are more likely to benefit from improved treatment regimens.

On the other hand, there's also things pushing in the other direction. We continue to be quite successful with our non-acquired growth. And some of these hard times could lead a lot more small providers to sell or even shutdown.

In addition, we're very hopeful that Medicare Advantage continues to grow, because we radically prefer a customer who cares about total value; and we tend to do much better in terms of both adding value to the system and getting reimbursed for it.

In addition, as you know better than most, to the extent the mix ever starts to put too much pressure on all the independent centers, the government has the easy option of doing that which it's done three or four times before.

And that's extending the MSP provision from originally zero to 12 months, then 12 months to 18 months, then 18 months to 30 months. And so, that's a safety valve that's never far away.

Justin?.

Yes. Kent, if you can you give me one more chance.

I'll just ask you like, does this mean that should we think about within the 6%, let's just call it, mid-single digit CAGR that you look for the dialysis business, this mix looks like just the – the likely pressure that's going to be on commercial mix over the next 10 years to 20 years, is this in that number or could this have a negative impact on that number in the way you're looking at it?.

Yeah. Fair question. I would say that at the time we did the last Capital Markets, we incorporated all variables, although that was a three-year outlook. When we refreshed our Capital Markets' outlook at the next one, it will once again incorporate everything.

And while some of the stuff that you're citing is most likely not going to be economically material within the near-term, perhaps we should, for the first time in a long time, take a cut at sort of the four-year to seven-year timeframe and stare at some of the upsides and downsides, the puts and takes, not only on mix, but on cost structure, et cetera, also modality mix and some other things that can have a big impact on cash flow and return on capital.

So we don't have anything distinctively thoughtful to say to you today from an analytical point of view, but that's probably a good assignment for the next Capital Markets..

All right. Thanks, guys..

All right. Thanks, Justin..

Our next question is coming from Kevin Fischbeck of Bank of America Merrill Lynch. Kevin, your line is now open..

Great, thanks. I have a lot of questions kind of similar to that. But I guess, I appreciate all the color about the AKF change. I think that was very helpful and I think I understand those parameters.

But, I guess, the question that I'm still struggling with is what the real growth rate of the company has been over the past three years in the dialysis business? Because if I look at operating income growth over the last three years, it's been about 5% per year.

But if I was to say that this $140 million was either not sustainable or one-time in nature, then I get more like a 2% type growth in the dialysis business over the past three years. So how do we think about – and that's the low-end of what you guys think you're going to do over the next few years going forward.

And when I think about the next few years versus last few years, Medicare rates have been under pressure and likely will be in the same range.

So why is the right way to think about growth over the next three years not the low-end of that 2% to 7%, like what would cause you to do better than the low-end of that range, or is the low-end the right way to think about it?.

Yeah. Right now, I would say if you wanted to weight the probabilities between the low end, middle and top, you would find the probabilities skewed to the low-end. But it's not by a huge amount.

And then, in addition of course unit volume is for us in many ways of secondary importance, with commercial mix and the nature of commercial mix of primary importance. And that number has got a lot of dynamism to it right now, as you well know. And so, at this point, we're not revising that guidance.

But we do look forward to a very intense analytical discussion at the next Capital Markets about the next generation of three-year outlook..

Okay. And then, I guess if we look at commercial mix and take out this maybe 1% that's related to the ACA, it looks like mix has basically been flat over the last five years, maybe down a little bit, during a time when the economy is improving.

So do you think that that's really reflective of what the industry has been seeing – or I know from time to time you've raised flags about potentially competitors getting aggressive on pricing.

Has there been anything where you feel like you purposely walked away from market share, because it got competitive or is that kind of how you think mix overall for the industry has looked over that time period?.

Our guess is that our trajectory of commercial mix is quite similar to others, and we have not experienced any example of someone in our mind foolishly seeking to gain share through price reductions in an industry of almost pure variable cost, very sticky volume, and high likelihood of economic retaliation. So we haven't seen any of that go on.

And so, our guess is that competitor performance is comparable..

Okay. And then just one last question. On HCP, it looks like the number of physicians and clinicians was up nicely sequentially, but we still saw a deceleration in revenue in that business from Q2 to Q3.

Wanted to see what maybe was going on there, whether the increase in clinicians was a good sign about a ramp-up in revenue over the next couple quarters?.

Yeah. Over the long-term, you should see a positive correlation. Right now, in some cases, we were understaffed with physicians; and by adding them, we actually think we can reduce our MLR at a quantity that exceeds the incremental costs that we're adding.

In other cases, we're adding because we're doing some de novos and other work where we think by adding physician capacity we're going to get more lives. It's just that there is some lag time. So we're very sensitive to the fact that at a time when the revenue trajectory is what it is, our physician recruiting is ramping up.

But the good news is that shows what an attractive place we are for physicians, that our hit rate and recruiting is very high. The concerning news for you is we're adding to cost at a time when revenues aren't going up at the same trajectory. And so, we hear you; and over time you should see the positive correlation you expect..

Okay.

Is the right way to think about that as like a couple quarter lag or a year lag, how long do we think about these doctors adding to the earnings?.

Yeah. Unfortunately, I don't think we're good enough yet to give you an empirical answer for that. And so, I won't hazard a guess. Suffice it to say, we know you'll be watching each quarter..

You're right. Okay. Great. Thanks..

Thanks, Kevin..

Our next question is coming from Gary Lieberman of Wells Fargo. Your line is now open..

Good afternoon. Thanks for taking the question. I guess just sticking with the topic of the day, I think there's a broader concern by some investors that potentially the AKF would be restricted more broadly from making premium support payments to historical patients that they would have been doing it for COBRA or for other factors.

Can you talk about that? Do you think that is a risk and why or why not?.

Yeah. It is a risk. But the two big facts on that big issue are that for private plans to do a broad prohibition of charitable premium assistance is an exceptionally heavy lift, because there are hundreds of such organizations all over the country and thousands of hospitals that like those foundations and charities and the rest.

And to try to deploy one that's focused on our patients would be discriminatory and subject to really intense lawsuits. And then separately, CMS does not have authority over the whole EGHP realm. They of course have authority over lots of other realms, but not that one.

Is that responsive, Gary?.

Yeah. That's helpful.

Any chance you could tell us what percentage of your commercial patients, if you know it, receive premium assistance from the AKF?.

I think at this point, we've decided that disclosing that is not in your best interests, although we'll continue to stare at that each quarter, but that's our current thinking. Of course, we incorporate all variables into our forecasts, but sometimes some of these swing factors are difficult to calibrate..

Okay. And then, on the same topic, I think there are some investors that believe that in fact it's illegal for the Medicaid patients to have been given premium support. Can you just talk about that and your understanding. I assume from your perspective, it's not illegal.

Can you just help us think through that?.

Sure. I appreciate you bringing it up, because we certainly heard the concern. And on this, the very explicit references by CMS to how it is legal are multiple and really clear.

And the RFI referred to a part of the statutes that didn't apply to the subject at hand, so was literally not germane to the critical questions that you and others are worried about. And so, we have continued to point to the very explicit language supporting our position.

We have been in meetings with senior CMS officials and referred to the fact that it's very clearly legal, and have never run into a single objection from anyone..

Okay, great. That's very helpful..

Gary, let me add one other thing, Gary, that might help clear it up. It is the case that Medicaid patients cannot have federal subsidies. And so, it's not that there aren't some rules that apply, but it is very clear that there was a conscious decision made to allow Medicaid patients to make the choices that we made available to them.

And I'll even add one other element. Back when the Affordable Care Act was being rolled out, we were encouraged by the administration to promote exchange products. We were even asked to put up signs in our centers promoting the ACA plans. Now, of course, it's four years later and a lot of things have changed, but that's the actual historical context..

Great. That's very helpful.

And then, Jim, can you just remind us at what point you would've been restricted from purchasing your stock after the end of the quarter?.

Well, we typically are in a restriction period near the very end of the quarter, and we would be restricted throughout the period of time after the quarter ended, until through this call..

Got it.

But I thought you guys did in fact purchase some stock after the end of the quarter?.

Yeah. We did, and that was subject to a plan....

Okay..

...that we've put in place before we were blacked out..

So you had a 10b-5 in place before it was blacked out?.

That's correct..

Okay. Okay, great. Thanks very much..

Thanks, Gary..

Our next question is coming from Chris Rigg of Susquehanna. Your line is now open..

Hey, guys. Just wanted to again come back to the AKF issue. Obviously, you're pointing at $140 million of OI this year as in that being the potential headwind for next year. But can you give us a sense for how that ramped during the first two years of the coverage expansions? Thanks..

How the $140 million ramped up?.

Yeah.

Like, what was the exposure in 2014, and then in 2015, and now you're at a $140 million for this year in roughly 2,000-ish patients?.

Okay. I know we didn't calculate that number prior to the call, why don't – the people around the table here will see if we can and should generate that and share it before the call is over, but we don't have it at our finger tips..

Okay. And then, sort of another qualitative type question here on the AKF issue. But obviously getting to some of the – at least what's been sort of suggested from the managed care side is that by shifting some of these people from, call it, a 100% Medicaid to sort of Medicaid as a supplemental, there may have been some out-of-pocket exposure here.

I guess, when you new guys did you look back and reviewed the 2,000 or whatever that may have been in 2015 and 2014, what did you do? I guess, I'm just trying to get some comfort here that you guys feel pretty comfortable that in no material way were the individuals harmed financially? Thanks..

I'll take a first stab, and then other people may want to add on. First of all, we dedicated a huge amount of time in developing materials and training our people, and so that historic discipline of presenting objectively was on steroids for this process.

And we present very complete information that encompasses premiums, deductibles, co-pays, out-of-pocket stuff, potential federal tax credits, potential charitable premium assistance, individual versus family, high income versus low.

And so, we're thorough and it's presented to the patients in ways that leaves most of them exceptionally grateful for the help and the clarity; and then, they chose. So one can never say that theoretically you couldn't have a patient chose something that was foolish.

I'm sure, out of 2,000 patients there were some, but we have to respect the fact that it's their choice.

In general, however, just as we've seen in the exchanges over the last three years or four years, the average patient demonstrates a lot of economic common sense in how they move around between different products, particularly when they're helped..

And, Chris, this is Javier. I'll just add one important point is that they never lose their Medicaid. Medicaid was in a secondary position. So the patients actually didn't incur additional costs..

Okay, okay. And then, just one last one here on Kidney Care operating income for next year. You made reference in the Monday press release that there could be some theoretical offsets to the $140 million.

If there are, can you give us a sense for what they are? And then, just can you just give us some general sort of headwinds and tailwinds beyond the AKF issue? Thanks a lot..

Well, first of all, on mitigation, we'll be able to do a good job on that the next quarterly call if we're in the scenario where that's the topic of the day. Separate from that, and then someone else may want to add, I mean on the plus side we have a wonderful recurring unit growth.

We have the potential accelerator of continued Medicare Advantage growth. On the cost structure side, we have the opportunities in the ESA area. And on the capital deployment side, we have the opportunity for more small operators feeling a need to get out of this evermore complicated and challenging business.

On the headwind side, I think, we've laid them out with painful detail already, and so I won't list them again..

Thanks a lot..

All right. Thank you, Chris..

Our next question is coming from John Ransom of Raymond James. John, your line is now open..

Hi. I did one day of law school and ran out in horror, so my pea brain isn't wired to understand all these fine points.

But to make it simple, one of your competitors said that the no-no in their opinion was to switch people off of Medicaid, but the ambiguity was when a new patient came in, eligible for both Medicaid and an ACA plan, that's where you could present both.

Is what you're doing just sort of in line with that that new patients come in are fair game, they don't have insurance, but existing patients on Medicaid you're no longer going to try to switch them.

I know I'm oversimplifying, but is that a helpful way to think about it or no?.

Hey, it's LeAnne. I think you're confusing two things. So let's talk about – patients who signed up for ACA coverage made that choice and retained their Medicaid in the secondary. I think that answers the first question. We're not substituting ACA coverage for Medicaid.

If they're keeping them, they're having both of them and it's not subsidized by federal tax credits..

Does that answer just the first half of your question, John?.

Okay. Well, not really, but I'll follow up. There are so many crosscurrents here, I don't want to drag this out on the call. And what about the second scenario where a patient comes in without any – maybe they are eligible for Medicaid, but they just never signed up.

How does that work? And is that something – again, your competitor said we expect CMS to clarify the rules on that patient B that comes in without any insurance at all.

Is that a useful way or again was that a misleading comment by one of your competitors?.

No. I think we do have patients that come to us that are uninsured. And our education and process with those patients would be to find out all the avenues to which they could purchase coverage, whether they be Medicare or Medicaid, a commercial plan, an ACA plan, et cetera.

So our counselor's job is to make sure that each of the avenues is presented to that patient, and then the patient chooses what is best for them in their particular circumstance..

Okay. Thanks. LeAnne, hadn't heard from you a while, so it's good to hear your voice. The second question I had was, I mean, obviously in some of the comments – there were allegedly comments from either current or former DaVita employees who talked about being pressured to sign people up on commercial plans. So I'm sure you solved that stuff.

Just internally, what kind of controls do you have in place to investigate those kinds of comments? And what's your general view on that true, not true, out of context or – that'd be helpful?.

John, thank you. This is Javier. First of all, I would like to highlight that the numbers are small. But, of course, regardless of the size of the numbers, we take each and everyone very seriously. We did some huge, huge oversight here. We had to train a lot of people in a very short amount of time.

And so, we had heavy oversight and for a small number of people, they might have experienced that as negative. What we do is, of course, if we have any concerns, we give it to a third-party, we give it to our compliance department and they looking to it, and we rectify if there are any mistakes.

But the bulk of what we've looked into has now materialized. And actually, when we've gone into some sessions, we've literally asked for evidence to be provided of our wrongdoing and – alleged wrongdoing and we've never have been given any specifics, because, of course, we would want to correct any mistakes if they were brought to our attention..

Okay. That's great. And then let's switch gears, and two more quick ones. Let's say, we are in a scenario of a little more austerity on a number of fronts. I mean, there is obviously a big gap between your total CapEx and your maintenance CapEx.

In a more austere scenario, and I'll just make up a number, let's say, revenue per treatment is $340 to $345 for a bunch of reasons, how should we think about the likely reaction of the company? What levers would be likely to be pulled? And, again, CapEx is one that – would appear to be one where you have a lot of this discretion over? And, again, I asked this because there is a debate on the Street about should we look at DaVita on earnings per share or we should look at it on free cash flow? And free cash flow requires the assumption that CapEx is closer to maintenance than it is to actual?.

Yeah. We hear you. The answer right now would be fairly generic. I mean, in a world where we would suffer some serious revenue compression we would do what any responsible business person should do, and very systematically go through every line item on the P&L and every aspect of cash in and cash out.

And we would enter into that process with the expectation that we would find some savings in the P&L side, and we would find some reductions on the CapEx side. And at the same time, we haven't quantified those, but we certainly do have some serious ranges of discretion..

Okay.

Was the reduction in price for Renal Ventures driven by the new thinking around ACA plans or was it something else?.

No. It was something else. There is a part of the transaction that was contemplated at the beginning. And after further dialogue, we are not going to acquire their infusion business. So that's why the price was changed..

I see. You still think you might get that done. I know it's been dragging on for over a year, is that still to be done by the end of the year. Or maybe you never said, but that's our assumption.

Is that a reasonable assumption?.

No. There is some chance of Q4. But if you were betting, I would probably go with Q1, because there is some regulatory stuff going on. So I think Q1 is....

18 months, is that a record? I will think 18 months might be a record..

It is. It's a new record for us anyway..

And lastly, just thinking about potential good guys, ESA costs. Do you have a view of – you've got your current contract with Amgen obviously.

But if you do a market check on what other folks are now paying for ESAs, what's your view on your kind of apples-to-apples costs versus what's currently – if you were free of that contract, would that be a good guy that could be called out? Thanks. And I'll stop there..

Yeah. Hi, it's LeAnne again. I think you have to put it into two buckets. Obviously, I think the public announcement by FMC as to their cost reductions associated with their using Mircera gives you one category. So clearly, I think they are enjoying their prices better than the rest of the marketplace..

Got you..

Then you take the rest of the marketplace that's on Amgen products. And I think there was a lot of buzz about the move to Aranesp lowered the independent and small providers cost. Well, that's correct. It did. But that's a relative lowering and our ESA cost has been historically the best. And I think that holds true.

And so, if you want to ask it again in a different way, but I think that should give you the answer you're looking for..

So, in short, probably unless somebody opens up that contract, it's probably reasonable to assume not much movement on that line item through the terms of the contract?.

I don't know if that's necessarily the right conclusion. Of course, when you enter into a long-term contract, both parties will look into it as things change. Amgen, of course, is interested in seeing that we are a customer post-contract renewal, and we want to be talking to all the parties that are out there.

And so, what we're trying to make sure is that we have the right term solution for the long haul. So we're looking at this. You seldom get a chance to look at an $800 million cost line. And so, we are very eager in deploying the right level of rigor and resources to make sure that we get the right relationship going forward post-2018..

Thanks so much..

Thanks, John..

And I've got an answer for the question that Chris brought up, which is sort of this $140 million, how did it build over time. It won't be very precise, but it will give you directionally what you're seeking. And that is that the bulk of the growth came in 2015 and 2016. 2014, it was a small number, if we had to estimate in the $20 million or so range.

In 2015, the range is probably somewhere in the – I don't know, double that, give or take. We don't have very precise numbers, but we just wanted to give you directionally that the bulk of it was in 2016, with some growth in 2015..

Okay operator..

Our next question is coming from Gary Taylor of JPMorgan. Gary, your line is now open..

Hi, good evening. Just a couple of things. Given some of the reports that some of the health plans have already attempted to identify patients with AKF subsidies and even potentially terminate some of the contracts, I just wanted to check in on commercial mix. I know you disclose it annually, not quarterly.

But I do think last quarter you did acknowledge that it was still trending higher year-over-year.

So I wanted to see if that was still true for 3Q 2016 versus 3Q 2015?.

I'm sorry.

Gary, your question is commercial mix, what period to what period?.

Q3....

Just year-over-year in the third quarter, is it still trending higher year-over-year in the third quarter?.

It is. It is up year-on-year, Gary..

And sequentially probably hasn't done a lot, is that fair?.

We've seen it go down slightly in the last quarter..

Okay.

And then back to Renal Ventures, is that still ballpark, 2,300 patients to 2,400 patients and then anticipating some divestitures, is that still ballpark?.

Yes..

Thanks. And then, I just want to go to the patient care costs, which you called out. And I think you talked about 60% labor, 40% facility cost, but that was in the context of the couple dollar sequential change given that ESRD OI was down year-over-year and the cost jumped about $6 year-over-year.

Would that still be the same ratio if I look at the year-over-year that more than half of that's labor and the rest is facility costs?.

Yes..

And when you say facility cost, you said it was coming down, what exactly is driving that up temporarily?.

It was a bunch of miscellaneous line items, none of them particularly stick out. So it would just be giving you a very long list, and it just cumulatively added up to something this time. And so, we're working on it..

Last question.

I believe you were talking about HCP's OI potentially being flat into 2017 and you made no comments on consolidated or Kidney and I just wanted to confirm that that was correct?.

Yeah. That's correct. We'll be providing guidance on 2017 in the next quarterly call for U.S. Kidney Care..

Okay. Thank you..

Thank you..

Our next question is coming from Whit Mayo of Robert W. Baird. Your line is now open..

All right. Hey, thanks. I'll try to keep it quick, but maybe one more on the AKF. It doesn't appear that you implemented this exchange initiative until 2015 at least according to the RFI submission. So, one, just looking to confirm that? And the ACA obviously was implemented in 2014 and you knew about it many years prior.

So was there something that made you apprehensive about pursuing this strategy with patients and why perhaps it wasn't implemented in 2013 or 2014 open enrollment? Just looking for any additional color..

There was no conscious delay on our part..

Okay. And then, maybe just one last one with the MA STAR ratings published.

How would you characterize how your health plan partners are positioned next year? And what do you think this means for DMG, and maybe the conclusion when you look at scores like Humana's?.

Yeah. This is Vijay. Just to be clear, the 2017 numbers are already fixed, right. So we don't see much of a change between 2016 and 2017. The Humana numbers were for payment year of 2018. And the only place where we saw a potential drop was in one market.

And as you know, the STAR scores are related to a number of factors, but our clinical quality was that of four star and above. And we believe that in partnering with our health plans there are some administrative opportunities to help neutralize some of the impact of the potential hit for 2018 for Humana in that one market..

Okay. Well, that's it. We're past the hour mark. Thanks..

Well, feel free to ask another question if you'd like..

No. I'm good, Kent. Thanks..

All right. Thank you..

Our next question is coming from Patrick Wood of Citi. Your line is now open..

Perfect. Thank you very much for agreeing to squeeze me in at the end. I'll be very quick, and this should be fairly yes or no sort of small questions. I have three, if I may. The first would be, I was very interested to hear about the apples-to-apples comparison in terms of patient numbers in relation to the CMS RFI submission.

I'd be curious to hear what you guys think is an apples-to-apples number vis-à-vis what your competitors submitted, I'd be very curious to hear that? Equally, second question would be, when I backed off from your operating income sort of impact, you guys currently gave us the $140 million, I get to about $715 or so revenue implied per treatment for the exchange funds.

Is that a fair kind of back out or is there other noise in that that means that revenue per treatment number that I got it wrong somehow? And then, finally, I'd be very curious to hear of your commercial business, what percentage do you guys feel is out-of-network, would be very helpful? Thank you..

So let me tackle number one and number three, and then someone else can take a stab at number two. On out-of-network, we don't disclose exact percentages, but we've successfully dramatically reduced that number over the last five years. And strategically and from a relationship point of view, we much prefer to be in network.

And at the same time, of course, the peers got to make a reasonable offer for that tradeoff. And so, that's the answer on out-of-network.

On the patient count issue, the apples-to-apples issue, all we know is our number and our definition – and we provided we think the right definition for you to be able to assess the economics associated with this issue. And then if other competitors slice and dice it in different ways, we can't really opine on that.

You'll have to really talk to them about why they think it's the right way to do that. Hopefully, we're pretty clear about why we think batching on and off exchanges is the right way to look at it for our shareholders at least.

And then, on the second one, can somebody?.

Yeah. On the implied revenue per treatment, you're about right. And, of course, there is discrepancies geographically, and by payer, and product mix, et cetera. But yes, you are in the ZIP code..

That's absolutely fantastic. Thank you very much for your help, guys..

Our last question is coming from Justin Lake of Wolfe Research. Justin, your line is now open..

Thanks for letting me back in for one more. I wanted to touch on the – I think the people are trying to figure out the other $90 million of potential pressure here.

And so, I just wanted to walk through, is there any way to think about where those patients came from? Specifically, you've got 3,000 patients that are on ACA, about half of them are getting AKF assistance.

I assume it's a lot less likely that CMS does something to stop people who came to you with commercial to keep what they have, or having AKF help them keep what they have, versus maybe those that come to you uninsured and are just waiting for the three-month Medicare period maybe CMS steps in on that.

Is there some way to think about that $90 million and how to think about the risk and maybe break it down to those two pools, keep what you have versus uninsured?.

Let me take a little bit of a stab here, Justin, but I'm not sure if we're going to be able to give you what you want. In total, there is kind of three buckets. There is the Medicaid bucket, which of course is getting a huge amount of attention and discussion.

Then there are the uninsured, but that label is kind of misleading, because a very significant number of them came from state high-risk plans that shut down as part of the Affordable Care Act. So while they didn't have classic insurance, they were funded. And they were typically funded at rates more like commercial than Medicare or Medicaid.

And so, for the system, there is no increase in cost from their emergence in the second bucket of ACA plans. And then the third bucket, which is substantial, our people who are on private plans before ACA existed, they had individual health insurance plans. And once ACA was there, they switched over.

And so, these are people who've been buying insurance in the same way that everyone on this call buys insurance, only they're doing it individually as opposed to their employer. So those are the three buckets. And then within that second bucket, there are some subsets. But at some point, continued parsing and get to pretty small numbers..

Okay. So maybe I'll just ask the question this way and jump off. There are people that are going to come to you that are uninsured that can qualify for Medicare after three months.

If I were thinking about the potential risk bucket here, that would be the one where potentially now you're signing up for ACA plans, where before they would just have to wait three months uninsured and get Medicare.

Is there any way to think just about how CMS – could CMS address that, or effectively they're uninsured and they can buy an ACA plan like anybody else.

So how do you stop it?.

Yeah. Okay. I mean, just looked around the table. I don't have an answer to that.

Does anybody?.

Well, Justin, if I understand you correctly, I think what we're having a little disconnect in the room is, we have a population that does not qualify for Medicare or Medicaid because they haven't worked in a requisite number of quarters; or even if you are here and working through the Visa process, you have to wait five years before you're eligible for Medicare.

So, I think, there is a genuine population when we discuss, but that cannot access the government coverage.

Does that explain it for you?.

Right.

So you're saying there is not really much of this 3,000 population that just had to wait three months for Medicare before and is now getting ACA?.

Right. He's specifically asking – yeah. I hear you, Justin. You're specifically asking about that three-month waiting period and is there anybody....

Correct..

...is anything going on there. I think, Justin, we'll have to get back to you and the rest of the shareholders on that because that's not a question that I've heard asked and answered..

Got it. Appreciate the time..

All right. Thank you very much. And thanks, everyone, for your sustained interest. And we'll look forward to talking to you on all these topics in 90 days. Thank you..

And that ends today's conference. Thank you all for your participation. You may disconnect at this time..