North Shore-Long Island Jewish Health System, Inc. (North Shore-LIJ)

North Shore-Long Island Jewish Health System, Inc. (North Shore-LIJ) MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL PERFORMANCE FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

Management s Discussion and Analysis of Recent Financial Performance Management s Discussion and Analysis of Recent Financial Performance contains forwardlooking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. The achievement of certain results or other expectations contained in such forward-looking statements involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. North Shore-Long Island Jewish Health System, Inc. ( North Shore- LIJ or the Health System ) expressly disclaims any obligation or undertaking to issue any updates or revisions to those forward-looking statements if or when their expectations change, or events, conditions or circumstances on which such statements are based occur. Management s Discussion and Analysis of Recent Financial Performance is based upon the financial results of the Health System, since the members of the North Shore-LIJ obligated group (the Obligated Group ) represented 94.3% of the total consolidated operating revenue and 95.0% of the total consolidated assets of the Health System for the year ended and as of December 31, 2013. Accordingly, the discussion below includes the financial results of entities that are not members of the Obligated Group. For further information, see the Audited Consolidated Financial Statements of North Shore-LIJ for the years ended December 31, 2013 and 2012 (the Audited Consolidated Financial Statements ) for the consolidating and combining schedules of the entire Health System and the Obligated Group. Beginning in 2014, the operating results of most physician practices associated with Lenox Hill Hospital ( Lenox ) are included with the financial results reported for Lenox due to the migration of the physician employment agreements from the individual practices to Lenox. For periods prior to 2014, the operating results for these physician practices were reported in the Other Health System Entities column of the consolidating schedules included in the Audited Consolidated Financial Statements and the quarterly unaudited interim consolidated financial statements posted on the Electronic Municipal Market Access and Digital Assurance Certification websites (www.emma.msrb.org and www.dacbond.com). Introduction For the six months ended June 30, 2014, North Shore-LIJ s operating income [ a ] and operating margin were $38.1 million and 1.1%, respectively, compared to $57.2 million and 1.7% for the six months ended June 30, 2013. Operating cash flow margin was 7.0% for the six months ended June 30, 2014, compared to 7.3% for the six months ended June 30, 2013. Operating results for the six months ended June 30, 2014 were negatively impacted by the severe weather experienced in the New York metropolitan area this winter, which resulted in unexpected decreases in patient volumes, particularly for scheduled procedures and visits, and unanticipated incremental costs for staffing, snow removal and utilities. Continued investments in the following areas also contributed to the growth of total operating expenses exceeding the growth of total operating revenue for the six months ended June 30, 2014 compared to the six months ended June 30, 2013: (1) facilities and programs to enhance capacity and rebuild infrastructure, (2) investments to further prepare for the migration from fee-for-service to value and risk-based payment models, including investments in North Shore-LIJ s two provider owned health insurance companies (collectively NS-LIJ CareConnect ), which began operating a Medicaid managed long-term care plan in November 2013 and issuing commercial insurance policies in January 2014, (3) safety, quality and service initiatives, and (4) ambulatory and physician network expansion. Expense reductions as a result of the implementation of productivity and [a ] Excess of operating revenue over operating expenses in the consolidated statement of operations is referred to as operating income for purposes of Management s Discussion and Analysis of Recent Financial Performance. 1

efficiency efforts and supply chain initiatives (including programs to review the standardization, distribution and utilization of medical and surgical supplies and pharmaceuticals) helped control the growth rate of expenses. Operating revenue growth was primarily attributable to increased managed care payment rates, ambulatory expansion, continued revenue cycle initiatives and health insurance premium revenue. Operating revenue growth was adversely affected by the severe winter weather noted above and the continued migration of services from inpatient to outpatient care settings, including the impact on cases that are regulated by the recently established Medicare two-midnight regulation. North Shore-LIJ s net income [b] and net income margin for the six months ended June 30, 2014 were $122.2 million and 3.3%, respectively, compared to $98.1 million and 2.8% for the six months ended June 30, 2013. Investment income, including net realized gains and losses, and the change in net unrealized gains and losses and change in value of equity method investments, contributed to the net income reported for each of these periods. Management continues to focus on market share growth, safety, quality and service improvements, developing new revenue streams associated with population health management and value and risk-based payment models, and maintaining the balance sheet and positive operating results so that North Shore-LIJ can continue to invest in people, programs and facilities to meet the health care needs of its patients, their families and the communities it serves. Operations and Net Income Overview Operating Income, Operating Cash Flow and Net Income The following table presents a summary of key operating performance results and measures for North Shore-LIJ for the six months ended June 30, 2013 and 2014: ($ s In Millions) June 30, 2013 June 30, 2014 Operating income $57.2 $38.1 Operating margin 1.7% 1.1% Operating cash flow [1] $250.6 $253.1 Operating cash flow margin 7.3% 7.0% Net income $98.1 $122.2 Net income margin 2.8% 3.3% [1] Operating income before interest and depreciation and amortization. [b] Excess of revenue and gains and losses over expenses in the consolidated statement of operations is referred to as net income for purposes of Management s Discussion and Analysis of Recent Financial Performance. 2

Operating Revenue and Volume For the six months ended June 30, 2014, total operating revenue increased by $167.5 million or 4.9%, compared to the six months ended June 30, 2013. The following table presents consolidated North Shore-LIJ operating revenue and certain volume statistics for the six months ended June 30, 2013 and 2014: ($ s In Millions) June 30, 2013 June 30, 2014 Operating Revenue: Net patient service revenue $2,879.7 $2,971.9 Physician practice revenue $436.2 $461.4 Provision for bad debts ($52.1) ($49.7) Total patient revenue, net of provision for bad debts $3,263.7 $3,383.6 Other operating revenue $154.1 $198.7 Net assets released from restrictions used for operations $20.4 $23.5 Total operating revenue $3,438.2 $3,605.8 Volume: * Discharges (excluding nursery) 129,088 124,923 Ambulatory surgery visits 70,883 73,376 Emergency room visits (treated and released) 251,159 255,110 Health center visits [1] 502,624 493,398 Other outpatient visits [1] 520,008 532,319 [1] Certain revisions were made to the 2013 volume statistics for health center and other outpatient visits to conform to the 2014 presentation. * Volume statistics for both periods exclude physician practice visits and include statistics from North Shore-LIJ entities that are not members of the Obligated Group. North Shore-LIJ s core business revenue consists of net patient service revenue and physician practice revenue (collectively referred to as total patient revenue and reported net of the provision for bad debts). For the six months ended June 30, 2014, North Shore-LIJ s total patient revenue increased by $119.8 million or 3.7%, compared to the six months ended June 30, 2013. This increase occurred as a result of increases in managed care payment rates, revenue cycle initiatives, and continued growth in physician and ambulatory services. The growth in physician and ambulatory services resulted from continued physician recruitment efforts, the migration of services from inpatient care settings to outpatient care settings and the acquisition of new ambulatory centers, and was slightly diminished by the effects of the weather noted above. Together, charity care and the provision for bad debts represent uncompensated care. The estimated cost of uncompensated care remained relatively constant at approximately 3% of total patient revenue for both periods presented. The major components of other operating revenue are hospital grants and contracts, laboratory and other ancillary services and, beginning in November 2013, health insurance premium revenue associated with NS-LIJ CareConnect. Other operating revenue increased by $44.6 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily as a result of the health insurance premium revenue and increased revenue from laboratory and other ancillary services. 3

Operating Expenses Total operating expenses for the six months ended June 30, 2014 increased by $186.7 million or 5.5%, compared to the six months ended June 30, 2013. Summarized below are the consolidated North Shore-LIJ operating expenses for the six months ended June 30, 2013 and 2014: Operating Expenses: ($ s In Millions) June 30, 2013 June 30, 2014 Salaries and employee benefits $2,193.4 $2,319.3 Supplies and expenses $994.2 $1,033.3 Depreciation and amortization $154.0 $168.5 Interest expense $39.4 $46.6 Total operating expenses $3,381.0 $3,567.7 For the six months ended June 30, 2014, salaries and employee benefits increased by $125.9 million or 5.7%, compared to the six months ended June 30, 2013, primarily due to continued investments in strategic initiatives related to the changes in health care delivery and payment models, including investments in physicians and staff to support program expansion within the hospitals and the ambulatory network, and investments to establish NS-LIJ CareConnect and the infrastructure needed to manage the health care needs of certain populations. Wage increases, staffing investments in various safety, quality and service initiatives throughout North Shore-LIJ and incremental staffing costs associated with the severe winter weather, also contributed to this expense growth. Supplies and expenses for the six months ended June 30, 2014 increased by $39.1 million or 3.9%, compared to the six months ended June 30, 2013, primarily due to investments in safety, quality and service initiatives and newly acquired physician practices and ambulatory centers, along with new costs associated with NS-LIJ CareConnect and incremental costs for snow removal and utilities related to the severe winter weather. Supply chain improvement efforts (which include standardization, distribution and utilization initiatives for medical and surgical supplies and pharmaceuticals) along with productivity and efficiency efforts and lower inpatient volume, also helped control the growth rate of supplies and expenses. Depreciation and amortization for the six months ended June 30, 2014 increased by $14.5 million or 9.4%, compared to the six months ended June 30, 2013, primarily due to continued investments in facilities, programs and information technology. The increase in interest expense of $7.1 million from the six months ended June 30, 2013 to the six months ended June 30, 2014 was primarily due to the issuance of the Series 2013A taxable bonds in September 2013. 4

Non-Operating Gains and Losses The following table presents a summary of non-operating gains and losses for North Shore-LIJ for the six months ended June 30, 2013 and 2014: ($ s In Millions) June 30, 2013 June 30, 2014 Non-Operating Gains and Losses: Investment income $48.4 $62.6 Change in net unrealized gains and losses and change in value of equity method investments ($7.0) $28.4 Change in fair value of interest rate swap agreements designated as derivative instruments [1] $0.6 $0.4 Other non-operating gains and losses ($1.1) ($7.2) Total non-operating gains and losses $40.9 $84.1 [1] Refer to Interest Rate Swap Agreements herein. Total non-operating gains and losses for the six months ended June 30, 2014 and 2013 were primarily driven by investment returns. Refer to the Audited Consolidated Financial Statements and the North Shore-LIJ Consolidated Financial Statements for the June 30, 2014 and 2013 (the Unaudited Interim Consolidated Financial Statements ) for more information on North Shore-LIJ s investments. Other Changes in Unrestricted Net Assets For a complete list of other changes in unrestricted net assets for the six months ended June 30, 2014 and 2013, refer to the Unaudited Interim Consolidated Financial Statements. Fundraising For six months ended June 30, 2014 and 2013, North Shore-LIJ received $33.5 million and $31.2 million, respectively, in new net pledges and cash donations. Of the $33.5 million received during 2014, $15.6 million was in pledges and $17.9 million was in cash. Of the $31.2 million received during 2013, $11.9 million was in pledges and $19.3 million was in cash. Cash and pledges are generally received by the North Shore-Long Island Jewish Health System Foundation, Inc. (the Foundation ), which was formed to solicit, receive and administer funds to be used for major modernization projects, capital acquisitions, special programs and other health care services for the benefit of the members of the Obligated Group and other affiliated tax-exempt organizations of North Shore-LIJ. The Foundation is not a member of the Obligated Group. Statement of Financial Position Overview Days cash on hand, long-term debt to cash flow and long-term debt service coverage ratios for June 30, 2014 are calculated using twelve months of operating results, covering the period July 1, 2013 through June 30, 2014. 5

Liquidity and Capital Resources Unrestricted cash and investments decreased to $1.98 billion as of June 30, 2014, from $2.01 billion as of December 31, 2013, resulting in 106.5 days cash on hand as of June 30, 2014, a decline of 4.7 days cash on hand from December 31, 2013. Management attributes this decline to the timing of cash receipts and expenditures, including those related to strategic investments and capital (some of which is anticipated to be reimbursed from future debt issuance). Total unrestricted cash and investments are comprised of cash and cash equivalents and marketable securities and other investments (as defined in the Audited Consolidated Financial Statements), and certain management designated funds included in assets limited as to use in the consolidated financial statements. The following chart presents the total unrestricted cash and investments, in millions, included in the days cash on hand calculations and the days cash on hand at December 31, 2012 and 2013 and June 30, 2014: Total Unrestricted Cash and Investments and Days Cash on Hand 107.3 111.2 106.5 110 $2,000 $2,015 $1,980 $1,828 90 $1,750 70 Management Designated [1] $1,500 $1,779 $1,950 $1,914 50 Unrestricted Cash and Investments [2] $1,250 30 Days Cash on Hand $1,000 12/31/12 12/31/13 6/30/14 10 [1] Management designated funds included in days cash on hand, which are included in assets limited as to use in the consolidated financial statements, were $48.6 million, $64.8 million and $66.3 million, as of December 31, 2012 and 2013 and June 30, 2014, respectively. [2] Comprised of cash and cash equivalents and marketable securities and other investments per the consolidated financial statements. As a result of the decrease in total unrestricted cash and investments, North Shore-LIJ s cash to debt measurement decreased from 105% at December 31, 2013 to 104% at June 30, 2014. Unspent proceeds of the Series 2012B and 2013A taxable bond issues, to be used for general corporate initiatives including future capital projects and capital investments, were excluded from total unrestricted cash and investments as of June 30, 2014 and December 31, 2013. 6

Patient Accounts Receivable Days of total patient revenue in patient accounts receivable were 43 days and 42 days as of June 30, 2014 and December 31, 2013, respectively. Property, Plant and Equipment Management monitors and manages capital spending in relation to operations, capital market conditions affecting investments, fundraising and debt capacity. North Shore-LIJ continues to invest its capital to meet the ongoing needs of the communities it serves. Capital expenditures (excluding assets acquired under capital lease obligations) totaled $245.0 million and $230.0 million for the six months ended June 30, 2014 and 2013, respectively. Of these amounts, $17.2 million and $30.5 million for the six months ended June 30, 2014 and 2013, respectively, were financed from the proceeds of prior bond issues. Net assets released from restrictions for capital asset acquisitions totaled $3.1 million and $17.8 million for the six months ended June 30, 2014 and 2013, respectively. Capital expenditures as a percentage of depreciation and amortization were 145% and 149% for the six months ended June 30, 2014 and 2013, respectively. Accounts Payable Days of supplies and expenses in accounts payable were 102 days and 95 days as of June 30, 2014 and December 31, 2013, respectively. Debt The following table presents a summary of North Shore-LIJ s total outstanding debt, debt to capitalization, long-term debt to cash flow and long-term debt service coverage ratio as of and for the year ended December 31, 2013 and twelve months ended June 30, 2014: ($ s In Millions) 12/31/13 [4] 6/30/14 Total outstanding debt [1] $1,912.0 $1,895.2 Debt to capitalization [2] 40.1% 38.7% Long-term debt / cash flow [3] 3.6x 3.5x Long-term debt service coverage 3.7x 3.7x [1] Total outstanding debt includes long-term debt, capital lease obligations and short-term borrowings. [2] Capitalization is defined as the sum of total outstanding debt and unrestricted and temporarily restricted net assets. [3] Cash flow is defined as net income before all items defined in footnote [c] on the next page, except for interest expense. [4] Derived from the Audited Consolidated Financial Statements. North Shore-LIJ s total debt profile as of June 30, 2014 was comprised of 13.5% variable rate debt and 86.5% fixed rate debt. However, the majority of the long-term variable rate debt is hedged under interest rate swap agreements. As such, the effective variable and fixed rate debt is 7.8% and 92.2%, respectively, of the total outstanding debt. Total outstanding debt decreased from December 31, 2013 to June 30, 2014, primarily due to scheduled principal payments and North Shore-LIJ s repurchase of $10.0 million of outstanding Series 2011A bonds in June 2014. 7

As a result of the increase in net assets combined with the decrease in total outstanding debt, debt to capitalization improved to 38.7% at June 30, 2014 from 40.1% at December 31, 2013. Long-term debt to cash flow also improved to 3.5x at June 30, 2014, compared to 3.6x at December 31, 2013. The long-term debt service coverage ratio remained at 3.7x for the twelve months ended June 30, 2014, from the year ended December 31, 2013, with a maximum annual debt service of $155.5 million and $155.6 million as of June 30, 2014 and December 31, 2013, respectively. MADS occurs in 2014 for both calculations. Income available for debt service [c] for the twelve months ended June 30, 2014 and the year ended December 31, 2013 was $580.0 million and $569.5 million, respectively. North Shore-LIJ primarily uses its short-term borrowings under revolving credit facilities to bridge capital expenditures to be paid with donations and/or bond issues. Short-term borrowings were $110.2 million and $110.5 million as of June 30, 2014 and December 31, 2013, respectively. Interest Rate Swap Agreements Certain members of North Shore-LIJ have entered into various interest rate swap agreements with financial institutions, matched or related to the term and rate of various bond issues or debt agreements. As of June 30, 2014 and December 31, 2013, the aggregate fair value of the interest rate swap agreements was a liability of $6.3 million and $7.2 million, respectively. Swap agreements expose North Shore-LIJ to credit risk in the event of nonperformance by the counterparties. North Shore-LIJ believes that the risk of material impact to its consolidated statement of financial position arising from nonperformance by the counterparties is low. For additional information on the interest rate swap agreements, refer to Note E to the Unaudited Interim Consolidated Financial Statements. Commitments and Contingencies For information on commitments and contingencies, refer to Note H to the Unaudited Interim Consolidated Financial Statements and Note 15 to the Audited Consolidated Financial Statements. Summary Revenue growth associated with increased managed care payment rates, revenue cycle initiatives and growth in physician and ambulatory services, coupled with expense reductions from supply chain and other productivity and efficiency initiatives, partially offset by investments, including those related to the changing models of health care delivery and payment, all contributed to the positive operating results for North Shore-LIJ for the six months ended June 30, 2014. Income from operations and the use of a systematic strategic capital allocation process, along with favorable investment returns, have enabled North Shore-LIJ to maintain its balance sheet and improve its debt to capitalization and long-term debt to cash flow ratios from December 31, 2013. [c] Net income as defined in footnote [b] before depreciation and amortization, interest expense, the change in net unrealized gains and losses and change in value of equity method investments and the change in fair value of interest rate swap agreements designated as derivative instruments, and excluding the non-recurring early retirement program costs recorded in the fourth quarter of 2013. 8

North Shore-LIJ continues to focus on improving operating performance despite the challenges and factors pressuring operating margins in the health care industry. Management is focused on continuing to reduce operating expenses with operational efficiency efforts, program consolidation and supply chain initiatives, and create additional revenue opportunities through new and enhanced facilities, physician recruitment efforts, and initiatives to prepare for the migration from fee-for-service to value and risk-based payment models, including the formation of North Shore-LIJ CareConnect. North Shore-LIJ continues to invest in strategic capital projects and technology, including electronic health record and other clinical software, to maintain what management believes is a competitive advantage regarding physician satisfaction and retention, and to improve clinical outcomes and operational processes. In addition, North Shore-LIJ is making strategic investments in physicians who support key clinical service lines and staff to support the growth in the ambulatory network and outpatient volume, and in various other safety, quality and service initiatives. Management continues to monitor strategic capital needs in relation to operations, capital market conditions affecting investment returns, fundraising and debt capacity, so that North Shore-LIJ can continue to invest in people, programs and facilities to meet the health care needs of its patients, their families and the communities it serves. 9