Good afternoon. My name is Jona and I will be your conference operator today. At this time, I would like to welcome everyone to the DaVita Q3 Earnings Conference Call. [Operator Instructions] Jim Gustafson, you may join your -- start your conference.

Thank you, Jona, and welcome everyone to our third quarter conference call. We appreciate your interest in our company. I'm Jim Gustafson, Vice President of Investor Relations, and with me today are Kent Thiry, our CEO; Jim Hilger, our interim CFO; LeAnne Zumwalt, Group Vice President; and Matthew Mazdyasni, HealthCare Partners Executive Vice President and CFO. Also, Bob Margolis, HCP's CEO, may be joining us later in the call as well. I'd like to start with our forward-looking disclosure statements. 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 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 quarterly report on Form 10-Q and annual report on Form 10-K. Our forward-looking statements are based on the information currently available to us, and we do not intend and undertake no duty to update these statements for any reason. Additionally, I'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 are included in our Form 8-K submitted to the SEC and available on our website. I will now turn the call over to Kent Thiry, our Chief Executive Officer.

Okay. Thank you, Jim, and thanks to all of you for joining on this call, and we are hoping that all of you and your families and friends are safe and are going to get through the storm okay. The second quarter was a solid quarter. We did well both clinically and operationally. I'll cover 3 topics: Clinical outcomes, our outlook and then HealthCare Partners in turn. But first, clinical outcomes, as we always do, because that is what comes first. We are, at our most basic, a caregiving company serving approximately 151,000 patients now, and soon many more when we close the HealthCare Partners combination. With respect to adequacy, which is essentially how well we're doing at removing toxins from our patients' blood, this quarter, 98% of our hemodialysis patients had a Kt/V greater than 1.2. Second, with respect to vascular access, 71% of our patients have fistulas. Third, with respect to phosphorous, 81% of our patients have phosphorous levels less than or equal to 5.5 milligrams per deciliter. We also did very well in vaccinations in a number of other areas. And for these and virtually all other clinical measures, our patient outcomes compare very favorably to the national averages. And this quality care not only results in healthier patients, but also drives reductions in hospitalizations and surgical procedures and therefore, significant savings to the U.S. health care system. Subject #2 for me is our outlook. But the good news is that both DaVita and HealthCare Partners have continued to perform according to our plans and expectations, perhaps even a little better than that. And the ultimate 2012 outlook reflects that trend. In addition, we are initiating operating income guidance for 2013 and that's to be in the range of $1.75 billion to $1.9 billion NOI, which of…

Thanks, Kent. Non-acquired growth in Q3 was 4.4% when normalized for days of the week. The U.S. dialysis revenue per treatment was down about $0.74 from the prior quarter, primarily due to a decline in mix in the quarter. Note that this decline occurred after our mix had remained stable for the first 2 quarters of the year. I would like to point out that our private pay population continues to grow in absolute terms. But its growth was outpaced by the growth in government programs, such as Medicare Advantage and the VA in the quarter. U.S. dialysis patient care cost per treatment was up about $0.20 from the prior quarter, which is within the normal quarterly fluctuations. Dialysis G&A per treatment was down about $0.35 from the prior quarter, benefiting from lower professional fee spending and a continued decrease in the DSI integration costs, as the DSI integration is almost complete. Please note that G&A costs generally fluctuate from quarter-to-quarter, and we anticipate higher G&A expense in the fourth quarter due to increased IT spend and the timing of legal costs. International losses declined to $8 million in the quarter, reflecting some reduced legal and professional fee expenses. We expect international losses to be in the mid- to high-$30 million in 2012. Debt expense in the quarter was impacted by the recently completed HCP-related bond offering in late August. This offering resulted in approximately $9 million in interest expense and related fees in the third quarter. This HCP-related debt expense reduced our earnings per share by $0.06 below where it otherwise would have been. And operating cash flow was $367 million in the third quarter. Now, a few additional points on our outlook. We are updating our 2012 operating income guidance to legacy DaVita to a range of $1.315…

[Operator Instructions] And your first question comes from the line of Darren Lehrich from Deutsche Bank.

I wanted to ask a few things here. I guess just in terms of the outlook, would be interested in just getting your thoughts on sequestration, in particular. I'm familiar with your probabilistic language in terms of how things get baked in from the risk side of the equation. But I guess I'd be curious just to know how probable or high the probability is in the outlook relative to sequestration, just to help us get our arms around that. I think most of us have assumed in our model that, that's close to 100% probability. So specific to that, maybe would like to hear how you're thinking about that on the risk side.

We also ascribe a high probability to something like that happening.

Okay. So high -- greater than 50%? Just maybe you could qualitatively help us think about how that's baked into your outlook.

Yes. Darren, it's KT. I think, as you know, and significantly above 50%. We think it's highly likely that something like that will happen relatively soon no matter who's elected. It is not 100%, but we put the number up pretty high, and I repeat, that either it or something like it will happen as scheduled or sometime soon.

Okay, that's helpful. And then if I could, with Matt in the line, we obviously appreciate the detail, Jim, on the HCP performance in Q3. I would be curious to know, what the year ago, Q3 was, we're also getting a hand on the seasonality of the business. So just with a comparison on EBITDA. And, Matt, specifically, if you can just help us think about the seasonal true-ups and the utilization and sort of what the your order of magnitude was for those in the period.

Sure, the utilization in third quarter, usually, it's better and we had the same phenomena happen last year third quarter. Also, there were true-up based on our risk adjustment factors that's at the time of the year that Medicare CMS pays us and updates the RAP score. So that exact thing happened also in 2011.

And the EBITDA number in '11, in the third quarter, against the 161, it was what?

I don't think we want to go in the history of that level of detail, Darren, because there are some so many puts and takes. But suffice it to say that what's happening this year, Q3, Q4 is comparable to what happened last year Q3, Q4.

Okay, all right. And then just one last thing, if I could. I'd be curious to know if LeAnne's on the line or somebody if you could comment. We're obviously expecting a pretty important rule-making cycle for dialysis in this next year. And I just would love to get your thoughts on how robust you think CMS's data set is. I'm sure you've had a lot of conversation with them. But specifically, as it relate to the orals, how do you feel that CMS is sort of prepared to include a thoughtful rule for 2014 on that?

Yes, let me take a first pass, Darren, and then LeAnne is on the line and she can amend any of the statements. The good news is that CMS is working hard because they know their data set is fundamentally flawed and incomplete. And so they know that and they are doing good work and good analysis and doing good listening to try to figure it out. The tough reality is it's not easy for them to do that and the dynamics of orals are pretty intense. And so we continue, since we're the leader by far in that arena in terms of providing a comprehensive array of orals to patients, we're unique in having the data that shows what well-managed utilization protocols and practices and conventions are that correlate with the best clinical outcomes, both for health and for macroeconomics for the health care system. And we are, of course, dutifully reporting to those, to them every opportunity we get. So good news is they're working it hard and showing it the respect it deserves as an important and difficult issue. The bad news is that it doesn't necessarily mean they're going to get it right and if they get it wrong, it's really bad for patients. LeAnne, what would you amend?

Nothing, Kent. That was well stated.

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

I guess on the HCP front, there was an announcement of an acquisition during the quarter into a new geography. Could you comment on how that's going and maybe more generally on how you think about new geographies as you enter them and what makes them attractive?

That is the acquisition -- it's ABQ Health in Albuquerque, New Mexico. We consummated that transaction effective September 1. And we are now in the process of helping them to have all the core competencies that HealthCare Partners has and implement that for that market.

And what I would add, Gary, is as is been documented in the public realm that's we're in a bit of a spat with one of the other local organizations there, and so right now, battling it away and impossible for us right now to predict what the outcome, what the short-term outcome of that will be.

Okay. Is it possible for you to give us any color on the spat?

No, it's pretty typical stuff when you can't agree on a rate between a plan and a provider, that then you get into a bit of a tussle. And that's what's happening, so it's pretty normal as those things go. And also, it's an intense exchange and that's why we just have to say, we just can't predict how it's going to come out.

Okay. Maybe a couple of housekeeping items. I'm not sure if you said it, but what percent of commercial -- of total dialysis treatments was it?

10%, Gary.

Okay. And that's rounded, I assume?

Yes.

Okay. And then as you are negotiating the commercial book of business, are there any updates as it continue to sort of be the same back-and-forth or is it getting more difficult or easier?

I would say, at this point, it's the same, which is to say, always difficult, always a big challenge. We are holding our breath a bit. And at the same time, there's always some opportunities and it kind of nets out in the last couple of years to a relatively smooth trajectory. It's pretty misleading in terms of how it feels like to be in the boat. But there is nothing dramatically different going on right now in terms of the things being harder or easier.

Okay. And was there any impact from pharmaceuticals on the cost per treatment in the quarter? Did prices go up or down meaningfully in the quarter?

Gary, not really. It was pretty flat in the quarter.

Okay. And then if you could just update us on how you're thinking about the use or I guess the potential use of any of the competing drugs that are out there today?

Gary, a particular one in mind? Otherwise, we might ramble too much.

Omantis was the one I had in mind.

Yes, that's what I figured. Well, for us, as you probably recall and many others recall, we made a -- established a serious partnership with Amgen, with Epogen, which is the gold standard for anemia management. And so, we've got our partner with a very well established, proven drug and therapy. At the same time, we're paying a lot of attention to, of course, what else is going on and we'll be very curious to see exactly what does unfold.

Okay. But you're not doing any kind of small demo or trial with Omantis, are you?

No, we're not.

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

I'll assume that's me then. This is Kevin Fischbeck. A question for you about the guidance for HealthCare Partners for next year. I know that a lot of times the Medicare Advantage plans talk about the selling season or their benefit design versus their competitors. I mean, I guess, when you guys outlined your operating income projections for next year, I mean, what factors are you looking at to give you comfort with that range for next year?

Boy, Kevin, I had pretty much -- Matt and I would just list off the generic stuff. We had to take it all into account. What you think is going to happen with rates, what's going to happen in existing markets with non-acquired growth, what deals we're going to close, all of the various components of the medical loss ratio, so how much expense we're going to add to ramp up our ability to go into new markets. So can you come at us again because I'm worried that we're being so generic, we're not helping you?

Well, I guess it's just that we've seen kind of utilization be pretty low for quite some time. I mean, how do you think about utilization going forward and your ability to control that in the context of where your rates are settling out? What kind of assumptions you're making about membership growth and the plans that you guys are aligned with because that's going to help drive your client base as well?

Kevin, I think as far as our utilization is concerned, we are pretty comfortable with our projection. By October 15, usually, we have very good visibility on all the benefits that all the health plans have filed. So from that point of view, we are able to incorporate that to our projection. And I think on enrollments, we have looked at our rate of growth for the past few years and incorporated that into the projection.

Okay. And if you could just remind me, you mentioned deals and I think you guys have talked about doing good number of deals each year. So in your guidance, you're assuming a certain number of deals, you just assumed that it's prorated overtime? And if you can just remind me kind of how to think about the EBITDA contribution from deals each year?

Well, I think what we did emphasize in the capital markets is that they didn't flow evenly, not like dialysis where we do 20, 30 deals a year, huge numbers of de novos that HealthCare Partners, the new business in terms of deals comes much more in chunks. And some of them have a lot of potential for post deal ramp up and others don't. So it's going to be chunkier than what DaVita shareholders are used to. Having said that, we are very confident that in the next few years, we will be getting exciting or attractive deals done. We just, right now, wouldn't be very good at predicting when. Is that responsive?

I thought that the guidance at the capital markets, it was something like it's $80 million of deals a year and then chunky bigger deals on top of that. Is that not the way to think about it? And if it is, then what did $80 million of transactions mean from a contribution perspective?

Well, as to your question about what prior guidance was provided, everyone in the room is telling me that no, we did not say what you thought you heard. And then as to the second one, sort of generically, what does $80 million in deals buy you. Boy, it really differs so radically because sometimes, you might get an asset with no earnings but tremendous potential. Other times, you get one with nice healthy earnings at a solid multiple. And other times, well, I won't go through more scenarios. But I think you'll see from the announced transactions, that there's deals that get done in sort of the 6 to 7.5 multiple ranges, captures a high percentage of transactions that are actually completed, with some outside that are on either end.

Okay. I was getting confused. Maybe you're assuming that paydown in your worst case scenario, maybe that's what I was thinking about. Okay, then last question. If you gave the international losses for 2012, I didn't hear a 2013. What are you assuming for 2013 in your international losses guidance?

You are right. We didn't provide -- that it is, of course, incorporated into our broader guidance and why don't we provide that next quarter.

Your next question comes from the line of Matt Weight from Feltl.

First question on the guidance for HCP. Can you confirm, does that include the 2 most, I guess, recent acquisitions, ABQ and I think the other one was Arta?

Yes, it does.

Okay. And Matt, I appreciate the color on the risk coding adjustment that you guys received here in the third quarter. When you look back historically, what kind of a contribution has risk coding done in terms of percent of growth from your kind of revenue PMPM?

That the level of detail -- first of all, it moves up and down quite a bit. And second, that's not a level of detail that we've provided up to this point. I don't know that we ever will, but certainly, aren't doing it now because it does move amount a fair amount.

Fair enough. Thought I'd ask. And then the other one with ABQ, I'm wondering, would you be able to provide any sort of break out with the membership? I believe they had about 26,000 in MA members, in total maybe 180,000. Could you break the rest out between commercial and Medicaid at this point?

Yes, the 26,000 is MA and then they have about another 20,000 Medicare regular fee for service and there is about 60,000 Medicaid and the rest of it, commercial book of business.

Okay. And then also I missed the explanations in terms of the G&A expenses. They look like lower than what we are estimating here for the quarter. Can you provide that again, please?

Yes, G&A expenses in the quarter benefited from lower professional fee spending and a continued decrease in the DSI integration cost. So it was $0.35 per treatment improvement.

Matt, this is Matthew Mazdyasni. I want to go back to your earlier question about the coding. I think what is most exciting to our organization and our physicians and caregiver is by appropriately coding and documenting it, it really help us to do the disease management, the population health, the treatment of these patients. So the fact that we are very good at it, I think mostly is because we're looking at it from a clinical point of view and using that information to help us treat the patient more effectively. So I just wanted to add that.

Okay, I appreciate that. And last question. It looks like, for the quarter, your provision as a percent of the dialysis revenues kind of ticked up a little bit there. Was there anything that you guys want to point out to that increase?

Yes, Matt. That was primarily driven by the changes in bad debt recoveries in the quarter, where -- and as a result from changes in the new bad debt, the Medicare bad debt rules. We expect that to be sustained.

Your next question comes from the line of Kevin Ellich from Piper Jaffray.

Just following up on the G&A question to Jim Hilger, is this level sustainable, is this a good run rate or is there anything where that would push back up?

Well, we haven't given specific G&A guidance for 2013 and we're not prepared to do that yet as we are still putting together our budgets for next year. But we do expect G&A expense to increase in the fourth quarter. And again, that's due to IT spend and the timing of legal costs.

Got it. And yes, the legal cost, what is -- is that related to the closing of the deal or something else?

These are not related to the transaction costs. These are other legal costs that relate to compliance and legal spend costs.

Got it. Okay, that's helpful. And then going to HCP. In the press release, you guys talk about the $275 million of earn-out payments that will be paid this year and in 2013. Is it split evenly between the 2 years? And will it be paid upon closing or how should we think about that?

It's split evenly across the 2 years and it's based on the completion of the 2012 results and then the 2013 results. It would be paid shortly thereafter. I don't know the precise definition of shortly.

Got it. That's helpful. And then, as we all look to incorporate HCP into our models, is there a good way, Jim, to think about modeling the revenues? Do you want us to just use kind of what HCP had provided in the S-4 or I mean, is there a more defined or greater level of detail that you can help us or walk us through?

I think what was in the S-4 is a good thing to base your modeling on. May I just remind you that HCP has reported that revenue is not -- does not represent the full amount of medical funds under management, it is a higher number.

Okay, okay. Good points. And then...

When we say under management, we mean the dollars where we are coordinating the care.

Right, right. And then, you gave us the amount for amortization per -- D&A per month of $14 million. Was that the same as what was provided in the capital markets presentation, where you gave the guidance of $550 million to $600 million for EBITDA?

It was the same that was in the S-4 filing that we did, Kevin. In the -- we did not -- I can't recall the dollar amount we actually put in the capital markets day presentation. But it is the same as that we had in the S-4 filing and we do expect to update that number once we complete our purchase accounting.

And if you give us a follow-up call, we can let you know exactly what we said in the Capital Markets session.

Got it, got it. And then just lastly, on the international front, you guys have been slowly moving there. Is there anything, any new markets that are looking interesting, maybe South/Latin America, anything like that?

We are looking at 1 or 2 new countries because they look distinctively attractive, and we have specific opportunities that are differentially attracted to us. But I think it's probably in your best interest to keep them quiet until we see if we get something done.

Your next question comes from the line of Gary Taylor with Citigroup.

Unfortunately for me, I missed about the first 20 minutes, so please just refer me to the transcript. I want to ask something again. But I just wanted to confirm one thing. On the $14 million of D&A per month, that includes both the modest depreciation that HCP had and all the deal amortization, correct?

Yes. It's the depreciation expense, which should be similar to what HCP had incurred, as well as the amortization of the intangibles. That does not include goodwill, which you do not amortize.

Got it. And on the 2013 operating income guidance, do both ends of that range include sequestration, or is that -- can you hit the top end of the range if sequestration stays in place?

Gary, the model, of course, is a combination of our assessment of the probabilities across a wide range of variables, not just picking one number for each variable. So could we -- if theoretically, we said we had the full impact of sequestration but did well everyplace else, could we hit the high end? I don't -- none of us here on the table know the answer to that specific question because we wouldn't have run that specific model. There are so many swing factors, and we play with lots of different probabilities. So I'm afraid we can't answer that specific one. We can just state the obvious that if you do math, then sequestration alone has a very big incremental impact. But it's a little bit -- we'd be a little bit, I think, tenuous to say that something like that is going to happen and everything else is going to go really well. That's just not usually how the world works. There's usually more of a distribution of outcomes across the swing factors.

And what's the dollar amount you'd roughly put as a sequestration impact?

It's about -- it's 2% of the Medicare revenues. Medicare represents about half of our dialysis revenue, so roughly 1% of our dialysis revenue.

Right, okay. Last question, Kent, when you think about 2014 -- I know you just gave '13 guidance, I'm already asking about '14 but just conceptually. When you think about 3 big moving parts for the dialysis business in '14, any potential rebasing? Obviously, the oral is coming into the bundle and where the final payment amount will be for that and then obviously, some opportunity presumably with EPO going off patent. When you look at the combination of those 3 factors, what's your confidence level that those 3 factors are a net positive to DaVita, a neutral or net negative versus '13?

That's a very fair question, Gary, and I think I'll disappoint you in the answer, and there's also, I would say, exchanges into the mix as another big new development potentially or not. So there's really 4 of them, and in each one, a pessimist would find comfort in being pessimistic and an optimistic would find some comfort in being optimistic. And it's probably going to end up being sort of a mix of outcomes across those 4. So right now, we don't have a tilt in any direction other than that much change always feels, on a net basis, kind of scary when you've got a successful operation that's doing good things for patients and societies. So maybe the only leaning I could give you is we would prefer not to have so many big swing factors kicking in, in 15 months because that's scary stuff.

Okay. Any new developments on any of those, I guess, coming out of any DC to any color to add or not at this point?

Nothing, I think, that would help any of us predict the outcome.

Your next question comes from the line of Ben Andrew with William Blair. Ben Andrew - William Blair & Company L.L.C., Research Division: Maybe for a change of pace, Kent, can you talk a little bit about your latest thoughts on integrated care within the traditional dialysis business? It sounds as though, perhaps, there's a greater impetus towards an RFP early in 2013 of some size.

Yes, it does. I don't know. At some point, you just worry about losing all credibility. Although I think we always hedged with sufficient clarity that we're not actually wrong, but it does seem that in the next 6 to 9 months, they are certainly intending to come out with something. And they had hopes of doing it in 2012. That was their own goal. But I think it would be unfair to criticize them for not hitting it because it's very tricky, and the good news is that they're asking a lot of right questions and soliciting a lot of the right input. So I would be quite surprised if we got through, unless the election results or some other external factors throw everything into disarray, I'd be very surprised if by 6 months into next year, we didn't have an RFP to react to a comment period. Ben Andrew - William Blair & Company L.L.C., Research Division: Are we wrong to think it could be of significant scale, even as much as, say, 10% of the overall market?

No, we do not know. And so someone would have to have better intelligence than us in order to answer that question. We just don't know how confident they're going to get in the end. We are still confident that we can give a great clinical and economic gift to patients in America if we're given a fair shot. But as to how risk-averse they'll be in the end, I just can't say. We, of course, try to point out the -- as opposed to the risk of something going wrong by trying a new approach like that. Right now, we have the reality of things going wrong for a lot of patients because it doesn't exist. And so it's really hard for us that our caregivers do deal with all the constraints on providing such a powerful gift. But I got to go right on back to say they may be too risk-averse to do something anywhere close to that. We just don't know, and I don't know that they've decided yet either.

Your next question comes from the line of Andrea Bici with UBS O'Connor.

Just a couple of questions, Kent. First, as you move towards the bundle, and you said CMS is working really hard, has the discussion come up that one of the orals that will be put into the bundle goes generic in the first quarter of 2014, which is ostensibly kind of the first quarter the bundle is being implemented? Second, when you look at the HCP opportunity and look back as you, Renal Care Group and a few others really consolidated the dialysis industry, how would you characterize almost the running room that HCP has versus the running room DaVita, Gambro, that you all had probably in the mid-2000 time frame, like 2005 or so?

Let me answer that second one, and I'll turn to LeAnne for the first one regarding early 2014 patent situation. On the issue of sort of market fragmentation, if you will, and the potential for a few key players to emerge as leaders to a fair amount of consolidating, on the one hand, the population health management industry or community, that's a more complicated -- it's a more complicated operation compared to a pretty unidimensional kidney care. Although within kidney care, there's a lot of richness, at the level of your question, there's quite a difference. Having said that, we do believe that the dream of DaVita HealthCare Partners is to do the same thing there that we've done here, which is be different enough, be credible enough for the capital markets and be aggressive enough to, in fact, become not just a leader in a few regional markets but a national leader with a differentiated value proposition for patients and for the taxpayer and premium payers. So over the long term, we think that there can be a parallel story, even though it's more complicated.

And, well, the next question is also for LeAnne.

Oh, did you want me -- sure. As you know, Roche and Amgen entered into a marketing agreement in '11 to bring their product to market at the end of May in 2014. I'm not familiar with where they are with respect to actually introducing their commercial product.

Okay. Also on the bundle, how do we think about it, the bundle coupled with the orals? Do we think about it as some sort of neutral transition, as an uplift to revenue per treatment just based on how the discussions are going, or is that too forward of guidance to give?

LeAnne, do you want to take that one?

Sure. Obviously, right now, we don't have specific visibility into the answer to that question, Andrea. CMS has not announced their intention specifically whether they are going to rebate the entire bundle or not, and they obviously have not yet given specifics around how they're thinking about the oral policy and the introduction of that. We're having good conversation with CMS. They understand the magnitude, the challenge of introducing these oral drugs and, at the same time, doing it in a way that allows clinical quality to improve while the economics are reasonable for providers. So that is certainly something that will be the subject of continuing discussion between the industry and the agency as we move forward in 2013.

Great. And one last question. Sorry to be such a pest. How do you think about labor inflation? If next year is kind of a make-or-break year, we'll either be in a recession or the economy could turn around and improve. And obviously, you've done scenario analysis modeling. And just maybe how do you frame it or how have you been thinking about it?

Let me take a first stab at it, and then you come back at me if I'm missing the point or if someone else here on the table wants to add. And by the way, LeAnne is in another city, so if some of the handoffs are a little awkward, that explains most of it, at least. On the labor front, 2 things. If a bunch of the bad stuff happens, sequestration, using some of our money as part of their physician fix, et cetera, then we and other health care service providers are going to have to ask our teammates to help absorb some of that burden because it would be quite a blow. And so that's one factor. The second factor is the impact of those kinds of measures as a part of broader government policy are pretty difficult to then translate into a forecast for how overall unemployment and wage movements are going to behave. And apart from industry-specific things like sequestration or dialysis-related cuts to fund part of the physician fix, we've got the big just macroeconomic forces where we know that those ripple through into what happens for our people. And so those are the 2 big influencers of what happens next year. We, of course, are hoping that we have a strong year and do kind of merit increases and profit-sharing with our team that we like to do. But in the face of lots of other bad news, that may not be possible.

That is helpful. And can you maybe provide in your guidance what percent of your cost structure is labor? Just so we know what number to kind of work with as we're incorporating all these scenarios.

I think these people are going to give you a couple of numbers to make sure we get the right definition between field versus corporate or SWBs versus related. And so why don't we fire that exact number back to you in a couple of minutes?

Your next question comes from the line of Whit Mayo from Robert. Whit Mayo - Robert W. Baird & Co. Incorporated, Research Division: I guess first just a quick technical question on the earn-out, I'm just trying to figure out exactly how that works in 2013. It doesn't appear that it's in the guidance. So I guess I'm trying to get an idea of how you accrue that cost, do you accrue it at all, is it onetime in December and to what extent you'll provide transparency around that.

Yes, Whit, this is Jim. The earn-out is actually put on the opening balance sheet as a contingent liability, and then each quarter, the probability of achievement of that is reassessed. And if it increases, it's run through as an expense. If it decreases, it’s a negative expense effectively. That would go through the 2013 financials, but there will be a probability of achievement already on the books on the closing financials. Whit Mayo - Robert W. Baird & Co. Incorporated, Research Division: So implicitly, you are including part of the earn-out based on various probability and assumptions here for 2013?

Yes, that's right. We will make an assessment, a probabilistic assessment of the likelihood of achieving the earn-out in '12 and '13 as part of our purchase accounting. And we will record that as where the assets acquired and also a liability, which, as Jim said, may fluctuate and run through the P&L as the actual results are achieved. Whit Mayo - Robert W. Baird & Co. Incorporated, Research Division: Okay. And I wanted to go back to ABQ for a second. As you look at that deal sort of in hindsight, can HealthCare Partners be successful in that market without Lovelace? And does that dynamic at play or, I guess, the spat, as you call it, does that, in any way, reshape the thinking on entering new markets or the development strategy at all?

I'll take this one and then Matthew might want to add. Number one, it does not affect our appetite for new markets. Number two, yes, we can be successful without Lovelace, and at the same time, we have no particular desire to, but that's the answer to the question. And number three, I didn't want to try to minimize it when I used the words spat, and so when you replay it for me, it makes it sound like I had been trying to trivialize it. It's a very, very intense competition going on there. And so please forgive me if I, in any way, was interpreted as trying to minimize it. Within the context of that market, within the context of HealthCare Partners overall, the EBITDA run rate there was about 2% of total HealthCare Partners EBITDA. So in that context, it's quite tiny, but I did not mean to minimize the intensity of the competition in the market. Whit Mayo - Robert W. Baird & Co. Incorporated, Research Division: That's fair. I guess I was just trying to get a sense of -- do you think about relationships with payers and providers any differently after dealing with that contractual argument at this point in time?

No, not at all. And over HealthCare Partners' 30 years of consistent success, there have been other times where they've gotten in battles and standoffs and the rest with different payers. However, while that is a true statement, the overall track record and one of the areas where our philosophies blend well is that, that's not what we believe in. What's far more noteworthy than the 2% EBITDA that has these battles going on is the 98% where we worked constructively with payers for years and years and years, both sides benefiting and then both sides helping the patients' benefit. So that's the dominant element of our philosophy and our strategy, and it's just unfortunate that Albuquerque is an exception to that general rule. Matthew, would you like to amend that at all?

Yes, it is truly an exception because when I look at what we are hearing from payers who want to partner with us and really ask us to go through different areas, it is very much -- they want to work with us because very much, they are interested in partnering with us. So it is truly an exceptional situation that exists. When we look at the opportunities on all the other markets, the payers are more than interested for us to grow with them. Whit Mayo - Robert W. Baird & Co. Incorporated, Research Division: That's fine. And I guess one last question. We've covered it a lot, but, Kent, back to your point on looking into 2014 and some of the risk with exchanges, I presume you're referring to the unknowns of the small group market and the individual market and whether or not MSP does or does not apply there. Can you just elaborate a little bit more on how you're thinking about that dynamic and what conversations, whether LeAnne's having in DC at this point in time?

And the conversation on which topic, please? Whit Mayo - Robert W. Baird & Co. Incorporated, Research Division: Looking at the exchange -- the unknowns around exchanges and whether or not we'll see the small group market compromise and the individual market grow and the questions around whether or not MSP applies to the individual market in the exchanges. I thought that's what you were referring to when you said there were some risks around the exchanges. Maybe we're talking about 2 different topics here.

Okay, let me take a stab at it because we just got a note that LeAnne's line got cut off. Otherwise, I would have turned to her. And I'm going to go back to Albuquerque one moment just to dive into the weeds in one way, given you asked sort of a broader question about what that suggests or implies for other payers elsewhere. One of the unusual elements of the Albuquerque situation is Lovelace is a plan in a hospital that are in one organization. So as opposed to most plans across America that have a real strong interest in improving quality and reducing costs, they have a very strong interest in keeping hospital costs up. And so that made it a lot less surprising for there to be a difficult time in reaching any kind of quick agreement. We're just feeling really good about what our model does for society and patients as opposed to one that's quite focused on maintaining high hospital admissions and high hospital rates. LeAnne is back on. I'll take a cut at your exchange question. No, there's nothing that we know that should create any concern beyond what you had before in this area nor any good news beyond what you would have already heard. It's just the uncertainty about the actual architectural detail of how they are going to operate. And the mechanics means that we still don't know if we're going to have lots of new patients with insurance at good rates or we're going to have fewer private patients at good rates. It's impossible to predict now how many uninsured people will become insured and more attractive from an economic point of view versus how many private pay patients that pay a certain level today will be paying at a lower level then. And you can create very, very feasible scenarios in either direction, and right now, no one knows the answer. That's why I listed as the fourth significant swing factor around, which we still have a very neutral stance in terms of predicting this. Does that answer your question? Whit Mayo - Robert W. Baird & Co. Incorporated, Research Division: Yes. No, it does. I guess I was trying to dive a little bit more specifically into the individual market and whether or not -- if it's complicated because MSP doesn't apply there and if you begin to see the small group market compromise over time. I guess it's a sort of longer-term question that we all sort of have.

Yes. We think it's -- well, I'll let LeAnne go ahead and comment.

Well, I do think what Kent -- Kent's remarks were correct. Yes, most of us do not know how this will play out. A couple of things that we can offer, which is that the benchmark plans do cover dialysis, so that's a good fact. It is a fact today that individuals do pay out of pocket and maintain their commercial insurance. Hopefully, within the exchanges, that same type of level of policy would be reasonably affordable. I don't believe we can yet make predictions about what the policies would look like more specifically or who will purchase them. I think that's just not knowable at this point in time.

And it's certainly the case, just to add on, that if the government would start taking -- a lot of people around private insurance start taking their insurance away, that would be unpopular with a lot of folks in a pretty intense way.

The next question comes from the line of John Ransom with Raymond James. John W. Ransom - Raymond James & Associates, Inc., Research Division: I just wanted to dive into the weeds of Albuquerque. Is the MA a global capitation, or is it just a physician capitation at this point?

If you're talking about the MA that we have with Lovelace, it has been based on a discounted fee for service payment, not capitated. John W. Ransom - Raymond James & Associates, Inc., Research Division: Does it cover the whole spend or just the physician spend at this point?

The numbers with ABQ is only the physician spend. John W. Ransom - Raymond James & Associates, Inc., Research Division: So is it potentially an opportunity to expand that to the global healthcare spend [indiscernible]?

That's what we want in every market over time. John W. Ransom - Raymond James & Associates, Inc., Research Division: So just to be clear, when you ran the economics on that deal, you ran it based on the business as is, or was it just the physician piece of the spend?

Well, we never get into any market without the intention and goal of moving to a coordinated care physician, where it's either globally capitated or some form of shared savings coordinated care. So that's always a part of our motivation.

[Operator Instructions] Your next question comes from the line of Darren Lehrich, Deutsche Bank.

I just had 2, really, clarifications. One, Jim, you guys mentioned just with regards to the earn-out, the accounting treatment for that. I just want to confirm that you plan to expense that as a contingent purchase price expense. I guess that's the accounting treatment that we're used to seeing now for earn-outs. So essentially, you take the $275 million and just divide it by 8, and that's what's in your OI guidance as an expense. Is that generally speaking the right way?

No, Darren, that's not correct. What we will do in purchase accounting is estimate the probabilistic outcome of the total earn-out. So if the total earn-out is $275 million, we will record as part of the purchase price some amount that is less than $275 million because there is some probability that they won't achieve the earn-out in '13 or '14. And then, as the earn-out is earned and as things progress, quarter-by-quarter, we'll reassess that probabilistic outcome, and the change in those estimates will then result in either a P&L charge or a reduction of expense in the quarter of the change in estimate. So I would not expect significant quarterly swings here, Darren, unless there is a significant change in the business.

Okay. And so the starting balance sheet for that contingent liability, what will be the number that we should just be thinking about or expect to see when that balance sheet is set up?

Well, we haven't finalized that yet, but my guess is it will be in the range of -- and I'll give you a broad range, but just to try to size it, $225 million to $275 million, somewhere in that range.

Okay, that's helpful. And then the last thing, really, this one is for Matt. Can you give us the average star rating across all of your health plan partners for 2012 and then to the extent you have any visibility on 2013, what you think that average will be?

Sure. The average currently is 3.5. And as you know, the star rating, it's not only based on what we do. HEDIS, which is the measurement that we contribute, it's part of that star rating. The rest of it, it depends on how the plan does business and how good they are in responding to the patients' calls and lots of other things. So we are working with certain health plans to see how we can improve upon that. That is now a bigger item, if you will, when health plans come, and we have a monthly or quarterly meeting with them. They're paying a lot of attention to it, and they are asking us to help them also. And we believe in the long term, it's going to also incentivize and encourage these plans to really work with the groups who really are effective in those measures. And some of the smaller groups and IPAs, unfortunately, they are not investing and have not invested in those infrastructure to improve the HEDIS criteria.

Any sense for whether you think that will improve from 3.5 next year? I'm just trying to understand if that's possible swing factor for next year.

I can't predict what the number is going to be, but I think it's an opportunity as they're finding out that we can help them and others cannot, perhaps, bring some more enrollment to us.

Your next question comes from the line of Andrea Bici from UBS O'Connor.

Sorry, just following up. Did you get the labor number?

Yes. Labor for dialysis is in the range of 36% to 38% of revenue. That's fully loaded, Andrea.

There are no further questions at this time. I'll turn the call back over to the presenters.

All right. Thank you all very much for your consideration of our enterprise. And once again, we hope you and your families are and continue to be safe in the Northeast. Thank you. Take care.

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