<strong>Cleveland</strong> <strong>Clinic</strong> <strong>Health</strong> <strong>System</strong>Consolidating Statements of Cash FlowsYear Ended December 31, 2006(In Thousands)Consolidating<strong>Obligated</strong> Non-<strong>Obligated</strong> Adjustments &<strong>Group</strong> <strong>Group</strong> Eliminations ConsolidatedOperating activities and net nonoperating gains and lossesIncrease in net assets $ 555,412 $ 98,261 $ – $ 653,673Increase in net assets from discontinued operations (28,479) – – (28,479)Increase in net assets from continuing operations 526,933 98,261 – 625,194Adjustments to reconcile increase in net assets tonet cash provided by operating activities and netnonoperating gains and losses:Minimum pension liability adjustment (37,628) – – (37,628)Net increase in investments classified as trading (63,891) (6,878) – (70,769)Impairment of investments carried at cost 257 – – 257Depreciation and amortization 176,426 18,493 – 194,919Provision for uncollectible accounts 88,172 11,136 – 99,308Restricted gifts, bequests, investment in<strong>com</strong>e, and other (106,269) (3,906) – (110,175)Donated capital (477) – – (477)Contribution (from) to affiliates (35,210) 35,210 – –Accreted interest and amortization of bond premiums (483) (168) – (651)Change in value of derivatives (7,515) – – (7,515)Changes in operating assets and liabilities:Patient receivables (110,011) (33,566) – (143,577)Other current assets (131,950) (8,176) 64,591 (75,535)Other noncurrent assets 4,303 36,014 5,000 45,317Accounts payable and other current liabilities (82,376) 79,172 (63,513) (66,717)Other liabilities 164,516 (8,370) (1,078) 155,068Net cash provided by operating activities and netnonoperating gains and losses from continuing operations 384,797 217,222 5,000 607,019Financing activitiesPayments on short-term borrowings – (38,413) – (38,413)Proceeds from long-term borrowings 114,800 – (5,000) 109,800Payments to redeem long-term debt (9,252) – – (9,252)Principal payments on long-term debt (8,700) (2,440) – (11,140)Debt issuance costs (3,004) – – (3,004)Change in pledge receivables, trusts and interests in foundations 3,574 (265) – 3,309Restricted gifts, bequests, investment in<strong>com</strong>e, and other 106,269 3,906 – 110,175Net cash provided by (used in) financing activitiesfrom continuing operations 203,687 (37,212) (5,000) 161,475Investing activitiesExpenditures for property and equipment, net (357,820) (101,004) – (458,824)Contribution from (to) affiliates 35,210 (35,210) – –(Increase) decrease in nontrading investments, net (346,636) (506) – (347,142)Net cash used in investing activities from continuing operations (669,246) (136,720) – (805,966)Net cash provided by discontinued operations 67,145 – – 67,145(Decrease) increase in cash and cash equivalents (13,617) 43,290 – 29,673Cash and cash equivalents at beginning of year 355,227 75,732 – 430,959Cash and cash equivalents at end of year $ 341,610 $ 119,022 $ – $ 460,632See notes to consolidating financial statements.46 .
<strong>Cleveland</strong> <strong>Clinic</strong> <strong>Health</strong> <strong>System</strong>Notes to Consolidating Financial StatementsYears Ended December 31, 2007 and 20061. PresentationThe ac<strong>com</strong>panying financial statement information presents certain data for the <strong>Obligated</strong> <strong>Group</strong>(as defined herein) and certain controlled affiliates of The <strong>Cleveland</strong> <strong>Clinic</strong> Foundation(collectively referred to as the Non-<strong>Obligated</strong> <strong>Group</strong>), which have no liability under the MasterTrust Indenture (Indenture), dated June 1, 1987 and amended and restated April 1, 2003, assupplemented, between the Foundation and The Huntington National Bank, as successor MasterTrustee. The Foundation, Meridia <strong>Health</strong> <strong>System</strong>, Fairview Hospital, Lutheran Hospital,Marymount Hospital, Inc., <strong>Cleveland</strong> <strong>Clinic</strong> Florida and <strong>Cleveland</strong> <strong>Clinic</strong> Florida <strong>Health</strong> <strong>System</strong>(formerly known as <strong>Cleveland</strong> <strong>Clinic</strong> Florida Hospital Naples), which withdrew from the<strong>Obligated</strong> <strong>Group</strong> effective May 1, 2006, excluding certain organizations with which they areaffiliated, either by membership, equity interest or contract were the sole members of the<strong>Obligated</strong> <strong>Group</strong> under that Indenture.The following real property (Excluded Property) is not integral to the <strong>Obligated</strong> <strong>Group</strong>’soperational activities and is not subject to the Master Trust Indenture and, therefore, is exceptedfrom covenants otherwise applicable to property of the <strong>Obligated</strong> <strong>Group</strong>: the former TRW worldheadquarters building and the former Parker Hannifin world headquarters building, theFoundation House, and various other properties located in the <strong>Cleveland</strong> area outside theFoundation’s main campus that are either undeveloped or have structures on them that theFoundation expects to raze or that otherwise meet the Master Trust Indenture requirements forexclusion. The ac<strong>com</strong>panying financial statement information is presented by legal entity and noadjustment has been made for these Excluded Properties.Certain 2006 amounts have been reclassified to conform with the current year presentation.47
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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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percentage may be composed wholly o
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The Internal Revenue Service Form 9
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Charity Care, Underinsured and Unin
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• Proposals to eliminate the tax-
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acting in the capacity of underwrit
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Frederick R. Nance, Regional Managi
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FINANCIAL POSITION — D. BALANCE S
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The CommissionBecause the Series 20
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APPENDIX ACLEVELAND CLINIC HEALTH S
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TABLE OF CONTENTSPageINTRODUCTION .
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This Appendix to the Offering Circu
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A. ORIGINS AND FUNDAMENTAL MISSIONT
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C. GOVERNANCE OF THE CLEVELAND CLIN
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Voting Members of theBoard of Trust
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Voting Members of theBoard of Trust
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Principal Operating Officers. The d
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In addition to the broad range of o
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The main campus also includes a com
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GovernanceThe Cleveland Clinic is t
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E. UTILIZATIONThe following tables
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Statistical Information. The follow
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I. COLLABORATIVE PROGRAMSIn additio
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Clinic’s charity care policy, see
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statements filed with Digital Assur
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CLEVELAND CLINIC HEALTH SYSTEMConso
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OBLIGATED GROUPConsolidated Stateme
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PART IV.MANAGEMENT’S DISCUSSION A
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increase in minor equipment purchas
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The following table sets forth the
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pension plans’ funded status in t
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of funding to the pension plan offs
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portfolio. Offsetting the decrease
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• Clinic Care, Inc. (“Clinic Ca
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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