HSHS Organization Chart

Transcription

1 Exhibit B HSHS Organization Chart Hospital Sisters Health System (HSHS) Kiara, Inc. (For Profit) Hospital Sisters Services, Inc. (HSSI) Hospital Sisters of St. Francis Foundation, Inc. Select Subsidiaries: LaSante Wisconsin, Inc. LaSante, Inc. Prairie Cardiovascular Consultants St. Elizabeth s O Fallon, IL St. Joseph s Breese, IL St. Mary s Decatur, IL St. Anthony s Effingham, IL St. Joseph s Chippewa Falls, WI Sacred Heart Eau Clare, WI St. Mary s Green Bay, WI St. Vincent Green Bay, WI St. Joseph s Highland, IL St. Nicholas Sheboygan, WI St. Francis Litchfield, IL St. Clare Memorial Oconto Falls, WI 09/01/2014 St. John s Springfield, IL HSHS Medical Group, Inc. HSHS Holy Family Greenville, IL 05/02/2016 HSHS Medical Group, Inc. Wisconsin HSHS Good Shepherd Shelbyville, IL 01/16/2017 Renaissance Quality Insurance Limited Select Subsidiaries: Hospital Sisters Healthcare West, Inc. Physician Clinical Integration 1 Network (PCIN) Kiara Clinical Integration Network (KCIN) Prairie Education & Research Cooperative (PERC) Accountable Care Organization (ACO) Obligated Group Members

2 The Hospital Affiliates The following is a list of the Hospital Affiliates and the location of the primary facilities separated by Division. Central Illinois Division St. Mary s Hospital, Decatur, of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Mary s-decatur ) St. Francis Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Francis ) St. John s Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as St. John s ) Description of Facility Number of Licensed Beds Number of Staffed Beds Location Acute Decatur Acute, Critical Access Hospital Acute, Heart Institute, and Women s and Children s Hospital Litchfield Springfield HSHS Good Shepherd Shelbyville, Inc. (referred to as Good Shepherd ) Acute Shelbyville Southern Illinois Division St. Elizabeth s Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Elizabeth s ) Acute O Fallon St. Joseph s Hospital, Breese, of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Joseph s-breese ) Acute Breese St. Anthony s Memorial Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Anthony s ) HSHS Holy Family Hospital, Inc. (referred to as Holy Family ) Acute Effingham Acute Greenville St. Joseph s Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Joseph s- Highland ) Acute, Critical Access Hospital Highland Total Illinois 1,128 1,055 2

3 Western Wisconsin Division Description of Facility Number of Approved Beds Number of Staffed Beds Location St. Joseph s Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Joseph s- Chippewa Falls ) Sacred Heart Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as Sacred Heart ) Acute Chippewa Falls Acute Eau Claire Eastern Wisconsin Division St. Mary s Hospital Medical Center of Green Bay, Inc. (referred to as St. Mary s-green Bay ) Acute Green Bay St. Vincent Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Vincent ) Acute Green Bay St. Clare Memorial Hospital, Inc. (referred to as St. Clare ) Acute Oconto Falls St. Nicholas Hospital of the Hospital Sisters of the Third Order of St. Francis (referred to as St. Nicholas ) Acute Sheboygan Total Wisconsin 1, The Corporation and each of the Hospital Affiliates are exempt from federal income taxation under Section 501(a) of the Code, as organizations described in Section 501(c)(3) of the Code, and are not private foundations within the meaning of Section 509(a) of the Code. Bed Complement THE HOSPITAL FACILITIES The Hospital Facilities located in Illinois had an aggregate of 1,128 licensed beds and 1,055 staffed beds as of June 30, The Hospital Facilities located in Wisconsin had an aggregate of 1,422 approved beds and 745 staffed beds as of June 30, Summary of Certain Operating Statistics of the Obligated Group and Financial Data of HSHS The following tables set forth certain operating statistics for the Obligated Group and financial information for HSHS for the fiscal years ended June 30, 2018, 2017, and The financial data was derived from the audited consolidated financial statements of HSHS for the fiscal years ended June 30, 2018, 2017 and For more detailed information regarding the financial results of HSHS, see the information under the caption Condensed Consolidated Summary Statements of Operations of HSHS herein and the audited consolidated statements of operations of HSHS for the fiscal years ended June 30, 2017 and 2018 attached as Exhibit A. 3

4 Summary of Certain Operating Statistics of the Obligated Group Fiscal Year Ended June 30 Number of Licensed/Approved Beds 2,550 2,744 2,672 Number of Staffed Beds 1,800 1,831 1,844 Admissions 74,452 75,287 75,225 Average Length of Stay Average Daily Census Patient Days 328, , ,609 Outpatient Registrations 1,438,267 1,508,641 1,529,339 Total Patients 1,766,913 1,838,255 1,866,948 Inpatient Surgical Cases 15,948 17,119 17,683 Outpatient Surgical Cases 46,349 48,399 48,915 Total Surgeries 62,297 65,518 66,598 Emergency Room Visits 303, , ,230 Summary of Certain Consolidated Financial Data of HSHS Fiscal Year Ended June 30 (dollars in thousands) Net Patient Service Revenues less Provision for Uncollectible Accounts $2,311,607 $2,282,315 $2,196,302 Income (Loss) from Operations $ 39,874 $ 66,581 $ (230,953) Revenues and Gains in Excess (Deficient) of Expenses and Losses $ 160,664 $ 259,151 $ (342,361) Utilization Statistics The following tables provide selected utilization statistics for the System Divisions. Medicare Case mix refers to the acuity of patients treated by a hospital using the Medicare inpatient classification system that uses Diagnostic Related Groups (DRG s) to determine payment. Higher acuity is reflected by increased DRG weighting and payment under the DRG payment model. Illinois Hospitals Central Illinois Division Fiscal Year Ended June 30 Admissions 27,950 27,214 27,795 Average Length of Stay: St. John s Springfield St. Francis Litchfield St. Mary s Decatur Good Shepherd Shelbyville N/A Average Daily Census Patient Days 137, , ,426 Outpatient Registrations 456, , ,109 4

5 Total Patients 594, , ,535 Inpatient Surgical Cases 5,896 5,895 6,301 Outpatient Surgical Cases 14,948 16,148 16,070 Total Surgical Cases 20,844 22,043 22,371 Emergency Room Visits 110, , ,814 Medicare Case Mix: St. John s Springfield St. Francis Litchfield St. Mary s Decatur Good Shepherd Shelbyville N/A Southern Illinois Division Fiscal Year Ended June 30 Admissions 16,647 17,020 16,596 Average Length of Stay: St. Elizabeth s O Fallon St. Joseph s Breese St. Anthony s Effingham Holy Family Greenville St. Joseph s Highland Average Daily Census Patient Days 64,360 64,555 60,856 Outpatient Registrations 500, , ,435 Total Patients 564, , ,291 Inpatient Surgical Cases 3,305 3,686 3,561 Outpatient Surgical Cases 10,532 11,781 11,584 Total Surgical Cases 13,837 15,467 15,145 Emergency Room Visits 77,432 80,891 82,099 Medicare Case Mix: St. Elizabeth s O Fallon St. Joseph s Breese St. Anthony s Effingham Holy Family Greenville N/A St. Joseph s Highland Wisconsin Hospitals Eastern Wisconsin Division Fiscal Year Ended June 30 Admissions 17,806 18,715 18,205 Average Length of Stay: St. Clare Oconto Falls St. Mary s Green Bay St. Vincent Green Bay St. Nicholas Sheboygan Average Daily Census Patient Days 70,945 74,460 73,102 Outpatient Registrations 346, , ,294 Total Patients 417, , ,396 5

6 Inpatient Surgical Cases 4,103 4,732 4,720 Outpatient Surgical Cases 16,739 16,339 17,081 Total Surgical Cases 20,842 21,071 21,801 Emergency Room Visits 78,639 84,307 86,289 Medicare Case Mix: St. Clare Oconto Falls St. Mary s Green Bay St. Vincent Green Bay St. Nicholas Sheboygan Western Wisconsin Division Fiscal Year Ended June 30 Admissions 12,049 12,045 12,629 Average Length of Stay: St. Joseph s Chippewa Falls Sacred Heart Eau Claire Average Daily Census Patient Days 55,397 54,618 59,225 Outpatient Registrations 134, , ,501 Total Patients 189, , ,726 Inpatient Surgical Cases 2,644 2,806 3,101 Outpatient Surgical Cases 4,130 4,131 4,180 Total Surgical Cases 6,774 6,937 7,281 Emergency Room Visits 36,715 34,516 31,028 Medicare Case Mix St. Joseph s Chippewa Falls Sacred Heart Eau Claire Inpatient Market Share The tables below reflect the total inpatient market share by discharge for the three largest Obligated Group Member s markets and those of the entities that are its main competitors in each respective market. The information includes both the primary service area (PSA) and secondary service area (SSA). In Illinois, the market share for 2018 represents the first three quarters of HSHS fiscal year. In Wisconsin, the market share for 2018 represents the first three quarters of HSHS fiscal year. Sacred Heart Eau Claire (PSA/SSA) 2018 (9 months) Sacred Heart-Eau Claire/St. Joseph s-chippewa Falls 40.4% 40.7% 42.1% Mayo Clinic-Eau Claire 38.0% 37.6% 36.9% Other 21.6% 21.7% 21.0% 6

7 St. John s Hospital- Springfield (PSA/SSA) 2018 (9 months) St. John s-springfield/ St. Mary s-decatur/ 32.3% 33.1% 33.6% St. Francis-Litchfield Memorial Springfield 35.9% 35.4% 36.1% Others 31.8% 31.5% 30.3% St. Mary s Hospital- Green Bay (PSA/SSA) St. Vincent Hospital- Green Bay (PSA/SSA) 2018 (9 months) St. Vincent-Green Bay/ St. Mary s-green Bay 37.2% 38.1% 38.8% Bellin Hospital 17.9% 19.8% 19.9% Others 44.9% 42.1% 41.3% (1) Source: Illinois Hospitals IHA Compdata, DataBay Wisconsin Hospitals- WHA, DataBay 2018 SELECTED OPERATIONAL, STATISTICAL AND FINANCIAL INFORMATION The selected consolidated summary financial information of HSHS as of June 30, 2018, 2017 and 2016 are presented below under the sub-captions Condensed Consolidated Balance Sheet of Hospital Sisters Health System and Condensed Consolidated Summary Statements of Operations of the Hospital Sisters Health System was derived from, and should be read in conjunction with, the audited consolidated financial statements of HSHS as of and for the fiscal years then ended. The audited consolidated financial statements of Hospital Sisters Health System as of and for the fiscal years ended June 30, 2017 and 2018 are attached as Exhibit A. See footnote (2) to such audited consolidated financial statements for a summary of HSHS significant accounting policies. The selected summary financial information of HSHS for the fiscal year ended June 30, 2018, which is presented below under the sub-captions Summary of Certain Operating and Financial Data and Condensed Consolidated Summary Statements of Operations of Hospital Sisters Health System was derived from the consolidated financial statements of HSHS as of June 30, Unless otherwise noted herein, financial information as and for fiscal years 2018, 2017, and 2016 refers to the consolidated financial statements of HSHS, of which the Obligated Group is a part. As noted here, HSHS is not a Member of the Obligated Group. Unless otherwise noted herein, operational information is limited to the operations of the Obligated Group. Condensed Consolidated Balance Sheet of Hospital Sisters Health System The following table presents the condensed consolidated summary balance sheet of HSHS as of June 30, 2018, 2017 and This table should be read in conjunction with the audited consolidated financial statements of Hospital Sisters Health System for the fiscal years ended June 30, 2018 and 2017 attached as Exhibit A. 7

8 As of June 30, (Dollars in thousands) Current assets: Cash and cash equivalents $128,198 $112,810 $94,407 Patient receivables and other, net 417, , ,245 Current portion of assets whose use is limited or restricted 303, , ,763 Other current assets 77,692 77,636 70,992 Total current assets 926, , ,407 Assets whose use is limited or restricted, net of current portion 1,536,881 1,613,977 1,626,726 Property, plant, and equipment, net 1,492,701 1,410,180 1,342,416 Other assets 100,348 97,809 65,919 Total assets $4,056,093 $4,096,968 $3,883,468 Current liabilities: Liabilities and Net Assets Current installments of long-term debt $250,346 $250,472 $184,467 Accounts payable/accrued liabilities 381, , ,754 Total current liabilities 631, , ,221 Long-term debt, excluding current installments 488, , ,477 Accrued benefit liability 192, , ,273 Other noncurrent liabilities 158, , ,903 Total liabilities 1,470,465 1,675,684 1,730,874 Net assets: Unrestricted 2,519,588 2,353,270 2,093,726 Temporarily restricted 37,669 40,145 31,432 Permanently restricted 28,371 27,869 27,436 Total net assets 2,585,628 2,421,284 2,152,594 $4,056,093 $4,096,968 $3,883,468 Additional Information Pertaining to the Condensed Consolidated Summary Statements of Operations of Hospital Sisters Health System On July 1, 2015, Hospital Sisters Health System ( HSHS ) changed its methodology for calculating and reporting pension expense. The new accounting methodology, referred to as mark-to-market (MTM), immediately recognizes actuarial gains and losses as a separate component of net periodic pension costs as of the financial reporting date. Prior methodology smoothed the effects of actuarially determined gains and losses over future periods. HSHS has made this change to improve transparency of its underlying operational performance by immediate recognition of the effects of investment performance and interest rates which historically have caused high volatility in the conventional calculation of pension expense. Effective with the change, and reported in the accompanying financial statements, pension expense is reported in two elements: 1) Pension expense, excluding mark-to-market adjustment comprised of service cost, interest cost, assumed returns on plan assets and recognition of prior service cost 2) Pension expense, mark-to-market accounting adjustment is the non-cash gains and losses resulting from change in the discount rates and/or the difference between actual experience and assumed experience including the return on plan assets. Following is a table that shows adjusted income from operations with non-cash items associated with the change in pension reporting and the accelerated write-down of the St. Elizabeth s-belleville campus: 8

9 Summary of Margin Analysis Net of Pension Mark-to-Market (MTM) and Accelerated Depreciation Income(loss) from operations $39,874 $66,581 Adjustments to operating income Pension expense, mark-to-market adjustment (48,915) (59,761) Accelerated depreciation Belleville campus 9,076 7,479 Adjusted income from operations 35 14,299 Adjusted margin % 0.0% 0.6% Adjusted operating EBIDA 168, ,671 Adjusted operating EBIDA % 7.0% 7.6% 9

10 Condensed Consolidated Summary Statements of Operations of Hospital Sisters Health System The following table presents condensed consolidated summary statements of operations of HSHS for the fiscal years ended June 30, 2018 and 2017 as derived from the audited consolidated financial statements of HSHS for such fiscal years. This table should be read in conjunction with the audited consolidated financial statements of Hospital Sisters Health System for the fiscal years ended June 30, 2018 and 2017 appearing in EXHIBIT A. Fiscal Year Ended June 30, (Dollars in thousands) Net patient service revenues $2,360,764 $2,323,186 $2,227,721 REVENUES Provision for uncollectible accounts (49,157) (40,871) (31,419) Net patient service revenue less provision for uncollectible accounts 2,311,607 2,282,315 2,196,302 Other revenues 99,654 82,227 81,327 Total revenues 2,411,261 2,364,542 2,277,629 EXPENSES Salaries, wages, and benefits 1,069,477 1,061,903 1,037,593 Pension expense excluding mark-to-market adjustment (1) 7,667 23,359 32,350 Pension expense, mark-to-market adjustment (48,915) (59,761) 257,203 Supplies, professional fees and other 1,166,044 1,098,609 1,010,455 Depreciation and amortization 163, , ,050 Interest 13,504 11,213 11,931 Total expenses 2,371,387 2,297,961 2,508,582 Income (loss)from operations 39,874 66,581 (230,953) Nonoperating gains (losses), net (2) 120, ,570 (111,408) Revenues and gains in excess (deficient) of expenses and losses $160,664 $259,151 $(342,361) (1) In July 2015, Hospital Sisters Health System changed its methodology for calculating pension expense. The new accounting methodology, referred to as mark-to-market ( MTM ), immediately recognizes actuarial gains and losses. The MTM valuation adjustment reflected during fiscal years 2018 and 2017 is $(48.9) million and $(59.7) million respectively. (2) Included in nonoperating gains/(losses) are St. Mary s Streator ( SMS ) discontinued operations for fiscal years 2017 and 2016 of $2.9 million and ($55.2) million respectively. SMS ceased operations on January 4, The prior fiscal years have not been restated. 10

11 Obligated Group Relative to HSHS The consolidated financial information of HSHS includes the accounts and activities of the Obligated Group. Shown in the table below is the Obligated Group s portion relative to HSHS of various balance sheet and revenue indicators as of and for the fiscal years ended June 30, 2018, 2017 and 2016, as derived from the audited consolidated financial statements of HSHS for such fiscal years. This table should be read in conjunction with the audited consolidated financial statements of Hospital Sisters Health System as of and for fiscal years June 30, 2017 and 2018 attached as Exhibit A. Fiscal Year Ended June 30, Obligated Group as a Percentage of HSHS Total Revenue 92.6% 93.0% 91.1% Revenues and Gains in Excess of Expenses and loss 115.6% 105.7% 69.8% Unrestricted Cash and Investments 114.9% 109.8% 107.0% Total Assets 95.8% 94.1% 92.1% Significant Third Party Reimbursement Programs The Obligated Group derives a substantial portion of its operating revenues from federal and state programs and insurance plans (e.g., Blue Cross) that pay for all or a portion of the health care services provided to a patient. As a consequence, the operating revenues of the Obligated Group depend to a great extent upon the availability and level of reimbursement or payment under such programs and plans. The following table sets forth the percentages of net patient revenues for the Obligated Group applicable to each of the different programs and plans as of and for the fiscal years ended June 30, 2018, 2017 and Fiscal Year Ended June 30, Medicare 49.0% 48.0% 47.0% Medicaid 16.0% 17.0% 18.0% Blue Cross/Managed Care (1) 31.0% 32.0% 32.0% Commercial/Other 4.0% 3.0% 3.0% Total 100.0% 100.0% 100.0% (1) Includes health maintenance organizations and preferred provider organizations. 11

12 Coverage of Historical Maximum Annual Debt Service Requirements The table below sets forth the coverage by HSHS of the Historical Maximum Annual Debt Service Requirements on indebtedness for fiscal years 2018, 2017 and As of and for the Fiscal Year Ended June 30, (Dollars in thousands) Revenues and gains in excess (deficient) of expenses and losses $160,664 $259,151 $(342,361) Change in unrealized gains and losses included in investment returns (47,610) (64,832) 83,169 Change in fair value of interest rate swaps (13,379) (23,361) 22,533 Plus: Depreciation and amortization 163, , ,050 Plus: Interest Expense 13,504 11,213 11,931 Plus: Mark to Market Pension Adjustment (48,915) (59,761) 257,203 Plus: Mark to Market Adj. Discontinued operations ,113 Plus: Depr., Amort. and Interest Expense for Discontinued operations ,179 Income Available for Debt Service $227,874 $285,048 $232,817 Historical Maximum Annual Debt Service Requirement (1)(2) Historical Maximum Annual Debt Service Coverage Ratio 45,884 44,560 39, (1) The assumptions used in calcuclating the debt service requirement are different than the assumptions which will be made by the Obligated Group in making certain calculations pursuant to the Master Indenture. (2) Excludes capitalized lease payments, and indebtedness that is not secured by an Obligation. Outstanding Indebtedness of the Obligated Group As of June 30, 2018, Obligations in the aggregate principal amount of $688.2 million were outstanding under the Master Indenture. The Obligated Group also issued an Obligation to secure the obligations of the Corporation under the Limited Guaranty Agreement dated as of November 26, 2012 delivered by the Corporation to US Bank National Association, related to the sums owed by Prevea Clinic pursuant to the Prevea Clinic notes and Prevea Clinic Bank Agreement (as such terms are defined in the Second Supplemental Master Trust Indenture dated as of November 1, 2012, among the Obligated Group and the Master Trustee). No amounts have been paid or accrued for the guarantee as of June 30, See Note 15 appearing in Exhibit A. The Obligated Group has issued an Obligation to secure the obligation of the Corporation under the Guaranty Agreement dated June 26, 2014 delivered by the Corporation to JPMorgan Chase Bank, N.A., related to the sums owed by Touchette Regional Hospital, Inc. in the amount of $10.0 million. No amounts have been paid or accrued for the guarantee as of June 30, See Note 19 appearing in Exhibit A. In addition, the Obligated Group has incurred long-term debt not secured by Obligations outstanding as of June 30, 2018 in the principal amount of $13.3 million. 12

13 Historical Capitalization The table below sets forth the Historical Capitalization of HSHS on indebtedness as of and for fiscal years 2018, 2017 and For Fiscal Year Ended June 30, Current and Long-Term Debt $ 738,547 $ 772,586 $ 670,906 Unrestricted Net Assets 2,519,588 2,353,270 2,093,726 Total Capitalization $3,258,135 $3,125,856 $2,764,632 Percent of Current and Long- Term Debt to Capitalization 22.7% 24.7% 24.3% Liquidity and Investments Current Self-Liquidity Obligations. $220.2 million, in aggregate principal amount of revenue bonds are subject to optional or mandatory tender or not otherwise secured by a dedicated liquidity facility. The obligations of HSSI to pay debt service, including purchase price, on these revenue bonds are secured by Obligations issued under the Master Indenture. Pursuant to the Obligations issued to secure these revenue bonds, HSSI is also obligated to provide funds for the purchase of these revenue bonds that are tendered for purchase and not remarketed. The sources of liquidity for such debt service and purchase obligations are described below. Presently, HSSI has no external liquidity facilities or commercial paper programs available designated to such debt service and purchase price. HSSI does not have any specific groups or pools of assets set aside or otherwise dedicated to such payments. Sources of Self-Liquidity. Policy and procedures have been established by HSSI to provide self- liquidity for a portion of outstanding variable rate bonds totaling $220.2 million. HSSI has identified and documented available sources of same-day and next-day liquidity, contact information for HSSI officials responsible for activating procedures to provide sufficient cash, and enumerated specific procedures (and the timing for such) to be followed in the event of a failed remarketing. The following table represents the internal funding sources available for same day, next day and up to three day liquidity as of June 30, As of June 30, 2018 (Dollars in thousands) (1) Same Day Settlement $420,366 Next Day Settlement 511,756 Line of Credit 0 Three Day Settlement 708,411 Total Available for Internal Funding $1,640,533 (1) Includes mutual funds, cash and cash equivalents, and debt securities. 13

14 Investment Policy HSHS has an Investment Subcommittee comprised of individuals experienced in investments and individuals who serve on the Board of Directors. The Subcommittee, management, and the investment consultant develop investment policies, recommends asset allocation and investment manager changes, monitors and reviews investment performance, risk, and adherence to investment guidelines. The Board of Directors approves the investment policy statement. The current asset allocation for investments is summarized in the table below: (Dollars in thousands) Cash 0.5% $9,479 All Cap Equity 6.0% 100,057 Large Cap Equity 11.7% 196,487 Small/Mid Cap Equity 4.4% 73,803 Foreign Equity 16.8% 281,202 Emerging Market Equity 4.5% 74,826 Fixed Income 24.2% 405,796 Hedge Funds 24.3% 406,351 Real Estate 7.5% 125,757 Private Equity 0.1% 1,303 Total 100.0% $1,675,061 To achieve the objectives of the investment policy, HSHS seeks to engage the best investment managers for the respective sub-class. HSHS currently engages 11 equity managers 6 international equity managers 5 fixed income managers, 2 custom hedge fund of fund managers, 2 real estate managers, and 1 private equity manager. Cash and Board Designated Funds The following table presents the operating cash, board designated funds for capital improvements (funded depreciation) and other board-designated funds (referred to as liquid funds) of HSHS as of and for June 30, 2018, 2017 and Excluded from HSHS liquid funds for this purpose are temporarily or permanently restricted assets, trustee-held bond funds, and self-insurance trusts. The table also presents HSHS days cash on hand ratio as of and for the fiscal years ended June 30, 2018, 2017 and The days cash on hand ratio for each such period is calculated by dividing such liquid funds, as shown on the audited consolidated financial statements of HSHS for such period, by the amount determined by dividing (i) the expenses of HSHS (excluding depreciation and amortization), as shown on such audited consolidated financial statements for such fiscal year, by (ii) 365/366. Fiscal Year Ended June 30, (Dollars in thousands) Cash and cash equivalents $ 128,198 $ 112,810 $94,407 Board-designated funds for capital improvements 1,538,550 1,566,533 1,599,294 Total $1,666,748 $1,679,343 $1,693,701 Cash Expenses per day (1) $ 6,049 $ 5,850 $ 5,717 Days cash on hand ratio

15 Sources of Investment Income Investment income is a significant source of additional revenue for the Obligated Group, and is included in both operating revenue a portion of which is included in other (non-operating) income. Investment return for HSHS for the fiscal years ended 2018, 2017 and 2016 is summarized in the table below. The System s ability to generate investment income and realized gains on investments is dependent in large measure on market conditions. The market value of HSHS centralized investment portfolio, as well as the HSHS investment income, has fluctuated significantly in the past and may continue to fluctuate in the future. Investments are recorded at market value, with changes in market value recorded as investment income (losses) and included, together with realized investment income (losses), in revenues and gains in excess (deficient) of expenses. Given the size of its centralized investment program, the Obligated Group anticipates that changes in levels of realized and unrealized returns on its investment portfolio are likely to continue to have a significant impact on the Obligated Group s revenues and gains in excess (deficient) of expenses. Investment return: Interest and dividend income Fiscal Year Ended June 30, (Dollars in thousands) $23,805 $18,795 $19,366 Net realized gains (losses) on sale of investments 37,040 65,425 29,146 Change in net unrealized gains and losses 47,610 64,832 (83,169) Total investment return $108,455 $149,052 $(34,657) Interest Rate Payment Exchange Transactions ( swaps ) The Corporation periodically utilizes various financial instruments (e.g. options, caps, and swaps) to hedge interest rate and other exposures in its investment portfolios. As of June 30, 2018, the Corporation is involved in four swaps with Merrill Lynch Capital Services, Inc., as counterparty (the Counterparty ), and Total Return Swap (TRS) with JPMorgan Chase Bank, N.A. The Corporation records its swaps at fair market value on its consolidated balance sheet and records the changes in fair market value for the swaps in the changes in non-operating gains-investment income in the consolidated statement of operations and changes in net assets. The total notional amount of swaps outstanding at June 30, 2018 is $443.5 million, and the transactions have a negative fair market value of $34.1 million. There were no collateral postings by either party as of June 30, If the Counterparty or the Corporation terminates the existing swaps when such swaps have a negative valuation, the Corporation may be required to make a termination payment to the Counterparty, which termination payment may be on a parity with all other payment obligations required by the Obligated Group under the Master Indenture, and such payment could be material. Sources of Non-Operating Income (Losses) Investment income is a significant source of additional revenue for the Obligated Group, a portion of which is included in operating revenue and a portion of which is included in other (non-operating) income. Investment return and the change in fair value interest swaps for HSHS for the fiscal years ended June 30, 2018, 2017, and 2016 is summarized in the table below. See BONDHOLDERS RISKS Impact of Investment Performance. 15

16 Fiscal Year Ended June 30, (Dollars in Thousands) Investment Return Change in fair value of interest SWAPS Interest and dividend income Net realized gains (losses) on sale of investments Change in net unrealized gains and losses $13,379 $23,361 ($22,533) 23,805 18,795 19,366 37,040 65,425 29,146 47,610 64,832 (83,169) Total investment return $121,834 $172,413 $(57,190) Other (1,044) 20,157 (54,218) Total Non-Operating Income (losses) $120,790 $192,570 $(111,408) The System s ability to generate investment income and realized gains on investments is dependent in large measure on market conditions. The market value of HSHS centralized investment portfolio, as well as HSHS investment income, has fluctuated significantly in the past and may continue to fluctuate in the future. Investments are recorded at market value, with changes in market value recorded as investment income (losses) and included, together with realized investment income (losses), in revenues and gains in excess (deficient) of expenses. Given the size of its centralized investment program, the Obligated Group anticipates that changes in levels of realized and unrealized returns on its investment portfolio are likely to continue to have a significant impact on the Obligated Group s revenues and gains in excess (deficient) of expenses. CERTAIN INFORMATION REGARDING OUTSTANDING SWAPS (Dollars in thousands) Notional Amount Maturity $150,000 3-May-33 SIFMA $41, Mar $100, Mar $76, Mar $75,000 At any time after 23-Dec-17 HSHS Pays HSHS Receives Guarantor 67% of one month LIBOR + 48 bps 67% of one month LIBOR 67% of one month LIBOR 86.1% of three month LIBOR SIFMA + spread Merrill Lynch Capital Services MLDP Guarantee Merrill Lynch Capital Services MLDP Guarantee Merrill Lynch Capital Services MLDP Guarantee Merrill Lynch Capital Services JPMorgan Chase Bank, N.A. Fair Market Value at June 30, 2018 $2,132 ($7,033) ($17,134) ($12,492) $0 Management s Discussion and Analysis of Financial Performance The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make assumptions, estimates, and judgments that affect the amounts reported in the financial statements. The System considers critical accounting policies to be those that require significant judgment and estimates in the preparation of its financial statements, including the following: recognition 16

17 of net patient service revenue, reserve for losses and expenses related to health care professional and general liability risks, and risks and assumptions for measurement of pension liabilities. The System s management relies on historical experience and on other assumptions believed to be reasonable under the circumstances in making its judgment and estimates. Actual results could differ from those estimates. Historical Performance: As of June 30, 2018 Operating Results. For the twelve-month period ending June 30, 2018 and 2017, HSHS income from operations was $39.9 million and $66.6 million, respectively. This produced an operating margin percentage of 1.7% and 2.8% for fiscal year 2018 and 2017, respectively. The significant contributor to the operating margin gains relates to the mark-to-market (MTM) valuation adjustment for fiscal year 2018 and 2017 of $48.9 million and $59.8 million, respectively. On July 1, 2015, HSHS changed its methodology for calculating and reporting pension expense. The new accounting methodology, referred to as MTM, immediately recognizes actuarial gains and losses as a separate component of net periodic pension. Prior methodology smoothed the effects of actuarially determined gains and losses over future periods. The results from operations for fiscal 2018 and 2017 excluding the MTM adjustment is $(9.0) million and $6.8 million, or a (0.40%) and 0.30% operating margin, respectively. Total revenues increased $46.7 million or 2.0% during this period. This is a normal revenue progression considering price increases over the prior year. Total operating expenses for the twelve-month period ending June 30, 2018 and 2017 of $2.4 billion and $2.3 billion, respectively, increased $73.4 million or 3.2% compared to the June 30, 2017 operating expenses. Salaries and benefits decreased slightly by $8.1million or (0.7%), with the largest contributor to the decrease relating to the MTM adjustment. This improved by $317.0 million or 93.0% over fiscal year Salaries, wages, and benefits were a lower percentage of total expense during this period (44.5% in 2018 and 49.8% in 2017, respectively). Supplies, professional fees, and other increased $88.1 million or 8.7%. Depreciation and amortization have increased $3.6 million or 2.2% with the addition of Good Shepherd and Holy Family. During fiscal year 2017, construction continued on a new $300.0 million project for the HSHS replacement hospital, located in O Fallon, Illinois. This will allow the hospital to offer more accessible care, which is critical to providing life-saving/sustaining services for the entire region. This new facility will meet inpatient and outpatient needs for future generations. Since this new facility will replace an existing facility, HSHS accelerated the depreciation related to St. Elizabeth s Belleville campus for $9.1 million in fiscal year 2018 and $7.5 million in fiscal year Non-operating gains (losses). For the twelve months ending June 30, 2018 and 2017, non-operating gains (losses) improved by $304.9 million from a loss of ($111.4) million in fiscal year 2017 to a gain of $192.6 million in fiscal year This increase primarily relates to the favorable financial markets and the discontinued operations of St. Mary s Hospital-Streator. HSHS recognized $65.4 million and $29.1 million in realized gains on the sale of investments for fiscal year 2018 and 2017, respectively. The HSHS interest rate swaps negative mark-to-market have decreased during the twelve-month period ending June 30, 2017, with HSHS recording $23.4 million as the net unrealized gain and periodic settlements on the interest rate swap contracts compared to a net realized loss of $(22.5) million for fiscal year HSHS recorded $64.8 million and $(83.2) million in unrealized investment gains/(losses) for fiscal year 2017 and 2016, respectively. On January 4, 2016 St. Mary s Hospital-Streator submitted a Certificate of Exemption application to the Health Facilities and Services Review Board for the State of Illinois to discontinue services, which was approved. The activity related to the discontinued services is reported as nonoperating gain/(loss) of $2.9 million and $(55.2) million for the fiscal year 2017 and 2016, respectively. Revenue and gains in excess (deficient) of expenses and losses. Revenue and gains in excess (deficient) of expenses and losses for the twelve-month period ending June 30, 2018, were $160.7 million and $259.2 million for June 30, Historical Performance: Consolidated Balance Sheets ( ) The System s cash and investments decreased by $76.2 million, or 3.7% at June 30, 2018 to $1.9 billion compared to the balance of $2.0 billion at June 30, At June 30, 2018 $1.5 billion funds are available for capital improvements; $158.1 million in funds held under indenture; $192.4 million of assets held for estimated self-insurance liabilities; and $113.9 million of other restricted investments. In fiscal year 2017, HSHS used $113 million in cash and investments to construct a new hospital facility in O Fallon, Illinois and to purchase a 40% minority interest in Door County Medical Center in Wisconsin. Patient Accounts Receivable and other. Patient accounts receivable and other have decreased $9.9 million or 10.7% from $431,245 at June 30, 2017 to $544.6 million at June 30, Net days in accounts receivable decreased 17

18 from 68 days at June 30, 2017 to 59 days as of June 30, A portion of this decrease is due to the payments from the State of Illinois for both its employees and Medicaid. Change in Net Assets. Unrestricted net assets increased $166.3 million from $2.0 billion at June 30, 2017 to $2.5 billion at June 30, These changes reflect the total operating performance of HSHS over this historical period. The accrued benefit liability decreased $154.7 million from $514.3 million at June 30, 2017 to $192.1 million at June 30, The improved funded status is the result of a higher discount rate used to determine the projected benefit obligation and the strong investment performance of the plan assets. Historical Performance: Consolidated Statements of Operations ( ) A summary of the operating components of the gain (loss) from discontinued operations for SMS for the years ended June 30, 2018 and 2017 is as follows: Revenue $-0- $-0- Expenses $-0- $(2,933) Gain (loss) from discontinued operations $-0- $(2,933) 18

19 EXHIBIT C NAME AND CUSIP NUMBERS OF BONDS Name of Issuer Obligated Person(s) Southwestern Illinois Development Authority Hospital Sisters Services, Inc. and the Members of the Obligated Group Name of Bond Issue(s): Southwestern Illinois Development Authority Health Facility Revenue Bonds, Series 2016 (Hospital Sisters Services, Inc. Obligated Group) Date of Bond Issue(s): December 1, 2016 Date of Official Statement: December 22, 2016 CUSIP Number: 84553AAJ1 Date of Issue: February 1, 2017 Date of Official Statement: January 18, 2017 Southwestern Illinois Development Authority Hospital Sisters Services, Inc. and the Members of the Obligated Group Southwestern Illinois Development Authority Health Facility Revenue Bonds, Series 2017A (Hospital Sisters Services, Inc. Obligated Group) CUSIP Number: Series 2017A Bonds 84553AAK AAL AAM AAN2 Date of Bond Issue: February 1, 2017 Date of Official Statement: January 26, 2017 CUSIP Number: Series 2017B Bonds 84553AAP7 Wisconsin Health and Educational Facilities Authority and Illinois Finance Authority Hospital Sister Services, Inc. and the Members of the Obligated Group Wisconsin Health and Educational Facilities Authority Revenue Refunding Bonds, Series 2014A (Hospital Sister Services, Inc. Obligated Group) Date of Issue: November 1, 2014

20 Date of Official Statement: November 5, 2014 CUSIP Number: 97712DHC DHD DHE DHF DHG DHH DHJ DHK DHL DHM DHN9 Date of Bond Issue: October 1, 2012 Date of Official Statement : September 13, 2012 Wisconsin Health and Educational Authority Revenue Refunding Bonds, Series 2012B (Hospital Sisters Services, Inc. Obligated Group) CUSIP Number: 97710B4J B4K B4L B4L3 Illinois Finance Authority Date of Bond Issue: October 1, 2012 Hospital Sisters Services, Inc. and the Members of the Obligated Group Illinois Finance Authority Revenue Bonds, Series 2012A (Private Placement) (Hospital Sisters Services, Inc. Obligated Group) Date of Official Statement: CUSIP Number: N/A N/A Illinois Finance Authority Revenue Bonds, Series 2012C Date of Bond Issue: October 1, 2012 Date of Official Statement : September 13, 2012 CUSIP Number: Series 2012C Bonds 45203HLP HLQ HLR HLS9 Date of Bond Issue: October 1, 2012 Date of Official Statement: September 21, 2012

21 CUSIP Number: Series 2012G 45203HMB5 Date of Bond Issue: October 1, 2012 Date of Official Statement: September 12, 2012 CUSIP Number: Series 2012H Series 2012I Bonds Bonds 45203HLX HLY6