Supplemental Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2011

Supplemental Condensed Consolidating Financial Information [Abstract]

Supplemental Condensed Consolidating Financial Information

(13) Supplemental Condensed Consolidating Financial Information

Certain of our senior notes are guaranteed by a group of subsidiaries (the "Guarantors"). The Guarantors, each of which is a 100% directly owned subsidiary of Universal Health Services, Inc., fully and unconditionally guarantee the senior notes on a joint and several basis, subject to certain customary release provisions.

The following financial statements present condensed consolidating financial data for (i) Universal Health Services, Inc. (on a parent company only basis), (ii) the combined Guarantors, (iii) the combined non guarantor subsidiaries (all other subsidiaries), (iv) an elimination column for adjustments to arrive at the information for the parent company, Guarantors, and non guarantors on a consolidated basis, and (v) the parent company and our subsidiaries on a consolidated basis.

Investments in subsidiaries are accounted for by the parent company and the Guarantors using the equity method for this presentation. Results of operations of subsidiaries are therefore classified in the parent company's and Guarantors' investment in subsidiaries accounts. The elimination entries set forth in the following condensed consolidating financial statements eliminate distributed and undistributed income of subsidiaries, investments in subsidiaries, and intercompany balances and transactions between the parent, Guarantors, and non guarantors.

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011

(amounts in thousands)

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Net revenues	$	0			1,271,186			583,581			(6,105	)	$	1,848,662
Operating charges:
Salaries, wages and benefits		0			604,833			240,985			0			845,818
Other operating expenses		0			239,152			117,216			(6,010	)		350,358
Supplies expense		0			127,227			75,590			0			202,817
Provision for doubtful accounts		0			93,934			61,965			0			155,899
Depreciation and amortization		0			55,214			19,952			0			75,166
Lease and rental expense		0			15,321			7,850			(95	)		23,076
		0			1,135,681			523,558			(6,105	)		1,653,134
Income from operations		0			135,505			60,023			0			195,528
Interest expense		47,113			810			529			0			48,452
Interest (income) expense, affiliate		0			15,904			(15,904	)		0			0
Equity in net income of consolidated affiliates		(113,314	)		(29,851	)		0			143,165			0
Income before income taxes		66,201			148,642			75,398			(143,165	)		147,076
Provision for income taxes		(18,853	)		51,165			19,922			0			52,234
Net income		85,054			97,477			55,476			(143,165	)		94,842
Less: Income attributable to noncontrolling interests		0			0			9,788			0			9,788
Net income attributable to UHS	$	85,054		$	97,477		$	45,688		$	(143,165	)	$	85,054

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(amounts in thousands)

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Net revenues	$	0		$	3,890,041		$	1,790,141		$	(18,758	)	$	5,661,424
Operating charges:
Salaries, wages and benefits		0			1,826,384			717,376			0			2,543,760
Other operating expenses		0			721,674			351,438			(18,473	)		1,054,639
Supplies expense		0			388,598			226,983			0			615,581
Provision for doubtful accounts		0			274,603			195,329			0			469,932
Depreciation and amortization		0			160,711			59,040			0			219,751
Lease and rental expense		0			46,970			22,898			(285	)		69,583
		0			3,418,940			1,573,064			(18,758	)		4,973,246
Income from operations		0			471,101			217,077			0			688,178
Interest expense		150,369			2,412			1,896			0			154,677
Interest (income) expense, affiliate		0			47,712			(47,712	)		0			0
Equity in net income of consolidated affiliates		(394,754	)		(118,102	)		0			512,856			0
Income before income taxes		244,385			539,079			262,893			(512,856	)		533,501
Provision for income taxes		(58,511	)		191,297			59,852			0			192,638
Net income		302,896			347,782			203,041			(512,856	)		340,863
Less: Income attributable to noncontrolling interests		0			0			37,967			0			37,967
Net income attributable to UHS	$	302,896		$	347,782		$	165,074		$	(512,856	)	$	302,896

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010

(amounts in thousands)

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Net revenues	$	0			855,865			473,278			(5,879	)	$	1,323,264
Operating charges:
Salaries, wages and benefits		0			390,628			182,114			0			572,742
Other operating expenses		0			165,274			98,898			(5,784	)		258,388
Supplies expense		0			106,000			74,024			0			180,024
Provision for doubtful accounts		0			77,160			56,307			0			133,467
Depreciation and amortization		0			38,376			17,154			0			55,530
Lease and rental expense		0			11,762			6,762			(95	)		18,429
		0			789,200			435,259			(5,879	)		1,218,580
Income from operations		0			66,665			38,019			0			104,684
Interest expense, net		10,568			730			180			0			11,478
Interest (income) expense, affiliate		0			15,219			(15,219	)		0			0
Equity in net income of consolidated affiliates		(62,098	)		(28,903	)		0			91,001			0
Income before income taxes		51,530			79,619			53,058			(91,001	)		93,206
Provision for income taxes		(4,080	)		21,093			10,391			0			27,404
Net income		55,610			58,526			42,667			(91,001	)		65,802
Less: Income attributable to noncontrolling interests		0			0			10,192			0			10,192
Net income attributable to UHS	$	55,610		$	58,526		$	32,475		$	(91,001	)	$	55,610

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

(amounts in thousands)

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Net revenues	$	0		$	2,578,478		$	1,448,278		$	(18,024	)	$	4,008,732
Operating charges:
Salaries, wages and benefits		0			1,169,676			545,544			0			1,715,220
Other operating expenses		(349	)		485,100			287,518			(17,739	)		754,530
Supplies expense		0			322,579			221,187			0			543,766
Provision for doubtful accounts		0			209,305			193,316			0			402,621
Depreciation and amortization		0			111,394			51,672			0			163,066
Lease and rental expense		0			35,105			19,728			(285	)		54,548
		(349	)		2,333,159			1,318,965			(18,024	)		3,633,751
Income from operations		349			245,319			129,313			0			374,981
Interest expense, net		33,669			2,125			338			0			36,132
Interest (income) expense, affiliate		0			45,657			(45,657	)		0			0
Equity in net income of consolidated affiliates		(213,497	)		(92,978	)		0			306,475			0
Income before income taxes		180,177			290,515			174,632			(306,475	)		338,849
Provision for income taxes		(12,824	)		92,075			34,619			0			113,870
Net income		193,001			198,440			140,013			(306,475	)		224,979
Less: Income attributable to noncontrolling interests		0			0			31,978			0			31,978
Net income attributable to UHS	$	193,001		$	198,440		$	108,035		$	(306,475	)	$	193,001

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2011

(amounts in thousands)

	Parent		Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Assets
Current assets:
Cash and cash equivalents	$	0	$	32,076		$	7,071		$	0		$	39,147
Accounts receivable, net		10,176		646,725			288,292			0			945,193
Supplies		0		58,376			37,401			0			95,777
Other current assets		15,786		69,798			10,278			0			95,862
Deferred income taxes		64,609		48,762			322			(10,662	)		103,031
Current assets held for sale		0		73,266			19,673			0			92,939
Total current assets		90,571		929,003			363,037			(10,662	)		1,371,949
Investments in subsidiaries		5,088,951		1,143,521			0			(6,232,472	)		0
Intercompany receivable		822,217		1,144,831			0			(1,967,048	)		0
Intercompany note receivable		0		0			3,071,860			(3,071,860	)		0
Property and equipment		0		3,606,000			1,402,607			0			5,008,607
Less: accumulated depreciation		0		(1,144,187	)		(613,789	)		0			(1,757,976	)
		0		2,461,813			788,818			0			3,250,631
Other assets:
Goodwill		820		2,113,182			491,949			0			2,605,951
Deferred charges		108,453		7,241			535			0			116,229
Other		6,350		237,656			17,165			0			261,171
	$	6,117,362	$	8,037,247		$	4,733,364		$	(11,282,042	)	$	7,605,931
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term debt	$	102	$	1,113		$	1,296		$	0		$	2,511
Accounts payable and accrued liabilities		27,505		522,207			246,329			0			796,041
Current liabilities held for sale		0		2,785			85			0			2,870
Federal and state taxes		41,192		0			620			(10,340	)		31,472
Total current liabilities		68,799		526,105			248,330			(10,340	)		832,894
Intercompany payable		0		0			1,967,048			(1,967,048	)		0
Other noncurrent liabilities		55,773		257,861			114,802			0			428,436
Long-term debt		3,643,707		3,922			37,601			0			3,685,230
Intercompany note payable		0		3,071,860			0			(3,071,860	)		0
Deferred income taxes		127,701		49,841			0			(322	)		177,220
Redeemable noncontrolling interests		0		0			213,131			0			213,131
UHS common stockholders' equity		2,221,382		4,127,658			2,104,814			(6,232,472	)		2,221,382
Noncontrolling interest		0		0			47,638			0			47,638
Total equity		2,221,382		4,127,658			2,152,452			(6,232,472	)		2,269,020
	$	6,117,362	$	8,037,247		$	4,733,364		$	(11,282,042	)	$	7,605,931

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2010

(amounts in thousands)

	Parent		Guarantors			Non Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Assets
Current assets:
Cash and cash equivalents	$	0	$	21,385			8,089			0		$	29,474
Accounts receivable, net		10,646		561,869			265,305			0			837,820
Supplies		0		57,069			37,261			0			94,330
Other current assets		51,161		69,903			8,996			0			130,060
Deferred income taxes		82,416		55,927			322			(17,831	)		120,834
Current assets held for sale		0		109,781			8,817			0			118,598
Total current assets		144,223		875,934			328,790			(17,831	)		1,331,116
Investments in subsidiaries		4,694,776		1,024,840			0			(5,719,616	)		0
Intercompany receivable		1,056,839		939,667			0			(1,996,506	)		0
Intercompany note receivable		0		0			3,071,860			(3,071,860	)		0
Property and equipment		0		3,492,263			1,361,709			0			4,853,972
Less: accumulated depreciation		0		(1,029,609	)		(571,396	)		0			(1,601,005	)
		0		2,462,654			790,313			0			3,252,967
Other assets:
Goodwill		820		2,153,366			435,728			0			2,589,914
Deferred charges		101,582		6,749			329			0			108,660
Other		7,612		214,694			22,973			0			245,279
	$	6,005,852	$	7,677,904		$	4,649,993		$	(10,805,813	)	$	7,527,936
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term debt	$	559		1,357			1,533			0		$	3,449
Accounts payable and accrued liabilities		16,318		514,225			288,791			0			819,334
Current liabilities held for sale		0		3,343			173			0			3,516
Federal and state taxes		16,886		0			623			(17,509	)		0
Total current liabilities		33,763		518,925			291,120			(17,509	)		826,299
Intercompany payable		0		0			1,996,506			(1,996,506	)		0
Other noncurrent liabilities		13,672		252,568			114,409			0			380,649
Long-term debt		3,855,810		4,834			51,458			0			3,912,102
Intercompany note payable		0		3,071,860			0			(3,071,860	)		0
Deferred income taxes		123,835		49,841			0			(322	)		173,354
Redeemable noncontrolling interests		0		0			211,761			0			211,761
UHS common stockholders' equity		1,978,772		3,779,876			1,939,740			(5,719,616	)		1,978,772
Noncontrolling interest		0		0			44,999			0			44,999
Total equity		1,978,772		3,779,876			1,984,739			(5,719,616	)		2,023,771
	$	6,005,852	$	7,677,904		$	4,649,993		$	(10,805,813	)	$	7,527,936

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(amounts in thousands)

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments		Total Consolidated Amounts
Net cash provided by operating activities	$	60,800		$	388,838		$	112,864		$	0	$	562,502
Cash Flows from Investing Activities:
Property and equipment additions, net of disposals		0			(143,953	)		(51,451	)		0		(195,404	)
Proceeds received from sale of assets and businesses		0			0			23,682			0		23,682
Acquisition of property and businesses		0			0			(8,599	)		0		(8,599	)
Costs incurred for purchase and development of electronic health records application		0			(27,874	)		0			0		(27,874	)
Net cash used in investing activities		0			(171,827	)		(36,368	)		0		(208,195	)
Cash Flows from Financing Activities:
Reduction of long-term debt		(252,289	)		(1,156	)		(14,094	)		0		(267,539	)
Additional borrowings		36,000			0			0			0		36,000
Financing costs		(23,559	)		0			0			0		(23,559	)
Repurchase of common shares		(44,532	)		0			0			0		(44,532	)
Dividends paid		(14,638	)		0			0			0		(14,638	)
Issuance of common stock		3,596			0			0			0		3,596
Profit distributions to noncontrolling interests		0			0			(33,962	)		0		(33,962	)
Changes in intercompany balances with affiliates, net		234,622			(205,164	)		(29,458	)		0		0
Net cash (used in) provided by financing activities		(60,800	)		(206,320	)		(77,514	)		0		(344,634	)
Increase (decrease) in cash and cash equivalents		0			10,691			(1,018	)		0		9,673
Cash and cash equivalents, beginning of period		0			21,385			8,089			0		29,474
Cash and cash equivalents, end of period	$	0		$	32,076		$	7,071		$	0	$	39,147

UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

(amounts in thousands)

	Parent			Guarantors			Non Guarantors			Consolidating Adjustments		Total Consolidated Amounts
Net cash provided by operating activities	$	515		$	294,698		$	117,602		$	0	$	412,815
Cash Flows from Investing Activities:
Property and equipment additions, net of disposals		0			(132,382	)		(45,368	)		0		(177,750	)
Proceeds received from sale of assets and businesses		0			21,460			0			0		21,460
Restricted cash related to bond issuance		0			(256,972	)		0			0		(256,972	)
Costs incurred for purchase and development of electronic health records application		0			(13,216	)		0			0		(13,216	)
Net cash used in investing activities		0			(381,110	)		(45,368	)		0		(426,478	)
Cash Flows from Financing Activities:
Reduction of long-term debt		(191,174	)		(1,659	)		(1,767	)		0		(194,600	)
Additional borrowings		250,000			0			0			0		250,000
Financing costs		(5,016	)		0			0			0		(5,016	)
Repurchase of common shares		(3,963	)		0			0			0		(3,963	)
Dividends paid		(14,555	)		0			0			0		(14,555	)
Issuance of common stock		5,204			0			0			0		5,204
Profit distributions to noncontrolling interests		0			0			(23,558	)		0		(23,558	)
Proceeds from sale of noncontrolling interest in majority owned business		0			0			600			0		600
Changes in intercompany balances with affiliates, net		(41,011	)		86,734			(45,723	)		0		0
Net cash (used in) provided by financing activities		(515	)		85,075			(70,448	)		0		14,112
Increase (decrease) in cash and cash equivalents		0			(1,337	)		1,786			0		449
Cash and cash equivalents, beginning of period		0			5,367			3,813			0		9,180
Cash and cash equivalents, end of period	$	0		$	4,030		$	5,599		$	0	$	9,629