C ONSOLIDATED F INANCIAL S TATEMENTS AND O THER F INANCIAL I NFORMATION

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1 C ONSOLIDATED F INANCIAL S TATEMENTS AND O THER F INANCIAL I NFORMATION CAMC Health System, Inc. and Subsidiaries Years Ended December 31, 2008 and 2007 With Report of Independent Auditors Ernst & Young LLP

2 Consolidated Financial Statements and Other Financial Information Years Ended December 31, 2008 and 2007 Contents Report of Independent Auditors...1 Consolidated Financial Statements Consolidated Balance Sheets...2 Consolidated Statements of Operations...4 Consolidated Statements of Changes in Net Assets...5 Consolidated Statements of Cash Flows...6 Notes to Consolidated Financial Statements...7 Other Financial Information Report of Independent Auditors on Other Financial Information...49 Consolidating Balance Sheets: December 31, December 31, Consolidating Statements of Operations: December 31, December 31,

3 Ernst & Young LLP 900 United Center 500 Virginia Street East Charleston, West Virginia Tel: Fax: Report of Independent Auditors The Board of Directors CAMC Health System, Inc. We have audited the accompanying consolidated balance sheets of CAMC Health System, Inc. and subsidiaries (the System) as of December 31, 2008 and 2007, and the related consolidated statements of operations, changes in net assets, and cash flows for the years then ended. These financial statements are the responsibility of the System s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of CAMC Health Education and Research Institute, Inc. (the Institute), a wholly owned subsidiary, the statements of which reflect total assets of $5,598,000 and $7,423,000 as of December 31, 2008 and 2007, respectively, and total revenues of $9,985,000 and $10,097,000 for the years ended December 31, 2008 and 2007, respectively. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for the Institute, is based solely on the reports of the other auditors. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the System s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the System s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the System as of December 31, 2008 and 2007, and the results of its operations, changes in net assets, and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. April 17, 2009 ey A member firm of Ernst & Young Global Limited

4 Consolidated Balance Sheets Assets Current assets: Cash and cash equivalents 27,674 December (In Thousands) $ $ 15,317 Short-term investments 42,363 35,916 Current portion of assets limited as to use 5,642 5,853 Patient receivables, net of allowances for uncollectible accounts of $19,508 in 2008 and $18,171 in , ,217 Other receivables 11,915 14,712 Inventories 13,787 13,287 Prepaid expenses and other 11,556 11,776 Total current assets 239, ,078 Assets limited as to use 218, ,227 Other investments 19,978 22,399 Property, plant, and equipment: Land 30,816 29,725 Buildings and improvements 314, ,636 Equipment and software costs 421, ,418 Construction in progress 10,749 44, , ,722 Less accumulated depreciation (483,553) (452,115) Total property, plant, and equipment, net 294, ,607 Other assets 18,000 16,989 Total assets $ 791,663 $ 730,

5 Consolidated Balance Sheets Liabilities and net assets Current liabilities: Accounts payable and accrued expenses 71,774 December (In Thousands) $ $ 39,429 Self-insurance reserves 3,300 7,200 Derivative obligation 61,040 8,729 Deferred revenue 2,371 2,361 Litigation verdict obligation 9,545 26,000 Accrued payroll and payroll-related expenses 40,085 34,914 Estimated amounts due third-party payors, net 10,624 12,507 Current maturities of long-term debt and capital lease obligations 6,641 15,432 Total current liabilities 205, ,572 Long-term liabilities: Long-term debt and capital lease obligations, less current maturities 328, ,960 Retirement obligations 10,248 8,421 Self-insurance reserves 23,130 18,281 Deferred revenue 10,553 3,015 Other 2,289 4,696 Total long-term liabilities 374, ,373 Total liabilities 579, ,945 Minority interest 247 (247) Net assets: Unrestricted 183, ,053 Temporarily restricted 8,569 17,887 Permanently restricted 19,067 18,662 Total net assets 211, ,602 Total liabilities and net assets $ 791,663 $ 730,300 See accompanying notes

6 Consolidated Statements of Operations Years Ended December (In Thousands) Unrestricted revenue and other support: Net patient service revenue $ 752,581 $ 711,221 Other revenue 34,630 33,784 Investment (loss) income, net (48,944) 26,644 Net assets released from restrictions 1,678 1,317 Total unrestricted revenue and other support 739, ,966 Expenses: Salaries and wages 287, ,802 Employee benefits 81,604 63,750 Professional compensation and fees 12,315 11,584 Supplies and other 295, ,335 Litigation verdict (14,345) 26,000 Depreciation and amortization 32,524 30,194 Provision for uncollectible accounts 60,815 56,518 Medicaid provider tax 15,956 15,592 Interest and debt expense 10,160 11,302 Change in fair value of derivatives 52,311 4,854 Loss of bond defeasance 1,521 1,404 Loss on termination of derivatives 1,785 Loss on sale of Braxton 1,752 Total expenses 835, ,872 (Deficiency) excess of revenues over expenses (95,680) 12,094 Other changes in unrestricted net assets: Net assets released from restrictions for capital expenditures Effect of adoption of SFAS No. 158 (3,459) Effect of adoption of SFAS (5,470) Change in retirement obligations actuarial loss and prior service cost (1,651) Contributions for capital expenditures (Decrease) increase in unrestricted net assets $ (102,254) $ 9,150 See accompanying notes

7 Consolidated Statements of Changes in Net Assets Years Ended December (In Thousands) Unrestricted net assets: (Deficiency) excess of revenue over expenses $ (95,680) $ 12,094 Effect of adoption of SFAS No. 158 (3,459) Effect of adoption of FAS (5,470) Change in retirement obligations actuarial loss and prior service cost (1,651) Assets released from restrictions for capital expenditures Contributions for capital expenditures (Decrease) increase in unrestricted net assets (102,254) 9,150 Temporarily restricted net assets: Contributions Investment (loss) income, net (13,405) 5,077 Effect of adoption of FAS ,470 Net assets released from restrictions for: Programs (1,678) (1,317) Capital expenditures (237) (37) (Decrease) increase in temporarily restricted net assets (9,318) 4,583 Permanently restricted net assets: Contributions 405 1,336 Increase in permanently restricted net assets 405 1,336 (Decrease) increase in net assets (111,167) 15,069 Net assets, beginning of year 322, ,533 Net assets, end of year $ 211,435 $ 322,602 See accompanying notes

8 Consolidated Statements of Cash Flows Years Ended December (In Thousands) Operating activities (Decrease) increase in net assets $ (111,167) $ 15,069 Adjustments to reconcile increase in net assets to net cash provided by operating activities: Change in fair value of derivatives 52,311 4,854 Loss on bond defeasance 1,521 1,404 Loss on termination of derivatives 1,785 (Gain) loss on disposal of fixed assets (163) 15 Effect of adoption of SFAS No ,459 Change in retirement obligations actuarial loss and prior service cost 1,651 Depreciation and amortization 32,524 30,194 Provision for uncollectible accounts 60,815 56,518 Equity losses (earnings) on unrestricted alternative investments 7,505 (2,889) Realized gain on unrestricted alternative securities (3,806) (12,635) Net restricted contributions and investment loss (income) 12,468 (7,273) Minority interest provision Change in assets and liabilities: Patient receivables (72,477) (68,186) Other receivables 2,797 (744) Trading investments 13,040 38,175 Inventories, prepaid expenses, and other (4,120) (1,535) Estimated amounts due from/to third-party payors (1,883) 5,072 Accounts payable and accrued expenses 28,445 (5,963) Deferred revenue 7,548 (2,011) Litigation verdict obligation (16,455) 26,000 Accrued payroll and payroll-related expenses 5,171 2,890 Other liabilities 3,112 (3,131) Net cash provided by operating activities 19,331 81,277 Investing activities Capital expenditures, net (77,186) (47,729) Purchases of alternative investments (16,977) (20,766) Proceeds from the sale of alternative investments 7,668 17,937 Minority interest provision (494) (209) Net cash used in investing activities (86,989) (50,767) Financing activities Proceeds from issuance of debt 127,355 Principal payments on debt and capital lease obligations (7,332) (7,545) Defeasance of bonds (27,540) (18,012) Derivative termination payments (1,785) Net restricted contributions and investment loss (income) (12,468) 7,273 Net cash provided by (used in) financing activities 80,015 (20,069) Net increase cash and cash equivalents 12,357 10,441 Cash and cash equivalents, beginning of year 15,317 4,876 Cash and cash equivalents, end of year $ 27,674 $ 15,317 Supplemental disclosure of cash flow information Cash paid during the year for interest $ 10,160 $ 9,695 See accompanying notes

9 Notes to Consolidated Financial Statements December 31, Organization CAMC Health System, Inc. (the Parent), is a West Virginia nonprofit corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (the Code). As the parent holding company, the Parent provides general guidance and strategic direction for the following subsidiaries (collectively, the System): Charleston Area Medical Center, Inc. (CAMC) a West Virginia nonprofit corporation that owns and operates the General, Memorial, and Women and Children s Hospitals. Charleston Area Medical Center Foundation, Inc. (the Foundation) a West Virginia nonprofit corporation established for the purpose of raising funds for CAMC. CAMC Health Education and Research Institute, Inc. (the Institute) a West Virginia nonprofit corporation established for the purpose of managing, promoting, and conducting medical education and research programs. Integrated Health Care Providers, Inc. (Integrated) a West Virginia corporation established for the purpose of providing physician services. Braxton County Memorial Hospital, Inc. (Braxton) a West Virginia nonprofit corporation that operates a community hospital in rural West Virginia and was divested in 2007 as more fully described under the acquisitions and divestitures section of Note 2. CAMC Teays Valley Hospital, Inc. (Teays) Formerly Heritage Health Systems, Inc., a West Virginia nonprofit corporation that owns and operates an urban community hospital in Putnam County, West Virginia. 2. Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Parent and the aforementioned subsidiaries. All significant intercompany transactions and balances have been eliminated

10 2. Significant Accounting Policies (continued) Divestiture The Parent (the Withdrawing Member) and Braxton County Memorial Hospital, Inc. (the Corporation) entered into a withdrawal and transfer agreement, dated June 27, 2007, which became effective July 1, The Braxton board of directors acquired the Corporation by assuming substantially all assets and liabilities for a price of $5,000. Prior to the sale, Braxton used available cash and investments to retire its 2000 Series B 2 Bonds, which approximated $1,100 as of December 31, The Parent is financing the sale with a long-term note receivable from the Corporation with payments to be received over 20 years at a fixed rate of 4.5% per annum. The Parent recognized a loss in 2007 on the transaction of approximately $1,800. Cash and Cash Equivalents and Short-Term Investments Cash and cash equivalents represent cash and temporary investments with original maturities of three months or less. Short-term investments represent investments with original maturities extending beyond three months that management has identified as available to meet current operating needs. Such deposits exceed the FDIC insured limits. Patient Receivables and Net Patient Service Revenues Patient receivables and net patient service revenues are derived primarily from patients who reside in West Virginia and surrounding states. Patient receivables consist of amounts due from third-party payors, including federal and state indemnity and managed care programs, managed care health plans and commercial insurance companies, and individual patients for health care services rendered. The System does not require collateral or other security on its patient receivables. Management maintains an allowance for doubtful accounts to reserve for estimated losses based on the length of time the account has been past due and historical experience. In 2008 and 2007, approximately 88% and 88%, respectively, of consolidated net patient service revenue was derived from third-party payment programs (Medicare, Medicaid, Public Employees Insurance Agency (PEIA), workers compensation, and various other arrangements), which reimburse the System at amounts that are less than established charges. Net patient service revenue reflects the estimated net realizable amounts due from third-party payors for services rendered, including estimated retroactive adjustments under reimbursement agreements

11 2. Significant Accounting Policies (continued) Net patient service revenues from the Medicare and Medicaid programs account for approximately 35% and 9%, respectively, of the System s net patient service revenue for the year ended December 31, 2008, and 37% and 8%, respectively, of the System s net patient service revenue for the year ended December 31, Payments received under the reimbursement arrangements with Medicare and Medicaid are subject to retroactive audit and adjustment. Provision has been made in the consolidated financial statements for estimated contractual adjustments representing the difference between the standard charges for services and estimated total payments to be received from third-party payors. Estimated settlements are accrued in the period the related services are rendered and adjusted in future periods as final settlements are determined. Settlement of prior year cost reports and revisions to other prior year settlement estimates had the effect of increasing net patient service revenue by $5,685 and $4,730 in 2008 and 2007, respectively. Laws and regulations governing these programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimated settlements will change by a material amount in the near term. Management believes that adequate provisions have been made for reasonable adjustments that may result from such final settlements. Management believes it is in substantial compliance with all applicable laws and regulations. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and exclusion from the Medicare and Medicaid programs. The approximate percentage of patient receivables by type of payor as of December 31 is as follows: Medicare 31% 30% Commercial insurance Other third-party payment programs Medicaid Self-pay 1 1 PEIA % 100%

12 2. Significant Accounting Policies (continued) Charity Care The System provides care to patients who meet certain criteria under its charity care policies without charge or at amounts less than established rates. Because the System does not pursue collection of amounts determined to qualify as charity care, such amounts are not reported as net revenue (see Note 3). The System maintains records to identify and monitor the level of charity care it provides. These records include the amount of charges foregone for services furnished under the System s charity care policies. Pledges Receivable The Foundation has $64 and $95 recorded as pledges receivable at December 31, 2008 and 2007, respectively. The amount to be received in one year and in one to five years as of December 31, 2008, is $34 and $64, respectively. These amounts are included in other receivables in the consolidated financial statements. Inventories Inventories represent supplies that are valued at the lower of cost on a first-in, first-out (FIFO) basis or market. Assets Limited as to Use and Investments Assets limited as to use primarily include assets held by trustees under indenture and other agreements, designated assets set aside by the Board of Trustees, self-insurance funds, and donor-restricted assets. Other investments are alternative investments that are not limited as to use. Investments in equity securities with readily determinable fair values and all investments in debt securities are classified as trading and are measured at fair value. Investment income or loss (including realized gains and losses, interest, dividends, changes in equity or impairments of limited partnerships, and unrealized gains and losses) is included in unrestricted investment income or loss unless the income or loss is restricted by donor or law

13 2. Significant Accounting Policies (continued) The System invests in alternative investments that primarily represent ownership in limited partnerships that invest in hedge funds, real asset funds, and private equity/venture capital funds. In order to liquidate such investments, management is required to provide notice ranging from 45 to 90 days to withdraw from the partnerships. Investments in alternative investments are accounted for utilizing the lower of cost or market method when the System s ownership percentage is less than 5%, as the System has virtually no influence over partnership operating and financial policies. As of December 31, 2008 and 2007, alternative investments recorded at cost, many of which have been written down to market, aggregate $49,314 and $45,567, respectively. Other than temporary losses of $11,383 and $0 were recorded in the consolidated statement of operations related to these investments. The estimated market value of these investments as provided by the fund mangers at December 31, 2008 and 2007, was $50,087 and $55,060, respectively. The System utilizes the equity method of accounting for alternative investments in which the System s ownership percentage exceeds 5%. As of December 31, 2008 and 2007, the total carrying value of such investments was $5,146 and $22,109, respectively. Alternative investments of $34,482 are included in assets limited as to use while $19,978 are included in other investments. Unrestricted, temporarily restricted, and permanently restricted investments are pooled to obtain maximum use of funds and higher interest rates on short-term investments. Investment income from these unrestricted, temporarily restricted, and permanently restricted funds is allocated to unrestricted and temporarily restricted funds based on the respective fund s percentage of total investments. Derivatives CAMC has entered into floating-to-fixed and floating-to-floating interest rate swap agreements, swaptions, and an interest rate cap agreement in connection with its debt management program. Under Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, and Statement of Position (SOP) 02 2, Accounting for Derivative Instruments and Hedging Activities by Not-for-Profit Health Care Organizations, CAMC records its derivative instruments as either assets or liabilities in the accompanying consolidated balance sheets at fair value. None of CAMC s current derivatives are designated as a hedge. Accordingly, the derivative gain or loss related to the change in fair value is included in the excess of revenues over expenses

14 2. Significant Accounting Policies (continued) Property, Plant, and Equipment Amounts capitalized as part of land, buildings, and equipment, including additions and improvements to existing facilities, are recorded at acquisition cost, including applicable internal labor costs capitalized during construction. During 2008 and 2007, approximately $1,120 and $1,000, respectively, of internal labor costs were capitalized related to construction projects. Capital lease assets included in equipment on the balance sheet are $1,237, net of $1,098 accumulated amortization, at December 31, 2008, and $1,237, net of $860 accumulated amortization, at December 31, The total unamortized capitalized software costs are $4,316 and $5,011 as of December 31, 2008 and 2007, respectively. Total related amortization expense was $2,452 and $2,144 for the years ended December 31, 2008 and 2007, respectively. Further, interest costs of $1,649 and $710 were capitalized during 2008 and 2007, respectively. Depreciation, including amortization of assets recorded under capital leases, is recorded on the straight-line method over the estimated useful lives of the buildings and improvements (generally 10 to 40 years) and equipment (generally 3 to 20 years). Upon retirement or disposal, the asset and accumulated depreciation accounts are adjusted, and any gain or loss is recorded in the consolidated statement of operations. Maintenance costs and repairs are expensed as incurred. Management reviews the recoverability of the carrying value of long-lived assets as prescribed in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The System also reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Any write-downs due to impairment are charged to operations at the time impairment is identified. Management determined that no impairment write-downs were necessary in 2008 or Contributions Contributions are recognized in the period cash is received or the period in which an unconditional promise is received. Conditional promises to give and indications of intentions to give are reported at fair value at the date the gift is received. Gifts are reported as either temporarily or permanently restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor-restriction expires, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the consolidated statements of operations

15 2. Significant Accounting Policies (continued) Donor-restricted contributions received by the Institute whose restrictions are met within the same year as received are reported as unrestricted contributions in the accompanying consolidated financial statements. Donor-restricted contributions received by the Foundation whose restrictions are met within the same year as received are reported as net assets released from restrictions in the accompanying consolidated financial statements. Temporarily and Permanently Restricted Net Assets Temporarily restricted net assets are available for a number of initiatives. The more significant temporary restrictions relate to medical care of patients at CAMC Memorial Hospital of $5,200, cancer related initiatives of $2,100, and scholarships of $1,300. Permanently restricted net assets are comprised of endowment funds, which are restricted in perpetuity, and the income is to be used primarily for clinical and education programs. The more significant permanent restrictions relate to cancer research $2,900, children s initiatives of $2,700, and geriatric research of $2,100. Self-Insurance Programs The System has self-insurance programs for professional malpractice, general liability, workers compensation, unemployment compensation, disability, and employee health insurance. The estimated self-insurance obligations include a provision for incurred but not reported claims. Minority Interest CAMC is a general partner in two medical office building partnerships, each being organized as general partnerships. CAMC owns a 75% interest in the General Division Medical Office Building Partnership and an 89% interest in the Women and Children s Medical Office Building Partnership. Individual practicing physicians or physician medical corporations own the remaining residual interest in these partnerships. The residual interest is reflected as minority interest in the consolidated financial statements. Excess (Deficiency) of Revenues Over Expenses The consolidated statements of operations include excess (deficiency) of revenues over expenses. Changes in unrestricted net assets, which are excluded from excess (deficiency) of revenues over expenses, consistent with industry practice, include contributions of long-lived assets (including assets acquired using contributions, which by donor-restriction were to be used for the purposes of acquiring such assets)

16 2. Significant Accounting Policies (continued) Income Taxes CAMC, the Foundation, the Institute, and Teays, are exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code (the Code) and applicable state statutes, but are subject to Unrelated Business Income Tax. A provision of $1,300 and $923 has been made in the accompanying consolidated financial statements for the year ended December 31, 2008 and 2007 respectively for estimated unrelated business income tax. Integrated, a taxable non-profit corporation, follows the provisions of SFAS No. 109, Accounting for Income Taxes. For the years ended December 31, 2008 and 2007, Integrated had cumulative net operating losses (NOLs) available for carryforward approximating $40,700 and $38,400, respectively. However, the deferred tax assets related to these and prior year NOLs have been fully reserved by a valuation allowance due to the uncertainty of Integrated s ability to generate future taxable income. In 2007, the System adopted the provisions of Financial Accounting Standards Board Interpretation 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes (FIN 48), which created a single model to address accounting for uncertainty in tax positions. The impact of adopting FIN 48 was not material to the consolidated financial position or results of operations, as of and for the year ended December 31, Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Adjustments to estimates are recorded, as appropriate, in periods in which they are determined. New Accounting Pronouncement In March 2009, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No The Statement enhances disclosures about 1) how and why an entity uses derivative instruments, 2) how derivative instruments are accounted for under Statement 133 and its related interpretations, and 3) how derivative instruments affect an entity s financial position, financial performance and cash flows

17 2. Significant Accounting Policies (continued) This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, Management is currently evaluating SFAS No. 161 and plan to make additional disclosures as required upon the effective date of adoption. Reclassifications Certain 2007 amounts have been reclassified to conform to the 2008 presentation in the accompanying financial statements. Such reclassifications did not impact the 2007 excess of revenues over expenses or changes in net assets. 3. Net Patient Service Revenue Net patient service revenue for the years ended December 31 consists of the following: 2008 CAMC Teays Integrated Elimination Total 2007 Gross patient service billings $ 1,426,075 $ 109,145 $ 27,017 $ 14 $ 1,562,251 $ 1,432,030 Charity care allowances (45,706) (4,123) (428) (50,257) (50,151) Contractual allowances (708,019) (56,085) (9,607) (773,711) (683,866) Medicaid enhanced payment program revenue 11, ,276 9,948 Medicaid disproportionate share hospital payment program revenue 2, ,022 3,260 Net patient service revenue $ 686,268 $ 49,317 $ 16,982 $ 14 $ 752,581 $ 711,221 The System has agreements with third-party payors that provide for payments at amounts that differ from its established rates. A summary of the payment arrangements with major third-party payors is as follows: Medicare Payment for inpatient acute care services rendered to Medicare program beneficiaries and associated medical education, disproportionate share and capital cost reimbursement, and capital costs are paid at prospectively determined rates per discharge. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors. Outpatient

18 3. Net Patient Service Revenue (continued) services are reimbursed at prospectively determined rates per visit based primarily on an ambulatory payment classification. Some inpatient nonacute services, certain outpatient services, and a percentage of bad debt costs related to Medicare beneficiaries are substantially paid based on a cost-reimbursement methodology. Other amounts related to interns and residents and disproportionate share (DSH) are paid based on formulas as defined in the Medicare regulations. The System is paid for cost-reimbursable items, interns and residents and DSH at a tentative rate with final settlement determined after submission of annual cost reports and audits thereof by the Medicare fiscal intermediary. Classification of patients under the Medicare program and the appropriateness of their admission are subject to an independent review by a peer-review organization under contract with the Medicare program. The Medicare cost reports for CAMC have been audited by the Medicare fiscal intermediary through December 31, 2003, and for CAMC Teays Valley through November 10, Medicaid Payments for inpatient services rendered to Medicaid program beneficiaries are primarily reimbursed on a prospective payment system. Outpatient services rendered to Medicaid program beneficiaries are reimbursed primarily at prospectively determined rates per visit based on an ambulatory classification. PEIA Inpatient services rendered to PEIA subscribers are reimbursed on a prospective payment system. Outpatient services rendered to PEIA subscribers are reimbursed based on a fee schedule, with no retroactive adjustment. Other The System has also entered into payment agreements with certain commercial insurance carriers, preferred provider organizations (PPOs), and health maintenance organizations (HMOs). Payment under the commercial, HMO, and PPO arrangements are primarily based on a percentage of charges

19 3. Net Patient Service Revenue (continued) Medicaid Enhanced Payment Programs Under the West Virginia Medicaid Enhanced Payment Programs (safety net), the methodology utilized in determining payments is based on the West Virginia State Plans approved on May 15, The methodology utilizes the following four payment groups: Urban, Rural, Tertiary Safety Net, and Rural Safety Net, and the amounts currently assigned and approved by the Centers for Medicare and Medicaid. During 2008 and 2007, the System recorded $11,276 and $9,948, respectively, in reimbursement from the enhanced payment program. This reimbursement has been included in net patient service revenue in the accompanying consolidated statements of operations. Medicaid Disproportionate Share Enhancement Program Under the West Virginia Medicaid Disproportionate Share Enhancement Program, funds designated by the West Virginia legislature for disproportionate share hospitals (DSHs) are distributed based on, among other things, each particular hospital s Medicaid inpatient activity and total operating expenses compared to other hospitals in the state. During 2008 and 2007, the System recorded $3,022 and $3,260, respectively, in reimbursement from the disproportionate share program. This reimbursement has been included in net patient service revenue in the accompanying consolidated statements of operations. Funds received from this program are subject to retroactive adjustment. The State of West Virginia Disproportionate Share Hospital State Plan (the DSH State Plan) provides for a settlement process among participating hospitals. The Bureau for Medical Services of the State of West Virginia Department of Health and Human Resources (the Bureau) has contracted with a third-party vendor to assist with the audit settlement process for the DSH State Plan. The laws and regulations governing the DSH settlement process are complex, involving statistical data from all participating hospitals, and subject to interpretation. Accordingly, the System is not able to estimate the impact on the consolidated financial statements upon completion of the DSH settlement process. The ultimate resolution of the settlement process could materially impact the System s future results of operations or cash flows in a particular period. Broad-Based Health-Care-Related Tax (Medicaid Provider Tax) The West Virginia Broad-Based Health-Care-Related Tax of 1993 (formerly the West Virginia Health Care Provider Medicaid Enhancement Tax) assesses a tax on net patient service revenue at rates varying from 0.35% to 5.0%, depending on the type of services provided

20 4. Assets Limited as to Use and Investments Assets limited as to use consist of the following as of December 31: Board-designated and restricted funds: Cash and cash equivalents $ 299 $ 2,955 Corporate stocks 48,961 86,181 Corporate bonds 26,734 1,719 Alternative investments limited partnerships 23,615 26,644 Mutual funds invested in fixed-income securities 22,169 Alternative investments equity trust 8,119 15, , ,187 Self-insurance: Cash and cash equivalents 511 1,399 Government obligations 4,008 12,358 Corporate stocks 7,686 18,186 Alternative investments limited partnerships 2,748 3,114 Mutual funds invested in equity securities 3,158 5,997 Mutual funds invested in fixed income 2,248 20,359 41,054 Trustee-held cash and cash equivalents: Debt service reserve fund 13,666 22,119 Acquisition fund 56,165 1,463 Principal and interest fund 2,342 2,552 Collateral on derivatives 18,000 - Other trustee-held funds primarily for executive compensation programs: Mutual funds 2,464 4,656 Other assets: Cash equivalents 300 4,660 Other 3,600 4,389 96,537 39, , ,080 Less current portion (5,642) (5,853) $ 218,982 $ 230,

21 4. Assets Limited as to Use and Investments (continued) Board-designated and trustee held funds consist of the Foundation s and CAMC s investments set aside for capital, debt, and other similar expenditures. Self-insurance assets relate primarily to the malpractice and general liability self-insurance program. The trustee-held acquisition project fund was set aside from the proceeds of the 2002 Series B Bonds and VHA loan for future capital improvements. Trustee-held investments also include funds set aside for certain Obligated Group debt service requirements (see Note 6). Other assets primarily consist of assets held in trust for deferred compensation and nonqualified supplemental executive retirement plans (SERPs). 5. Investment Income Investment income and unrealized and realized gains and losses on investments are comprised of the following for the years ended December 31: Unrestricted: Interest and dividends $ 6,521 $ 6,993 Realized (losses) gains on investments, net (5,691) 18,591 Equity (losses) earnings and impairments on alternative investments (7,505) 2,889 Net unrealized losses (42,269) (1,829) (48,944) 26,644 Temporarily restricted: Interest and dividends Realized (losses) gains on investments, net (1,340) 3,930 Equity (losses) earnings and impairments on alternative investments (1,851) 692 Net unrealized losses (11,056) (172) (13,405) 5,077 Net investment (loss) income and realized and unrealized gains and losses $ (62,349) $ 31,

22 6. Long-Term Debt, Lease Obligations, and Derivatives Obligations under long-term debt and capital lease obligations consist of the following as of December 31: Series A Bonds $ 127,355 $ 2002 Series A and B Bonds 156, , Series A Bonds 27, VHA Loan 12,468 14, Bonds - Teays Valley 25, Promissory note 6,930 30,402 Notes payable and other, including capital lease obligations of $447 in 2008 and $626 in ,470 11, , ,723 Less unamortized discount (331) Total 335, ,392 Less current maturities (6,641) (15,432) $ 328,381 $ 226, Series A Bonds In June 2008, CAMC entered into a loan agreement with the West Virginia Hospital Finance Authority (the Authority) pursuant to which CAMC Borrowed the proceeds of the Authority s $127,355 Variable Rate Revenue Bonds 2008 Series A (Charleston Area Medical Center, Inc.). The proceeds from the 2008 Series A bond issue were used primarily to (i) currently refund the Authority s 1995 Series A Bonds in the principal amount outstanding of $27,540, (ii) refinance an outstanding bank loan in the aggregate principal amount of $4,915 (iii) pay or reimburse certain capital expenditures made, or to be made, by CAMC with a deposit to a trustee held project acquisition fund in the amount of $91,085, and (iv) pay for the cost of issuing the 2008 Series A bonds. The project acquisition fund is a component of assets limited as to use appearing in the balance sheet. The Bonds require the payment of principal and interest through September 1, The bonds are Multi Modal Variable Rate Demand Obligations supported by credit enhancement and a liquidity facility. The timely payment of principal and interest on the 2008 Series A Bonds and the purchase price of tendered bonds are secured by an irrevocable, transferable direct pay letter of credit issued by a bank. The letter of credit will expire on June 19, 2011 unless renewed and may be replaced by a substitute letter of credit

23 6. Long-Term Debt, Lease Obligations, and Derivatives (continued) Interest on the 2008 Bonds is variable and can bear interest at a Daily Rate or a Weekly Rate as determined by a remarketing agent. Interest accrues at the minimum rate of interest which, in the judgment of the remarketing agent under then-existing market conditions, would result in the sale of the 2008 Bonds on such rate determination date at a price equal to the principal amount thereof, plus interest accrued through the rate period. As of December 31, 2008, the rate was 0.69%. Should any portion of the Bonds not remarket, the holders of said bonds may tender them to the bank holding the direct pay letter of credit. The letter of credit is scheduled to terminate on June 19, 2011, unless renewed. Draws on the letter of credit will begin repayment over 10 years with a balloon payment at the end of 5 years Series A and B Bonds and 2000 Series A and B Bonds In September 2002, CAMC entered into a loan agreement with the West Virginia Hospital Finance Authority (the Authority) pursuant to which CAMC borrowed the proceeds of the Authority s $167,550 Variable Rate Revenue Bonds (Charleston Area Medical Center, Inc.), consisting of $93,075 Variable Rate Revenue Refunding Bonds, 2002 Series A (the 2002 Series A Bonds) and $74,475 Variable Rate Revenue Bonds, 2002 Series B (the 2002 Series B Bonds) (collectively, the 2002 Bonds). The proceeds of the 2002 Series A Bonds, which were used to advance refund and legally defease $72,785 of the Authority s $93,225 Hospital Revenue Bonds (Charleston Area Medical Center, Inc.), 2000 Series A (the 2000 Series A Bonds), require principal and interest payments through September 1, The proceeds of the 2002 Series B Bonds were deposited to an acquisition fund to pay or reimburse the costs of certain capital expenditures made or to be made by CAMC. The acquisition fund is a component of assets limited as to use appearing in the balance sheet. Both the 2002 Series A and B bonds are insured bonds with respect to principal and interest payments. Interest on the 2002 Bonds is variable and accrues at the minimum rate of interest that, in the judgment of the remarketing agent under then-existing market conditions, would result in the sale of the 2002 Bonds on such rate-determination date at a price equal to the principal amount thereof, plus interest accrued through the rate-determination date, which occurs weekly. Interest on the 2002 Bonds is payable on the first business day of each month. The 2002 Bonds are not supported by a letter of credit, line of credit, standby bond purchase agreement, or any other liquidity facility. As a result, if the remarketing agent cannot successfully remarket optionally or mandatorily tendered 2002 bonds, the bondholders do not have the right to have such nonremarketed bonds purchased by CAMC or any other member of the Obligated Group. The interest rate on non-remarketed bonds would be 175% of the applicable SIFMA Municipal Swap

24 6. Long-Term Debt, Lease Obligations, and Derivatives (continued) Index for Moody s A rated debt. There is no cap on this interest amount. The interest accrued on the last rate determination date prior to December 31, 2008 and 2007, was 8.5% and 4.20% for those years, respectively. In September 2007, CAMC defeased the remaining balance of the 2000 Series A Bonds, which totaled $16,645. As a result of the cash defeasance, CAMC incurred a loss of $1,404. Funds of $18,012 used to complete the defeasance came from various 2000 Series A Bond debt service reserve accounts and other accounts that were a component of assets limited as to use. The escrow fund and the outstanding bond principal outstanding are not considered assets and liabilities of the System and have been removed from the accompanying consolidated statement of financial position Series A Bonds In 1995, CAMC entered into a refinancing agreement with the Authority relating to the refunding of the 1986 Series A, 1989 Series A, and 1989 Series B Hospital Revenue Refunding Bonds. In connection with this agreement, the Authority issued the 1995 Series A Hospital Revenue Refunding Bonds in the aggregate principal amount of $73,420. Interest on the bonds accrued at fixed rates ranging from 4.50% to 5.75%. In June 2008 the entire outstanding amount of the 1995 Series A bonds were refunded with a portion of the proceeds from the 2008 Series A bonds. The System recognized a loss of $1,521 in conjunction with the refunding. The escrow fund and the outstanding bond principal outstanding are not considered assets and liabilities of the System and have been removed from the accompanying consolidated statement of financial position VHA Loan In 2004, CAMC executed documents and took a $16,500 loan draw as a participant in the West Virginia Hospital Finance Authority s VHA Mid-Atlantic States, Inc. Capital Asset Financing Program. The proceeds from the loan draw were deposited in an acquisition account and drawn upon as needed for various capital acquisitions. The loan draw is being repaid over seven years with monthly principal amortization that began in December Interest payments are made monthly, at variable rates based on the average weekly bond-remarketing rate, under existing market conditions. The variable rates paid on this debt were 4.61% and 3.94% as of December 31, 2008 and 2007, respectively

25 6. Long-Term Debt, Lease Obligations, and Derivatives (continued) 2006 Promissory Note In October 2006, Teays executed a $30,000 taxable note purchase agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (2006 Promissory Note) to acquire Putnam General Hospital, which is guaranteed by CAMC. CAMC has guaranteed the 2006 Promissory Note, which is secured by Promissory Note issued under the 1993 Restated Master Trust Indenture pursuant to Supplemental Indenture The 2006 Promissory Note carries a variable monthly interest rate equal to the London Interbank Offered Rate (LIBOR) plus 80 basis points (0.80%), which aggregated 3.58% and 6.05% as of December 31, 2008 and 2007, respectively. Interest on the note is paid monthly in arrears on the first business day of each month through an amended maturity date (as discussed below) of January 1, Unexpended proceeds from this note are a component of assets limited as to use. In December 2007, the 2006 Promissory Note was amended and restated to extend the original maturity date from February 1, 2008 to January 1, 2009, for $23,000 of the obligation, with the remaining $7,000 scheduled to mature on January 1, The original promissory note and guarantee was replaced with Replacement Promissory Note, Series 2006 issued under the 1993 Restated Master Trust Indenture pursuant to Supplemental Indenture Further, in December 2007, Merrill Lynch, Pierce, Fenner & Smith Incorporated sold and assigned its rights under the 2006 Promissory Note to a financial institution. In July 2008, the maturity date was again extended from January 1, 2009 to January 1, On September 30, 2008, Teays refinanced all but the $7,000 portion of the 2006 Promissory Note. Teays 2008 Tax Exempt Bonds On September 30, 2008, Teays CAMC entered into a loan agreement with the West Virginia Hospital Finance Authority (the Authority) pursuant to which CAMC Teays borrowed the proceeds of the Authority s $26,000 Variable Rate Revenue Bonds. The proceeds from the 2008 bond issue were used primarily to (i) refinance $21,744 of the 2006 promissory note referenced above and, (ii) pay or reimburse certain capital expenditure made, or to be made, by CAMC Teays with a deposit to a trustee held project acquisition fund in the amount of $4,256. The project acquisition fund is a component of assets limited as to use appearing in the balance sheet. CAMC is a guarantor of this debt. The Bonds require the payment of principal and interest through September 30, Principal is amortizing as if the debt is repaying over 25 years in equal monthly installments of $50. At the end of five years a balloon payment is due for the remaining principal and accrued interest

26 6. Long-Term Debt, Lease Obligations, and Derivatives (continued) Security All bonds, direct pay letter of credit and VHA loan draw are secured by promissory notes given to the West Virginia Hospital Finance Authority and issued under the 1993 Restated Master Trust Indenture. The promissory notes are secured by a pledge of revenue and a deed of trust lien on the principal hospital facilities. Other In August 2007, CAMC converted a portion of its $10,000 working capital line of credit into a short-term note with a financial institution. CAMC drew the full balance of the note in the amount of $4,915. The balance on this note was paid June 19, 2008 at which time the working capital line of credit was restored to $10,000. The Women and Children s Medical Office Building Partnership, which is included in CAMC s accounts, has $1,374 and $1,805 outstanding at December 31, 2008 and 2007, respectively, under a promissory note payable to a financial institution with a variable rate and a 15-year amortization with a balloon payment due in The average interest rate on the note was 2.69% and 6.57% in 2008 and 2007, respectively. Required monthly payments approximate $21 a month. The loan is secured by the building and guaranteed by CAMC. The West Virginia Hospital Finance Authority Hospital Refunding Revenue Bonds 1992 Series A, dated October 1, 1993, were issued for $4,770 on behalf of the General Division Medical Office Building Partnership. The outstanding bonds bear interest at a fixed rate of 7.25%. The bonds which have an outstanding balance of $2,030 and $2,295 at December 31, 2008 and 2007, respectively, are secured by the office building and guaranteed by CAMC. Obligated Group The Foundation and CAMC are members of the Obligated Group, in accordance with the provisions of the 1993 Restated Master Trust Indenture and are jointly and severally liable for the performance of all covenants and obligations contained in the Master Trust Indenture and in the related notes and guarantees. The 1995 Series A Bonds, 2000 Series A Bonds, 2002 Series A and B Bonds, 2008 Series A Bonds, Teays 2008 Bonds and various notes and lines and letters of credit are obligations under the Master Trust Indenture. The Foundation s restricted net assets are not available to satisfy obligations of the Obligated Group

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