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Integris Health, Inc. and Controlled Entities INTEGRIS HEALTH, INC. AND CONTROLLED ENTITIES Consolidated Financial Statements and Supplemental Schedules June 30, 2020 and 2019 (With Independent Auditors’ Report Thereon) KPMG LLP 210 Park Avenue, Suite 2650 Oklahoma City, OK 73102-5683 Independent Auditors’ Report The Board of Directors INTEGRIS Health, Inc.: We have audited the accompanying consolidated financial statements of INTEGRIS Health, Inc. and its controlled entities, which comprise the consolidated balance sheets as of June 30, 2020 and 2019, and the related consolidated statements of operations and changes in net assets, and cash flows for the years then ended, 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 consolidated financial statements in accordance 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of 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 consolidated 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of INTEGRIS Health, Inc. and its controlled entities as of June 30, 2020 and 2019, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Emphasis of Matter As discussed in note 2 to the consolidated financial statements, in 2020, INTEGRIS Health adopted new accounting guidance, ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Our opinion is not modified with respect to this matter. Other Matter Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The supplementary information included in Schedules 1 and 2 is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. Oklahoma City, Oklahoma September 25, 2020 2 INTEGRIS HEALTH, INC. AND CONTROLLED ENTITIES Consolidated Balance Sheets June 30, 2020 and 2019 (In thousands) Assets 2020 2019 Current assets: Cash and cash equivalents $ 555,115 60,125 Short-term investments 250,855 160,011 Patient accounts receivable, net 205,607 232,127 Inventories 55,005 49,285 Prepaid expenses 20,118 20,347 Other current assets 28,875 12,277 Total current assets 1,115,575 534,172 Assets whose use is limited 647,378 804,276 Property and equipment: Land and improvements 61,597 61,393 Buildings and leasehold improvements 777,969 727,453 Equipment 1,033,223 993,835 1,872,789 1,782,681 Less accumulated depreciation and amortization 1,118,961 1,039,405 753,828 743,276 Construction in progress 71,585 53,960 825,413 797,236 Other assets, net 70,207 65,979 Goodwill 338,584 350,442 Total assets $ 2,997,157 2,552,105 3 (Continued) INTEGRIS HEALTH, INC. AND CONTROLLED ENTITIES Consolidated Balance Sheets June 30, 2020 and 2019 (In thousands) Liabilities and Net Assets 2020 2019 Current liabilities: Accounts payable, accrued expenses, and other $ 432,066 209,375 Employee compensation and related liabilities 78,533 74,517 Current portion of long-term debt 58,914 59,763 Current portion of capital lease obligations 1,715 3,022 Borrowing under credit facilities 250,000 — Due to affiliates — 2,500 Total current liabilities 821,228 349,177 Long-term debt, less current portion 445,595 460,906 Capital lease obligations, less current portion 26,395 28,911 Long-term pension liability 416,987 309,935 Fair market value of interest rate swaps 90,965 59,207 Other long-term liabilities 127,919 113,845 Total liabilities 1,929,089 1,321,981 Net assets: Without donor restrictions 748,245 912,793 With donor restrictions 48,844 56,337 Total net assets of INTEGRIS Health 797,089 969,130 Noncontrolling ownership interest in equity of consolidated affiliates – unrestricted 270,979 260,994 Total net assets 1,068,068 1,230,124 Commitments and contingencies Total liabilities and net assets $ 2,997,157 2,552,105 See accompanying notes to consolidated financial statements. 4 INTEGRIS HEALTH, INC. AND CONTROLLED ENTITIES Consolidated Statements of Operations and Changes in Net Assets Years ended June 30, 2020 and 2019 (In thousands) 2020 2019 Without donor restrictions Operating revenues: Net patient service revenue $ 1,838,866 1,787,213 Other operating revenue 239,107 162,933 Total operating revenues 2,077,973 1,950,146 Operating expenses: Salaries, benefits, and related personnel costs 1,009,967 981,828 Services and other 436,896 407,878 Supplies and medicines 451,059 437,106 Depreciation and amortization 101,778 100,366 Interest expense 21,455 21,774 Total operating expenses 2,021,155 1,948,952 Operating income 56,818 1,194 Nonoperating activities: Net periodic benefit costs (5,620) (4,480) Investment income and other, net (15,066) 34,043 Loss on interest rate swap agreements (31,758) (19,121) Revenues in exess of expenses 4,374 11,636 Revenues in excess of expenses attributable to noncontrolling interests (38,320) (23,963) Revenues in excess of (less than) expenses attributable to INTEGRIS Health (33,946) (12,327) Other changes in net assets: Change in pension obligation (136,611) (74,683) Contributions and grants received and other changes in net assets, net 6,008 7,619 Change in net assets without donor restrictions (164,549) (79,391) With donor restrictions Contributions 3,783 8,297 Investment income, net (832) 1,588 Net assets released from restrictions for operations and capital purchases (10,415) (10,003) Other changes, net (28) 364 Change in net assets with donor restrictions (7,492) 246 Change in net assets (172,041) (79,145) Net assets of INTEGRIS Health at beginning of year 969,130 1,048,275 Net assets of INTEGRIS Health at end of year 797,089 969,130 Net assets attributable to noncontrolling interests 270,979 260,994 Total net assets of INTEGRIS Health $ 1,068,068 1,230,124 See accompanying notes to consolidated financial statements. 5 INTEGRIS HEALTH, INC. AND CONTROLLED ENTITIES Consolidated Statements of Cash Flows Years ended June 30, 2020 and 2019 (In thousands) 2020 2019 Cash flows from operating activities: Decrease in net assets $ (172,041) (79,145) Adjustments to reconcile decrease in net assets to net cash provided by operating activities: Pension liability adjustment 136,611 74,683 Net unrealized loss on investments 32,119 10,650 Gain on BMC Portland Avenue (Deaconess) transaction — (8,500) Gain on Health Ventures – OCOM transaction — (11,546) Net realized gain on investments (1,721) (6,274) Change in split-interest agreement 29 25 Depreciation and amortization 101,778 100,366 Amortization of bond premiums/discounts (1,495) (1,460) Medicare advance payments 188,760
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