$1,180,620,000 Revenue Bonds (Ascension Senior Credit Group) Series 2016A, Series 2016B and Series 2016C

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1 NEW ISSUES BOOK-ENTRY ONLY Ratings : See RATINGS herein In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2016 Fixed Rate Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of In the further opinion of Bond Counsel, interest on the Series 2016 Fixed Rate Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. See TAX MATTERS for the opinion of Bond Counsel relating to the status of interest on the Alabama Bonds under the laws of the State of Alabama. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2016 Fixed Rate Bonds. See TAX MATTERS. $1,180,620,000 Revenue Bonds (Ascension Senior Credit Group) Series 2016A, Series 2016B and Series 2016C Dated: Date of Delivery Due: November 15, as shown herein The bonds described above (the Series 2016 Fixed Rate Bonds ) consist of three separate Series and each Series is being issued as fixed rate bonds in the principal amounts, bearing interest at the rates and with the maturity dates shown on the succeeding pages. Each Series of the Series 2016 Fixed Rate Bonds are limited obligations of the related Issuer described on the succeeding pages, and are payable solely from and secured exclusively by payments, revenues and other amounts pledged under the related Bond Indenture, including payments to be made by Ascension Health Alliance (d/b/a Ascension) ( Ascension ) under the related Loan Agreement, and payments to be made by the Senior Obligated Group Members on the related Series 2016 Fixed Rate Senior Obligation to be issued by Ascension, as Senior Credit Group Representative, under the Senior Master Indenture. The Series 2016 Fixed Rate Bonds are subject to optional, extraordinary and mandatory redemption prior to maturity as described herein. The Series 2016 Fixed Rate Bonds are issuable as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ), New York, New York. Individual purchases of the Series 2016 Fixed Rate Bonds will be made in book-entry form only. Principal of and interest and premium, if any, on the Series 2016 Fixed Rate Bonds will be payable by the Bond Trustee for each Series of the Series 2016 Fixed Rate Bonds to the registered owners, which will be Cede & Co. as long as DTC is the Securities Depository. Subsequent disbursements of principal, premium, if any, and interest will be made by Participants in DTC to the Beneficial Owners of the Series 2016 Fixed Rate Bonds. The Series 2016 Fixed Rate Bonds will be issued in the denomination of $5,000 or any integral multiple thereof. Interest on the Series 2016 Fixed Rate Bonds will be payable semiannually on May 15 and November 15 in each year, commencing on November 15, THE SERIES 2016 FIXED RATE BONDS, ANY PREMIUM THEREON AND THE INTEREST THEREON, DO NOT CONSTITUTE AN INDEBTEDNESS OR AN OBLIGATION, GENERAL OR MORAL, OR A PLEDGE OF THE FULL FAITH OR A LOAN OF CREDIT OF ANY ISSUER, THE STATE IN WHICH SUCH ISSUER RESIDES OR ANY POLITICAL SUBDIVISION THEREOF, WITHIN THE PURVIEW OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR PROVISION. EACH ISSUER IS OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE RELATED SERIES OF SERIES 2016 FIXED RATE BONDS AND OTHER COSTS INCIDENTAL THERETO ONLY FROM THE SOURCES SPECIFIED IN THE RELATED BOND INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWERS, IF ANY, OF ANY ISSUER OR THE STATE IN WHICH SUCH ISSUER RESIDES OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2016 FIXED RATE BONDS OR OTHER COSTS INCIDENTAL THERETO, EXCEPT AS OTHERWISE PROVIDED IN THE RELATED BOND INDENTURE. NO OWNER OF ANY SERIES 2016 FIXED RATE BOND SHALL HAVE THE RIGHT TO COMPEL THE TAXING POWER, IF ANY, OF ANY ISSUER, THE STATE IN WHICH SUCH ISSUER RESIDES OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2016 FIXED RATE BONDS. THE ISSUERS DO NOT HAVE THE POWER TO LEVY TAXES FOR ANY PURPOSE WHATSOEVER. This cover page contains information for general reference only. It is not intended as a summary of this transaction. Investors are advised to read the entire Official Statement to obtain information essential to making an informed investment decision. SEE MATURITY SCHEDULES HEREIN Each Series of the Series 2016 Fixed Rate Bonds is offered when, as and if issued by the respective Issuer and received by the Underwriters, subject to prior sale and to the approval of legality by the counsel described herein under the caption APPROVAL OF LEGALITY. It is expected that the Series 2016 Fixed Rate Bonds in definitive forms will be available for delivery through the facilities of DTC in New York, New York, on or about May 11, BofA MERRILL LYNCH April 27, 2016 For an explanation of ratings, see RATINGS herein. MORGAN STANLEY J.P. MORGAN

2 $1,180,620,000 Revenue Bonds (Ascension Senior Credit Group) Series 2016A, Series 2016B and Series 2016C MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES AND YIELDS $1,019,750,000 Wisconsin Health and Educational Facilities Authority Revenue Bonds (Ascension Senior Credit Group) Series 2016A $563,870,000 Serial Bonds Maturity Date (November 15) Principal Amount Interest Rate Yield CUSIP 2018 $4,090, % 0.75% 97712DPX ,215, DPY ,910, DPZ ,985, DQA ,975, DQB ,095, DQC ,215, DQD ,485, DQE ,280, c 97712DQF ,550, c 97712DQG ,350, c 97712DQH ,380, c 97712DQJ ,295, c 97712DQK ,715, c 97712DQL ,085, c 97712DQM ,000, DQN ,545, c 97712DQS ,800, c 97712DQT ,125, c 97712DQX ,000, c 97712DQP ,460, c 97712DQU ,000, DQQ ,315, c 97712DRA ,000, c 97712DQY5 C Price to call at par on the optional redemption date of May 15, A registered trademark of The American Bankers Association. CUSIP data is provided by Standard & Poor s CUSIP Service Bureau, a Standard & Poor s Financial Services LLC business. CUSIP numbers are provided for convenience of reference only. None of the Issuers, Ascension or the Underwriters assume any responsibility for the accuracy of such CUSIP numbers.

3 $1,019,750,000 Wisconsin Health and Educational Facilities Authority Revenue Bonds (Ascension Senior Credit Group) Series 2016A $110,000, % Term Bonds due November 15, 2039; Priced to Yield 3.24% c, CUSIP 97712DQR0 $39,695, % Term Bonds due November 15, 2039; Priced to Yield 3.04% c, CUSIP 97712DQZ2 $110,000, % Term Bonds due November 15, 2039; Priced to Yield 2.84% c, CUSIP 97712DQV1 $196,185, % Term Bonds due November 15, 2046; Priced to Yield 3.35% c, CUSIP 97712DQW9 $73,075,000 Alabama Special Care Facilities Financing Authority of Birmingham Revenue Bonds (Ascension Senior Credit Group) Series 2016B $73,075, % Term Bonds due November 15, 2046; Priced to Yield 2.98% c, CUSIP CR2 $87,795,000 Alabama Special Care Facilities Financing Authority of the City of Mobile Revenue Bonds (Ascension Senior Credit Group) Series 2016C $87,795, % Term Bonds due November 15, 2046; Priced to Yield 2.98% c ; CUSIP 01039VAP9 C Price to call at par on the optional redemption date of May 15, A registered trademark of The American Bankers Association. CUSIP data is provided by Standard & Poor s CUSIP Service Bureau, a Standard & Poor s Financial Services LLC business. CUSIP numbers are provided for convenience of reference only. None of the Issuers, Ascension or the Underwriters assume any responsibility for the accuracy of such CUSIP numbers.

4 This Official Statement does not constitute an offer to sell the Series 2016 Fixed Rate Bonds or the solicitation of an offer to buy, nor shall there be any sale of the Series 2016 Fixed Rate Bonds by any person in any state or other jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in that state or jurisdiction. No dealer, salesman or any other person has been authorized by the Issuers or any Member of the Senior Credit Group to give any information or to make any representation other than those contained in this Official Statement in connection with the offering of the Series 2016 Fixed Rate Bonds and, if given or made, that information or representation must not be relied upon. The information set forth herein under the captions, THE ISSUERS and ABSENCE OF MATERIAL LITIGATION The Issuers has been obtained from the respective Issuers. The information set forth in APPENDIX F has been furnished by DTC. All other information herein has been obtained by the Underwriters from Ascension and other sources deemed by the Underwriters to be reliable, but is not to be construed as a representation by the Issuers or the Underwriters. The respective Issuers have not reviewed or approved any information in this Official Statement except information relating to the respective Issuers under the captions THE ISSUERS and ABSENCE OF MATERIAL LITIGATION The Issuers. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuers, DTC, Ascension or the other Senior Credit Group Members since the date hereof. The Issuers have not prepared or assisted in the preparation of this Official Statement, including any financial information included or attached, except for the information as it relates to the applicable Issuer contained under the captions THE ISSUERS and ABSENCE OF MATERIAL LITIGATION The Issuers. The Issuers are not responsible for any statements made in this Official Statement except for the information as it relates to the applicable Issuer contained under the captions THE ISSUERS and ABSENCE OF MATERIAL LITIGATION The Issuers. Accordingly, the Issuers disclaim responsibility for the disclosures set forth in this Official Statement or otherwise made in connection with the offer, sale and distribution of the Series 2016 Fixed Rate Bonds, except for the information as it relates to the applicable Issuer contained under the captions THE ISSUERS and ABSENCE OF MATERIAL LITIGATION The Issuers. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of this information. The CUSIP numbers are included in this Official Statement for the convenience of the Holders and potential Holders of the Series 2016 Fixed Rate Bonds. No assurance can be given that the CUSIP numbers for a particular Series of the Series 2016 Fixed Rate Bonds will remain the same after the date of issuance and delivery of the Series 2016 Fixed Rate Bonds. IN CONNECTION WITH THE OFFERING OF THE SERIES 2016 FIXED RATE BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2016 FIXED RATE BONDS OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. CAUTIONARY STATEMENTS REGARDING PROJECTIONS, ESTIMATES AND OTHER FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute projections or estimates of future events, generally known as forward-looking statements. These statements are generally identifiable by the terminology used such as plan, expect, estimate, budget or other similar words. These forward-looking statements include, among others, certain information under the caption BONDHOLDERS RISKS in the forepart of this Official Statement and under the captions AFFILIATIONS, ACQUISITIONS, DISAFFILIATIONS AND DIVESTITURES, FINANCIAL AND OPERATING INFORMATION Indebtedness and Certain Liabilities, Regulatory Reviews, Audits and Investigations, Liquidity, Investment Policies and

5 Income, Pension Plans, Symphony and MANAGEMENT S DISCUSSION AND ANALYSIS OF THE CREDIT GROUP S RECENT FINANCIAL PERFORMANCE in APPENDIX A to this Official Statement. The achievement of certain results or other expectations contained in these forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performances or achievements described to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Neither Ascension nor the other Senior Credit Group Members plan to issue any updates or revisions to those forward-looking statements if or when changes in their expectations, or events, conditions or circumstances on which these statements are based occur.

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7 TABLE OF CONTENTS INTRODUCTION... 1 Purpose of this Official Statement... 1 Ascension... 1 Series 2016 Fixed Rate Bonds... 1 Other Financing... 2 Plan of Finance... 2 Defined Terms... 2 Security for the Series 2016 Fixed Rate Bonds... 2 The Senior Master Indenture... 3 THE ISSUERS... 4 Alabama Special Care Facilities Financing Authority of Birmingham... 4 Alabama Special Care Facilities Financing Authority of the City of Mobile... 4 Wisconsin Health and Educational Facilities Authority... 4 THE SERIES 2016 FIXED RATE BONDS... 7 General... 7 Payment of Principal and Interest... 7 Redemption... 8 Purchase in Lieu of Redemption BOOK-ENTRY ONLY SYSTEM General Limitations SECURITY FOR THE SERIES 2016 FIXED RATE BONDS General The Senior Master Indenture Possible Replacement of the Series 2016 Fixed Rate Senior Obligations Amendments of Bond Indentures and Senior Master Indenture PLAN OF FINANCE General The Projects Refinancing of Ascension Commercial Paper Refinancing of Refinanced Bonds RECENT BOND DEFEASANCES ESTIMATED SOURCES AND USES OF FUNDS CONTINUING DISCLOSURE The Issuers Senior Credit Group BONDHOLDERS RISKS General Market Risk Impact of Market Turmoil Debt Limit Increase Federal Budget Cuts Health Care Reform Nonprofit Health Care Environment Security and Enforceability Patient Service Revenues State Laws Dependence Upon Third-Party Payors Regulatory Environment i

8 Information Technology Certain Business Transactions Tax Matters Other Risks INDEPENDENT AUDITORS INTERIM FINANCIAL STATEMENTS ABSENCE OF MATERIAL LITIGATION Senior Credit Group The Issuers TAX MATTERS APPROVAL OF LEGALITY RATINGS VERIFICATION AGENT UNDERWRITING FINANCIAL ADVISOR MISCELLANEOUS OTHER MATTERS APPENDIX A - INFORMATION CONCERNING THE ASCENSION SENIOR CREDIT GROUP... A-1 APPENDIX B-1 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION OF ASCENSION FOR THE YEARS ENDED JUNE 30, 2015 AND B-1-1 APPENDIX B-2 - UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION OF ASCENSION FOR THE SIX MONTHS ENDED DECEMBER 31, 2015 AND B-2-1 APPENDIX C - SUMMARY OF PRINCIPAL DOCUMENTS... C-1 APPENDIX D - FORM OF CONTINUING DISCLOSURE AGREEMENTS... D-1 APPENDIX E - FORM OF OPINIONS OF BOND COUNSEL... E-1 APPENDIX F - INFORMATION REGARDING BOOK-ENTRY ONLY SYSTEM... F-1 ii

9 OFFICIAL STATEMENT Purpose of this Official Statement $1,180,620,000 Revenue Bonds (Ascension Senior Credit Group) Series 2016A, Series 2016B and Series 2016C INTRODUCTION The purpose of this Official Statement, including the cover page, the pages immediately following the cover page and the Appendices hereto (the Official Statement ), is to set forth information in connection with the offering of following bonds: $1,019,750,000 Wisconsin Health and Educational Facilities Authority Revenue Bonds (Ascension Senior Credit Group), Series 2016A (the Wisconsin Bonds ); $73,075,000 Alabama Special Care Facilities Financing Authority of Birmingham Revenue Bonds (Ascension Senior Credit Group), Series 2016B (the Birmingham Bonds ); and $87,795,000 Alabama Special Care Facilities Financing Authority of the City of Mobile Revenue Bonds (Ascension Senior Credit Group), Series 2016C (the Mobile Bonds and, together with the Birmingham Bonds, the Alabama Bonds ). The Wisconsin Bonds, the Birmingham Bonds and the Mobile Bonds are referred to individually as a Series and collectively, as the Series 2016 Fixed Rate Bonds. The Wisconsin Health and Educational Facilities Authority, the issuer of the Wisconsin Bonds, is referred to herein as the Wisconsin Issuer. The Alabama Special Care Facilities Financing Authority of Birmingham, the issuer of the Birmingham Bonds, is referred to herein as the Birmingham Issuer. The Alabama Special Care Facilities Financing Authority of the City of Mobile, the issuer of the Mobile Bonds, is referred to herein as the Mobile Issuer. Each of such Issuers is referred to herein as an Issuer and, collectively, as the Issuers. For a description of the Issuers, see THE ISSUERS herein. Ascension Ascension Health Alliance d/b/a Ascension ( Ascension ), a Missouri nonprofit corporation, is the parent organization of the largest nonprofit Catholic health care system in the United States. As of December 31, 2015, the Ascension system consisted primarily of 105 general acute care hospitals controlled directly or indirectly by Ascension that own and operate health care facilities with approximately 23,100 available beds throughout the United States. For more information regarding Ascension and the Senior Credit Group, see APPENDIX A INFORMATION CONCERNING THE ASCENSION SENIOR CREDIT GROUP. Series 2016 Fixed Rate Bonds Each Series of Series 2016 Fixed Rate Bonds will be issued pursuant to a separate Bond Indenture, each dated as of May 1, 2016 (each a Bond Indenture and collectively, the Bond Indentures ), each between the Issuer of that Series of Series 2016 Fixed Rate Bonds and Wells Fargo Bank, National Association, as bond trustee (the Bond Trustee ). Each Series of Series 2016 Fixed Rate Bonds will be secured by payments required to be made pursuant to a separate Loan Agreement for that Series, each dated as of May 1, 2016 (each, a Loan Agreement and collectively, the Loan Agreements ), between the Issuer of that Series and Ascension and by a separate Series 2016 Fixed Rate Senior Obligation (as defined herein) for that Series, issued by Ascension pursuant to the Senior Master Indenture (as defined herein). 1

10 Other Financing As part of its plan of finance, Ascension anticipates that concurrently with the issuance of the Series 2016 Fixed Rate Bonds, (i) the Michigan Finance Authority (the Michigan Issuer ) will issue one or more series of variable rate bonds expected initially to be in long-term interest rate periods (bearing interest at fixed rates for specified long-term interest rate periods and subject to mandatory tender at the end of specified long-term interest rate periods) and weekly interest rate periods (bearing interest at variable rates and subject to tender at the option of the holders of such bonds) (the Michigan Bonds or the Series 2016 Variable Rate Bonds ) in an aggregate principal amount of $165,630,000, and (ii) Ascension will issue one or more series of taxable bonds expected to bear interest at fixed rates (the Series 2016 Taxable Bonds ) in an aggregate principal amount of $700,000,000. See PLAN OF FINANCE and ESTIMATED SOURCES AND USES OF FUNDS herein. Plan of Finance The proceeds of the sale of the Series 2016 Fixed Rate Bonds, together with proceeds of the sale of the Series 2016 Variable Rate Bonds and the Series 2016 Taxable Bonds, are expected to be used to (i) finance, refinance or reimburse Ascension for capital expenditures of certain affiliates of Ascension in the States of Alabama, Indiana, Michigan, Tennessee, Texas and Wisconsin (collectively, the Projects ), (ii) refinance taxable commercial paper issued by Ascension (a) to refund bonds previously issued by the Michigan Issuer for the benefit of Crittenton Hospital Medical Center ( Crittenton ) and certain of its affiliates, (b) to refund bonds previously issued by the Wisconsin Issuer for the benefit of Wheaton Franciscan Healthcare Southeast Wisconsin, Inc. ( Wheaton Southeast ) and certain of its affiliates and (c) to finance certain capital expenditures of certain affiliates of Ascension, and (iii) refinance certain bonds (the Refinanced Bonds ) previously issued for the benefit of Ascension and certain of its affiliates and Ministry Health Care, Inc. and certain of its affiliates (hereafter collectively referred to as MHC, which includes Howard Young Health Care, Inc. ( Howard Young ) and its affiliates). A portion of the proceeds of the Series 2016 Taxable Bonds is also expected to be used for other proper corporate purposes. See PLAN OF FINANCE and ESTIMATED SOURCES AND USES OF FUNDS herein for additional information. Defined Terms All capitalized terms used in this Official Statement and not otherwise defined herein shall have the same meanings included in APPENDIX C SUMMARY OF PRINCIPAL DOCUMENTS DEFINITIONS OF CERTAIN TERMS. Security for the Series 2016 Fixed Rate Bonds The Series 2016 Fixed Rate Bonds of each Series are limited obligations of the Issuer of that Series, payable solely from the Revenues pledged for their payment under the applicable Bond Indenture, and are secured by a pledge and assignment of amounts held in the funds and accounts (other than the applicable Rebate Fund) by the Bond Trustee under the applicable Bond Indenture. Revenues consist primarily of (a) Loan Repayments made by Ascension pursuant to the applicable Loan Agreement, which are required to be made in amounts sufficient to pay the principal of and premium, if any, and interest on the related Series of Series 2016 Fixed Rate Bonds when such amounts become due, and (b) payments made by the Senior Obligated Group Members (as defined herein) on the related Series 2016 Fixed Rate Senior Obligation (as defined below) that secures the applicable Series of Series 2016 Fixed Rate Bonds. Each Series of the Series 2016 Fixed Rate Bonds will also be secured by a separate senior obligation (each, a Series 2016 Fixed Rate Senior Obligation ) to be issued by Ascension, as Senior Credit Group Representative (the Senior Credit Group Representative ), under a Master Trust Indenture, dated as of November 1, 1999, as amended and supplemented (the Senior Master Indenture ), among Ascension, the other corporations that are Senior Obligated Group Members thereunder from time to time and U.S. Bank National Association, as master trustee (the Senior Master Trustee ). Each Obligation issued under the Senior Master Indenture, including each Series 2016 Fixed Rate Senior Obligation, each Obligation securing the Series 2016 Variable Rate Bonds and the Obligation securing the Series 2016 Taxable Bonds, which are also expected to be issued on the date of issuance of the Series 2016 Fixed Rate Bonds, is referred to herein as a Senior Obligation. As described below, Ascension and the other Senior Credit Group Members are also members of the Subordinate Credit Group (as defined herein) 2

11 that was established under a separate subordinate master trust indenture, under which obligations are issued that are subordinate to the Senior Obligations issued under the Senior Master Indenture. Ascension and certain, but not all, of the other members of the Senior Obligated Group have granted a security interest to the Senior Master Trustee in their respective Pledged Revenues to secure all Senior Obligations outstanding under the Senior Master Indenture, including the Series 2016 Fixed Rate Senior Obligations, and to secure the performance by Ascension and the other Senior Obligated Group Members of their obligations under the Senior Master Indenture. The Pledged Revenues consist of certain operating revenues of the Senior Obligated Group Members that granted such security interests, and a definition of Pledged Revenues can be found in APPENDIX C SUMMARY OF PRINCIPAL DOCUMENTS DEFINITIONS OF CERTAIN TERMS. No reserve funds have been established under any Bond Indenture. The Property of Ascension and the other Senior Credit Group Members, other than Pledged Revenues, is not pledged as security for the Series 2016 Fixed Rate Bonds or for the payment of the Series 2016 Fixed Rate Senior Obligations. For a further description of the security for the Series 2016 Fixed Rate Bonds, see SECURITY FOR THE SERIES 2016 FIXED RATE BONDS herein. The Senior Master Indenture Senior Credit Group. The Senior Master Indenture creates a Senior Credit Group, which is comprised of the Senior Obligated Group Members, Senior Designated Affiliates and Senior Limited Designated Affiliates. The Senior Obligated Group Members are jointly and severally obligated to make payments on the Series 2016 Fixed Rate Senior Obligations and the other Senior Obligations issued and outstanding under the Senior Master Indenture, according to the terms thereof when due. The Senior Designated Affiliates and Senior Limited Designated Affiliates are not obligated to make any debt service payments on any Senior Obligations. However, they may be required to transfer funds to Senior Obligated Group Members in amounts necessary to enable the Senior Obligated Group Members to make payments due on Senior Obligations. The Senior Credit Group Members are identified in APPENDIX A to this Official Statement. For a further description of the Senior Master Indenture and the Senior Credit Group, see SECURITY FOR THE SERIES 2016 FIXED RATE BONDS herein. Subordinate Credit Group. Ascension and the other Senior Credit Group Members are also members of a Subordinate Credit Group, which was established under a subordinate master trust indenture, dated as of February 1, 2005, as supplemented and amended (the Subordinate Master Indenture ), among Ascension, other corporations that are subordinated obligated group members thereunder from time to time (the Subordinate Obligated Group ), and U.S. Bank National Association, as subordinate master trustee. The Subordinate Master Indenture requires that the members of the Subordinate Credit Group be identical to the members of the Senior Credit Group. Payments of amounts due on the subordinate obligations issued by Ascension, as Subordinate Credit Group Representative (the Subordinate Obligations ) and other amounts due under the Subordinate Master Indenture will be permitted if (and only if) all payments on the Senior Obligations and under the Senior Master Indenture which are then due have been made and no other Event of Default, as defined in the Senior Master Indenture, exists. The security interests in Pledged Revenues granted to the Senior Master Trustee are not intended to, and do not, secure the obligations of the Subordinate Credit Group on the Subordinate Obligations or the obligations of any Subordinate Obligated Group Member under the Subordinate Master Indenture. Other Affiliated Entities. A number of other entities are affiliated with Ascension but are not Members of the Senior Credit Group or the Subordinate Credit Group, and are not obligated with respect to the Senior Obligations or Subordinate Obligations. 3

12 THE ISSUERS The Issuers have not participated in the preparation of this Official Statement. Except for information describing a particular Issuer under this caption and under the caption, ABSENCE OF MATERIAL LITIGATION The Issuers, that Issuer has not provided any of the information contained in this Official Statement, including information about the other Issuers. Each Issuer has provided information only with respect to itself. The distribution of this Official Statement has been duly approved and authorized by each Issuer. Such approval and authorization does not, however, constitute a representation or approval by any Issuer of the accuracy or sufficiency of any information contained herein except to the extent of the material with respect to the particular Issuer under the respective headings referenced in this paragraph. Alabama Special Care Facilities Financing Authority of Birmingham The Alabama Special Care Facilities Financing Authority of Birmingham, or the Birmingham Issuer, is a public corporation organized and existing under and pursuant to the provisions of Chapter 62 of Title 11 of the Code of Alabama 1975, Section , et seq. (the Alabama Act ). The Alabama Act authorizes the incorporation by municipalities in the State of Alabama of public corporations referred to as special care facilities financing authorities for the purpose of enabling nonprofit organizations to finance certain health care facilities and domiciliary facilities, including hospitals, nursing homes, convalescent homes, retirement homes for elderly persons, medical and dental facilities and educational facilities. Such authorities are empowered, among other things, to issue bonds and notes for the purpose of acquiring such facilities for lease or sale to nonprofit organizations and for the purpose of making loans to nonprofit organizations in order to finance or refinance both capital and operating costs of such facilities. Each authority is governed by a board of directors consisting of three members appointed by the municipality which authorized its incorporation. The Directors of the Birmingham Issuer serve without compensation. The Birmingham Issuer has no taxing power. Alabama Special Care Facilities Financing Authority of the City of Mobile The Alabama Special Care Facilities Financing Authority of the City of Mobile, or the Mobile Issuer, is a public corporation organized and existing under and pursuant to the provisions of provisions of Chapter 62 of Title 11 of the Code of Alabama 1975, Section , et seq. (the Alabama Act ). The Alabama Act authorizes the incorporation by municipalities in the State of Alabama of public corporations referred to as special care facilities financing authorities for the purpose of enabling nonprofit organizations to finance certain health care facilities and domiciliary facilities, including hospitals, nursing homes, convalescent homes, retirement homes for elderly persons, medical and dental facilities and educational facilities. Such authorities are empowered, among other things, to issue bonds and notes for the purpose of acquiring such facilities for lease or sale to nonprofit organizations and for the purpose of making loans to nonprofit organizations in order to finance or refinance both capital and operating costs of such facilities. Each authority is governed by a board of directors consisting of three members appointed by the municipality which authorized its incorporation. The Directors of the Mobile Issuer serve without compensation. The Mobile Issuer has no taxing power. Wisconsin Health and Educational Facilities Authority Powers. The Wisconsin Issuer has, among other powers, the statutory power to make loans to certain health care, educational, research and other nonprofit institutions, to finance the cost of projects, within or outside the State of Wisconsin, and refinance or refund outstanding indebtedness used to finance or refinance the cost of projects, within or outside the State of Wisconsin, and to assign loan agreements, notes, mortgages and other securities of health care, educational, research and other nonprofit institutions to which the Wisconsin Issuer has made loans, and the revenues therefrom, for the benefit of the holders of bonds issued to finance or refinance such projects. Members of the Wisconsin Issuer. The Wisconsin Issuer consists of seven members, all of whom must be Wisconsin residents, appointed by the Governor of the State of Wisconsin by and with the consent of the Wisconsin State Senate. Members of the Wisconsin Issuer serve staggered seven year terms and continue to serve until their successors are appointed. The members of the Wisconsin Issuer receive no compensation for the performance of their duties but are paid their necessary expenses while engaged in the performance of such duties. No member, 4

13 officer, agent or employee of the Wisconsin Issuer may, directly or indirectly, have any financial interest in any bond issue or in any loan or any property to be included in, or any contract for property or materials to be furnished or used in connection with, any project of the Wisconsin Issuer, under penalty of law. Members of the Wisconsin Issuer, however, may serve as directors or officers of institutions for which the Wisconsin Issuer is providing financing, but they may not vote or take part in the Wisconsin Issuer s deliberations concerning such financing. The present members of the Wisconsin Issuer are: James Dietsche, Chairperson Chief Financial Officer Bellin Health Systems, Inc. Green Bay, Wisconsin Tim Size, Vice Chairperson Executive Director Rural Wisconsin Health Cooperative Sauk City, Wisconsin Kevin Flaherty VP/Relationship Manager, Asset-Based Lending Division Associated Bank, National Association Milwaukee, Wisconsin Paul Mathews President/CEO Marcus Center for the Performing Arts, Inc. Milwaukee, Wisconsin James Oppermann Senior Vice President for Business and Management Alverno College Milwaukee, Wisconsin Pamela Stanick Controller The Medical College of Wisconsin, Inc. Milwaukee, Wisconsin Robert Van Meeteren President/CEO Reedsburg Area Medical Center, Inc. Reedsburg, Wisconsin Term Expires (June 30) (1) (1) Ms. Stanick was appointed by the Governor of the State of Wisconsin and serves pending Wisconsin State Senate confirmation. Wisconsin Issuer Counsel. Quarles & Brady LLP serves as general counsel to the Wisconsin Issuer. Financing Program of the Wisconsin Issuer. The following summary outlines the principal amount of revenue bonds and notes issued during each of the Wisconsin Issuer s fiscal years. Except for the other series of bonds previously issued by the Wisconsin Issuer for the benefit of the Senior Credit Group and certain other affiliates of Ascension, such bonds and notes are secured by instruments separate and apart from the Master Indenture. All such bonds and notes are secured by instruments separate and apart from the Bond Indentures

14 FY Ended June 30 Number of Financings Public Issues Private Placements Total Amount Number of Financings Amount Number of Financings Amount $ 0 1 $ 1,300,000 1 $ 1,300, ,480, ,365, ,845, ,100, ,575, ,675, ,000, , ,600, ,375, ,225, ,600, ,505, ,200, ,705, ,260, ,478, ,738, ,610, ,410, ,020, ,890, ,589, ,479, ,979, ,394, ,373, ,605, ,737, ,342, ,590, ,500, ,090, ,160, ,500, ,660, ,235, ,775, ,010, ,495, ,615, ,110, ,770, ,847, ,617, ,905, ,800, ,705, ,960, , ,724, ,050, ,700, ,750, ,960, ,000, ,960, ,710, ,736, ,446, ,580, ,589, ,169, ,100, ,000, ,100, ,895, ,935, ,830, ,245, ,980, ,225, ,038, ,067, ,105, ,235, ,570, ,805, ,238,330, ,090, ,267,420, ,006,255, ,500, ,042,755, ,470,875, ,859, ,508,734, ,338,695, ,746, ,453,441, ,745, ,330, ,075, ,149,250, ,944, ,619,194, ,335,035, ,569, ,709,604, ,220, ,391, ,611, ,181, ,236, ,478,417,098 TOTAL 547 $19,212,318, $2,953,920, $22,166,239, Includes $7,339,546,955 which was refinanced by subsequent Wisconsin Issuer bond issues. Includes $1,570,736,076 which was refinanced by subsequent Wisconsin Issuer bond issues. In its fiscal year beginning July 1, 2015, the Wisconsin Issuer has issued and authorized the issuance of additional issues of bonds. The Wisconsin Issuer plans to offer other obligations from time to time to finance other health, educational, research and nonprofit facilities. Such other obligations will be issued pursuant to and secured by instruments separate and apart from the Bond Indentures and the security for the Series 2016 Fixed Rate Bonds. Bonds of the Wisconsin Issuer. The Wisconsin Issuer may from time to time issue bonds for any corporate purpose and, pursuant to Chapter 231 of the Wisconsin Statutes, as from time to time amended (the Wisconsin Act ), these bonds are negotiable for all purposes notwithstanding their payment from a limited source. The bonds are payable solely out of revenues of the Wisconsin Issuer specified in the resolution under which they are issued or in a related trust indenture or mortgage. The Wisconsin Issuer must pledge the revenues to be received by it on account of each financing as security for the bonds issued in that financing. 6

15 Interest on the Wisconsin Bonds Not Exempt from Wisconsin Income Taxes. Interest on the Wisconsin Bonds is not exempt from present Wisconsin income taxes. State of Wisconsin Not Liable on the Series 2016 Fixed Rate Bonds. The Series 2016 Fixed Rate Bonds, including the Wisconsin Bonds, and the interest payable thereon do not constitute a debt or liability of the State of Wisconsin or of any political subdivision thereof other than the Wisconsin Issuer, but will be payable solely from the funds pledged for the Series 2016 Fixed Rate Bonds in accordance with the Bond Indenture relating to the Wisconsin Bonds. The issuance of the Series 2016 Fixed Rate Bonds, including the Wisconsin Bonds, does not, directly, indirectly or contingently, obligate the State of Wisconsin or any political subdivision thereof to levy any form of taxation for the payment for the Series 2016 Fixed Rate Bonds, including the Wisconsin Bonds, or to make any appropriation for their payment. The State of Wisconsin will not in any event be liable for the payment of the principal of or interest on the Series 2016 Fixed Rate Bonds, including the Wisconsin Bonds, or for the performance of any pledge, obligation or agreement of any kind whatsoever which may be undertaken by the Wisconsin Issuer. No breach by the Wisconsin Issuer of any such pledge, obligation or agreement may impose any pecuniary liability upon the State of Wisconsin or any charge upon its general credit or against its taxing power. The Wisconsin Issuer has no taxing power. The Wisconsin Act provides that the State of Wisconsin pledges to, and agrees with, holders of any obligations issued under the Wisconsin Act that it will not limit or alter the rights vested in the Wisconsin Issuer by the Wisconsin Act until such obligations, together with the interest thereon, are fully met and discharged, provided nothing in the Wisconsin Act precludes such limitation or alteration if and when adequate provision will be made by law for the protection of the holders of such obligations. THE SERIES 2016 FIXED RATE BONDS The following is a summary of certain provisions of the Series 2016 Fixed Rate Bonds. Reference is made to the Series 2016 Fixed Rate Bonds for the complete text thereof and to the respective Bond Indentures for a more detailed description of these provisions. The discussion herein is qualified by such reference. See also APPENDIX C SUMMARY OF PRINCIPAL DOCUMENTS. General Each Series of the Series 2016 Fixed Rate Bonds will be issued in the aggregate principal amount, and will bear interest at the rates, described on the pages immediately following the cover page of this Official Statement and shall be issued in the denomination of $5,000 or any integral multiple thereof. The Series 2016 Fixed Rate Bonds will be dated the date of delivery, shall bear interest from such date and shall be payable on May 15 and November 15 of each year, commencing on November 15, Interest shall be computed on the basis of a 360- day year consisting of twelve 30-day months. The Depository Trust Company, New York, New York ( DTC ), will act as the initial securities depository for each Series of the Series 2016 Fixed Rate Bonds, which will be issued initially pursuant to a book-entry only system. See the information herein under the caption BOOK-ENTRY ONLY SYSTEM. Under each Bond Indenture, the related Issuer may appoint a successor securities depository to DTC for the related Series of Series 2016 Fixed Rate Bonds. The Holders of the Series 2016 Fixed Rate Bonds have no right to a book-entry only system for the Series 2016 Fixed Rate Bonds. The information under the caption THE SERIES 2016 FIXED RATE BONDS is subject in its entirety to the provisions described below under the caption BOOK-ENTRY ONLY SYSTEM while the Series 2016 Fixed Rate Bonds are in the book-entry only system. Payment of Principal and Interest The Series 2016 Fixed Rate Bonds will be issued as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of DTC. Individual purchases of interests in the Series 2016 Fixed Rate Bonds will be made in book-entry form only, in authorized denominations as described under the caption General above. Purchasers of such interests will not receive certificates representing their 7

16 interests in the Series 2016 Fixed Rate Bonds. For a description of matters pertaining to transfers and exchanges while in the book-entry only system, see BOOK-ENTRY ONLY SYSTEM herein. So long as Cede & Co. is the registered owner of a Series of the Series 2016 Fixed Rate Bonds, the Bond Trustee for that Series will pay principal of and interest on the Series 2016 Fixed Rate Bonds of that Series to DTC, which will remit principal and interest payments to its participants for disbursement to the beneficial owners of the Series 2016 Fixed Rate Bonds, as described herein under the caption BOOK-ENTRY ONLY SYSTEM. If the book-entry system for the Series 2016 Fixed Rate Bonds is ever discontinued, the principal or Redemption Price of the Series 2016 Fixed Rate Bonds shall be payable in lawful money of the United States of America at the Principal Corporate Trust Office of the Bond Trustee, and payment of the interest on any Series 2016 Fixed Rate Bond shall be made on each interest payment date to the Holder thereof as of the first day of the calendar month in which such interest payment date falls (the Record Date ) for each interest payment date by check mailed on each interest payment date to such Holder at such Holder s address as it appears on the registration books maintained by the Bond Trustee; provided, however, that the Holder of $1,000,000 or more in aggregate principal amount of Series 2016 Fixed Rate Bonds of the applicable Series may be paid by wire transfer to an account within the United States upon written request filed with the Bond Trustee on or before the Record Date for the applicable interest payment date. Such wire transfer shall be on terms satisfactory to the Bond Trustee at the sole cost and expense of the Holder. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date and shall be paid to the Person in whose name such Series 2016 Fixed Rate Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Bond Trustee, notice of which shall be given to the Holders by first class mail not less than 10 days prior to such Special Record Date. Redemption Optional Redemption. The Series 2016 Fixed Rate Bonds maturing on or after November 15, 2026 are subject to redemption prior to their respective stated maturities, at the option of the applicable Issuer (which option shall be exercised upon Request of the Senior Credit Group Representative given to the Bond Trustee), in whole or in part (in such amounts and maturities as are specified by the Senior Credit Group Representative or if the Senior Credit Group Representative fails to specify such maturities, in inverse order of maturity), by lot within a maturity, on any date on or after May 15, 2026, at a Redemption Price equal to the principal amount of the Series 2016 Fixed Rate Bonds of the Series called for redemption, together with accrued interest to the date fixed for redemption, without premium. Mandatory Sinking Account Redemption. Wisconsin Bonds. The Wisconsin Bonds maturing on November 15, 2039 bearing interest at 4.00% are subject to redemption in part prior to their stated maturity date from Sinking Account Installments on any November 15 on or after November 15, 2037, at a Redemption Price equal to the principal amount of Wisconsin Bonds called for redemption, together with accrued interest thereon to the date fixed for redemption, without premium, in the amounts indicated below. Maturity Sinking Account Installment Dates (November 15) Sinking Account Installments 2037 $37,295, ,370, ,335,000 8

17 The Wisconsin Bonds maturing on November 15, 2039 bearing interest at 4.50% are subject to redemption in part prior to their stated maturity date from Sinking Account Installments on any November 15 on or after November 15, 2037, at a Redemption Price equal to the principal amount of Wisconsin Bonds called for redemption, together with accrued interest thereon to the date fixed for redemption, without premium, in the amounts indicated below. Maturity Sinking Account Installment Dates (November 15) Sinking Account Installments 2037 $13,950, ,740, ,005,000 The Wisconsin Bonds maturing on November 15, 2039 bearing interest at 5.00% are subject to redemption in part prior to their stated maturity date from Sinking Account Installments on any November 15 on or after November 15, 2037, at a Redemption Price equal to the principal amount of Wisconsin Bonds called for redemption, together with accrued interest thereon to the date fixed for redemption, without premium, in the amounts indicated below. Maturity Sinking Account Installment Dates (November 15) Sinking Account Installments 2037 $37,295, ,370, ,335,000 The Wisconsin Bonds maturing on November 15, 2046 are subject to redemption in part prior to their stated maturity date from Sinking Account Installments on any November 15 on or after November 15, 2044, at a Redemption Price equal to the principal amount of Wisconsin Bonds called for redemption, together with accrued interest thereon to the date fixed for redemption, without premium, in the amounts indicated below. Maturity Sinking Account Installment Dates (November 15) Sinking Account Installments 2044 $62,800, ,360, ,025,000 Birmingham Bonds. The Birmingham Bonds are subject to redemption in part prior to their stated maturity date from Sinking Account Installments on any November 15 on or after November 15, 2044, at a Redemption Price equal to the principal amount of Birmingham Bonds called for redemption, together with accrued interest thereon to the date fixed for redemption, without premium, in the amounts indicated below. Maturity Sinking Account Installment Dates (November 15) Sinking Account Installments 2044 $ 23,655, ,350, ,070,000 9

18 Mobile Bonds. The Mobile Bonds are subject to redemption in part prior to their stated maturity date from Sinking Account Installments on any November 15 on or after November 15, 2044, at a Redemption Price equal to the principal amount of Mobile Bonds called for redemption, together with accrued interest thereon to the date fixed for redemption, without premium, in the amounts indicated below. Maturity Sinking Account Installment Dates (November 15) Sinking Account Installments 2044 $27,815, ,240, ,740,000 Extraordinary Redemption. The Series 2016 Fixed Rate Bonds of each Series are subject to redemption prior to their respective stated maturities at the option of the applicable Issuer (which option shall be exercised upon Request of the Senior Credit Group Representative given to the Bond Trustee) in whole or in part (in such amounts and maturities as may be specified by the Senior Credit Group Representative or, if the Senior Credit Group Representative fails to specify such maturities, in inverse order of maturity), by lot within a maturity, on any date, from hazard insurance or condemnation proceeds received with respect to the facilities of any Senior Credit Group Member and deposited in the Special Redemption Account established under any Bond Indenture, at a Redemption Price equal to the principal amount of the Series 2016 Fixed Rate Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. The Series 2016 Fixed Rate Bonds of any Series are also subject to redemption prior to their respective stated maturities, at the option of the applicable Issuer (which option shall be exercised upon Request of the Senior Credit Group Representative given to the Bond Trustee) as a whole (but not in part) on any date, at a Redemption Price equal to the principal amount of Series 2016 Fixed Rate Bonds called for redemption, together with accrued interest thereon to the date fixed for redemption, without premium, if (i) any Senior Credit Group Member, by reason of final judicial, legislative or administrative action, is legally required (a) by reason of being party to the Senior Master Indenture or the related Loan Agreement, (b) by reason of being a Senior Credit Group Member or (c) as a condition of continued eligibility for reimbursement under a federal or state program, to operate in any manner that such Senior Credit Group Member in good faith believes to be contrary to the Ethical and Religious Directives (as defined in the Bond Indentures), or (ii) any Senior Credit Group Member in good faith believes that there is a substantial threat of its being required to operate contrary to the Ethical and Religious Directives or the principles and beliefs of the Roman Catholic Church, or (iii) as a result of any changes in the Constitution of the United States of America or any state, or legislative or administrative action or inaction by the United States of America or any state, or any agency or political subdivision thereof, or by reason of any judicial decisions there is a good faith determination by any Senior Credit Group Member that (a) the Senior Master Indenture has become void or unenforceable or impossible to perform or (b) unreasonable burdens or excessive liabilities have been imposed on such Senior Credit Group Member, including without limitation, federal, state or other ad valorem property, income or other taxes not being imposed on the date of execution of the Bond Indentures. Selection of Series 2016 Fixed Rate Bonds for Redemption. Whenever provision is made in a Bond Indenture for any Series of Series 2016 Fixed Rate Bonds for the redemption of less than all of the Series 2016 Fixed Rate Bonds of that Series of any maturity or any given portion thereof, the Bond Trustee shall select the Series 2016 Fixed Rate Bonds to be redeemed from all Series 2016 Fixed Rate Bonds of that Series subject to redemption or such given portion thereof not previously called for redemption, by lot in any manner which the Bond Trustee in its sole discretion shall deem appropriate and fair. Notice and Effect of Redemption. Notice of redemption shall be mailed by the Bond Trustee, not less than twenty (20) days nor more than sixty (60) days prior to the redemption date, to the respective Holders of any Series 2016 Fixed Rate Bonds called for redemption. Such notice shall be given to the Holders of Series 2016 Fixed Rate Bonds designated for redemption at their addresses appearing on the bond registration books maintained by the Bond Trustee. 10