Steve G. Filton - Senior Vice President and Chief Financial Officer Alan B. Miller - Chairman & Chief Executive Officer.

A.J. Rice - UBS Securities LLC Kevin Mark Fischbeck - Bank of America Merrill Lynch Josh Raskin - Barclays Capital, Inc. Matthew Borsch - Goldman Sachs & Co. Ralph Giacobbe - Citigroup Global Markets, Inc. (Broker) Ryan Halsted - Wells Fargo Securities LLC Ana A. Gupte - Leerink Partners LLC Jason W. Gurda - KeyBanc Capital Markets, Inc.

Frank Morgan - RBC Capital Markets LLC John W. Ransom - Raymond James & Associates, Inc. Paula Torch - Avondale Partners LLC.

Good morning. My name is Brent, and I will be your conference operator today. At this time, I would like to welcome everyone to the UHS Fourth Quarter 2015 and Year-End Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you.

And I'd like to turn the call over to Steve Filton, CFO. Please go ahead..

Thank you, Brent. Good morning. Alan Miller, our CEO, is also joining us this morning. Welcome to this review of Universal Health Services' results for the full year and fourth quarter ended December 31, 2015.

During the conference call, Alan and I will be using words such as believes, expects, anticipates, estimates, and similar words that represent forecast, projections and forward-looking statements.

For anyone not familiar with the risks and uncertainties inherent in these forward-looking statements, I recommend a careful reading of the section on risk factors and forward-looking statements and risk factors in our Form 10-K for the year ended December 31, 2015.

We would like to highlight just a couple of developments and business trends before opening the call up to questions. As discussed in our press release last night, the company recorded net income attributable to UHS per diluted share of $6.76 for the year and $1.74 for the quarter.

After adjusting for the incentive income and expenses associated with the implementation of electronic health records applications in our acute care hospitals, as well as the other items attributable to last year's fourth quarter as disclosed on the supplemental schedule included with last night's earnings release, adjusted net income attributable to UHS increased approximately 12% to $170.7 million or $1.71 per diluted share for the quarter ended December 31, 2015, as compared to $152 million or $1.51 per diluted share during the fourth quarter of 2014.

On a same facility basis, revenues in our behavioral health division increased 3.6% during the fourth quarter of 2015. Adjusted admissions and adjusted patient days to our behavioral health facilities owned for more than a year increased 0.2% and 0.7%, respectively, during the fourth quarter of 2015.

Revenue per adjusted patient day rose 2.5% during the fourth quarter of 2015, over the comparable prior year quarter. We define operating margins as operating income or net revenues less salaries, wages and benefits, other operating expenses and supplies expense divided by net revenues.

Operating margins for our behavioral health hospitals owned for more than a year were 27.1% and 27.9% during the quarters ended December 31, 2015 and 2014, respectively. On a same facility basis in our acute care division, revenues increased 7.3% during the fourth quarter of 2015.

Adjusted admissions increased 4.8%, while revenue per adjusted admission increased 3.3%. On a same facility basis, operating margins for our acute care hospitals increased to 17.2% during the fourth quarter of 2015, as compared to 16.8% during the fourth quarter of 2014.

Our cash generated from operating activities was $1.021 billion during 2015, as compared to $1.036 billion during 2014. The small decrease is primarily attributable to $199 million unfavorable change in working capital accounts experienced during 2015 as compared to 2014, resulting mainly from the timing of disbursements.

Our accounts receivable days outstanding decreased to 52 days during the fourth quarter of 2015 as compared to 54 days during the fourth quarter of 2014. At December 31, 2015, our ratio of debt to total capitalization was 45%. We spent $110 million on capital expenditures during the fourth quarter of 2015 and $379 million during the full year of 2015.

During 2016, we expect to spend approximately $400 million to $425 million on capital expenditures, which include expenditures for capital equipment, renovations, new projects at existing hospitals and construction of new facilities.

In conjunction with our share repurchase program that commenced during the third quarter of 2014, during the fourth quarter of 2015, we repurchased 478,000 shares of our stock at a cost of $58 million. Subsequent to December 31, 2015, we purchased an additional 887,000 shares at an aggregate cost of $99 million.

$77 million remains on the previous authorization, and yesterday, our Board of Directors approved an additional $400 million in share repurchases. Our estimated range of adjusted net income attributable to UHS for the year ended December 31, 2016 is $7.12 to $7.58 per diluted share.

This guidance range excludes the unfavorable $0.17 per diluted share of EHR impact expected during 2016, as described in our press release.

This guidance range represents an increase of approximately 4% to 10% over the adjusted net income attributable to UHS of $6.87 per diluted share for the year ended December 31, 2015, as calculated on the Supplemental Schedule included in last night's press release.

During 2016, our net revenues are estimated to be approximately $9.75 billion to $9.85 billion, representing an increase of approximately 8% to 9% over 2015 net revenues. We are pleased to answer your questions at this time..

Your first question comes from the line of A.J. Rice with UBS..

Hi, everybody.

Maybe just to drill down a little further on the components of the 2016 guidance, Steve, possibly can you give us any commentary around your thoughts on revenue or EBITDAR growth by segment? And are there any other items in there that impact the guidance, like acquisitions, further share buybacks, or new development that we should think about?.

Okay, A.J. So, I think we've been fairly transparent over the course of the last few months in talking about our outlook for next year. In terms of the two segments, I think on the acute side, we see revenue growth of about 6% next year in the acute division same store. On the behavioral side, probably a little bit lower, maybe 5%.

I think the acute care 6% is split fairly evenly between price and volume, and I think the behavioral 5% is probably weighted a little more towards volume rather than to price. And I think in both divisions, we expect margins to increase slightly if we can achieve those revenue growth levels.

In terms of unusual items or other things that are not included in what I just went through, we have talked for many quarters now that we will be opening a new sixth acute care hospital in Las Vegas. We estimate that to occur in the beginning of the fourth quarter of 2016.

That's probably a $5 million to $10 million EBITDA drag on the back half of next year as we have pre-opening and then – pre-opening cost and startup losses. And it's probably a bit more of a drag at the net income line as the depreciation and interest associated with that facility comes online.

We probably lose a few million dollars next year on foreign exchange impact in the UK. We probably lose a few million dollars on a decline in, what we call, special Medicaid reimbursement monies which would be UPL and disproportionate share and provider taxes.

And I think the only other probably noteworthy item about our guidance is that as has always been our historical practice, we assume that our free cash flow is dedicated to the repayment of debt and all – the only share repurchase or other deployment of capital that we build into our guidance and build into our model is that which has already occurred.

And so, I think it's a fairly conservative way of thinking about 2016 capital deployment because repayment of debt at the moment is the least accretive of all of our capital deployment options..

And on that last point, I would assume you're including the $99 million you've purchased to date or is that not included in guidance, year-to-date this year?.

That is included..

Okay. Maybe my follow-up would be just – so you're assuming that you get a rebound in the psych revenues to your long-term target of at least 5%. Obviously, the last two quarters you've been a little bit below that. Can you comment on a little more? I know you've talked about some shortage of clinicians.

Is that still the primary driver and how quick can that be addressed?.

Yeah. I mean I would point out, A.J., that I think one of the drivers of the somewhat softer behavioral revenues in Q4 was a pretty difficult comparison to last year, particularly on the volume side. I think same-store admissions, behavioral admissions in the fourth quarter of last year were up 6.8%.

And so I think we always knew that was going to be a tough nut to compare to in the fourth quarter of 2015.

Additionally, as you alluded to, we have talked in the last quarter or two about the fact that in some of our markets and I think the national data is supportive of this as well, we're facing a shortage to some degree of psychiatrists, in many cases and in some cases, nursing and other clinical professionals and again in some markets that's causing us to not be able to treat all the patients who present themselves for admission and it mutes our volume and ultimately our revenue numbers in some of those markets.

We feel like the 5% number that I have identified as being embedded in our revenue guidance for next year is absolutely achievable. We are working our way through the shortages in many of these markets. The comparisons certainly become easier as the year goes on.

Next year, I would suggest that, that 5% may be a little bit back-end loaded as we work through the comparisons and work through some of the clinical shortages. But I think we feel like the number is eminently achievable..

Okay, great. Thanks a lot..

A.J., Steve talked about how we put together the guidance, et cetera, and all of the charges we have as we go through it, I want to point out that Henderson Hospital, which will open as you mentioned in the fourth quarter, will cost us in the short run obviously, but Temecula Hospital, which we opened a couple of years ago, has been running well, well ahead of budget.

So, we made some pretty good investments..

Yeah. I mean Las Vegas is a market that keeps on giving, I guess, for you guys in Southern California, too, to some degree. Thanks a lot..

Okay..

Your next question comes from the line of Kevin Fischbeck with Bank of America..

All right. Great, thanks. Just want to go into the acute care side of things and the margins and I guess, this is the second quarter of 7% type growth and margin contraction.

Just want to see if you go through some of the issues, is it the same issues that were impacting Q3 margins that were impacting Q4, and why do you feel comfortable that margins are going to be up next year or this year?.

So, I'm not sure where the commentary on margin contraction comes from, Kevin. I mean in my remarks, I pointed out that on a same facility basis, acute care margins were 17.2% in the fourth quarter of 2015 versus 16.8% in the fourth quarter of 2014. So....

Okay. I'm sorry.

Then I guess the issues that you talked about in Q3 then, have they been addressed in Q4?.

Yeah. I think that we had clinical shortages, personnel shortages on the acute side in Q3 as did some of our peers. And what we said at that time was that we thought we could hire enough permanent nurses to generally overcome most of the problem.

We thought that we'd make progress in the fourth quarter and continue to make progress into the first part of 2016. And I think that's the way it shaped up. We definitely made progress in Q4, and I think we'll make some further progress in the first half of 2016..

And then I guess the bad debt spiked in Q3, I guess, it was up year-over-year in Q4 but down sequentially from where you were.

Can you talk a little bit about the trends there?.

Yeah, I mean – so I think when you know – you're looking at the uncompensated care numbers and they are certainly up in Q4. That's almost always going to be the case simply as a function of pricing because of the way we calculate that. Our uninsured admission growth in Q4 actually slowed a little bit.

In Q3, our uninsured admission growth was tracking ahead of our overall admission growth, and that trend reversed itself in Q4 while our overall uninsured admissions were up. They were up slightly slower than our overall admissions. So, I think our payer mix seems to be settling in to a bit more of a stable environment in Q4.

And again, I think we're just extremely pleased at the overall even after uncompensated care is included, 7% plus growth in acute care revenues in Q4..

And do you expect payer mix to be stable into 2016?.

I think that's generally our expectation, to be fair. Payer mix is probably the most difficult of – sort of all the assumptions and all the metrics to predict. But our general sense is that the two items that have affected payer mix over the last few years have been the ACA and its favorable impact on improving payer mix.

And we think that that has been moderating over the last few years and will continue to moderate next year and it's part of the reason why we think our acute care revenue growth moderates from the 8% or so in 2015 to more like 6% in 2016.

And then the improving economies, I don't think we necessarily feel like our local market economies are improving as rapidly as they were in 2014 and 2015, but I think we feel like they certainly will remain stable in 2016..

Okay. Perfect. Thanks..

Your next question comes from the line of Josh Raskin with Barclays..

Thanks. Good morning. Steve, I think you might have alluded to this a little bit, but just a question broadly on labor cost. I think you mentioned on the psych side still seeing more, I guess, on the physician and I guess a little bit in nursing.

But anything more broadly in terms of labor cost and more specifically on the acute care side?.

I mean, I think what we said in Q3 vis-à-vis the acute care labor sort of situation was that we felt like our use of temporary nurses or registry nurses was greater than it should be, that's a function, I think, of a number of things including turnover rates that we'd like to drive somewhat lower, decisions that are made exactly when and how to hire permanent nurses, et cetera.

And I think we generally attributed the increase in salary expense and the pressure on salary expense in Q3 to some inefficiencies in terms of not hiring as many permanent nurses as we needed to in Q3. And again, I think we felt like that was a transient problem that we can address.

And as I was commenting to Kevin, I think we felt like we did address it in Q4. Clearly, the numbers got better. And I think our expectation is frankly they'll continue to improve into 2016..

Okay.

And you put contract labor and other expense, right? It's not in the SWB line, is that right?.

So, contract nurses are in the salary line. Contract physicians are in the other operating expense line..

Okay. And then just a second question, just on the buybacks. You guys have been a little bit more active to start the year. Should we read into that in terms of anything around the M&A landscape or other uses? I mean, you guys obviously don't have a leverage issue, in my opinion, so I'm sure you can do both.

But I just want to make sure we shouldn't be reading into the environment or something like that..

So, I think, Josh, we share your view that our leverage levels are such that we are flexible enough to do any number of things to respond to M&A opportunities as well as to be a share repurchaser if the market dictates that.

Our commentary in the last few quarters and I would repeat it, I don't think it has changed in Q4 is that we think the M&A landscape is still active for us on both sides of the business. We completed two reasonably sized behavioral deals in the back half of last year and continue to look at others into 2016.

We've commented that the landscape and the market for acute care deals that are, I think, more suitable in our minds for what has been historically our market profile of more suburban, midsize, urban markets, larger hospitals, larger hospital systems seems more active.

It's always difficult to predict which of those deals or how many of those deals might ultimately prove to be actionable or executable. But we certainly feel like it is more active.

But also, like many of you, I think we have viewed the decline in our stock over the last couple of quarters as really not something that has been justified by the underlying fundamentals of the business, which we don't feel have changed very much over the last six months.

And as a consequence, we feel that their degree of confidence in our underlying business and feel like the current valuations of our stock are a compelling opportunity as well. And that's why we've become a more active acquirer of shares as well.

So, I think as you suggest and I think, given our balance sheet and our flexibility, we're going to pursue any and all of these opportunities that continue to make economic sense for us..

Okay. Perfect. Thanks, Steve..

Your next question comes from the line of Matthew Borsch with Goldman Sachs..

Yes. Hi. Sorry. Just first, a soapbox comment, which I guess, you've gotten before, that we appreciate the fact that you don't waste 20, 25 minutes of your time and our time reading through the press release and go right to questions. So, thank you very much for that.

Let me ask about the bad debt trend, recognizing that the strong acute revenue growth was more important than that. Can you give us any granularity? I know last quarter, you talked about the South Texas market being an area where you saw an uptick in uncompensated care.

Is that continuing or is there anything to spike out from there?.

So, Matt, I think from a geographic perspective, we have said now, frankly, for several quarters that if you look at our acute care results overall, the Las Vegas market, the Southern California market has generally been tracking above the average acute care result.

And I think that's true across the board in terms of volumes and revenue and payer mix and bad debt. And we've said that the Texas market and markets, because we have multiple markets in Texas, have generally been lagging the average. And I think that was true in Q4. I'm not exactly sure why that is.

Obviously, there is a great deal of focus and speculation that that's oil and gas-related and driven. We tend not to be in markets that are directly impacted by the oil and gas business. So, I'm not certain that that's the main driver or the only driver for sure.

But certainly, our Texas markets for the last several quarters have been underperforming the acute care average..

Thank you for that. And one more question, if I could, on a different topic.

Amidst all the pressure on insurers, on the ACA exchange business, what are you generally seeing in terms of the dynamic for commercial rate negotiations, both as it relates to that business and generally, the larger core group business as well?.

Yeah. So, let me address that, I think, both in terms of volume and price.

And I'll make the comment, and I think we've been making this comment and expressing this view longer and probably more adamantly than some of our peers and that is, we've always found it difficult to precisely carve out our ACA experience and separate out exactly what our ACA commercial experience and rates are versus our overall commercial experience.

And I would say, we continue – and honestly, as the ACA has progressed and we're now well into our third year – actually into our fourth year of it, I think that we find that even more difficult.

So, my commentary is probably more about commercial rates just generally than about ACA rates, specifically, and that is we don't see tremendous changes either in our rate of increase. I think our commercial rates have increased still average in the 6%, 6.5% range. It varies to some degree by contract, by market. But I think that's still our average.

And I don't think we're really seeing significant changes in other terms. In benefit plan design, we're not seeing an emphasis on narrow networks that I think we actually expected we would see more of, et cetera. So, I think as we enter 2016 and as we think about creating our model for 2016, it is more of the same, as much as anything..

Okay. That's very helpful. Thank you. That's it. Sorry. Go ahead..

Your next question comes from the line of Ralph Giacobbe with Citi..

Thanks. Good morning. Just want to go back to the staffing shortages and maybe, more particularly, I think you mentioned psychiatrists. That doesn't sound overly transient.

But maybe you could talk through the dynamics there, how you can sort of fix that and whether this is also an area of higher wage pressure that we should expect on the behavioral side of the business going forward..

Sure.

So, look, I think that your comment, Ralph, in the sense that I believe we're facing psychiatrist shortages in specific markets because I think, nationally, the data suggests that the number of new psychiatrists over the last decade have not kept up or have lagged the overall number of new doctors, so the percentage of psychiatrists is actually declining.

And I agree with you. That is a kind of more structural issue.

I believe the market tends to correct for that, in that as the demand for psychiatrists increases, as psychiatrists' earnings increase, more and more people get attracted to the field, more and more practicing psychiatrists will choose to devote at least some of their hours to clinical activities, rather than to academic or other activities.

So, I do think there is some market correction that goes on for all this. In addition, I think – and the trend, what my commentary about this being a transient problem is really meant to imply that I believe we can pull levers in our markets to address the issue. We can more aggressively recruit for psychiatrists.

We can bring psychiatrists into a market that has a shortage.

Your comment that that may cost us more money and, in fact, I think does cost us more money if you look at, one of the reasons I think that our behavioral margins have come under pressure is because the cost of acquiring psychiatrists has also gone up in addition to there being some pressure on our volumes.

And the other thing that I think we do in markets where the regulatory environment allows us to is we create physician extenders, nurses and other clinicians who can do some of the tasks that psychiatrists are sometimes asked to do. And that helps us as well in terms of not having enough psychiatrists.

So, we're doing all those things, and pulling all those levers and aggressively focus on the issue. And to some degree, I think, our confidence that we're going to do those things better than some of our peers in our markets causes me to comment or to believe that this is a transient sort of issue that we can overcome..

Okay.

But the behavioral revenue up 5%, we should think of an ability to still get to sort of EBITDA growth on a same-store basis of at least that 5% versus maybe a little bit below?.

That's certainly what we have embedded in our guidance..

Okay, all right. Fair enough. And then just quickly on the acute side, you posted volume trends well in excess of peers for several quarters now. I know you are in a smaller subset of markets and have a little bit of a smaller hospital base.

But any sense of dynamics within your specific markets about whether you think all hospitals within your areas are seeing similar trends? Do you think you are taking market share? Have you seen hospital closures? Just anything that stands out around the disproportionately better volume trends you're seeing? Thanks..

I think as your question suggests, Ralph, it's a combination of factors. We tended to be in markets that were disproportionately hurt by the recession and had higher unemployment rates. I think that a number of sell-side folks did analysis during the recession of where unemployment was the highest.

And when they compare the public companies, I think we often fared the worst during the height of the recession in places like Las Vegas, and Southern California, South Florida, South Texas.

But what we suggested at the time and we believed was that when the economy recovered and when those local market economies recovered, we would benefit disproportionately from those recoveries. And I think that has certainly been an element of what has happened over the course of the last few years.

As Las Vegas has come, I would suggest, roaring back, we've really benefited from that, for example. But I think we also believe that in many of our markets, we are aggressively increasing our market share. Both Alan and I mentioned the fact that in our big California market, which is Riverside County, we built a new hospital several years ago.

In the Las Vegas market, we're building a new hospital to open later this year. We continue to take those very obvious actions and other not-so-obvious actions to cement, enhance and increase our market share in most of our acute care markets, and I think we have done that fairly successfully over the last few years as well.

So, I think both of those dynamics are at play when you see the really robust and industry-leading acute care revenue growth that we've been putting up..

Okay. That's helpful. Thank you..

Your next question comes from the line of Gary Lieberman with Wells Fargo..

Good morning. This is Ryan Halsted on for Gary. I was hoping you could drill more into your behavior revenue growth guidance. The 5% is towards the low end, I guess, of your – of past ranges and certainly below where you have grown in the recent past.

So I was hoping maybe you could just provide a little more color on the reimbursement environment and what makes you a little cautious on that outlook..

Sure, Ryan.

So, actually, I think as the conversation and commentary has been so far in the call, the issue for us is not so much caution about the pricing environment which I think, actually, has been fairly healthy, and I think even if you look at Q4, the 2.5% pricing growth on our revenue per day in behavioral is, quite frankly, as good as and a little better than we expected.

So that I don't think is the concern going into or the caution – I should say the caution going into 2016. I think the caution is some of the volume pressures that we've seen over the last few quarters, and I think those volume pressures are manifested in a few different areas.

The area that we talked about the most historically and certainly over the last few quarters has been length-of-stay compression that even when we were posting really strong admission growth, length-of-stay compression was muting or diminishing that growth to a degree.

I think the length-of-stay pressure is starting to alleviate some and so we're hopeful that will continue, but the admission softness that we've seen as a result of – again two things.

Very difficult comparisons in the beginning of 2016 that I think clouds some of our guidance for the year, and then some of the issues we've had over the clinician shortages that we've been talking about and while, as I've said in my previous commentary, I think we can address those. It may take a quarter or two.

So, I think that's really what has caused us to be a little more muted about our behavioral revenue growth. And obviously, in the long-term, we think that the tailwinds for behavioral revenue growth have a lot of potential. We haven't really talked in this call about the potential for the IMD exclusion being partially or fully lifted.

But we believe that will occur and when it does, that will provide an opportunity for another step-up in behavioral volumes that we're likely to see not so much in 2016, but in 2017 and thereafter..

Okay, that's very helpful. And then my second question. If you take a look at your segment EBITDAR on a same-store basis, I realize there was some margin pressure on the behavioral side. But just even on a year-over-year EBITDAR growth basis, it looked like, combined, the segments were up nicely.

But then comparing that with the consolidated EBITDAR, the growth year-over-year wasn't as much.

So, I was just wondering if there was anything on a non-same-store basis or on a corporate overhead basis that I should be thinking about, or am I not thinking about this correctly?.

I mean there's nothing that really stands out, Ryan. I will make the comment that we did have a favorable malpractice adjustment last year, and I know just from talking to some analysts last night that not everybody was taking that into account.

So, I would just ask people to go back and make sure they've – we, if you will, equalize that adjustment in our supplemental schedule. So, I would just sort of ask everybody to focus on making sure they've done that. I think other than that, I can't think of any really significant changes other than as we disclosed.

Last year, we acquired an insurance company, insurance product in our acute care division last year. That's been a little bit of a drag, although I don't think it's a huge needle mover..

Thanks for taking my questions..

Your next question comes from the line of Ana Gupte with Leerink..

Yeah. Thanks. Good morning. Hi, Steve..

Hi, Ana..

Again, coming back to bad debt, you had improved your bad debt pretty nicely, I think, sequentially. And in the third quarter, a lot of the companies had issues. For the most part, there has been some improvement into the fourth quarter. There was speculation around exchanges.

The, I think, ACA talked about Medicaid application processing in communities taking that write-down on collectability of the consumer cost sharing piece of it.

Was this just a spike and a blip in the third quarter? And do you feel out of the woods and so we should look at your bad debt slap now into 2016 taking the baseline from 4Q? Or are there any uncertainties as you look at your revenue cycle management and you're trying to drill down into what happened there?.

Sure. So, to be perfectly candid, I think we struggled in Q3 with explaining the increase in uncompensated volumes.

As you suggest, some of our peers offered explanations that included some level of disenrollment in the exchanges as exchange participants found their premiums going up where they suggested that maybe some exchange participants had game the system and enrolled to get certain care but then disenrolled when they got that care.

Those explanations seemed reasonable, and we can sort of find anecdotal examples within our own experience to support those explanations. But don't really have the vast database to really be able to validate them in any pervasive or comprehensive way.

And I think our fourth quarter experience would suggest that even if those explanations were valid in Q3, they didn't necessarily extend into Q4. The other question you asked about, which I think, we certainly would concur with the experience.

I mean we have seen that as the ACA has been implemented and as exchange plans have become more prevalent and many of them have high deductable, high co-insurance components to them that the level of – or the amount of the bill due from the patient has gone up, and as a consequence, the level of bad debt on that portion of the bill has also gone up.

We believe that our accounting for that change has been real time and current all along and has been reflected over the course of the last several years in our current results. So, I don't feel like – we feel like there's any catch-up required in the way that we're recognizing that phenomena for financial statement purposes..

Okay. That's very helpful. Thanks, Steve. And on the volumes, just coming back to the acute care volumes, I think it sounds like you're saying to an earlier question that it was more secular growth than share shifting from other players in the markets that you are in.

As you saw the 4Q trends on both volumes and on acuity and then coming into the first quarter, anything you are seeing in the first quarter relative to the fourth quarter from a seasonality perspective or the acuity or types of decisions that would tell us what the drivers of that volume growth is?.

Yeah. So just to go back, and I would say that what – my answer before was really meant to say that I think our acute care revenues in general are benefiting from both the improvement in our end market economies, as well as the ACA benefit.

And honestly, I think, sometimes, it's difficult for us to distinguish precisely between the two and market share gains as well. So, again, I think all those dynamics are contributing.

In terms of, I think, forward-looking into just the early part of 2016, I think – and I think most of the surveys have suggested this that the end of 2015 and the beginning of January were slow from a volume perspective on the acute side. I think that may be attributable to the fact that it was a late starting and relatively slow flu season.

But I would say over the course of the last six weeks from the middle of January to the end of February, acute care activity, at least at our hospitals, seems to be pretty robust and certainly doesn't give us any pause about being able to continue to achieve the numbers that we identified before..

And one final question on the IMD exclusion. There was a very recent news flow, I think, last week that CMS sent this to the Office of Management and Budget.

Were there any changes or markups from the behavioral hospital industry and/or managed Medicaid in the version that has gone there relative to what we saw last May?.

We believe that the version, particularly in terms of the provisions that are most relevant to us, remains intact and viewed the news item that you point out as a good one or a positive one in the sense that, even though the process is moving albeit a little bit slower than we would like, it is moving.

And as I was saying before, I think we expect the pending CMS rule to be issued sometime this year. And we would hope that the effective date would be no later than the beginning of next year and that would provide a tailwind for our behavioral business and our behavioral volumes going into next year..

Thanks, Steve, very helpful..

Your next question comes from the line of Jason Gurda with KeyBanc..

Hey. Thanks for the question.

Steve, I apologize if I missed this, but did you provide an update on how your UK operations are performing?.

We didn't. We didn't get that specific question. The UK commentary over the last few quarters has been that both our original Cygnet acquisition as well as our subsequent Alpha acquisition and our smaller one-offs and new beds are really generally doing quite well. Occupancy rates for our UK behavioral hospitals, on average, are in the low-90s.

And we continue to look for further expansion opportunities and the ability to grow that platform in the UK, which we continue to remain very enthusiastic about..

Do you think the review of the Priory transaction, Acadia's transaction with the Priory Group, do you think that would provide some opportunities for one-off facility pickups?.

A, what the trade commission in the UK decides to do, if anything, when they review the transaction; and, obviously, B, what Acadia decides to do with their portfolio of hospitals, either in response to the trade commission action or in response to other priorities that they may have. So, again, I think we're looking at all opportunities in the UK.

And we'll respond to any and all opportunities that arise, whether they're from that transaction or from, I think, a host of other sources that we're obviously exploring at the same time..

Okay. And lastly, in April, the comprehensive joint replacement bundling initiative begins. I'm sure you've made arrangements to prepare for that. Maybe if you could discuss that a little bit..

Yeah. So, all of our acute care hospitals have participated in Medicare's bundled payment demonstration project so far. I think and, again, I don't believe our experience is in any way unique.

I think we're finding the data that Medicare is providing, both in terms of the amount and level and timeliness of that data, to be somewhat insufficient for us to be able to really participate in this in a meaningful way and make meaningful changes.

So, I think we're probably likely to actually step back our level of activity and step back in when I think the program is working more efficiently and I think some of the kinks are worked out.

But to your point, I mean, I think we've on, from an infrastructure perspective, prepared and feel very prepared for what we think is going to be the long-term trend in this industry, which are more coordinated, more collaborative payments, more risk-based payments.

We've done a lot of work over the last several years to be prepared for that and I think feel like we are..

Okay. Thank you..

Your next question comes from the line of Frank Morgan with RBC Capital Markets..

Good morning.

Just curious, any commentary around surgical volumes and ED volumes, what were they and how does that compare to recent trends?.

Yeah. So, Frank, I think surgical volumes, as has been the trend for the last few years, continue to outpace even our admissions growth. And I think on the surgical side, surgical volumes are up overall.

In Q4, we returned a little bit more to what we've been seeing, the historical pattern where, I think, outpatient volumes are up like 4% and inpatient volumes are up 2%. We went through a few quarters where inpatient was actually outpacing outpatient and that was really contributing to some very strong revenue and revenue acuity.

This is a bit more normalized, but, again, in the end, still helping us put up 7% acute care revenue growth, which we're quite pleased with..

Yeah. Got you. And just curious, you announced an acquisition back in the fall. I haven't heard you really talk much about it, in the addiction treatment area, the Foundations acquisition.

I just wonder if you could give us an update there on how that transaction has been working and from our perspective, we thought it had a chance of being relatively accretive and just any color there? Thanks..

And I'm sorry, Frank. You faded in the very beginning at least for me.

Were you asking about Foundations?.

Yes, yes..

Okay. I'm sorry. I thought you were. Yeah. So Foundations, which was a behavioral acquisition that we did in October of last year, really, from our perspective, was intended to enhance our presence in the addiction recovery business. UHS has been in the addiction recovery business for as long as we've been in the behavioral business, for 30-plus years.

But the Foundations' model, business model, is a bit different. It's a bit more of an out-of-network model, although it's a fairly balanced in and out of network source of patients. And it's much more of a direct-to-consumer marketing model than our traditional referral-based model.

And what we thought is that the Foundations' approach and the Foundations' infrastructure and their very nuanced patient capture system and technology that they have would be a nice complement both to our existing addiction treatment businesses, as well as to other like-diagnoses businesses, things like autism and eating disorders.

And I think that's really the way it's shaping up. So I think that the early results from Foundations are good and they're encouraging.

But I think what we're really most excited about is really taking the best of both of our models, if you will, and combining them, not only in the addiction business, but in some of these other similar diagnoses and service line businesses. And we think the real payoff is further down the road..

Okay. Just one final one, if I can, a clarification on your discussion around CapEx, including construction of the hospital. I'm assuming that's just the one in the Vegas area. Or was there another one that you are contemplating that you are allocating some capital for? Thanks..

That's the only acute care hospital. We have a couple of de novo projects that are on the – in some stage of development on the behavioral side as well. Obviously, those are smaller dollars..

Your next question comes from the line of John Ransom with Raymond James..

Hi. Hi, good morning. Most of my stuff has been answered. But I'm curious about a couple of things. So, you guys can put capital in broadly three different buckets. You can continue to add on in the UK, you can do American behavioral, American – or American addiction assets or you can look at large U.S. acute assets.

Do you have any preference or is it all case by case?.

And, John, I would add to that which I know you didn't purposely leave out, the opportunity to repurchase our own shares which we've been doing as well..

Sure, sure..

Look, I think we have always made the argument and I think we make the argument because we really believe it that we are relatively ambivalent about where we invest our next dollar of capital.

And I say – I use the term ambivalent to mean that we would like to invest our next dollar of capital wherever it is going to earn the best return or certainly earn over our hurdle rate of return.

And if there are opportunities in each of those buckets that you described, I think we feel like we have the opportunity and the financial and capital flexibility to do that.

On the other hand, I think one of the hallmarks of UHS as a disciplined investor over the years is that if those opportunities are not compelling and they don't meet our return hurdles, we're okay with waiting until we find some that do. And I think that's going to be our approach going forward. It's been our historical approach.

And I think the only comment that we've made in the last few quarters is we think that pipeline is fairly active, and we would hope that we'll be able to find some actionable deals out of that pipeline..

Okay.

And I guess as a follow-on to that, did you guys look at any intensity in the – at the Priory deal? And was there anything about that that you didn't like, either the price or the mix of assets or just doubling down in the UK?.

I mean I'm not – we're not going to comment on any specific transaction. But I think that most of the transactions that get announced in the public space are transactions that are made available to most of the public players. And on those transactions, we certainly do our due diligence and do our work.

And I think we look at the opportunity just as I described, what's the historical growth rate of the assets that are being sold, what's the likely future growth rate, what's the price. And as a consequence, what's the likely return. And there are deals that we either choose not to participate in, or somebody chooses to pay more for.

And that's okay with us. I think we historically have gotten most of the deals that we thought really made compelling sense. We don't get them all, but I think we have found that our relatively judicious and deliberative approach to capital deployment has served us well over the years and continue to believe that's the case..

John....

Great. Yeah..

Steve had covered it very, very adequately. But as you pointed out, we have a number of areas that we can invest. I think we are a prudent investor and it's a question of which appears to have growth possibilities, what's the price and we're indifferent with regard to which area we put it into.

But we are certainly concerned about the level of debt of the corporation and the equity and you know that..

So would you – as the world moves more to outpatient, you have got this impressive fleet of inpatient assets.

But are you thinking – is there any thought in the board level down the road that maybe we need to make a bigger step in an outpatient basis? Or do you think you are adequately covered just blocking and tackling market by market?.

I mean, John, we don't talk about outpatient as a discrete business strategy because I think we believe that there's an integrated outpatient strategy in every single one of our acute care markets.

We certainly acknowledge the trend that everybody has seen over the last few years of a shift of traditionally inpatient procedures to outpatient and I think in virtually all of our markets, we could discuss in some detail how we've tried to take advantage of that, the facilities that we have either built on our own or acquired, the specific marketing emphasis that we've taken on.

But again, I think we have not embarked on a sort of a discrete outpatient strategy, meaning that we've not necessarily been interested in obtaining or embarking on outpatient revenue growth outside of our markets. But we're very aggressively pursuing the strategy within our existing markets..

Okay. And then just lastly, what is spurring – a couple of you, you and your peer group, there seems to be just a little bit more at the conversation level for acute care assets. And I'm talking about the type of acute care assets that you're screening, not rural or small market.

What do you think is driving that?.

I think, John, that as acute care hospitals, in general, think about the changing healthcare landscape.

They see, as a question before suggested, a move – a long-term move from fee-for-service reimbursement to some sort of risk-based reimbursement whether that's bundled payments as we were talking about before or ACO-type payments or capitated payments.

That's a huge change and a huge change in the requirements and the expertise of running acute care hospitals and I think a lot of the hospitals that we've talked to worry about their ability to compete in that new landscape, either from a physical facility perspective and information technology perspective, a relationship with physician perspective.

I think there are a whole host of changes that hospitals will have to make. And some hospitals, certainly not all, but some hospitals, I think, are deciding that they prefer to have help either greater expertise or greater capital infusion or some combination of both as they embark on those challenges.

And in my mind, that's probably what's driving this increased level of interest and activity..

Okay. Well, I've taken more than enough time. Thanks so much..

Your next question comes from the line of Paula Torch with Avondale Partners..

Great. Thank you. Good morning. I just have one question on the acute care business. You mentioned the gain in market share as well as seeing benefits from end market economies and the ACA. And just wondering on the market share side if you can remind us what kind of investments you are making there to keep that edge and to grow your market share.

And do you think that that's a piece that could continue on into 2017 and beyond?.

Yeah. That's a difficult question to answer in a short way, Paula. Because again, I think it is largely a market-by-market discussion, because I think that the strategies in each market are not necessarily the same. But we certainly have talked over the years about investing in physician ownership and physician practices.

We've invested in information technology so that we have a more integrated approach with our physicians. We've invested in physical facilities and continuing on to what I was saying to John, and upgrading our outpatient capabilities in particular. We've acquired a number of outpatient facilities in our markets over the last few years.

So, again, in the context of having a few more minutes to talk about it, I'd love to talk about maybe some of the individual strategies and individual markets. But suffice it to say at this point that I think it's a multi-pronged approach in each of our markets..

Okay. That's fair.

And just maybe if I could just follow up, you talk about the secular improvement and how much room do you see for economic improvement in some of your markets? Are we full here or do you think there is still some room like in areas like Texas, for example?.

Yeah. Look, I'm not a macro economist by any means, Paula. So, I answer questions like this with a lot of trepidation.

But I will say that during the recession, we saw the negative impacts of this long and profound recession over the course, I would argue of, in some cases, four years or five years in some of our markets, beginning as early as 2009 and continuing in many of these markets through 2013.

And so, it would not be surprising to me if the recovery in those same markets was over a similar period. And we're probably three years or so in most of these markets into the recovery. So, while I think the impact is probably starting to diminish, I would still think we have another year or two of positive runway in a lot of these markets..

Thank you. That's helpful..

And sir, we have no further questions at this time..

Okay. Well, we appreciate everybody's time and patience this morning and look forward to talking with everybody again in a couple of months after the first quarter..

Thank you. This concludes today's conference call. You may now disconnect..