CLEVELAND CLINIC HEALTH SYSTEMConsolidated Statements of Operations 1(unaudited)(dollars in thousands)Six Months EndedYear Ended December 31, June 30,2005 2006 2007 2007 2008Unrestricted revenuesNet patient service revenue $ 3,661,130 $3,969,429 $4,354,781 $ 2,148,053 $2,307,336Other 390,601 429,620 452,445 206,738 224,232Total unrestricted revenues 4,051,731 4,399,049 4,807,226 2,354,791 2,531,568ExpensesSalaries, wages and benefits 2,142,757 2,352,799 2,564,129 1,275,041 1,367,673Supplies 462,276 499,051 549,166 277,078 277,121Pharmaceuticals 210,673 239,668 258,545 124,261 135,175Purchased services 203,747 226,497 257,982 124,832 136,936Administrative services 107,459 125,197 145,562 62,895 75,066Facilities 192,230 214,094 256,960 120,009 134,915Insurance 88,603 18,040 11,120 49,680 45,201Provision for uncollectible accounts 95,219 99,308 147,161 74,949 73,9413,502,964 3,774,654 4,190,625 2,108,745 2,246,028Operating in<strong>com</strong>e before interest,depreciation and amortizationexpenses 548,767 624,395 616,601 246,046 285,540Interest 54,121 57,275 56,193 28,306 29,899Depreciation and amortization 201,840 194,919 211,307 112,944 119,452Operating in<strong>com</strong>e before specialcharges 292,806 372,201 349,101 104,796 136,189Special charges 3,728 - - - -Operating in<strong>com</strong>e 289,078 372,201 349,101 104,796 136,189Nonoperating gains and lossesInterest and dividends 34,573 49,556 44,295 22,174 18,698Net realized and unrealized gains (losses)on investments classified as trading 36,008 104,851 81,407 85,225 (97,593)Other, net (1,765) (7,162) 11,637 27,998 (15,842)Net nonoperating gains and losses 68,816 147,245 137,339 135,397 (94,737)Excess of revenuesOver expenses $ 357,894 $ 519,446 $ 486,440 $ 240,193 $ 41,4521 Reclassification of the prior period financial statements have been made to conform with the current presentation. In previous years, the <strong>Health</strong><strong>System</strong> investments were classified as other-than-trading and unrealized gains and losses were excluded from excess of revenue over expenses.During 2007, the <strong>Health</strong> <strong>System</strong> determined that substantially all of its investment portfolio was more accurately classified as trading, wherebyunrealized gains and losses are included in excess of revenues over expenses. Therefore, $68,884 and $12,855 of net unrealized gains andlosses previously included in net assets at December 31, 2006 and December 31, 2005, respectively, have been reclassified and included inexcess of revenue over expenses.A-32
PART IV.MANAGEMENT’S DISCUSSION AND ANALYSIS OFRESULTS OF HEALTH SYSTEM OPERATIONS AND FINANCIAL POSITIONA. RESULTS OF OPERATIONS – FISCAL YEAR 2007 COMPARED TO FISCAL YEAR 2006The <strong>System</strong>’s revenues exceeded expenses by $486.4 million in 2007, <strong>com</strong>pared to $519.4 million in 2006.In<strong>com</strong>e from operations, defined as revenues over expenses before investment in<strong>com</strong>e and other nonoperating gainsand losses, was $349.1 million in 2007 versus $372.2 million in 2006.In the fourth quarter of 2006, the <strong>Cleveland</strong> <strong>Clinic</strong> acquired Tenet’s 51% interest in the joint venture (the“Weston JV”) that originally owned the Weston Hospital. Because this acquisition did not occur until the fourthquarter of 2006, the following in<strong>com</strong>e statement discussion and analysis excludes the first nine months of 2007Weston Hospital activity for <strong>com</strong>parative purposes. (Weston Hospital reported net operating revenues of $110.4million, operating expenses of $101.1 million and net operating in<strong>com</strong>e of $9.3 million in the first nine months of2007).Revenues. The <strong>System</strong>’s net patient service revenue in 2007 increased by $275.0 million (6.9%)(excluding the first nine months of Weston Hospital activity of $110.4 million), <strong>com</strong>pared to 2006. Volumesremained primarily flat from 2006. The increase in revenue was due to cross-regional and local revenuemanagement projects initiated throughout 2006 and 2007 and <strong>com</strong>mercial payor rate increases effective for thesecond half of 2006 and January 2007. Additionally, the increase can be attributed to revenue improvementsinitiated in 2007, prior year settlements, disproportionate share recognition, credit balance resolution and payor mix.These positive changes were partially offset by an unfavorable case mix adjusted length of stay and increases in selfpayrevenue relative to other payors. Management has initiated several improvements in the front-end financialclearance process on the <strong>System</strong>’s main campus to ensure appropriate patient care access to the <strong>System</strong>.Gains and losses from nonoperating activities resulted in a net gain to the <strong>System</strong> of $137.1 million in 2007(excluding the first nine months of Weston Hospital activity of $0.2 million), <strong>com</strong>pared to $147.2 million in 2006.The decrease was $10.1 million (6.9%), resulting primarily from a decrease in net realized and unrealized gains of$23.4 million and a decrease in interest and dividends of $5.5 million, offset by an increase in in<strong>com</strong>e from equityinvestments of $19.3 million which is included in “Other, net” on the Statement of Operations.Expenses. Total expenses in 2007 increased by $330.2 million (8.2%) (excluding the first nine months ofWeston Hospital activity of $101.1 million), <strong>com</strong>pared to 2006. Salaries and benefits increased $171.2 million(7.3%) (excluding the first nine months of Weston Hospital activity of $40.1 million), <strong>com</strong>pared to 2006. Salaries,excluding benefits, increased $144.9 million (7.6%) in 2007 as <strong>com</strong>pared to 2006, due to an increase in the numberof employees and annual salary adjustments (averaging 3-4% across the <strong>System</strong>). FTEs increased by 3.3%(including agency personnel) from December 2006 to December 2007. The FTE increase occurred mainly at the<strong>Clinic</strong>’s regional Family <strong>Health</strong> Centers, nursing, neuroscience and research programs, and reflects higher patientvolumes and research activities at those programs. The <strong>System</strong> utilizes agency personnel as temporary support tosupplement the employed physicians and nurses as well as to contend with issues in the healthcare industry relatedto recruitment and retention of qualified staff. Agency costs decreased by $2.9 million (4.4%), <strong>com</strong>pared to 2006.Employee benefit costs increased by $26.3 million (5.9%) in 2007, <strong>com</strong>pared to 2006. The increase was <strong>com</strong>prisedlargely of increases in FICA costs of $9.4 million (8.2%), retirement costs of $5.2 million (5.2%) and healthcarecosts of $4.7 million (3.3%). Increased employee benefit costs are directly related to the growth in employees andsalaries, while healthcare costs increased due to growth in utilization of services.Other operating expenses (all categories other than salaries, benefits, interest, depreciation, and specialcharges) increased $148.8 million (10.5%) in 2007 (excluding the first nine months of Weston Hospital activity of$55.8 million), <strong>com</strong>pared to 2006. Medical Supplies and pharmaceuticals increased a <strong>com</strong>bined $40.7 million(excluding the first nine months of Weston Hospital activity of $28.3 million). Medical supplies increased $21.6million (5.2%) and pharmaceuticals (excluding the first nine months of Weston Hospital activity of $3.7 million)increased $15.2 million (6.3%). The increase in medical supplies was mostly driven by higher surgical supply costs,reagent costs, blood products, and implants. Pharmaceutical cost increases were the result of higher costs andincreased utilization of more costly drugs. The increase in supplies cost was moderated by management initiatives toreduce costs through contract negotiations. Provision for uncollectible accounts increased $38.4 million (38.7%)A-33
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NEW ISSUEBOOK ENTRY ONLYSee “RATI
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TABLE OF CONTENTSINTRODUCTORY STATE
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OFFERING CIRCULARRelating to$452,34
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Security and Sources of Payment for
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Upon issuance of the Series 2008A B
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(ii) acquisition of magnetic resona
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$147,200,000 Term Bonds Due January
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that the redemption is conditional
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Use of Certain Terms in Other Secti
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County BondsThe Cleveland Clinic an
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The Cleveland Clinic regularly revi
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ESTIMATED SOURCES AND USES OF FUNDS
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DEBT SERVICE COVERAGEThe following
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MedicareGeneralApproximately 29% of
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there is no assurance that the Obli
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Medicare Conditions of Participatio
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fiscal year’s budget that are in
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Federal Regulatory and Contractual
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Stark-type statutes have fewer exce
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party or for any services rendered
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typically in a position to refer pa
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OhioOhio Certificate of Need Progra
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performance demonstration programs
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manifest injustice would otherwise
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and properties owned or operated by
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plan of reorganization, with one ex
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Cleveland Clinic Health SystemNotes
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Other Financial Information
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• Ernst & Young LLPSuite 1300925
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Liabilities and net assetsCurrent l
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Liabilities and net assetsCurrent l
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Cleveland Clinic Health SystemConso
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Cleveland Clinic Health SystemConso
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Cleveland Clinic Health SystemNotes
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APPENDIX CSUMMARY OF BASIC DOCUMENT
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APPENDIX CSUMMARY OF BASIC DOCUMENT
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“Bond Indenture” means the Bond
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period of three months from the com
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PROPERTY”, and all improvements,
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direct, express or charitable trust
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Rate Hedge” for purposes of this
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Debt according to a fixed schedule
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“Officer’s Certificate” means
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provided, however, that Series 2008
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(t) liens on money or obligations d
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Project Administrator. In the event
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“Stated Maturity” means, when u
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(b) the Cleveland Clinic, or if the
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(d) the Master Trustee receives an
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(g) the loan of cash or other non-O
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under this caption shall be deemed
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Supplemental Indenture to which suc
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emedy thereunder, unless the Noteho
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purchase or other acquisition or re
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limitation, (A) the Special Funds a
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(b) Default in the payment of the p
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Fund Requirements, in the order of
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(g) to evidence the appointment of
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THE LEASEThe Lease contains various
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(a) Failure by the Cleveland Clinic
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APPENDIX DPROPOSED FORM OF OPINION
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PROPOSED TEXT OF LEGAL OPINION OFSQ
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October __, 2008Page 32008A Bonds c