OBJECTIVES: This study examines disease-specific spending across the full range of conditions to identify which conditions are driving the growth in overall spending in recent years.    METHODS: Truven Health MarketScan data for 8M employees and their dependents in FFS plans in 2007 and 12M in 2012 are analyzed.  The samples were weighted to reflect the demographic composition of all US employer health plans in those years (as captured by the US Medical Expenditure Panel Survey).  Total health care spending for each patient was allocated across diseases using the Medical Episode Grouper (MEG).  MEG allocates the 16,000 ICD9 diagnosis codes into 572 conditions.  Drug spending is assigned to conditions based on clinical logic.  Adjudicated payments were summed for each episode type that a patient experienced. Analysis focused on absolute change in level of per member per year (PMPY) spending (total and out-of-pocket) from 2007 to 2012.  We examined the contributions of disease prevalence and cost per case.   RESULTS: PMPY spending grew 3.8% per year between 2007 and 2012.  Hospital outpatient spending grew faster (5.9%) than other settings and prescription drug spending was lower (1.7%).  The top 10 conditions account for 32% of all spending growth.  Preventive health services drove up spending by $73 PMPY and was the number 1 driver of increased spending.  Deliveries, both vaginal and Cesarean Section were in the top 10.  So too were four conditions where obesity is an aggravating factor.  Cost per case was much more of growth driver than changes in treated prevalence.  2013 results will be available for presentation. CONCLUSIONS: Administrative data when handled carefully can provide a broad overview of changing healthcare landscape.  The modest cost growth for this population has been widely shared across many conditions.