(9) REDEEMABLE LIMITED PARTNERS' CAPITAL

Pursuant to the terms of its limited partnership agreement in effect prior to the Reorganization and IPO, Premier LP was required to repurchase a limited partner's interest in Premier LP upon the sale of such limited partner's shares of PHSI common stock, such limited partner's withdrawal from Premier LP, or such limited partner's failure to comply with the applicable purchase commitments under the historical limited partnership agreement of Premier LP. Redeemable limited partners' capital is classified as temporary equity in the mezzanine section of the accompanying condensed consolidated balance sheets as the withdrawal is at the option of each limited partner and the conditions of the repurchase are not solely within the Company's control.

Upon the consummation of the Reorganization and IPO, each limited partner's shares of PHSI were contributed for Class B common units of Premier LP. Commencing on October 31, 2014, and during each year thereafter, each limited partner has the cumulative right to exchange up to one-seventh of its initial allocation of Class B common units for shares of Class A common stock, cash or a combination of both, the form of consideration to be at the discretion of the Company's independent audit and compliance committee of the board of directors.

Redeemable limited partners' capital represents the member owners' 64% ownership of Premier LP through their ownership of Class B common units at March 31, 2017. The limited partners hold the majority of the votes of the board of directors and any redemption or transfer or choice of consideration cannot be assumed to be within the control of the Company. Therefore, redeemable limited partners' capital is recorded at the greater of the book value or redemption amount per the Amended and Restated Limited Partnership Agreement of Premier LP (as amended, the "LP Agreement"), and is calculated as the fair value of all Class B common units as if immediately exchangeable into Class A common shares. For the nine months ended March 31, 2017 and 2016, the Company recorded decreases to fair value for the redemption amount to redeemable limited partners' capital of $296.6 million (restated) and $685.6 million, respectively.

During the nine months ended March 31, 2017, the Company recorded total reductions of $247.1 million to redeemable limited partners' capital to reflect the exchange of Class B common units and surrender of associated shares of Class B common stock by member owners for a like number of shares of the Company's Class A common stock and the exchange of Class B common units and surrender of associated shares of Class B common stock by member owners for cash all pursuant to the terms of the Exchange Agreement (see Note 11 - Earnings (Loss) Per Share).

The table below shows the changes in the redeemable limited partners' capital from June 30, 2016 to March 31, 2017 (in thousands):



	Receivables From Limited Partners			Redeemable Limited Partners' Capital			Accumulated Other Comprehensive Loss			Total Redeemable Limited Partners' Capital
June 30, 2016	$	(6,226	)	$	3,143,541		$	(85	)	$	3,137,230
Distributions applied to receivables from limited partners	1,561			—			—			1,561
Redemption of limited partner	—			(132		)	—			(132		)
Net income attributable to non-controlling interest in Premier LP (restated)	—			282,207			—			282,207
Distributions to limited partners	—			(67,941		)	—			(67,941		)
Net unrealized loss on marketable securities	—			—			85			85
Exchange of Class B common units for Class A common stock by member owners	—			(123,781		)	—			(123,781		)
Exchange of Class B common units for cash by member owners	—			(123,330		)	—			(123,330		)
Adjustment to redemption amount (restated)	—			(296,566		)	—			(296,566		)
March 31, 2017	$	(4,665	)	$	2,813,998		$	—		$	2,809,333

Receivables from limited partners represent amounts due from limited partners for their required capital in Premier LP. These receivables are either interest bearing notes that were issued to new limited partners or non-interest bearing loans (contribution loans) provided to existing limited partners. These receivables are reflected as a reduction to redeemable limited partners' capital so that amounts due from limited partners for capital are not reflected as redeemable limited partnership capital until paid. No interest bearing notes receivable were executed by limited partners of Premier LP during the nine months ended March 31, 2017.

During the nine months ended March 31, 2017, one limited partner withdrew from Premier LP. The limited partnership agreement provides for the redemption of the former limited partner's Class B common units that are not eligible for exchange in the form of a five-year, unsecured, non-interest bearing term promissory note, a cash payment equal to the present value of the redemption amount, or other mutually agreed upon terms. Partnership interest obligations to the former limited partners are reflected in notes payable in the accompanying consolidated balance sheets. Under the Exchange Agreement, Class B common units that are eligible for exchange by the withdrawing limited partner must be exchanged in the next following exchange process.

Since the Reorganization and IPO, Premier LP's distribution policy has required cash distributions as long as taxable income is generated and cash is available to distribute, on a quarterly basis prior to the 60^th day after the end of each calendar quarter. The Company makes quarterly distributions to its limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. These partner distributions are based on the limited partner's ownership in Premier LP and relative participation across Premier service offerings. While these distributions are based on relative participation across Premier service offerings, it is not based directly on revenue generated from an individual partner's participation as the distributions are based on the net income or loss of the partnership which encompass the operating expenses of the partnership as well as participation by non-owner members in Premier's service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. As provided in the LP Agreement, the amount of actual cash distributed may be reduced by the amount of such distributions used by limited partners to offset contribution loans or other amounts payable to the Company.

Actual and expected quarterly distributions made to limited partners during the current fiscal year are as follows (in thousands):



Date	Distribution ^(a)
August 25, 2016	$	22,493
November 23, 2016	$	22,137
February 28, 2017	$	22,733
May 29, 2017 ^(b)	$	23,071


(a)	Distributions are equal to Premier LP’s total taxable income from the preceding fiscal quarter-to-date period for each respective distribution date multiplied by the Company's standalone effective combined federal, state and local income tax rate.


(b)	Premier LP expects to make a quarterly distribution on or before May 29, 2017. The distribution is reflected in limited partners’ distribution payable in the accompanying condensed consolidated balance sheets at March 31, 2017.