Fairview Health Services Years Ended December 31, 2016, 2015, and 2014 With Report of Independent Auditors

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1 C ONSOLIDATED F INANCIAL S TATEMENTS Fairview Health Services Years Ended December 31, 2016, 2015, and 2014 With Report of Independent Auditors Ernst & Young LLP

2 Consolidated Financial Statements Years Ended December 31, 2016, 2015, and 2014 Contents Report of Independent Auditors...1 Consolidated Financial Statements Consolidated Balance Sheets...3 Consolidated Statements of Operations and Changes in Net Assets...5 Consolidated Statements of Cash Flows...7 Notes to Consolidated Financial Statements

3 Ernst & Young LLP Suite South Sixth Street Minneapolis, MN Tel: ey.com Report of Independent Auditors The Board of Directors Fairview Health Services We have audited the accompanying consolidated financial statements of Fairview Health Services, which comprise the consolidated balance sheets as of December 31, 2016, 2015, and 2014, and the related consolidated statements of operations and changes in net assets and cash flows for each of the three years in the period ended December 31, 2016, and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of PreferredOne Administrative Services, Inc. and Subsidiary, a wholly owned subsidiary, which statements reflect total assets constituting 3.3% in 2016, and total revenue constituting 5.2% in 2016, of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for PreferredOne Administrative Services, Inc. and Subsidiary for 2016, is based solely on the report 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. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of A member firm of Ernst & Young Global Limited

4 expressing an opinion on the effectiveness of the entity s internal control. 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, based on our audits and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Fairview Health Services at December 31, 2016, 2015, and 2014, and the consolidated results of its operations and changes in net assets and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. April 7, 2017 ey A member firm of Ernst & Young Global Limited

5 Consolidated Balance Sheets December Assets Current assets: Cash and cash equivalents $ 37,300 $ 31,426 $ 35,523 Short-term investments 491, , ,194 Accounts receivable for medical services, less allowance for doubtful accounts of $56,074 in 2016, $50,870 in 2015, and $47,029 in , , ,330 Receivable under third-party payor contracts 2,233 11,819 6,529 Current portion of contributions receivable 12,304 25,317 25,804 Inventories 104,482 79,384 73,150 Other current assets 101,061 52,458 60,504 Total current assets 1,188,421 1,075, ,034 Investments 1,356,524 1,142,503 1,146,999 Assets limited as to use: Held by trustees for debt service 1,615 1,543 35,270 Restricted for capital projects ,648 Held by insurance subsidiaries 49,672 48,824 46,292 Pledged under workers compensation program 1,167 Restricted fund investments 24,878 20,798 18,219 Total assets limited as to use 76,465 71, ,596 Other long-term assets: Contributions receivable 15,495 5,823 11,699 Investments in related parties 77,819 49,842 40,317 Goodwill and intangible assets 70,655 34,613 33,064 Other long-term assets 26,026 31,871 33,575 Total other long-term assets 189, , ,655 Land, buildings, and equipment, net 1,000, , ,831 Total assets $ 3,812,351 $ 3,394,577 $ 3,247,

6 December Liabilities and net assets Current liabilities: Accounts payable $ 275,498 $ 229,923 $ 190,066 Accrued compensation and benefits 258, , ,561 Payable under third-party payor contracts 16,836 10,271 19,220 Current maturities of long-term debt 17,948 16,198 19,884 Other current liabilities 76,834 48,215 53,986 Total current liabilities 645, , ,717 Other liabilities: Insurance subsidiaries claims reserves 25,845 17,246 28,116 Workers compensation claims reserves 32,229 34,203 34,967 Derivative financial instruments 68,781 26,169 28,263 Other long-term liabilities 46,778 41,250 47,655 Total other liabilities 173, , ,001 Long-term debt 986, , ,305 Total liabilities 1,805,896 1,616,309 1,543,023 Net assets: Unrestricted: Fairview Health Services 1,947,967 1,726,492 1,646,695 Noncontrolling interests 12,290 8,406 8,078 Total unrestricted 1,960,257 1,734,898 1,654,773 Temporarily restricted 46,198 43,370 49,319 Total net assets 2,006,455 1,778,268 1,704,092 Total liabilities and net assets $ 3,812,351 $ 3,394,577 $ 3,247,115 See accompanying notes

7 Consolidated Statements of Operations and Changes in Net Assets Year Ended December Unrestricted revenues: Net patient service revenue $ 3,857,555 $ 3,615,409 $ 3,308,799 Provision for bad debts (54,003) (47,499) (52,718) Net patient service revenue less provision for bad debts 3,803,552 3,567,910 3,256,081 Other operating revenue 552, , ,219 Net assets released from restrictions 7,058 3,855 3,532 Total unrestricted revenues 4,363,540 3,867,550 3,560,832 Expenses: Salaries and benefits 1,938,283 1,801,352 1,724,191 Supplies 1,197,782 1,019, ,042 Purchased services 635, , ,630 Depreciation and amortization 116, , ,424 Interest 39,711 41,376 43,923 Utilities and maintenance 119, , ,889 Insurance and rent 65,452 53,471 57,645 State and local taxes 79,634 67,147 68,294 Other operating expenses 41,087 48,128 42,475 Total expenses 4,232,903 3,727,420 3,413,513 Operating income 130, , ,319 Nonoperating gains (losses): Investment income (loss) 78,728 (10,588) 55,443 (Losses) gains on interest and basis rate swaps, net (3,231) 8,389 (30,042) Other nonoperating gains (losses), net (Notes 8 and 15) 15,068 (66,661) Total nonoperating gains (losses) 90,565 (68,860) 25,401 Excess of revenues over expenses 221,202 71, ,720 Less amounts attributable to noncontrolling interests (7,416) (6,362) (6,025) Excess of revenues over expenses attributable to Fairview Health Services 213,786 64, ,

8 Year Ended December Unrestricted net assets, Fairview Health Services: Excess of revenues over expenses $ 213,786 $ 64,908 $ 166,695 Pension and other post-retirement liability adjustments (1,763) 4,935 (15,271) Contributions for long-lived assets and other changes 9,452 9,954 3,806 Increase in unrestricted net assets, Fairview Health Services 221,475 79, ,230 Unrestricted net assets, noncontrolling interests: Excess of revenues over expenses 7,416 6,362 6,025 Contributions from noncontrolling interests 6, ,861 Distributions to noncontrolling interests (9,681) (6,344) (6,268) Increase in unrestricted net assets, noncontrolling interests 3, ,618 Temporarily restricted net assets: Contributions and other changes, net 14,982 6,163 10,962 Net assets released from restrictions (12,154) (12,112) (7,730) Increase (decrease) in temporarily restricted net assets 2,828 (5,949) 3,232 Total increase in net assets 228,187 74, ,080 Net assets at beginning of year 1,778,268 1,704,092 1,543,012 Net assets at end of year $ 2,006,455 $ 1,778,268 $ 1,704,092 See accompanying notes

9 Consolidated Statements of Cash Flows Year Ended December Operating activities Increase in net assets $ 228,187 $ 74,176 $ 161,080 Adjustments to reconcile increase in net assets to net cash provided by operating activities: Depreciation and amortization 116, , ,424 Provision for bad debts 54,003 47,499 52,718 Pension and other post-retirement liability adjustments (1,763) (4,935) 15,271 Net realized and unrealized (gains) losses on trading investments (52,363) 35,375 (28,201) Change in fair value of interest and basis rate swaps (4,378) (11,829) 26,222 Contribution received in acquisition (15,951) Loss on extinguishment of debt 66,661 Other, net (10,706) 1,128 (6,311) Changes in assets and liabilities: Accounts receivable for medical services (87,656) (55,894) (77,949) Other current assets (41,178) (3,321) 13,016 Current liabilities 41,482 33,900 50,987 Other assets and liabilities, net (15,446) (19,099) 6,794 Net cash provided by operating activities before changes in trading and alternative investments 210, , ,051 Change in trading and alternative investments (183,424) (221,040) (120,605) Net cash provided by operating activities 26,963 67, ,446 Investing activities Purchases of land, buildings, and equipment, net (77,462) (118,155) (140,929) Note receivable issued to related party (2,500) (18,750) Cash acquired in acquisition, net of cash paid 31,168 Other investing activities (1,181) (602) Net cash used in investing activities (46,294) (121,836) (160,281) Financing activities Proceeds from issuance of long-term debt 1, ,151 12,896 Principal payments on long-term debt (19,463) (16,028) (21,319) Payments for defeasance of long-term debt (442,966) Collateral received (posted) on derivative financial instruments, net 35,550 9,808 (33,549) Other financing activities, net 7,513 2, Net cash provided by (used in) financing activities 25,205 50,108 (41,249) Increase (decrease) in cash and cash equivalents 5,874 (4,097) 916 Cash and cash equivalents at beginning of year 31,426 35,523 34,607 Cash and cash equivalents at end of year $ 37,300 $ 31,426 $ 35,523 Supplemental disclosure of noncash investing and financing activities Assets acquired through capital leases $ 50,501 $ 6,848 $ 8,625 Accruals for purchases of buildings and equipment $ 3,323 $ 6,990 $ 9,350 See accompanying notes

10 Notes to Consolidated Financial Statements December 31, 2016, 2015, and Organization and Basis of Presentation Fairview Health Services is a nonprofit corporation headquartered in Minnesota. Fairview Health Services and its controlled affiliates and subsidiaries (collectively referred to as Fairview) are an integrated academic health system, providing health care services through a network of physicians, hospitals, clinics, pharmacy services, senior care services, and other health care management enterprises. Fairview operates six acute care hospitals; primary care, specialty care, and occupational health clinics; senior care and housing facilities; freestanding surgery centers; ambulatory care facilities; retail and specialty pharmacies; counseling centers; home health care programs; a health insurance services organization (see Note 15); and various foundations supporting health-related services. As of December 31, 2016, Fairview employed 802 physician providers. The consolidated financial statements include the accounts of Fairview, comprised of both taxexempt and taxable entities. All significant intercompany balances and transactions have been eliminated in consolidation. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain assets, liabilities, revenues, and expenses reported in the consolidated financial statements and accompanying notes. Although estimates are considered to be fairly stated at the time the estimates are made, actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include currency on-hand, demand deposits with banks or other financial institutions, and short-term investments with maturities of 90 days or less from the date of purchase that have not otherwise been classified as long-term assets due to a designation for long-term purposes. Fairview s cash investments are placed with high-quality financial institutions and may exceed federal depository insurance limits

11 2. Summary of Significant Accounting Policies (continued) Inventories Inventories, consisting primarily of drugs and medical supplies, are recorded at the lower of cost or market on a first-in, first-out basis. Investments Fairview s investments include money market, fixed income, and equity securities, which are carried at fair value, based on quoted market prices, and are classified as trading securities. Investments in commingled funds are recorded at net asset value as a practical expedient to fair value. Investments in companies that hold interests in diversified funds of hedge funds and real estate funds (collectively, alternative investments) are recorded using the equity method of accounting, with the change in value of these investments recorded as investment return in the consolidated statements of operations and changes in net assets. Values of some of the underlying investments may be based on estimates that require varying degrees of judgment, and consequently, these estimates may differ from the values at which investments may be sold. Values for fund of hedge funds are primarily based on financial data supplied by the underlying investee funds. Values for real estate funds are based on the fair value of the underlying real estate. Investments designated for use within one year are classified as short-term investments in the consolidated balance sheets. Realized investment income on investments held by a captive insurance subsidiary is recorded in other operating revenue on the consolidated statements of operations and changes in net assets. Investment return (including realized and unrealized gains and losses, interest, and dividends) from all other investments and unrealized investment income on funds held by captive insurance subsidiaries are recorded as nonoperating gains or losses, unless restricted by donor or law

12 2. Summary of Significant Accounting Policies (continued) Derivative Financial Instruments Derivative financial instruments are recognized as either assets or liabilities based on the net fair value in accordance with the netting provisions in the counterparty agreement. Fairview uses pricing models for various types of derivative instruments that take into account the present value of estimated future cash flows and credit valuation adjustments. Gains or losses resulting from changes in the fair values of derivative financial instruments are reflected within the consolidated statements of operations and changes in net assets as nonoperating gains or losses, as none of the derivative financial instruments are designated as an accounting hedge. Any differences between interest received and paid under swap agreements are reported with the change in fair value of the swaps as nonoperating gains or losses. Investments in Related Parties Investments in entities in which Fairview has the ability to exercise significant influence over operating and financial policies, but does not have operational control, are recorded under the equity method of accounting. Equity method investments are recorded as investments in related parties in the consolidated balance sheets. Goodwill and Intangible Assets Goodwill and intangible assets related to acquisitions are recorded in the consolidated balance sheets. During 2016, 2015, and 2014, Fairview recorded $36,042, $1,549, and $453, respectively, of goodwill and intangible assets related to acquisitions

13 2. Summary of Significant Accounting Policies (continued) Land, Buildings, and Equipment Land, buildings, and equipment are recorded at cost and depreciated over estimated useful lives using the straight-line method. The following estimated useful lives are used in calculating depreciation: Land improvements Buildings Building additions and improvements Equipment 5 20 years years years 2 20 years Interest cost, net of related interest income, incurred on funds used during the period for construction of capital assets, is capitalized as part of the cost of acquiring those assets. During 2016, 2015, and 2014, capitalized interest relating to construction-in-progress was $171, $2,234, and $2,708, respectively. Asset Impairment Fairview annually evaluates the carrying values of long-lived assets, goodwill, and intangible assets for impairment. Whenever events or changes in circumstances indicate that the carrying values may not be recoverable, impairment tests are performed to determine whether the carrying values are appropriate using estimated future undiscounted cash flow analyses. Impairment losses are recognized within operating income at the time the impairment is identified. Net Assets Unrestricted net assets are used to account for all transactions related to medical services and other operating and nonoperating activities for which there are no donor-imposed restrictions. Temporarily restricted net assets are those assets whose use by Fairview has been limited by donors or grantors to a specific purpose or time period

14 2. Summary of Significant Accounting Policies (continued) Noncontrolling Interests The consolidated financial statements include entities in which Fairview has less than 100% ownership but otherwise controls in accordance with applicable accounting guidance. Noncontrolling interests represent the portion of excess of revenues over expenses and net assets not attributable to Fairview. Net Patient Service Revenue and Accounts Receivable for Medical Services Net patient service revenue is reported at estimated net realizable amounts, including contractual adjustments, from patients, third-party payors, and others for services provided. Contractual adjustments arising from various reimbursement arrangements with third-party payors are accrued on an estimated basis in the period in which the services are rendered. For uninsured patients who do not qualify for charity care, Fairview recognizes revenue based on established rates less certain discounts as determined by Fairview policies. An estimated provision for bad debts is recorded that results in net patient service revenue being reported at the net amount expected to be received. Fairview has determined, based on an assessment at the consolidated entity level, that patient service revenue is primarily recorded prior to assessing the patients ability to pay, and the entire provision for bad debts related to patient revenue is recorded as a reduction from patient service revenue in the consolidated statements of operations and changes in net assets. Accounts receivable for medical services due from patients and third-party payors for services provided are stated at net realizable amounts. The allowance for doubtful accounts is based upon management s assessment of historical and expected net collections considering historical business and economic conditions, trends in health care coverage, major payor sources, and other collection indicators. This assessment is performed monthly throughout the year, and the results are used to adjust the provision for bad debts and allowance for doubtful accounts to appropriate amounts. Certain reimbursement arrangements are subject to retroactive audit and adjustment. As a result, there is at least a reasonable possibility that recorded estimates could change in the near term. Differences between amounts originally recorded and finally settled are included in operations in the year in which the differences become known

15 2. Summary of Significant Accounting Policies (continued) Charity Care Fairview provides health care services to patients who meet certain criteria under its charity care policies without charge or at amounts less than its established rates. Since collection of these amounts is not pursued, they are excluded from net patient service revenue. The estimated cost of providing charity care was $17,511, $15,130, and $15,766 during 2016, 2015, and 2014, respectively, this amount is estimated by applying an overall cost-to-charge ratio to the charges incurred. Total cost includes wages and salaries, supplies, building maintenance, equipment, and administrative expenses. Fairview also provides a significant amount of other uncompensated care to uninsured and underinsured patients, with the related impact recognized within net patient service revenue and the provision for bad debts. Other Operating Revenue Other operating revenue primarily consists of health insurance services revenue, pharmacy benefit management revenue, electronic health record incentives, income from investments in related parties recorded on the equity basis, unrestricted contributions, and other miscellaneous revenue. Health Insurance Services Revenue Health insurance services revenue is included within other operating revenue and consists of health premium revenue, administrative service revenue, and management fees. Health premium revenue is recognized in the period for which services are covered. Membership contracts are generally established on a yearly basis and are subject to cancellation by the employer group upon 30 to 90 days written notice. Administrative service revenue consists of third-party administrative fees from self-insured employer groups and network access fees from other insurance companies and third-party administrators. Third-party administrative fees are recognized as revenue during the period in which PreferredOne Administrative Services, Inc. (PAS) is obligated to provide services to the self-insured employer groups. Network access fees are recognized as revenue during the period in

16 2. Summary of Significant Accounting Policies (continued) which PAS is obligated to reprice provider claims to discounted rates for the insurance companies and third-party administrators. Both types of administrative service revenue are primarily calculated on a per-employee, per-month basis and are due monthly. Administrative service revenue is recorded net of certain related fees, which primarily consist of national network access fees, employee assistance program and wellness fees, and pharmacy benefit administrative fees, which are added to the monthly administrative fee billed. Management fees are earned based on a percentage of operating revenue of each related entity, as defined under the respective management agreements. Management fee revenue is recognized from the related entities during the period in which the entity is obligated to provide services to them. Contributions Contributions 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 donor restrictions are satisfied, restricted net assets are reclassified to unrestricted net assets and reported within the consolidated statements of operations and changes in net assets either as net assets released from restriction if the purpose relates to operations or as contributions of long-lived assets if the purpose relates to capital. Donor-restricted contributions whose restrictions are met within the same fiscal year as they are received are reported as unrestricted contributions in the accompanying consolidated financial statements. Unconditional promises to give cash and other assets are reported at fair value at the date the promise is received. Conditional promises to give are reported at fair value when the gift is received and all conditions have been satisfied. All unrestricted contributions are reported within other operating revenue in the consolidated statements of operations and changes in net assets. Contributions receivable are recorded in the period that the contributions are made and represent unconditional promises to give for various operating and capital purposes. Contributions that are expected to be collected in future years are recorded at the present value of their estimated future cash flows. An allowance for uncollectible pledges receivable is determined based on a review of estimated collectibility

17 2. Summary of Significant Accounting Policies (continued) Amounts receivable directly from donors are generally expected to be collected within one year. Fairview also records assets related to contributions raised through the University of Minnesota Foundation on Fairview s behalf, which are expected to be received within one to five years. The University of Minnesota Foundation releases funds to Fairview as the donor restrictions, if any, are satisfied. Excess of Revenues Over Expenses The consolidated statements of operations and changes in net assets include excess of revenues over expenses. Changes in unrestricted net assets that are excluded from excess of revenues over expenses include pension and other post-retirement liability adjustments, contributions of longlived assets, contributions from noncontrolling interests, and distributions to noncontrolling interests. Adoption of New Accounting Guidance In May 2015, the Financial Accounting Standards Board (FASB) issued guidance stating that investments whose fair value is measured at net asset value per share (or its equivalent) using the practical expedient will no longer be categorized in the fair value hierarchy. This guidance is effective for Fairview beginning January 1, Fairview adopted this guidance as of and for the year ended December 31, This guidance did not have a material effect on the consolidated financial statements (see reclassifications note). New Accounting Guidance Not Yet Effective In May 2014, the FASB issued guidance that outlines a single comprehensive model for organizations to use in accounting for revenue arising from contracts with customers. This guidance is effective for Fairview beginning on January 1, Fairview is assessing the impact that this guidance will have on the consolidated financial statements

18 2. Summary of Significant Accounting Policies (continued) In February 2016, the FASB issued guidance that leasing arrangements longer than 12 months result in an entity recognizing an asset and liability. This guidance is effective for Fairview beginning on January 1, Fairview is assessing the impact this guidance will have on the consolidated financial statements. In August 2016, the FASB issued guidance related to the presentation of financial statements of not-for-profit entities. The guidance will require net assets to be categorized either as net assets with donor restrictions or net assets without donor restrictions rather than the currently required three classes of net assets. The guidance also requires additional quantitative and qualitative disclosures and expenses to be disclosed by both their natural and functional classifications. This guidance is effective for Fairview beginning on January 1, Fairview is assessing the effect this guidance will have on its consolidated financial statements. In November 2016, the FASB issued guidance related to the statements of cash flow. The guidance will require restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for Fairview beginning on January 1, Fairview is assessing the effect this guidance will have on its consolidated financial statements. Reclassifications Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the 2016 presentation. These reclassifications had no effect on the change in net assets or net assets as previously reported. In accordance with the investment guidance discussed above, investments whose fair values are measured using net asset value (or its equivalent) as a practical expedient are no longer categorized as Level 1, 2, or 3 within the fair value table in Note 10 but are listed as a separate line within the table

19 3. Affiliations Effective January 1, 1997, the University of Minnesota (University) transferred to Fairview certain assets and liabilities related to clinical care at the University of Minnesota Hospital and Clinic and membership rights in certain health-related affiliates, including Range Regional Health Services. Concurrently, Fairview and the University entered into various other agreements, including an affiliation between Fairview and the Academic Health Center (AHC) of the University, a lease of space at the University campus to Fairview, and a purchase services agreement whereby each party purchases certain core infrastructure services from the other. Fairview s bylaws authorize a Board of Directors of up to 21 members. Three of the 21 members of Fairview s Board of Directors were either appointed by and/or held positions at the University. Under the terms of the academic affiliation agreement (Agreement) with the AHC, Fairview and the University agreed to jointly support the research, education, and patient care missions of Fairview and the AHC. The Agreement expires on December 31, 2026, and renews automatically for six additional terms of ten years each, unless terminated in accordance with its provisions. Effective June 1, 2013, Fairview committed financial support to the University and the AHC through annual academic support payments, payable quarterly. Prior to June 1, 2013, Fairview provided academic support to the University through various fixed and variable grant payments. Revenue and expenses on a gross basis under all of Fairview s agreements with the University were, respectively, $10,848 and $55,246 for 2016; $10,419 and $62,475 for 2015; and $9,645 and $57,884 for These amounts were recorded within other operating revenue and the related expense categories in the consolidated statements of operations and changes in net assets. Amounts receivable from and payable to the University were, respectively, $7,695 and $8,116 at December 31, 2016; $6,792 and $16,027 at December 31, 2015; and $6,776 and $12,172 at December 31, These amounts were recorded within other current assets and accounts payable in the consolidated balance sheets. At the same time as its affiliation with the University, Fairview also entered into an affiliation agreement with University of Minnesota Physicians (UMPhysicians). UMPhysicians is a group of more than 1,050 physicians, including more than 850 University of Minnesota Medical School faculty members who primarily practice at the University of Minnesota Medical Center

20 3. Affiliations (continued) Fairview s affiliation agreement with UMPhysicians provides, among other things, that the primary clinical site for UMPhysicians shall be the University of Minnesota Medical Center, and Fairview will maintain the University of Minnesota Medical Center facility in accordance with specified standards. Fairview and UMPhysicians also entered into a management services agreement pursuant to which UMPhysicians agreed to manage the Fairview-owned outpatient specialty clinics that are located at the University of Minnesota Medical Center. The two parties have additional service agreements with each other for medical direction, hospitalist services, professional laboratory and pathology services, anesthesiology services, perfusion services, information services, cardiovascular service line management services, oncology service line management services, and other purchased services. Revenue and expenses on a gross basis under all of Fairview s agreements with UMPhysicians were, respectively, $6,807 and $219,446 for 2016; $8,665 and $216,180 for 2015; and $5,914 and $205,646 for These amounts were recorded primarily within other operating revenue and purchased services in the consolidated statements of operations and changes in net assets. Amounts receivable from and payable to UMPhysicians were, respectively, $13,025 and $53,870 at December 31, 2016; $2,433 and $39,067 at December 31, 2015; and $2,991 and $29,149 at December 31, These amounts were recorded within other current assets and accounts payable in the consolidated balance sheets. Effective June 1, 2013, Fairview, the University, and UMPhysicians entered into agreements allowing the organizations to better coordinate and align management, oversight, and operation of services delivered by UMPhysicians at Fairview-owned facilities (known as University of Minnesota Health). The term of the agreement is five years from the effective date and automatically renews for successive five-year terms unless terminated by either party. Either party may terminate at the end of the initial or renewal term, for any reason or no reason, by providing no less than 12 months written notice to the other parties prior to the expiration of the then-current term

21 3. Affiliations (continued) The University of Minnesota Health agreements provide for variable financial support based on financial performance of the combined operation against preassigned targets; if the targets are achieved, the financial support is allocated under the terms of the agreement. Minimum annual academic support commitment is $8,000 in 2016 and $10,000 in 2017 through 2022, subject to achieving certain targets. University of Minnesota Health (M Health) also participates in capital funding decisions for the investments Fairview makes within its University of Minnesota Medical Center campus. In February 2016, Fairview, the University, and UMPhysicians finished construction on the M Health Clinics and Surgery Center (CSC) that provides expanded space for outpatient services and replaces certain specialty clinics at the University of Minnesota Medical Center. In conjunction with this development, Fairview entered into a joint venture with UMPhysicians for certain outpatient health care operations and a master agreement establishing the overall management and operations framework of the CSC. Fairview also entered into lease agreements at the new facility that partially replaces existing leases between Fairview and the University for the specialty clinics. 4. Net Patient Service Revenue and Contractual Agreements with Third-Party Payors Fairview provides care to patients under the Medicare and Medicaid programs and through contractual arrangements with other third-party payors. The Medicare and Medicaid programs pay for most services at predetermined rates. Services provided to patients covered by other third-party payors are paid for on the basis of negotiated or contractual payment rates. Changes in the Medicare and Medicaid programs or certain negotiated contracts could have a material effect on Fairview. Fairview utilizes a process to identify and appeal settlements on cost reports and claims by Medicare and other payors. Routine appeals, cost report settlements, settlements under Medicare rural floor budget neutrality provisions, and other adjustments pertaining to prior periods resulted in an increase (decrease) in net patient service revenue of approximately $(3,210), $6,300, and $6,300 in 2016, 2015, and 2014, respectively, which represented (0.1)%, 0.2%, and 0.2%, respectively, of net patient service revenue

22 4. Net Patient Service Revenue and Contractual Agreements With Third-Party Payors (continued) Fairview also has negotiated total cost of care payor contracts with various health insurers. Under these agreements, Fairview shares the benefits and, in certain agreements, risks with the insurers for reductions achieved in the total cost of care incurred by these payors at Fairview and non- Fairview service sites and on behalf of their enrollees who are attributed to Fairview primary care physicians or who have enrolled in a product that features Fairview. Attribution is based on where members receive the majority of their primary care visits. Certain of these contracts also have incentives related to the quality of care delivered to this population. In cases where Fairview has accepted downside risk, that risk is capped. Net patient service revenue by major payor source is summarized below: Medicare $ 1,118,692 29% $ 903,852 25% $ 794,112 24% Medicaid 578, , , Negotiated contracts, commercial, and other 2,121, ,205, ,084, Self-pay 38, , ,088 1 $ 3,857, % $ 3,615, % $ 3,308, % Fairview grants credit without collateral to its patients, most of whom are residents in the communities served by Fairview and are insured under third-party payor agreements. The mix of accounts receivable (net of contractual discounts) for medical services at December 31 consists of the following: Medicare 20% 20% 19% Medicaid Negotiated contracts, commercial, and other Self-pay % 100% 100%

23 4. Net Patient Service Revenue and Contractual Agreements With Third-Party Payors (continued) Fairview s allowance for doubtful accounts increased by $5,204 from December 31, 2015 to December 31, 2016, and by $3,841 from December 31, 2014 to December 31, 2015, as a result of continued trends of higher gross accounts receivable driven by the growth of net patient service revenue in addition to a higher allowance required on increased outstanding self-pay receivables. Fairview does not maintain a significant allowance for doubtful accounts from third-party payors. Two negotiated contract payors accounted for a combined 31%, 34%, and 36%, of net patient service revenue for 2016, 2015, and 2014, respectively, and 29%, 30%, and 27% of accounts receivable for medical services (net of contractual discounts) at December 31, 2016, 2015, and 2014, respectively. 5. Land, Buildings, and Equipment Land, buildings, and equipment at December 31 consist of the following: Land and improvements $ 64,698 $ 66,300 $ 65,285 Buildings and improvements 1,406,951 1,387,404 1,270,542 Equipment 680, , ,964 Leased facilities and equipment 96,043 32,246 44,126 2,248,634 2,167,610 2,033,917 Accumulated depreciation and amortization (1,277,882) (1,221,742) (1,121,019) 970, , ,898 Construction-in-progress 30,194 37,094 63,933 $ 1,000,946 $ 982,962 $ 976,831 Depreciation expense, including amortization of assets under capital leases, was $114,575, $125,010, and $109,424 for 2016, 2015, and 2014, respectively

24 6. Investments The composition of Fairview s investments, including those with limited uses, at December 31 is summarized as follows: Cash and cash equivalents $ 267,588 $ 282,998 $ 253,455 Certificates of deposit 105 1,443 1,690 Asset-backed securities 61,022 45,180 15,211 Collateralized mortgage obligation securities 4,677 2,718 1,476 Commercial mortgage-backed securities 31,180 21,407 14,587 Commercial paper 2, ,158 Corporate debt securities 253, , ,774 Equity mutual funds 516, , ,025 Equity securities 50,723 76,874 84,501 Exchange-traded funds 50 8,143 Fixed income mutual funds 111, ,702 15,115 Municipal debt securities 52,922 6,248 7,633 U.S. government agency debt securities 9,449 6,320 58,922 U.S. government commercial mortgagebacked securities 1,198 1,367 U.S. government mortgage-backed securities 106,568 82,433 76,835 U.S. Treasury debt securities 149, , ,240 Equity commingled funds 64,252 52, ,358 Fixed income commingled funds 53,477 Fund of hedge funds 128, , ,437 Hedge funds 109,624 22,177 Private capital funds 2,000 Real estate investment trusts 1,228 1,749 1,752 $ 1,924,652 $ 1,683,337 $ 1,552,

25 6. Investments (continued) Alternative investments accounted for using the equity method of accounting and investments in certain entities that calculate net asset value (NAV) per share (or its equivalent), including restricted and unrestricted assets are as follows: Balance Reported at December 31 Unfunded Redemption Redemption Commitments Frequency Notice Period Equity commingled funds $ 64,252 $ 52,493 $ 108,358 $ Monthly 5 days Fixed income commingled funds 53,477 Monthly 5 days Equity long/short hedge funds 65,177 Monthly/ Quarterly days Opportunistic fixed income hedge fund 18,044 Quarterly 60 days Strategic fixed income hedge fund 26,403 22,177 Annually 120 days Fund of hedge funds 128, , ,437 Semi-annually 95 days Real estate investment trust 1,228 1,749 1,752 Monthly/ Quarterly 0 20 days Private capital fund 2,000 18, years N/A Total $ 305,258 $ 192,162 $ 276,024 $ 18,000 Fairview s investments are exposed to various types and levels of risk. Equity securities and equity mutual funds expose Fairview to market risk, performance risk, and liquidity risk for both domestic and international investments. Market risk is the risk associated with major movements of the equity markets. Performance risk is the risk associated with a company s operating performance. Fixed income securities and fixed income mutual funds expose Fairview to interest rate risk, credit risk, and liquidity risk. As interest rates change, the value of many fixed income securities is affected, including those with fixed interest rates. Credit risk is the risk that the obligor of the security will not fulfill its obligations. Liquidity risk is affected by the willingness of market participants to buy and sell particular securities. Liquidity risk tends to be higher for equities related to small capitalization companies and certain alternative investments such as private capital funds, hedge funds, and fund of hedge funds. Through Fairview s investments in hedge funds and fund of hedge funds, Fairview is indirectly involved in investment activities, such as securities lending, trading in futures and forward contracts, and other derivative products. Derivatives are used to adjust underlying manager portfolio risk exposure. While these financial instruments may

26 6. Investments (continued) contain varying degrees of risk, Fairview s risk with respect to such transactions is limited to its capital balance in each investment. Due to the volatility in the capital markets, there is a reasonable possibility of subsequent changes in fair value resulting in additional gains and losses in the near term. Investment return is summarized and reported in the consolidated statements of operations and changes in net assets as follows: Dividends and interest (net of expense of $2,227 in 2016, $3,759 in 2015, and $4,361 in 2014) $ 27,195 $ 25,236 $ 28,092 Net realized gains 12,157 52,759 15,271 Changes in unrealized gains and losses on trading investments 40,814 (88,471) 12,930 $ 80,166 $ (10,476) $ 56,293 Other operating revenue $ 574 $ 353 $ 89 Nonoperating gains (losses) 78,728 (10,588) 55,443 Contributions and other changes, net, in temporarily restricted net assets 864 (241) 761 $ 80,166 $ (10,476) $ 56, Short-Term Credit Arrangements Fairview has maintained credit arrangements for short-term borrowing during 2016, 2015, and At December 31, 2016, Fairview had a total of $52,000 in credit arrangements available for short-term borrowing at varying interest rates, as defined in the agreements. There were no amounts outstanding at December 31, 2016, 2015, or

27 8. Long-Term Debt Fairview s long-term debt is summarized as follows: Annual Interest Rates Final Scheduled Maturity Amount Outstanding at December Health Care System Revenue Bonds: Series 2015A % 2044 $ 109,120 $ 111,255 $ Series 2015 Taxable 4.16% , ,440 Series 2008A % 297,465 Series 2008B 6.50% , , ,415 Series 2008C Variable ,375 84,375 84,375 Series 2008D Variable ,125 28,125 28,125 Series 2008E Variable , , ,000 Series 2005D 5.00% 72,745 Series 2002B % 10,260 Series 2000A % 5,110 Series 1997A % 5,540 Senior housing revenue bonds and notes Capital lease obligations Other Various fixed rate Various 52,722 60,336 55,606 Various fixed rate Various 76,457 33,051 33,680 Various fixed rate Various 20,934 18,686 22,225 1,008, , ,546 Net unamortized premium (discount) 6,232 6,424 (10,619) Unamortized debt issuance costs (9,778) (10,225) (12,738) Current maturities of long-term debt (17,948) (16,198) (19,884) $ 986,679 $ 955,434 $ 891,

28 8. Long-Term Debt (continued) In October 2010, Fairview tendered the Series 2008C, 2008D, and 2008E bonds, terminated the related letters of credit and entered into direct purchase agreements with two financial institutions for those bonds in the aggregate principal amount of $222,500. In October 2016, Fairview entered into an amendment modifying the terms of the Series 2008C and 2008D bonds and renewing the bonds for an additional two years, setting the expiration coterminous with the 2008E bonds in October As part of this amendment, Fairview also modified the terms of its Series 2008E direct purchase agreement. The Series 2008C, 2008D, and 2008E bonds have a one-year term-out provision, which would cause the bonds to be due in their entirety in October 2019, unless Fairview renews the direct purchase agreements or enters into new direct purchase agreements with other financial institutions. Fairview has continued to disclose the aggregate maturities in accordance with the original loan agreements and respective principal payment schedules. In September 2015, the City of Minneapolis, on behalf of Fairview, issued Series 2015A taxexempt bonds in the aggregate principal amount of $111,255 to refund the principal amount of previously outstanding revenue bonds and provide new money to fund facility expansion. At the same time, Fairview also issued Series 2015 Taxable private placement bonds in the aggregate principal amount of $352,440 to refund the principal amount of previously outstanding revenue bonds. The Series 2015A bonds were issued at a premium of $11,808 and recorded in the revenue bonds and notes. These issuances resulted in reduction of annual interest expense, lower maximum annual debt service, and allowed for the implementation of a new master trust indenture. Fairview recorded a $66,661 loss on extinguishment of debt related to these transactions, which is recorded on a net basis in other nonoperating gains (losses). The Fairview Obligated Group (Obligated Group) was created under a Master Trust Indenture dated November 1, 1985 between Fairview and U.S. Bank National Association. Under the terms of the Master Trust Indenture, members of the Obligated Group are jointly and severally liable for the debts and other obligations of each other and subject to various restrictive covenants, including limitations on incurring additional debt and the maintenance of certain ratios, including days cash on hand, debt to capitalization, and debt service coverage. As of December 31, 2016, the Obligated Group consists of Fairview Health Services, Fairview Pharmacy Services, and Range Regional Healthcare Services (collectively, Obligated Affiliates) as defined under a new master trust indenture dated September 1, 2015, as supplemented and amended. The master trust indenture states that the Obligated Affiliates are jointly and severally liable for certain debt obligations and subject to certain covenants

29 8. Long-Term Debt (continued) The Obligated Group accounted for 87% of Fairview s consolidated total operating revenue for 2016, and 90% of Fairview s total consolidated assets at December 31, Fairview paid interest, net of capitalized interest, of $39,836, $43,043, and $45,479 for 2016, 2015, and 2014, respectively. The following are aggregate maturities and sinking fund requirements of long-term debt for each of the next five years, assuming no early redemption or other changes to variable-rate debt. If the Series 2008C, 2008D, and 2008E bonds are not refunded or extended by October 2018, principal in the amount of $242,544 would be due in $ 17, , , , ,732 Guarantees In October 2005, Fairview and North Memorial Medical Center (NMMC) formed Maple Grove Hospital Corporation (MGHC) to construct and operate the Maple Grove Hospital. Fairview and NMMC are the only two members of MGHC, and Fairview holds a 25% equity interest in MGHC, which is recorded within investments in related parties in the consolidated balance sheets. Fairview has guaranteed 25% of the principal and interest obligations associated with the Health Care Facilities Revenue Bonds, Series 2007, issued on behalf of MGHC, in the event of MGHC s default. The bonds have an outstanding principal balance of $130,930 as of December 31, 2016, and are payable in installments through May 2037 at annual interest rates ranging from 4.50% to 5.25%. Fairview has not recorded a liability related to the guarantee as it has been deemed not probable that MGHC will default on the debt

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