RWJ BARNABAS HEALTH, INC. Consolidated Financial Statements. December 31, (With Independent Auditors Report Thereon)

Transcription

1 Consolidated Financial Statements (With Independent Auditors Report Thereon)

2 Table of Contents Page Independent Auditors Report 1 Consolidated Financial Statements: Consolidated Balance Sheet 3 Consolidated Statement of Operations 4 Consolidated Statement of Changes in Net Assets 5 Consolidated Statement of Cash Flows 6 7

3 KPMG LLP 345 Park Avenue New York, NY Independent Auditors Report The Board of Trustees RWJ Barnabas Health, Inc.: We have audited the accompanying consolidated financial statements of RWJ Barnabas Health, Inc. (the Corporation), which comprise the consolidated balance sheet as of, and the related consolidated statement of operations, changes in net assets, and cash flows for the nine months ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal controls. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity.

4 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RWJ Barnabas Health Inc. as of, and the results of its operations and its cash flows for the nine months ended, in accordance with U.S. generally accepted accounting principles. May 19,

5 Consolidated Balance Sheet Assets Current assets: Cash and cash equivalents $ 36,136 Investments 62,450 Assets limited or restricted as to use 137,979 Patient accounts receivable, net of allowance for doubtful accounts of $222, ,929 Other current assets 159,114 Total current assets 890,608 Assets limited or restricted as to use, noncurrent portion 260,984 Investments 2,551,959 Property, plant, and equipment, net 1,976,544 Other assets, net 189,711 Liabilities and Net Assets $ 5,869,806 Current liabilities: Accounts payable $ 272,582 Accrued expenses and other current liabilities 559,203 Estimated amounts due to third-party payors, net 9,400 Long-term debt 49,278 Self-insurance liabilities 65,041 Total current liabilities 955,504 Estimated amounts due to third-party payors, net of current portion 47,311 Self-insurance liabilities, net of current portion 205,758 Long-term debt, less current portion 1,830,316 Accrued pension liability 115,173 Other liabilities 134,661 Total liabilities 3,288,723 Commitments and contingencies Net assets: Unrestricted 2,433,305 Temporarily restricted 117,439 Permanently restricted 30,339 Total net assets 2,581,083 Total liabilities and net assets $ 5,869,806 See accompanying notes to consolidated financial statements. 3

6 Consolidated Statement of Operations Nine months ended Revenue: Patient service revenue (net of contractual allowances and discounts) $ 3,656,698 Provision for bad debts (185,227) Net patient service revenue less provision for bad debts 3,471,471 Other revenue, net 380,857 Total revenue 3,852,328 Expenses: Salaries and wages 1,388,763 Physician fees and salaries 342,697 Employee benefits 321,270 Supplies 696,176 Other 677,093 Interest 51,046 Depreciation and amortization 146,809 Total expenses 3,623,854 Income from operations 228,474 Nonoperating revenue (expenses): Investment income, net 98,426 Loss on early extinguishment of debt (82,829) Other, net (3,449) Total nonoperating revenue, net 12,148 Excess of revenue over expenses 240,622 Other changes: Net change in unrealized losses on available for sale investments (9,156) Pension and postretirement changes other than net periodic benefit cost (57,050) Net assets released from restriction for purchases of property and equipment 34,176 Other, net 2,115 Increase in unrestricted net assets $ 210,707 See accompanying notes to consolidated financial statements. 4

7 Consolidated Statement of Changes in Net Assets Nine months ended Temporarily Permanently Total Unrestricted restricted restricted net assets Net assets at April 1, 2016 $ 2,222, ,453 28,274 2,389,325 Changes in net assets: Excess of revenue over expenses 240, ,622 Net change in unrealized losses on investments (9,156) (1,874) (11,030) Pension and postretirement changes other than net periodic benefit cost (57,050) (57,050) Net assets released from restriction 34,176 (45,501) (11,325) Restricted contributions 24,812 2,461 27,273 Investment income on restricted investments, net 2,186 2,186 Other 2,115 (637) (396) 1,082 Change in net assets 210,707 (21,014) 2, ,758 Net assets at $ 2,433, ,439 30,339 2,581,083 See accompanying notes to consolidated financial statements. 5

8 Consolidated Statement of Cash Flows Nine months ended Cash flows from operating activities: Change in net assets $ 191,758 Adjustments to reconcile change in net assets to net cash provided by operating activities: Pension and postretirement changes other than net periodic benefit cost 57,050 Depreciation and amortization expense 145,882 Amortization of intangible assets 927 Amortization of bond financing costs, premiums and discounts (709) Provision for bad debts 185,227 Net change in unrealized gains on investments 301 Realized gains on investments (56,705) Equity in income of joint ventures (18,497) Distributions received from investments in joint ventures 10,875 Accretion on capital appreciation bonds 6,732 Contributions restricted for long-term use (9,195) Loss on early extinguishment of debt 82,829 Changes in operating assets and liabilities: Patient accounts receivable (171,346) Other assets 50,852 Accounts payable, accrued expenses, and other current liabilities 47,336 Estimated amounts due from and to third-party payors (40,921) Accrued pension liability (2,382) Self-insurance and other long-term liabilities (21,615) Net cash provided by operating activities 458,399 Cash flows from investing activities: Purchases of property, plant, and equipment, net (261,239) Proceeds from bond funds 134,830 Proceeds from the sale of investments and assets limited or restricted as to use 178,735 Purchases of investments and assets limited or restricted as to use (67,441) Purchases of trading securities (3,632,379) Proceeds from the sale of trading securities 3,006,410 Investment in joint venture (978) Net cash used in investing activities (642,062) Cash flows from financing activities: Repayments of long-term debt (1,726,798) Proceeds from issuance of debt 1,646,308 Payments for deferred financing costs (8,979) Proceeds from contributions restricted for long-term use 9,195 Proceeds from contributions and grants 3,576 Net cash used in financing activities (76,698) Net decrease in cash and cash equivalents (260,361) Cash and cash equivalents at beginning of period 296,497 Cash and cash equivalents at end of year $ 36,136 Supplemental disclosure of cash flow information: Cash paid for interest $ 37,610 Supplemental disclosures of noncash investing and financing activities: Change in noncash acquisitions of property, plant, and equipment $ 46,398 Capital lease obligations incurred 1,322 See accompanying notes to consolidated financial statements. 6

9 (1) Organization Effective April 1, 2016, Robert Wood Johnson Health Care Corp. and its affiliates (collectively, RWJ) and Barnabas Health, Inc. and its affiliates (collectively, Barnabas Health) completed a transaction pursuant to a merger agreement dated March 16, 2016, to form RWJ Barnabas Health, Inc. The parent corporations of RWJ and Barnabas Health agreed to jointly sponsor a newly formed parent comprised of all entities of both systems. The merger was accomplished through the establishment of a new system parent corporation as the sole member of the former parent corporations of each system (RWJ and Barnabas Health, respectively). The parent corporation of the newly merged health care system, RWJ Barnabas Health, Inc., (the Corporation), is a not-for-profit, tax-exempt corporation. The merger was effected to create an integrated health system that would expand the scope of, and access to, health care services within communities served by both RWJ and Barnabas Health. The services and facilities of the Corporation include 11 acute care hospitals, 3 acute care children s hospitals, a free standing behavioral health center and statewide behavioral health network, a pediatric rehabilitation hospital, ambulatory care centers, geriatric centers, comprehensive home care and hospice centers, fitness and wellness centers, retail pharmacy centers, medical groups, diagnostic imaging centers, accountable care organizations, a burn treatment facility, comprehensive cardiac surgery services, including a heart transplant center, a lung transplant center, kidney transplant centers, comprehensive cancer services and comprehensive breast centers. Concurrent with the merger, trustees of both RWJ and Barnabas Health resigned at the effective date of the transaction, and a new board of trustees was formed. The Corporation has accounted for the combination as a merger of not-for-profit entities under Accounting Standards Codification (ASC) , Not-for-Profit Entities: Business Combinations resulting in a new reporting entity effective April 1, 2016, with no activities before the merger. Therefore, the consolidated assets, liabilities and net assets of RWJ and Barnabas Health are included in the accompanying consolidated financial statements as of the effective date at their historical basis under the carryover method. The application of merger accounting to the combination as of April 1, 2016 required RWJ and Barnabas Health to conform certain accounting policies for consistency, including the accounting for the valuation of patient accounts receivable and investments in joint ventures. Adjustments of $38,600 were made to conform the policies as of March 31, The accompanying consolidated financial statements of the Corporation present the financial position and results of operations of the merged entity as of and subsequent to the effective date. 7 (Continued)

10 The major classes of assets, liabilities and net assets for RWJ and Barnabas Health that were consolidated at March 31, 2016 are as follows: Barnabas RWJ Health Total Assets: Cash and investments $ 746,866 1,533,221 2,280,087 Assets limited or restricted as to use 209, , ,778 Patient accounts receivable, net 203, , ,810 Property and equipment, net 826, ,331 1,818,111 Other assets 138, , ,924 Total assets $ 2,124,002 3,355,708 5,479,710 Liabilities: Accounts payable $ 113, , ,130 Accrued expenses and other current liabilities 166, , ,936 Long-term debt 612,712 1,137,452 1,750,164 Other liabilities 183, , ,155 Total liabilities 1,075,922 2,014,463 3,090,385 Net assets: Unrestricted 978,194 1,244,404 2,222,598 Temporarily restricted 55,473 82, ,453 Permanently restricted 14,413 13,861 28,274 Total net assets 1,048,080 1,341,245 2,389,325 Total liabilities and net assets $ 2,124,002 3,355,708 5,479,710 8 (Continued)

11 The following table presents supplemental pro forma information for the Corporation for the year ended, as if the merger had occurred on January 1, The following supplemental pro forma information is not audited, and is as follows: Change in Change in Change in temporarily permanently Total unrestricted restricted restricted revenue net assets net assets net assets RWJ $ 1,851,619 21, ,294 Barnabas Health 3,238, ,035 (25,089) (396) Total $ 5,089, ,687 (24,768) 4,898 The supplementary information above is presented only for purposes of additional analysis and not as a presentation of financial position and results of operations. This information does not reflect all eliminations and reclassifications as required by generally accepted accounting principles and is not necessarily indicative of what the financial position and results of operations would have been for the consolidated entity had the merger occurred on January 1, (2) Significant Accounting Policies (a) Basis of Accounting of Financial Statement Presentation The consolidated financial statements have been prepared on the accrual basis of accounting and include all affiliates and other entities for which operating control is exercised by the Corporation. Investments in entities where the Corporation does not have operating control are recorded under the equity or cost method of accounting. The Corporation has included its equity share of income or losses from investments in unconsolidated affiliates in other operating revenue. All significant intercompany balances and transactions have been eliminated. (b) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting year. Actual results could differ from those estimates. (c) Cash and Cash Equivalents Cash and cash equivalents include investments in money market funds and highly liquid debt instruments with maturities of three months or less at the time of purchase, excluding assets limited or restricted as to use. The Corporation maintains cash on deposit with major banks and invests in money market securities with multiple financial institutions. The Corporation generally limits the credit exposure to any one financial institution; however, such deposits exceed federally insured limits. 9 (Continued)

12 (d) Patient Accounts Receivable and Patient Service Revenue The Corporation has agreements with third-party payors that provide for payment at amounts different from its established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Management regularly reviews accounts and contracts and provides appropriate contractual allowances and discounts that are netted against patient accounts receivable in the consolidated balance sheet. Patient accounts receivable are further reduced by an allowance for doubtful accounts. The Corporation regularly reviews its past collection history and payment trends for each of its major payor sources of patient service revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. For patient accounts receivable associated with self-pay patients, which includes those patients without insurance coverage and patients with deductibles and copayment balances for which third-party coverage exists for a portion of the bill, the Corporation records a significant provision for bad debts for patients that are unable or unwilling to pay for the portion of the bill representing their financial responsibility. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted. The following table sets forth the components of the change in the allowance for doubtful accounts for the nine months ended : Balance, beginning of period $ 241,132 Provision for bad debts 185,227 Write-offs, net of recoveries (203,585) Balance, end of year $ 222,774 The Corporation grants credit without collateral to its patients, most of whom are local residents and are insured under third-party payor arrangements. The percentages of patient accounts receivables from patients, and third-party payors were as follows: Medicare 18 % Managed Medicare 8 Medicaid 6 Managed Medicaid 11 Blue Cross 17 Commercial and other managed care 31 Self-pay patients and other % 10 (Continued)

13 Patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered, including estimated settlements under payment agreements with third-party payors. Settlement with third-party payors are accrued on an estimated basis in the period in which the related services are rendered and adjusted in future periods as final settlements are determined. The estimated percentages of patient service revenue by inpatient and outpatient services, net of the provision for bad debts, for the nine months ended are as follows: Inpatient services 60 % Outpatient services 40 The following table reflects the estimated percentages of patient service revenue, net of the provision for bad debts, for the nine months ended : Medicare 27 % Managed Medicare 6 Medicaid 4 Managed Medicaid 14 Blue Cross 22 Commercial and other managed care 22 Self-pay patients and other % (e) Supplies Supplies are carried at the lower of cost or market, determined principally on an average cost basis. Supplies, totaling $77,735, are included in other current assets in the consolidated balance sheet at. (f) Assets Limited or Restricted as to Use Assets limited or restricted as to use include assets held by trustees under bond indenture agreements, assets restricted for self-insurance, assets held for supplemental retirement benefits, and assets restricted by donors for specific purposes or endowment. Amounts required to meet current liabilities of the Corporation are classified as current assets. (g) Investments and Investment Income A significant portion of the Corporation s investments are held in an investment portfolio maintained for the benefit of the Corporation and its affiliates and subsidiaries. Investments are classified as trading investments except for certain investments, which are limited or restricted as to use, and are classified as investments available for sale. Investments in equity securities with readily determinable fair values and all investments in debt securities are measured at fair value, based on quoted market prices. 11 (Continued)

14 Donated investments are recorded at their fair value, based on quoted market prices at the date of receipt. Alternative investments (nontraditional, not readily marketable asset classes) within the investment portfolio are structured such that the Corporation holds interests in private investment funds, consisting of hedge funds and private equity funds. These investments are reported at fair value as estimated and reported by general partners, based upon the underlying net asset value of the fund or partnership as a practical expedient. Because of inherent uncertainty in these valuations, those estimated values may significantly differ from the values that would have been used had a ready market for the investments existed, and differences could be material. Investment income and realized gains and losses are recorded as nonoperating revenue. Unrealized gains and losses on trading securities are recorded as nonoperating revenue. Unrealized gains and losses on available for sale investments are included in other changes in net assets. Investment income and realized gains and losses on assets restricted by donors for specific purposes or endowment are included in temporarily restricted net assets. A decline in fair value deemed other than temporary for available for sale investments, results in a reduction in carrying amount and the related loss is included in nonoperating revenue. (h) Property, Plant and Equipment Property, plant, and equipment expenditures are recorded at cost. Donated assets are recorded at fair value at the date of donation. Capitalized leases are recorded at the present value of the future minimum lease payments at the inception of the lease and are included in property, plant, and equipment. Depreciation expense is computed on a straight-line basis using estimated useful lives of the assets ranging from 2 to 40 years. Equipment held under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the related lease term. Such amortization is included in depreciation expense. Gifts of long-lived assets such as land, buildings, or equipment are reported as unrestricted net assets and are excluded from the excess of revenue over expenses in the consolidated statement of operations, unless explicit donor stipulations specify how the donated assets must be used. Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted net assets. Absent explicit stipulations about how long those long-lived assets must be maintained, expirations of donor restrictions are reported when the donated or acquired long-lived assets are placed in service. (i) Deferred Financing Costs Deferred financing costs represent costs incurred to obtain debt-financing arrangements. Amortization of these costs is provided using the effective-interest method over the terms of the applicable indebtedness. During 2016, the Corporation incurred $8,979 of deferred financing costs related to the issuance of Series 2016 and Series 2016A bonds (note 8). 12 (Continued)

15 In connection with the refunding and refinancing that occurred during 2016, $10,168 of unamortized deferred financing costs were written off and are included as a loss on early extinguishment of debt in the accompanying consolidated statement of operations. (j) Donor-Restricted Gifts Unconditional promises to give cash and other assets are reported at fair value at the date the promise is received. The 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, that is, when a stipulated time restriction ends and/or purpose restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the consolidated statement of changes in net assets as net assets released from restrictions. Donor-restricted contributions whose restrictions are met within the same year as received are reported as unrestricted contributions in the accompanying consolidated statement of operations. Pledges receivable represent an unconditional promise to give cash and other assets to the Corporation s Foundations over a period not greater than 20 years. Such amounts are recorded at their present value at the date the promise is received, net of an allowance for uncollectible pledges. Such amounts are included as externally designated or restricted noncurrent assets limited as to use in the consolidated balance sheet. (k) Temporarily and Permanently Restricted Net Assets Temporarily restricted net assets represent funds whose use has been restricted by donors to a specific period or purpose. Permanently restricted net assets represent funds that have been restricted by donors to be maintained in perpetuity. Generally, the donors of these permanently restricted assets permit the use of part of the income earned on related investments for specific purposes. Resources arising from the results of operations or assets set aside by the Board of Trustees are not considered to be donor restricted. Temporarily restricted net assets are available for the following purposes: Healthcare services $ 34,174 Capital purchases 58,731 Health education and other services 24,534 $ 117,439 (l) Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash and cash equivalents, patient accounts receivable, net, estimated amounts due to/from third party payors, net, other current assets, accounts payable, accrued expenses, and other current liabilities approximate fair value. 13 (Continued)

16 (m) Performance Indicator The consolidated statement of operations includes a performance indicator, which is the excess of revenue over expenses. Changes in unrestricted net assets, which are excluded from excess of revenue over expenses, include unrealized gains and losses on investments that are classified as available for sale, changes in pension obligations, capital contributions and other transactions. The Corporation differentiates its ongoing operating activities by providing income from operations as a subperformance indicator. Investment income, net (excluding unrealized gains and losses on available for sale investments), loss on early extinguishment of debt and other transactions, which are not considered to be components of the Corporation s ongoing activities are excluded from income from operations and reported as nonoperating revenue in the consolidated statement of operations. Investment income earned on assets limited as to use under bond indenture agreements are included in other revenue in the consolidated statement of operations. (n) Charity Care The Corporation provides care to patients who meet certain criteria under its charity care policy without charge or at amounts less than its established rates (note 3). Since the Corporation does not pursue collection of amounts determined to qualify as charity care, such amounts are not reported as patient service revenue. (o) Other Revenue Other revenue primarily includes income from physician practice services, grant revenue, pharmacy, cafeteria, parking lot, equity in the income of joint ventures, and investment income on funds held under bond indenture agreements. (p) Income Taxes The Corporation and its affiliates, excluding its for-profit subsidiaries, are not-for-profit corporations and are exempt from federal and state income taxes on related income under existing provisions of the Internal Revenue Code and State of New Jersey statutes. The Corporation s for-profit subsidiaries have recorded various deferred income tax assets and liabilities that reflect temporary differences between the amounts of assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes. These amounts are not material to the consolidated financial position of the Corporation and are included as other assets or other liabilities in the consolidated balance sheet as appropriate. In addition, the provision for income taxes recorded by the Corporation s for-profit subsidiaries is not material to the consolidated results of operations of the Corporation and is included as other expenses in the consolidated statement of operations. Certain for-profit subsidiaries have federal net operating loss carryforwards of approximately $191,146 that expire through 2036 and State of New Jersey net operating loss carryforwards of approximately $137,285 that also expire through At, all deferred tax assets related to these net operating loss carryforwards have been fully reserved due to the uncertainty of realizing the tax benefits associated with these amounts. 14 (Continued)

17 The Corporation does not have any significant uncertain tax positions as of and for the nine months ended. (q) Self-Insurance Under the Corporation s self-insurance programs, claims are recorded based upon actuarial estimation, including both reported and incurred but not reported claims, taking into consideration the severity of incidents and the expected timing of claim payments. (r) Impairment of Long-Lived Assets Management routinely evaluates the carrying value of its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets, or related group of assets, may not be recoverable from estimated undiscounted cash flows generated by the underlying tangible assets. When the carrying value of an asset exceeds its estimated recoverability, an asset impairment charge is recognized for the difference between the fair value and carrying value of the asset. In addition to consideration of impairment upon the events or changes in circumstances described above, management regularly evaluates the remaining useful lives of its long-lived assets. If estimates are changed, the carrying value of affected assets is allocated over the remaining useful lives. In estimating the future cash flows for determining whether an asset is impaired, the Corporation groups its assets at the lowest level for which there are identifiable cash flows independent of other groups of assets. No impairment charge was recorded during the nine months ended. (s) Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of net assets acquired in business combinations. It has an indefinite useful life and is not amortized, but is subjected to impairment tests. The Corporation performs impairment testing at least annually or more frequently if events or circumstances change creating a reasonable possibility that an impairment may exist. No impairment of goodwill was deemed necessary during the nine months ended. At, other assets, net include approximately $5,717 of goodwill. (t) Accounting Pronouncements The Corporation has adopted Accounting Standards Update (ASU) No , Simplifying the Presentation of Debt Issuance Costs (ASU ). ASU is intended to simplify the presentation of debt issuance costs, requiring them to be presented as a direct reduction of long-term debt, similar to the presentation of debt discounts. The guidance is effective for fiscal years beginning after December 15, The Corporation adopted ASU effective January 1, Accordingly, the new presentation requirements have been implemented in the accompanying consolidated balance sheet. ASU No , Disclosure for Investments in Certain Entities That Calculate New Asset Value per Share (or Its Equivalent) (ASU ), is effective for fiscal years beginning after December 15, ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient 15 (Continued)

18 and removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The Corporation adopted ASU effective April 1, In January 2016, ASU No , Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic ) (ASU ) was issued. ASU makes targeted improvements to the accounting for, and presentation and disclosure of, financial instruments. ASU requires that most equity instruments be measured at fair value, with subsequent changes in fair value recognized in net income. ASU does not affect the accounting for investments that would otherwise be consolidated or accounted for under the equity method. The new standard also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This ASU is effective for fiscal years beginning after December 15, Early adoption is permitted and the Corporation has adopted this standard as of April 1, 2016, the effect of which was to eliminate the disclosures of the fair value of its debt instruments. Upcoming Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No , Revenue from Contracts with Customers (Topic 606) (ASU ). This ASU establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity s contracts with customers. Particularly, that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU is effective for fiscal years ending after December 15, The Corporation expects to record a decrease in net patient service revenue and a corresponding decrease in the provision for patient bad debts upon adoption of the standard. In February 2016, the FASB issued ASU No , Leases (ASU ), which will require lessees to recognize most leases on the balance sheet, increasing their reported assets and liabilities sometimes very significantly. This update was developed to provide financial statement users with more information about an entity s leasing activities, and will require changes in processes and internal controls. The adoption of ASU is effective for fiscal years ending after December 15, 2018 and is applied retrospectively in the year of adoption. The Corporation is currently assessing the impact of the adoption of ASU , which is expected to have significant impact on its financial position but limited impact to the results of operations. In August 2016, the FASB issued ASU No , Presentation of Financial Statements for Not-for-Profit Entities (ASU ), which amends the requirements for financial statements and notes in Topic 958, Not-for-Profit Entities (NFP). ASU will have the following impact on the financial statements of NFPs: Reduces the number of net asset classes presented from three to two: with donor restrictions and without donor restrictions; Requires NFPs to present expenses by their functional and their natural classifications in one location in the financial statements; 16 (Continued)

19 Requires NFPs to provide quantitative and qualitative information about management of liquid resources and availability of financial assets to meet cash needs within one year of the balance sheet date; Retains the option to present operating cash flows in the statement of cash flows using either the direct or indirect method; Requires allocation methodology of allocating expenses; and Requires investment expenses to be recorded net against returns, both internal and external. The adoption of ASU is effective for fiscal years ending after December 15, 2017 and is applied retrospectively in the year of adoption. The Corporation does not anticipate that the adoption of this ASU will have a significant impact on its financial position or its results of operations. (3) Charity Care and Community Benefit In accordance with the Corporation s mission and philosophy, the Corporation s hospitals commit substantial resources to both the indigent population and the broader community. The Corporation s charity care policy is to provide care without regard to the patient s ability to pay for services rendered. To the extent that patients do not have the ability to pay, services rendered to those patients are reported as charity care. The Corporation s hospitals and affiliates also provide other benefits through a broad range of community service programs and charitable activities. The amount of charity care, community service programs, and charitable activities, at estimated cost, provided to the indigent population and broader community for the nine months ended is as follows: Cost of charity care and community benefit programs: Net estimated cost of charity care provided, less state subsidy funding $ 48,018 Unpaid cost of public programs, Medicaid, and other means tested programs 150,438 Other programs: Cash and in-kind donations $ 3,829 Education and research 40,597 Subsidized departments 35,999 Other community benefits 8,108 The Corporation s hospitals utilize a cost to charge ratio methodology to convert charity care to cost. The cost to charge ratio is calculated utilizing the Corporation s cost accounting system or filed cost reports. The State of New Jersey s regulations provide for the distribution of funds from a Charity Care Fund, which is intended to partially offset the cost of services provided to the uninsured. For the nine months ended 17 (Continued)

20 , the Corporation s hospitals received distributions from the Charity Care Fund of $47,703, which are included in net patient service revenue. (4) Healthcare Reimbursement System (a) The Corporation records patient service revenue at estimated net realizable value in the period in which services are performed. Patient service revenue consists of amounts charged for services rendered less estimated discounts for contractual and other allowances for patients covered by Medicare, Medicaid, and other health plans and discounts offered to patients under the Corporation s uninsured discount program. The Medicare program currently pays for most services at predetermined rates; however, certain services and specified expenses continue to be reimbursed on a cost basis. The Medicaid program also currently reimburses the Corporation at predetermined rates for inpatient services and on a cost reimbursement methodology for outpatient services. Regulations require annual retroactive settlements for cost-based reimbursement and other payment arrangements through cost reports filed by the Corporation. The Corporation also has entered into payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations. These agreements have retrospective audit clauses, allowing the payor to review and adjust claims subsequent to initial payment. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. As a result, there is a possibility that recorded estimates could change by a material amount. In accounting for Medicare and Medicaid cost report settlements, the Corporation records all third-party receivables and liabilities at their estimated realizable values. Management periodically reviews recorded amounts receivable from, or payable to, third-party payors and adjusts these balances as new information becomes available. In addition, revenue received under certain third-party agreements is subject to audit. During the nine months ended, certain of the Corporation s prior year third-party cost reports were audited and settled, or tentatively settled by third-party payors. Adjustments resulting from such audits, settlements, and management reviews are reflected as adjustments to patient service revenue in the period that the adjustments becomes known. Accordingly, the Corporation evaluated the results of these settlements on its open cost reports. The effect of cost report settlements and other adjustments increased patient service revenue by approximately $44,326 for the nine months ended. Although certain other prior-year cost reports submitted to third-party payors remain subject to audit and retroactive adjustment, management does not expect any material adverse settlements. Medicare cost reports for all years prior to 2013, except for 2011, have been audited and settled. Medicaid cost reports for all years prior to 2014 have been audited and settled for all acute care hospitals. For the pediatric rehabilitation hospital, Medicaid cost reports have been audited by the fiscal intermediary through December 31, 2013, though settlements have not been finalized for years 2009, 2011 and (Continued)

21 The fiscal intermediary may reopen certain years related to specific settlement items in the cost report year. The Corporation has a compliance program to monitor conformity with applicable laws and regulations, but the possibility of future government review and interpretation exists. The Corporation is not aware of any significant pending or threatened investigations involving allegations of potential wrongdoing. (b) The Corporation and others in the healthcare industry are subject to certain inherent risks, including the following: Substantial dependence on revenue derived from reimbursement by the Federal Medicare and State Medicaid programs that have been reduced in recent years and which entail exposure to various healthcare fraud statutes; Government regulations, government budgetary constraints, and proposed legislative and regulatory changes Such inherent risks require the use of certain management estimates in the preparation of the Corporation s consolidated financial statements and it is reasonably possible that a change in such estimates may occur. The Corporation believes that adequate provision has been made in the consolidated financial statements for the matters discussed above and their ultimate resolution will not have a material effect on the consolidated financial statements. (5) Investments and Assets Limited or Restricted as to Use Investments and assets limited or restricted as to use consist of the following: Investments and assets limited or restricted as to use: Cash and cash equivalents and money market funds $ 420,269 U.S. government obligations/municipal bonds 410,161 Corporate bonds 413,852 Certificates of deposit 8,817 Mutual funds 1,174,095 Asset backed securities 79,070 Mortgage-backed securities 52,247 Alternative investments 426,240 Pledges receivable, net 14,026 Other investments 8,885 Accrued interest 5,710 Total investments and assets limited or restricted as to use $ 3,013, (Continued)

22 These amounts are reflected in the accompanying consolidated balance sheet as follows: Current portion: Investments $ 62,450 Assets limited or restricted as to use 137,979 Noncurrent assets limited or restricted as to use 260,984 Investments 2,551,959 $ 3,013,372 Investments and assets limited or restricted as to use are classified as follows: Investments $ 2,614,409 Self-insurance funds 22,194 Donor-restricted funds and pledges receivable, net 141,970 Funds held by bond trustees under bond indenture agreements 175,539 Other limited use funds 59,260 $ 3,013,372 Assets held under bond indenture agreements are maintained for the following purposes: Capital project funds $ 153,204 Interest funds 18,735 Principal funds 3,600 $ 175, (Continued)

23 The Corporation s investment return is as follows: Investment return included in other revenue: Interest and dividend income $ 3,431 Investment return included in nonoperating revenue: Interest and dividend income 30,992 Net realized gains 56,705 Net unrealized gains on trading investments 10,729 98,426 Net change in unrealized losses on available for sale investments (9,156) Restricted investment income and unrealized losses, net 312 Total investment return $ 93,013 The Corporation s investments are exposed to various kinds and levels of risk. Fixed income securities, including fixed income mutual funds, expose the Corporation to interest rate risk, credit risk, and liquidity risk. As interest rates change, the values of many fixed income securities are affected, particularly those with fixed interest rates. Credit risk is the risk that the obligor of the security will not fulfill its obligation. Liquidity risk is affected by the willingness of market participants to buy and sell given securities. Corporate bonds, equity mutual funds, and commercial mortgage-backed securities expose the Corporation to market risk, performance risk, and liquidity risk. Market risk is the risk associated with major movements of the equity markets, both foreign and domestic. Performance risk is the risk associated with a particular fund s operating performance. Liquidity risk, as previously defined, tends to be higher for international funds and small capitalization equity funds. The Corporation has incorporated an Investment Policy Statement (IPS) into its investment program. The IPS, which has been formally adopted by the Board of Trustees, contains standards designed to ensure adequate diversification by asset category and geography. The IPS also limits fixed income investments by credit rating, which serves to further mitigate the risk associated with the investment program. At, management believes that its investment positions are in accordance with guidelines established by the IPS. (6) Fair Value Measurements Accounting Standards Codification (ASC) 820, Fair Value Measurement, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include cash and cash equivalents and debt and equity securities that are traded in an active exchange market. 21 (Continued)

24 Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted market prices that are traded less frequently than exchange-traded instruments. This category generally includes certain U.S. government and agency mortgage-backed debt securities, and corporate bonds. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Corporation currently holds no Level 3 investments. The following tables present the Corporation s fair value hierarchy for those assets measured at fair value on a recurring basis, and exclude pledges receivable, net, other investments, and accrued interest receivable, as of : Fair value Level 1 Level 2 Level 3 Available for sale investments: Investment categories: Cash and cash equivalents and money market funds $ 255, ,875 Equity mutual funds 25,494 25,494 Fixed income mutual funds 13,533 13,533 Certificates of deposit 2,582 2,582 Corporate bonds 1,732 1,732 Other Total available for sale investments 299, ,172 4,314 Trading investments: Investment categories: Cash and cash equivalents and money market funds 164, ,394 Equity mutual funds 696, ,293 Fixed income mutual funds 438, ,775 Certificates of deposit 6,235 6,235 Commercial mortgagebacked securities 52,247 52,247 Corporate bonds 412, ,120 Asset-backed securities 79,070 79, (Continued)

25 Fair value Level 1 Level 2 Level 3 Government bonds $ 195, ,017 Government mortgagebacked securities 151, ,126 Municipal bonds 64,018 64,018 Other Total investments trading 2,260,006 1,300, ,833 Total 2,559,492 $ 1,596, ,240 Investments measured at net asset value (a) 426,240 $ 2,985,732 (a) In accordance with the adoption of ASU , Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), certain investments that were measured at net asset value per share (or its Equivalent), certain investments that were measured at net asset value per share (or its Equivalent) have not been classified in the fair value hierarchy. There were no transfers among Levels 1, 2, and 3 during the nine months ended. There are no financial liabilities reported at fair value. The following discussion describes the valuation methodologies used for financial assets measured at fair value. The techniques utilized in estimating the fair values are affected by the assumptions used, including discount rates and estimates of the amount and timing of future cash flows. Care should be exercised in deriving conclusions about the Corporation s business, its value, or financial position based on the fair value information of financial assets presented. Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial asset, including estimates of timing, amount of expected future cash flows, and the credit standing of the issuer. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. The disclosed fair value may not be realized in the immediate settlement of the financial asset. In addition, the disclosed fair values do not reflect any premium or discount that could result from offering for sale at one time an entire holding of a particular financial asset. Potential taxes and other expenses that would be incurred in an actual sale or settlement are not reflected in amounts disclosed. Fair values for the Corporation s fixed income securities are based on prices provided by its investment managers and its custodian bank. Both the investment managers and the custodian bank use a variety of pricing sources to determine market valuations. Inputs include direct or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive 23 (Continued)