Management Discussion and Analysis

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1 Management Discussion and Analysis For the Three Month Period Ended December 31, 2016 and December 31, 2015 Utilization During the three months ended December 31, 2016 (the current year), the Corporation experienced a decrease in admissions of 8.6% or 359 to 3,812 and a decrease in inpatient days of 8.7% or 1,293 to 13,543 over the three months ended December 31, 2015 (the prior year). Bedded observation patient equivalent days, however, were up 35.5% over the prior year. Overall acuity of patients receiving care, as measured by the inpatient case mix index, was at 1.60 which was elevated over the prior year of Conversely, outpatient visits of 103,411 had increased 2.8% over the prior year at the Hospitals. Clinic and Urgent Care visits at the clinics of 111,191 were down 2.6% over the prior year. The Corporation continues to see growth in volumes from the Mukwonago Emergency Department and Pewaukee Cancer Center. Total Operating Revenue The Corporation generated net patient service revenue of $175.6 million, which represents a 1.3% or $2.3 million increase over the prior year. Gross charges were 3.1% higher than the prior year. The increase is primarily driven by a 4% price increase and favorable outpatient utilization. These were partially offset by a 1.3% decline in inpatient charges from lower utilization. As a percent of total gross patient revenues, allowances and deductions (inclusive of bad debts and charity care) of 65.0% were 0.6% higher than the prior year driven by higher volume of Medicare patients. However, an overall favorable collection experience has favorably impacted total reimbursement rates. Total Days AR was 38.9, which has continued to trend downwards over the past several months from continuous Revenue Cycle initiatives. Other operating revenue was lower by $0.8 million or 4.5% primarily attributed to timing of shared savings recognition at ProHealth Solutions, the Corporation s ACO. This was partially offset by continued favorable results from the Corporations joint venture entities, which are accounted for on the equity method. Total Operating Expenses Total operating expenses of $184.2 million for the current year decreased 0.7% or $1.3 million from the prior year. Salaries and wages increased 0.4% or $0.3 million from annual wage increases but were primarily offset by continued focus on FTE/productivity initiatives. As a percent of gross patient service revenue for the current year, Salaries and wages was 15.4% compared to 15.8% in the prior year. Management continues to focus on ensuring the most efficient use of staffing resources, flexing with volumes and limiting overhead costs. Benefit costs decreased 11.0% or $2.5 million from the prior year primarily driven by the pension plan freeze effective July 2016, which has reduced benefit costs by $2.0 million over the prior year. The Corporation has also had favorable health and dental claims experience under the Corporation s self-insured plan. As a percent of total Salaries and wages, Benefit costs were favorable at 25.9% compared to the prior year of 29.3%. Medical supply and drug costs increased $0.9 million or 2.9% from the prior year driven by inflation and mix of services. As a percent of total gross patient revenue, medical supply and drug cost of 6.5% was slightly favorable to 6.6% in the prior year. As a result of the State s Medicaid Hospital Tax program, the

2 Corporation was assessed a $3.8 million Medicaid Hospital tax during the current year, which is offset by $3.1 million in additional Medicaid payments from the program, resulting in a net loss of $0.7 million for the current year. In comparison, during the prior year, the Corporation had a net loss of $0.6 million due to Medicaid Hospital taxes paid in excess of Medicaid program payments received. Contracted services and other expenses increased from the prior year by $0.3 million or 0.9%, primarily driven by a slightly higher use of external services. Depreciation was $0.2 million or 1.4% lower than the prior year due to higher than finalized Mukwonago Emergency Department and Pewaukee Cancer Center estimated capital costs being depreciated in the prior year. Towards the end of the prior year, the Corporation realized a favorable adjustment to these capital projects and resulting depreciation. Interest expense was slightly favorable as variable rates have remained low along with annual debt service payments reducing outstanding principal. Non-operating Gains/Losses Non-operating gains, net decreased $8.1 million as compared to the prior year. This was primarily driven by a decrease of $19.5 million of unrealized gains on investments compared to the prior year given market conditions and volatility in the fourth calendar year quarter of the current year. This was partially offset by $4.1 million of higher realized gains and $6.4 million of favorable marks to market on the various interest rate swaps, given the recent increase in interest rates. Revenues and Gains in Excess of Expenses The Corporation recorded expenses in excess of revenues and gains of $14.8 million for the current year which represents a $5.4 million or 26.7% decrease compared to the prior year primarily driven by a decrease in non-operating gains from lower unrealized investment activity. Total operating income of $8.3 million was $2.8 million or 50.3% better than the prior year. Operating income margin remains strong at 4.3% over 2.9% in the prior year as the Corporation continues to focus on clinical efficiencies and reducing overhead costs. Cash and Investments The Corporation has $715.6 million of cash and investments or days as of December 31, 2016, which is a 1.3% or $9.3 million increase compared to the $706.3 million of cash and investments as of September 30, This increase in cash and investments is predominately the result of cash flow from operations and continued favorable turnover in patient AR but both being partially offset by mixed investment results during the quarter. Other During the current year, the Corporation entered into a build to suit lease arrangement with a third-party. This 20 year lease agreement has an anticipated commencement date of March While the Corporation is still evaluating the impact this lease will have on the financial statements, it is anticipated that this will be a capital lease (obligation) recorded at approximately $21 million and having a $1.8 million increase in Maximum Annual Debt Service. From a Debt to Capitalization perspective, management does not anticipate much erosion from Fiscal 2016 as a result of continued favorable financial performance and continued debt service payments.

3 PROHEALTH CARE, INC. AND AFFILIATES Consolidated Statements of Operations - UNAUDITED Three Months Ended December 31, 2016 and December 31, 2015 (In thousands) Dec-16 Dec-15 Net patient service revenue (including bad debt) $ 175,556 $ 173,292 Other operating revenue 16,867 17,671 Total revenue 192, ,963 Expenses: Salaries and wages 77,370 77,050 Employee benefits 20,049 22,538 Medical supplies and drugs 32,819 31,887 State tax assessment 3,772 3,806 Contracted services and other 29,909 29,654 Interest 4,337 4,400 Depreciation 15,912 16,137 Total expenses 184, ,472 Income From Operations $ 8,255 $ 5,491 Non-operating Gains/(Losses), net Investment Income 3,245 2,513 Unrealized (Losses)/Gains, net on Investments (6,017) 13,467 Realized Gains/(Losses), net on Investments 1,180 (2,943) Interest Rate Swaps - Marks to Market 8,165 1,791 Other Non-Operating Activity (43) (153) Total Non-operating Gains/(Losses), net 6,530 14,675 Revenue and Gains in Excess of (Expenses) $ 14,785 $ 20,166

4 PROHEALTH CARE, INC. AND AFFILIATES Consolidated Balance Sheet - UNAUDITED December 31, 2016 (In thousands) Assets Dec-16 Current assets: Cash and cash equivalents $ 44,149 Assets whose use is limited or restricted 8,656 Patient accounts receivable, net of estimated uncollectibles 73,395 Other receivables 5,330 Inventory of supplies 9,059 Prepaid expenses and other current assets 14,587 Total current assets 155,176 Noncurrent assets whose use is limited or restricted 662,826 Investments in unconsolidated affiliates 21,574 Net property, plant, and equipment 561,774 Other assets: Goodwill and other intangibles 6,543 Other long term assets 24,788 Total other assets 31,331 Total Assets $ 1,432,681 Liabilities and Net Assets Current liabilities: Current installments of long-term debt $ 8,051 Accounts payable 39,146 Accrued expenses and other current liabilities 44,305 Deferred revenue 3,971 Total current liabilities 95,473 Long-term debt and capital lease obligations, less current installments, unamortized bond discount & unamortized issuance costs 457,225 Fair Value of Interest Rate Swaps 23,256 Postretirement liability 110 Pension liability 54,104 Other long-term liabilities 27,710 Total liabilities 657,878 Total net assets 774,803 Total Liabilities and Net Assets $ 1,432,681

5 OPERATIONS - NUMBER OF AVAILABLE BEDS As of December 31, 2016, the Hospitals had a total of 313 staffed acute care beds, which were classified as follows: Service Number of Available Beds General Medical/Surgical 158 Intensive, Coronary and Intermediate Care 72 Obstetrics 45 Psychiatric 22 Oncology 16 Total Available Beds 313 Source: Records of Corporation

6 OPERATIONS - SELECTED OPERATING STATISTICS The following table presents certain combined operating statistics of the Hospitals for the period ended December 31, December 31, 2016 Inpatient Admissions (1) 3,812 Average Length of Stay (days) (1) 3.55 Average Inpatient Daily Census Case Mix Index 1.60 Outpatient Visits 103,411 Emergency Room Visits 15,151 Surgical Cases Open Heart 39 Inpatient 1,039 Outpatient 1,813 Total Surgical Cases 2,891 Catherization Lab Procedures 945 Medical Oncology Visits 10,692 Radiation Oncology Procedures 3,292 Cardiovascular Procedures 4,885 Radiology Procedures 10,441 CyberKnife Cases (WMH) 112 ProHealth Medical Group Clinic & Urgent Care Visits 111,191 (1) Figures exclude neonatal intensive care unit and new born activity. Source: Records of Corporation

7 SOURCES OF NET PATIENT SERVICE REVENUE The following table indicate the sources of the Hospitals' net patient service revenues for the three months ending December 31, 2016 December 31, 2016 Medicare 29.0% Commercial Insurance 0.9% HMO/PPO and other managed care entities 66.0% Medicaid 4.0% Self-Pay 0.1% Total 100.0% Source: Records of Corporation

8 LIQUIDITY AND FUTURE CAPITAL REQUIREMENTS December 31, 2016 Cash and Cash Equivalents $ 44,149 Assets Limited by Board Designation 645,596 Restricted as to Use 25,886 Total cash and investments $ 715,631 Total Expense $ 184,168 Depreciation (15,912) Average Daily Operating Expense $ 1,829 Days Cash on Hand Source: Records of Corporation

9 G PROHEALTH CARE OFFICER'S CERTIFICATION Based upon a review of the combined unaudited financial statements of ProHealth Care, Inc., Waukesha Memorial Hospital, Inc., Oconomowoc Memorial Hospital, Inc. and National Regency of New Berlin, Inc. (the Obligated Group) as of December 31, 2016, it is my belief that these financial statements are an accurate interim presentation of the financial results of the Obligated Group. Ron~ Chief Financial Officer

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