EXHIBIT (23)-2
Consent of Deloitte & Touche LLP, Independent Auditors
We consent to the incorporation by reference in this Registration Statement of
HEALTHSOUTH Corporation on Form S-4 of our reports dated February 22, 1995,
appearing in the Annual Report on Form 10-K of Surgical Care Affiliates, Inc.
for the year ended December 31, 1994 and to the reference to us under the
heading "Experts" in the Prospectus-Joint Proxy Statement, which is part of this
Registration Statement.
DELOITTE & TOUCH LLP
Nashville, Tennessee
December 12, 1995
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------------------------ -------------- ----------------------------------- --------------- ----------------
ADDITIONS
BALANCE AT ADDITIONS CHARGED TO OTHER
BEGINNING OF CHARGED TO COSTS ACCOUNTS DEDUCTIONS BALANCE AT END
DESCRIPTION PERIOD AND EXPENSES DESCRIBE DESCRIBE OF PERIOD
- ------------------------------------ -------------- ----------------- ----------------- --------------- ----------------
(IN THOUSANDS)
Year ended December 31, 1992:
Allowance for doubtful accounts and $218,964 (1)
contractual adjustments ............ $ 27,037 $13,254 14,822 (2) $224,216 (3) $ 49,861
-------------- ----------------- ----------------- --------------- ----------------
Year ended December 31, 1993:
Allowance for doubtful accounts and $289,077 (1)
contractual adjustments ............ $ 49,861 $16,181 50,420 (2) $284,729 $120,810
-------------- ----------------- ----------------- --------------- ----------------
Year ended December 31, 1994:
Allowance for doubtful accounts and $644,658 (1)
contractual adjustments............. $120,810 $23,739 6,547 (2) $651,327 (3) $144,427
-------------- ----------------- ----------------- --------------- ----------------
<FN>
(1) Provisions for contractual adjustments which are netted against gross
revenues.
(2) Allowances of acquisitions in years 1992, 1993 and 1994, respectively.
(3) Write-offs of uncollectible patient accounts receivable and third party
contractual adjustments, net of third party retroactive settlements.
</FN>
S-1
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE
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(2)-1 Amended and Restated Plan and Agreement of Merger, dated October
9, 1995, among HEALTHSOUTH Corporation, SCA Acquisition
Corporation and Surgical Care Affiliates, Inc., attached to the
Registration Statement as Annex A, is hereby incorporated herein
by reference.
(5) Opinion of Haskell Slaughter Young & Johnston, Professional
Association, as to the legality of the shares of HEALTHSOUTH
Common Stock being registered.
(8)-1 Opinion of Haskell Slaughter Young & Johnston, Professional
Association, as to certain federal income tax consequences of the
Merger.
(8)-2 Opinion of Skadden, Arps, Slate, Meagher & Flom.
(23)-1 Consent of Ernst & Young LLP. See pages immediately following
signature pages to the Registration Statement.
(23)-2 Consent of Deloitte & Touche LLP. See pages immediately following
signature pages to the Registration Statement.
(23)-3 Consent of Haskell Slaughter Young & Johnston, Professional
Association (included in the opinion filed as Exhibit (5)).
(23)-4 Consent of Skadden, Arps, Slate, Meagher & Flom (included in the
opinion filed as Exhibit (8)-2).
(23)-5 Consent of Smith Barney Inc.
(23)-6 Consent of Bear, Stearns & Co. Inc.
(24) Powers of Attorney. See signature pages.
(99)-1 SCA Proxy.
(99)-2 HEALTHSOUTH Proxy.