SecProbe.io

Mail Stop 3720

August 21, 2017

Michael T. Doyle
Chief Executive Officer
Surgery Partners, Inc.
40 Burton Hills Boulevard, Suite  500
Nashville, Tennessee 37215

Re: Surgery Partners, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 201 6
Filed March 10, 2017
File No. 001-37576

Dear Mr. Doyle :

We have reviewed your filing s and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Management’s Discussion and Analysis  of Financial Co ndition and Results of Operations

Results of Operations, page 58
Cost of Revenues, pages 59 and 60

1. Please discuss in greater detail why the underlying expense elements increased,
addressing any known trends, risks, or uncertainties that impacted the chan ge in the
relationship between costs and revenues, or income from operations, as a result of the
acquisitions or otherwise.  In this regard, we note that cost of revenue, particularly
Salaries and benefits, and Professional and medical fees, increased at a  much faster rate
than revenues year over year for all periods presented.  Please refer to Commission
Release 33 -8350 and Item 303(a)(3)(ii) of Regulation S -K.

Timothy L. Doyle
Surgery Partners, Inc.
August 21, 2017
Page 2

 EBITDA, Adjusted EBITDA and Credit Agreement EBITDA, pages 63 -66

2. Since you disclose EBITDA, Adjusted EBITDA and Credit Agreement EBITDA as
measures of liquidity, please reconcile these measures to cash flows from operating
activities, which is the nearest comparable measure of your Company’s liquidity under
GAAP.

Notes to Consolidated Financia l Statements

15.  Segment Reporting, page F -36

3. We note that your measure of segment profit is Segment Adjusted EBITDA.
Accordingly, please delete your presentation of the non GAAP measure “Total Adjusted
EBITDA” and accompanying explanatory footnotes .

4. Please p rovide a reconciliation of the total of your reportable segments’ measure of profit
or loss, Segment Adjusted EBITDA, to your consolidated income before taxes.  Refer to
ASC 280 -10-50-30(b).   In this regard, please conform your presentation of Seg ment
Adjusted EBITDA in Management’s Discussion and Analysis of Financial Condition and
Results of Operations on page 53 in accordance with this comment.

We remind you that the company and its management are responsible for the accuracy
and adequacy of th eir disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Robert Shapiro, Senior Staff Accountant , at (202) 551 -3273  or Kathryn
Jacobson, Senior Staff Accountant , at (202) 551 -3365  if you have quest ions regarding comments
on the financial statements and re lated matters.  Please contact Courtney L. Lindsay II, Staff
Attorney , at (202) 551 -7237, Kathleen Krebs , Special Counsel, at (202) 551 -3350  or me at (202)
551-3810  with any other questions.

Since rely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications