Financial Information for Subsidiary Guarantors and Non-guarantor Subsidiaries

6 Months Ended

Dec. 31, 2012

Financial Information for Subsidiary Guarantors and Non Guarantor Subsidiaries [Abstract]

FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTOR SUBSIDIARIES

The Company conducts substantially all of its business through its subsidiaries. Most of the Company’s subsidiaries jointly and severally guarantee the 8.0% Senior Unsecured Notes due 2018 and the 7.750% Senior Notes due 2019. The subsidiary guarantee release provisions under the indentures governing these notes are considered customary and include the sale, merger or transfer of the subsidiary's assets or capital stock under a qualifying transaction as set forth in the indentures; the full release or discharge of the indebtedness including a legal defeasance or a qualifying covenant defeasance; and the designation of the subsidiary as an unrestricted subsidiary as set forth in the indentures.

Certain of the Company’s other consolidated wholly-owned and non-wholly-owned entities do not guarantee these notes in conformity with the provisions of the indentures governing those notes, and do not guarantee the 2010 term loan facility or the 2010 revolving facility in conformity with the provisions thereof. The condensed consolidating financial information for the parent company, the issuers of the senior notes and term debt, the issuers of the Senior Discount Notes, the subsidiary guarantors, the non-guarantor subsidiaries, certain eliminations and consolidated Company as of June 30, 2012 and December 31, 2012 and for the three months and six months ended December 31, 2011 and December 31, 2012 follows.

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Balance Sheets

June 30, 2012



	Parent		Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries		Combined Non- Guarantors		Eliminations			Total Consolidated
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—		$	—		$	305.8	$	149.7	$	—		$	455.5
Restricted cash	—		—			—			0.8		1.6		—			2.4
Accounts receivable, net	—		—			—			570.8		131.3		—			702.1
Inventories	—		—			—			93.2		3.8		—			97.0
Prepaid expenses and other current assets	0.1		—			—			281.8		44.1		—			326.0
Total current assets	0.1		—			—			1,252.4		330.5		—			1,583.0
Property, plant and equipment, net	—		—			—			1,802.6		307.5		—			2,110.1
Goodwill	—		—			—			680.9		87.5		—			768.4
Intangible assets, net	—		49.0			0.3			27.0		12.7		—			89.0
Investments in consolidated subsidiaries	608.8		—			—			—		—		(608.8		)	—
Investments in securities	—		—			—			—		51.8		—			51.8
Intercompany receivable	—		1,674.2			—			—		—		(1,674.2		)	—
Other assets	—		—			—			65.3		120.5		—			185.8
Total assets	$	608.9	$	1,723.2		$	0.3		$	3,828.2	$	910.5	$	(2,283.0	)	$	4,788.1

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	—		$	—		$	316.8	$	73.8	$	—		$	390.6
Accrued expenses and other current liabilities	0.1		73.2			—			392.7		120.9		—			586.9
Current maturities of long-term debt	—		8.2			—			2.1		0.9		—			11.2
Total current liabilities	0.1		81.4			—			711.6		195.6		—			988.7
Other liabilities	—		—			—			547.6		201.8		—			749.4
Long-term debt, less current maturities	—		2,672.0			9.9			4.2		9.3		—			2,695.4
Intercompany payable	307.3		—			66.7			1,483.6		193.5		(2,051.1		)	—
Redeemable non-controlling interests	—		—			—			—		53.1		—			53.1
Total equity (deficit)	301.5		(1,030.2		)	(76.3		)	1,081.2		257.2		(231.9		)	301.5
Total liabilities and equity	$	608.9	$	1,723.2		$	0.3		$	3,828.2	$	910.5	$	(2,283.0	)	$	4,788.1

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Balance Sheets

December 31, 2012



	Parent		Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries		Combined Non- Guarantors		Eliminations			Total Consolidated
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—		$	—		$	276.2	$	81.6	$	—		$	357.8
Restricted cash	—		—			—			4.1		1.6		—			5.7
Accounts receivable, net	—		—			—			562.5		103.9		—			666.4
Inventories	—		—			—			85.4		11.2		—			96.6
Prepaid expenses and other current assets	—		—			—			212.1		56.0		—			268.1
Total current assets	—		—			—			1,140.3		254.3		—			1,394.6
Property, plant and equipment, net	—		—			—			1,846.2		299.1		—			2,145.3
Goodwill	—		—			—			672.4		100.3		—			772.7
Intangible assets, net	—		45.0			0.3			31.5		11.0		—			87.8
Investments in consolidated subsidiaries	608.8		—			—			—		—		(608.8		)	—
Investments in securities	—		—			—			—		57.9		—			57.9
Intercompany receivable	—		1,573.3			—			—		—		(1,573.3		)	—
Other assets	—		—			—			73.5		106.6		—			180.1
Total assets	$	608.8	$	1,618.3		$	0.3		$	3,763.9	$	829.2	$	(2,182.1	)	$	4,638.4

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	—		$	—		$	309.2	$	59.9	$	—		$	369.1
Accrued expenses and other current liabilities	0.1		73.4			—			335.0		111.2		—			519.7
Current maturities of long-term debt	—		8.2			—			2.7		1.7		—			12.6
Total current liabilities	0.1		81.6			—			646.9		172.8		—			901.4
Other liabilities	—		—			—			501.9		156.8		—			658.7
Long-term debt, less current maturities	—		2,669.7			10.3			3.6		7.0		—			2,690.6
Intercompany payable	276.3		—			66.9			1,475.2		131.8		(1,950.2		)	—
Redeemable non-controlling interests	—		—			—			—		55.3		—			55.3
Total equity (deficit)	332.4		(1,133.0		)	(76.9		)	1,136.3		305.5		(231.9		)	332.4
Total liabilities and equity	$	608.8	$	1,618.3		$	0.3		$	3,763.9	$	829.2	$	(2,182.1	)	$	4,638.4

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Operations

For the three months ended December 31, 2011



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Patient service revenues, net	$	—		$	—		$	—		$	1,139.4		$	152.9		$	(5.7	)	$	1,286.6
Premium revenues	—			—			—			25.3			167.3			(3.8		)	188.8
Total revenues	—			—			—			1,164.7			320.2			(9.5		)	1,475.4

Salaries and benefits	3.9			—			—			628.9			69.6			—			702.4
Health plan claims expense	—			—			—			5.8			147.2			(5.7		)	147.3
Supplies	—			—			—			202.9			25.0			—			227.9
Purchased services	—			—			—			111.7			21.7			—			133.4
Rents and leases	—			—			—			15.2			3.5			—			18.7
Other operating expenses	—			—			—			113.2			21.9			(3.8		)	131.3
Medicare and Medicaid EHR incentives	—			—			—			(21.3		)	—			—			(21.3		)
Depreciation and amortization	—			—			—			56.1			9.7			—			65.8
Interest, net	—			43.5			0.4			(4.8		)	4.1			—			43.2
Acquisition related expenses	—			—			—			0.2			0.2			—			0.4
Management fees	—			—			—			(7.2		)	7.2			—			—
Other	—			—			—			(1.4		)	(0.4		)	—			(1.8		)
Income (loss) from continuing operations before income taxes	(3.9		)	(43.5		)	(0.4		)	65.4			10.5			—			28.1
Income tax benefit (expense)	(11.3		)	—			—			—			4.3			(4.3		)	(11.3		)
Equity in earnings of subsidiaries	30.9			—			—			—			—			(30.9		)	—
Income (loss) from continuing operations	15.7			(43.5		)	(0.4		)	65.4			14.8			(35.2		)	16.8
Loss from discontinued operations, net of taxes	—			—			—			(0.3		)	—			—			(0.3		)
Net income (loss)	15.7			(43.5		)	(0.4		)	65.1			14.8			(35.2		)	16.5
Net income attributable to non-controlling interests	—			—			—			—			(0.8		)	—			(0.8		)
Net income (loss) attributable to Vanguard Health Systems, Inc. stockholders	$	15.7		$	(43.5	)	$	(0.4	)	$	65.1		$	14.0		$	(35.2	)	$	15.7

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Operations

For the three months ended December 31, 2012



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Patient service revenues, net	$	—		$	—		$	—		$	1,108.5		$	217.7		$	(6.4	)	$	1,319.8
Premium revenues	—			—			—			15.4			177.9			—			193.3
Total revenues	—			—			—			1,123.9			395.6			(6.4		)	1,513.1

Salaries and benefits	2.7			—			—			552.6			142.8			—			698.1
Health plan claims expense	—			—			—			9.1			147.1			(6.4		)	149.8
Supplies	—			—			—			206.1			26.4			—			232.5
Purchased services	—			—			—			117.2			31.0			—			148.2
Rents and leases	—			—			—			13.8			5.0			—			18.8
Other operating expenses	0.1			—			—			118.9			26.1			—			145.1
Medicare and Medicaid EHR incentives	—			—			—			(14.4		)	(0.1		)	—			(14.5		)
Depreciation and amortization	—			—			—			57.2			10.6			—			67.8
Interest, net	—			51.4			0.3			(9.7		)	7.7			—			49.7
Acquisition related expenses	—			—			—			0.1			—			—			0.1
Management fees	—			—			—			(3.3		)	3.3			—			—
Other	—			—			—			(1.7		)	(0.1		)	—			(1.8		)
Income (loss) from continuing operations before income taxes	(2.8		)	(51.4		)	(0.3		)	78.0			(4.2		)	—			19.3
Income tax benefit (expense)	(7.2		)	—			—			—			(3.6		)	3.6			(7.2		)
Equity in earnings of subsidiaries	22.2			—			—			—			—			(22.2		)	—
Net income (loss)	12.2			(51.4		)	(0.3		)	78.0			(7.8		)	(18.6		)	12.1
Net loss attributable to non-controlling interests	—			—			—			—			0.1			—			0.1
Net income (loss) attributable to Vanguard Health Systems, Inc. stockholders	$	12.2		$	(51.4	)	$	(0.3	)	$	78.0		$	(7.7	)	$	(18.6	)	$	12.2

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Operations

For the six months ended December 31, 2011



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Patient service revenues, net	$	—		$	—		$	—		$	2,296.1		$	228.9		$	(13.1	)	$	2,511.9
Premium revenues	—			—			—			39.9			367.5			(7.6		)	399.8
Total revenues	—			—			—			2,336.0			596.4			(20.7		)	2,911.7

Salaries and benefits	4.6			—			—			1,253.1			109.7			—			1,367.4
Health plan claims expense	—			—			—			16.3			308.8			(13.1		)	312.0
Supplies	—			—			—			403.7			37.8			—			441.5
Purchased services	—			—			—			226.5			33.9			—			260.4
Rents and leases	—			—			—			31.2			5.5			—			36.7
Other operating expenses	0.1			—			—			232.5			39.4			(7.6		)	264.4
Medicare and Medicaid EHR incentives	—			—			—			(24.4		)	—			—			(24.4		)
Depreciation and amortization	—			—			—			113.3			15.1			—			128.4
Interest, net	—			86.3			3.8			(7.6		)	6.5			—			89.0
Acquisition related expenses	—			—			—			8.0			4.6			—			12.6
Debt extinguishment costs	—			—			38.9			—			—			—			38.9
Management fees	—			—			—			(13.4		)	13.4			—			—
Other	—			—			—			(3.9		)	(0.3		)	—			(4.2		)
Income (loss) from continuing operations before income taxes	(4.7		)	(86.3		)	(42.7		)	100.7			22.0			—			(11.0		)
Income tax benefit (expense)	3.9			—			—			—			9.7			(9.7		)	3.9
Equity in earnings of subsidiaries	(5.2		)	—			—			—			—			5.2			—
Income (loss) from continuing operations	(6.0		)	(86.3		)	(42.7		)	100.7			31.7			(4.5		)	(7.1		)
Loss from discontinued operations, net of taxes	—			—			—			(0.4		)	—			—			(0.4		)
Net income (loss)	(6.0		)	(86.3		)	(42.7		)	100.3			31.7			(4.5		)	(7.5		)
Net loss attributable to non-controlling interests	—			—			—			—			1.5			—			1.5
Net income (loss) attributable to Vanguard Health Systems, Inc. stockholders	$	(6.0	)	$	(86.3	)	$	(42.7	)	$	100.3		$	33.2		$	(4.5	)	$	(6.0	)

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Operations

For the six months ended December 31, 2012



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Patient service revenues, net	$	—		$	—		$	—		$	2,201.3		$	426.2		$	(13.4	)	$	2,614.1
Premium revenues	—			—			—			30.0			339.7			—			369.7
Total revenues	—			—			—			2,231.3			765.9			(13.4		)	2,983.8

Salaries and benefits	4.9			—			—			1,089.6			283.8			—			1,378.3
Health plan claims expense	—			—			—			17.0			280.5			(13.4		)	284.1
Supplies	—			—			—			407.7			50.9			—			458.6
Purchased services	—			—			—			232.4			63.0			—			295.4
Rents and leases	—			—			—			28.0			9.8			—			37.8
Other operating expenses	0.2			—			—			237.1			52.0			—			289.3
Medicare and Medicaid EHR incentives	—			—			—			(20.4		)	(5.4		)	—			(25.8		)
Depreciation and amortization	—			—			—			112.4			21.0			—			133.4
Interest, net	—			102.8			0.6			(17.8		)	14.9			—			100.5
Acquisition related expenses	—			—			—			0.1			—			—			0.1
Management fees	—			—			—			(6.6		)	6.6			—			—
Other	—			—			—			(6.7		)	(0.2		)	—			(6.9		)
Income (loss) from continuing operations before income taxes	(5.1		)	(102.8		)	(0.6		)	158.5			(11.0		)	—			39.0
Income tax benefit (expense)	(12.1		)	—			—			—			(6.6		)	6.6			(12.1		)
Equity in earnings of subsidiaries	43.3			—			—			—			—			(43.3		)	—
Income (loss) from continuing operations	26.1			(102.8		)	(0.6		)	158.5			(17.6		)	(36.7		)	26.9
Income from discontinued operations, net of taxes	—			—			—			0.1			—			—			0.1
Net income (loss)	26.1			(102.8		)	(0.6		)	158.6			(17.6		)	(36.7		)	27.0
Net income attributable to non-controlling interests	—			—			—			—			(0.9		)	—			(0.9		)
Net income (loss) attributable to Vanguard Health Systems, Inc. stockholders	$	26.1		$	(102.8	)	$	(0.6	)	$	158.6		$	(18.5	)	$	(36.7	)	$	26.1

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the three months ended December 31, 2011



	Parent		Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries		Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Net income (loss)	$	15.7	$	(43.5	)	$	(0.4	)	$	65.1	$	14.8		$	(35.2	)	$	16.5
Other comprehensive income:
Change in unrealized holding gains on investments in securities, net	—		—			—			—		1.4			—			1.4
Other comprehensive income before taxes	—		—			—			—		1.4			—			1.4
Change in income tax expense	—		—			—			—		(0.5		)	—			(0.5		)
Other comprehensive income, net of taxes	—		—			—			—		0.9			—			0.9
Comprehensive income (loss)	15.7		(43.5		)	(0.4		)	65.1		15.7			(35.2		)	17.4
Net income attributable to non-controlling interests	—		—			—			—		(0.8		)	—			(0.8		)
Comprehensive income (loss) attributable to Vanguard Health Systems, Inc. stockholders	$	15.7	$	(43.5	)	$	(0.4	)	$	65.1	$	14.9		$	(35.2	)	$	16.6

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the three months ended December 31, 2012



	Parent		Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries		Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Net income (loss)	$	12.2	$	(51.4	)	$	(0.3	)	$	78.0	$	(7.8	)	$	(18.6	)	$	12.1
Other comprehensive income:
Change in unrealized holding gains on investments in securities, net	—		—			—			—		1.1			—			1.1
Other comprehensive income before taxes	—		—			—			—		1.1			—			1.1
Change in income tax expense	—		—			—			—		(0.4		)	—			(0.4		)
Other comprehensive income, net of taxes	—		—			—			—		0.7			—			0.7
Comprehensive income (loss)	12.2		(51.4		)	(0.3		)	78.0		(7.1		)	(18.6		)	12.8
Net loss attributable to non-controlling interests	—		—			—			—		0.1			—			0.1
Comprehensive income (loss) attributable to Vanguard Health Systems, Inc. stockholders	$	12.2	$	(51.4	)	$	(0.3	)	$	78.0	$	(7.0	)	$	(18.6	)	$	12.9

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the six months ended December 31, 2011



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries		Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Net income (loss)	$	(6.0	)	$	(86.3	)	$	(42.7	)	$	100.3	$	31.7		$	(4.5	)	$	(7.5	)
Other comprehensive loss:
Change in unrealized holding losses on investments in securities, net	—			—			—			—		(1.8		)	—			(1.8		)
Other comprehensive loss before taxes	—			—			—			—		(1.8		)	—			(1.8		)
Change in income tax benefit	—			—			—			—		0.9			—			0.9
Other comprehensive loss, net of taxes	—			—			—			—		(0.9		)	—			(0.9		)
Comprehensive income (loss)	(6.0		)	(86.3		)	(42.7		)	100.3		30.8			(4.5		)	(8.4		)
Net loss attributable to non-controlling interests	—			—			—			—		1.5			—			1.5
Comprehensive income (loss) attributable to Vanguard Health Systems, Inc. stockholders	$	(6.0	)	$	(86.3	)	$	(42.7	)	$	100.3	$	32.3		$	(4.5	)	$	(6.9	)

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the six months ended December 31, 2012



	Parent		Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries		Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Net income (loss)	$	26.1	$	(102.8	)	$	(0.6	)	$	158.6	$	(17.6	)	$	(36.7	)	$	27.0
Other comprehensive income:
Change in unrealized holding gains on investments in securities, net	—		—			—			—		3.3			—			3.3
Other comprehensive income before taxes	—		—			—			—		3.3			—			3.3
Change in income tax expense	—		—			—			—		(1.4		)	—			(1.4		)
Other comprehensive income, net of taxes	—		—			—			—		1.9			—			1.9
Comprehensive income (loss)	26.1		(102.8		)	(0.6		)	158.6		(15.7		)	(36.7		)	28.9
Net income attributable to non-controlling interests	—		—			—			—		(0.9		)	—			(0.9		)
Comprehensive income (loss) attributable to Vanguard Health Systems, Inc. stockholders	$	26.1	$	(102.8	)	$	(0.6	)	$	158.6	$	(16.6	)	$	(36.7	)	$	28.0

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Cash Flows

For the six months ended December 31, 2011



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Operating activities:
Net income (loss)	$	(6.0	)	$	(86.3	)	$	(42.7	)	$	100.3		$	31.7		$	(4.5	)	$	(7.5	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss from discontinued operations, net of taxes	—			—			—			0.4			—			—			0.4
Depreciation and amortization	—			—			—			113.3			15.1			—			128.4
Amortization of loan costs	—			3.2			—			—			—			—			3.2
Accretion of principal on notes	—			1.4			3.8			—			—			—			5.2
Acquisition related expenses	—			—			—			8.0			4.6			—			12.6
Stock compensation	4.6			—			—			—			—			—			4.6
Deferred income taxes	(5.9		)	—			—			—			—			—			(5.9		)
Debt extinguishment costs	—			—			38.9			—			—			—			38.9
Other	—			—			—			(1.1		)	—			—			(1.1		)
Changes in operating assets and liabilities net of the impact of acquisitions	7.3			10.6			—			(167.7		)	(15.4		)	(7.0		)	(172.2		)
Net cash provided by (used in) operating activities — continuing operations	—			(71.1		)	—			53.2			36.0			(11.5		)	6.6
Net cash used in operating activities — discontinued operations	—			—			—			(0.4		)	—			—			(0.4		)
Net cash provided by (used in) operating activities	$	—		$	(71.1	)	$	—		$	52.8		$	36.0		$	(11.5	)	$	6.2

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Cash Flows

For the six months ended December 31, 2011

(Continued)



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations		Total Consolidated
	(In millions)
Investing activities:
Acquisitions and related expenses, net of cash acquired	$	—		$	—		$	—		$	(209.9	)	$	1.1		$	—	$	(208.8	)
Capital expenditures	—			—			—			(132.0		)	(5.2		)	—		(137.2		)
Net proceeds from sales of investments in securities	—			—			—			1.9			10.0			—		11.9
Other investing activities	—			—			—			2.3			(3.0		)	—		(0.7		)
Net cash provided by (used in) investing activities	—			—			—			(337.7		)	2.9			—		(334.8		)

Financing activities:
Payments of long-term debt and capital lease obligations	—			(8.2		)	(445.8		)	(6.6		)	(0.1		)	—		(460.7		)
Proceeds from issuance of common stock	67.5			—			—			—			—			—		67.5
Payments of IPO related costs	(6.9		)	—			—			—			—			—		(6.9		)
Payment of tender premiums on note redemption	—			—			(27.6		)	—			—			—		(27.6		)
Cash provided by (used in) intercompany activity	(60.2		)	79.3			473.4			(301.2		)	(201.0		)	9.7		—
Other financing activities	(0.4		)	—			—			—			(3.0		)	1.8		(1.6		)
Net cash provided by (used in) financing activities	—			71.1			—			(307.8		)	(204.1		)	11.5		(429.3		)
Net decrease in cash and cash equivalents	—			—			—			(592.7		)	(165.2		)	—		(757.9		)
Cash and cash equivalents, beginning of period	—			—			—			644.1			292.5			—		936.6
Cash and cash equivalents, end of period	$	—		$	—		$	—		$	51.4		$	127.3		$	—	$	178.7

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Cash Flows

For the six months ended December 31, 2012



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes			Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Operating activities:
Net income (loss)	$	26.1		$	(102.8	)	$	(0.6	)	$	158.6		$	(17.6	)	$	(36.7	)	$	27.0
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Income from discontinued operations, net of taxes	—			—			—			(0.1		)	—			—			(0.1		)
Depreciation and amortization	—			—			—			112.4			21.0			—			133.4
Amortization of loan costs	—			4.4			—			—			—			—			4.4
Accretion of principal on senior discount notes	—			1.7			0.5			—			—			—			2.2
Acquisition related expenses	—			—			—			0.1			—			—			0.1
Stock compensation	4.9			—			—			—			—			—			4.9
Deferred income taxes	7.0			—			—			—			—			—			7.0
Other	—			—			—			1.2			—			—			1.2
Changes in operating assets and liabilities, net of impact of acquisitions	(38.0		)	0.1			—			(52.3		)	(46.0		)	43.3			(92.9		)
Net cash provided by (used in) operating activities — continuing operations	—			(96.6		)	(0.1		)	219.9			(42.6		)	6.6			87.2
Net cash provided by operating activities — discontinued operations	—			—			—			0.1			—			—			0.1
Net cash provided by (used in) operating activities	$	—		$	(96.6	)	$	(0.1	)	$	220.0		$	(42.6	)	$	6.6		$	87.3

VANGUARD HEALTH SYSTEMS, INC.

Condensed Consolidating Statements of Cash Flows

For the six months ended December 31, 2012

(Continued)



	Parent			Issuers of Senior Notes and Term Debt			Issuers of Senior Discount Notes		Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations			Total Consolidated
	(In millions)
Investing activities:
Acquisitions and related expenses, net of cash acquired	$	—		$	—		$	—	$	(6.9	)	$	(0.3	)	$	—		$	(7.2	)
Capital expenditures	—			—			—		(178.4		)	(8.8		)	—			(187.2		)
Net purchases of investments in securities	—			—			—		—			(3.0		)	—			(3.0		)
Net reimbursements from restricted cash and escrow fund	—			—			—		17.8			—			—			17.8
Other investing activities	—			—			—		1.3			—			—			1.3
Net cash used in investing activities	—			—			—		(166.2		)	(12.1		)	—			(178.3		)

Financing activities:
Payments of long-term debt and capital lease obligations	—			(4.1		)	—		0.1			(1.5		)	—			(5.5		)
Other financing activities	(1.2		)	(0.2		)	—		—			0.2			—			(1.2		)
Cash provided by (used in) intercompany activity	1.2			100.9			0.1		(83.5		)	(12.1		)	(6.6		)	—
Net cash provided by (used in) financing activities	—			96.6			0.1		(83.4		)	(13.4		)	(6.6		)	(6.7		)
Net decrease in cash and cash equivalents	—			—			—		(29.6		)	(68.1		)	—			(97.7		)
Cash and cash equivalents, beginning of period	—			—			—		305.8			149.7			—			455.5
Cash and cash equivalents, end of period	$	—		$	—		$	—	$	276.2		$	81.6		$	—		$	357.8