NYU Hospitals Center, New York; Hospital

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1 NYU Hospitals Center, New York; Hospital Primary Credit Analyst: Cynthia Keller, New York (1) ; Secondary Contact: Stephen Infranco, New York (1) ; Table Of Contents Rationale Outlook Enterprise Profile Financial Profile Related Criteria And Research JULY 20,

2 Credit Profile US$250.0 mil taxable bnds ser 2012A due 07/01/2042 Long Term Rating A-/Stable New New York State Dorm Auth, New York NYU Hospitals Ctr, New York Series 2000D, 2006A, 2007A, 2007B and 2011A Long Term Rating A-/Stable Upgraded Rationale Standard & Poor's Ratings Services has raised its rating to 'A-' from 'BBB+' on $510 million series 2000D, 2006A, 2007A, 2007B, and 2011A bonds issued by New York State Dormitory Authority for NYU Hospitals Center (NYUHC). At the same time, we assigned our 'A-' long-term rating to NYU Hospitals Center's $250 million series 2012A taxable bonds. The outlook for all bonds is stable. The upgrade reflects our view of the significant positive momentum generated by NYUHC's strong business position and positive relationships with New York University (NYU) and the NYU School of Medicine (NYUSOM), which have translated into a multiyear record of excellent earnings and cash flow. Furthermore, management's decision to issue debt in phases provides more flexibility to deal with unanticipated events during the construction period. While the balance sheet remains weak relative to the earnings trend, there has been notable improvement. We believe that NYUHC's management team, which is highly metric driven, will be able to implement additional revenue growth and expense-reduction opportunities enabling NYUHC to minimize the inevitable financial pressures associated with the organization's $2 billion of planned capital spending financed by a combination of debt ($895 million), equity ($505 million), and philanthropy ($580 million) through Management expects series 2012A bond proceeds to repay $135 million of the $185 million outstanding line of credit, which NYUHC has drawn through June, to reimburse itself for capital expended this year toward the projects, and to finance various capital projects including the relocation of several buildings to accommodate the new Kimmel patient tower. The 'A-' rating reflects Standard & Poor's assessment of NYUHC's: Excellent earnings and cash flow; Strategic and coordinated management team between the hospitals and NYUSOM; Organizational and strategic support from 'AA-' rated NYU; Continued successful philanthropy, which is a key to funding NYUHC's expansion plans; and Operating and financing flexibility derived from management's decision not to issue all $895 million of debt at the start of the construction period. Offsetting credit factors reflect Standard & Poor's view of NYUHC's: Additional debt and construction risk related to the projects; and JULY 20,

3 Limited unrestricted cash and investment balances although we note strong growth in reserve levels over the past five years. Outlook The stable outlook reflects our opinion that NYUHC's operating earnings and cash flow levels will remain approximately at or above levels achieved since Furthermore, we expect that over the next two years covered by our outlook period, NYUHC will maintain unrestricted cash and investment levels equal to year-end 2011's approximately 100 days' cash on hand. Until the organization completes its construction project and in light of the high levels of capital and equity spending planned through 2018, it is unlikely that we will raise the rating, especially as the balance sheet is still weak relative to rating category medians. However, should NYUHC's financial metrics improve to a level commensurate with an 'A' rating with, for example, 175 days' cash on hand, 1.5x cash to debt, or debt as a percent of capitalization less than 40%, we could consider a higher rating before construction completion assuming NYUHC's enterprise profile and market position remain consistent with current characteristics. A lower rating would be possible with a trend of significantly lower earnings such that debt service coverage dips to less than 3x or if the philanthropic commitment to the project decreases, requiring NYUHC to finance more of the project with its unrestricted reserves. Furthermore, Standard & Poor's would need to reconsider the rating or outlook if merger discussions with Continuum Health Partners resume because this rating does not assume a future relationship with Continuum. Enterprise Profile Organization NYUHC operates the 705-bed tertiary and teaching Tisch Hospital and the Clinical Cancer Center, the 174-bed Rusk Institute of Rehabilitation Medicine, and the 190-bed NYU Hospital for Joint Diseases. NYUHC is the primary teaching hospital for the NYUSOM and a controlled affiliate of NYU ('AA-') since A mortgage on key hospital facilities and a pledge of gross revenues, secures the bonds. The obligated group does not include the captive insurance company (CCC550), although we include its financial results in our analysis. NYUHC is not a party to any swap agreements. NYU Langone Medical Center and the NYUSOM NYU Langone Medical Center (NYULMC) accounted for 56% of NYU's 2011 total operating revenue. We have incorporated the NYUSOM into our 'AA-' rating on NYU but along with NYUHC and CCC550, it is also part of NYULMC. NYULMC earned $139 million from operations in 2011 through a combination of profits at NYUHC offset by losses at the NYUSOM. However, NYUSOM's balance sheet is excellent with more than $800 million of long-term investments largely related to the sale by NYU of the rights to the Remicade royalty stream for $641 million in Physician growth continues with the NYUSOM's faculty practice plan and NYUHC employing slightly more than 900 physicians as of the end of May with another 1,200 on the staff in private practice. For the past two years, NYUHC has made payments to the NYUSOM to provide assistance with subsidies for physician salaries and research expense. Management projects transfers, which totaled $50 million and $45 million in 2010 and 2011, respectively, to be $27.5 million for We include these transfers below the line as NYUHC has only made these payments for the past two JULY 20,

4 audited years and they have decreased in concert with the NYUSOM operating losses, which were $88 million in 2009, $47 million in 2010 and 2011, and are budgeted for $33 million in Medical center fund raising NYU sets fundraising goals and oversees a coordinated fundraising effort among the various NYU constituencies. In 2008, NYULMC initiated a $2.8 billion 10-year capital campaign. Although NYULMC continues to have success with the campaign -- 40% completed in terms of time and cash and pledges received -- management has extended the campaign to 12 years in recognition of the recently difficult economic times. Through May 2012, NYULMC had pledges totaling $1.12 billion and collected $870 million in cash. Although the campaign does not target all the proceeds for NYUHC, management reports that as of May 31, 2012, NYUHC alone has $98 million of contributions receivable on its balance sheet with another $219 million of conditional pledges yet to be booked. Exceptionally large donations targeted exclusively for NYUHC under the NYULMC campaign include a $110 million gift, which virtually covers the cost of renovating Tisch Hospital and $300 million designated for construction of the new Kimmel Pavilion, which includes pledges of $100 million and $150 million in addition to several smaller amounts. NYULMC has conservatively reworked its projections and expects to rely less on philanthropy, with $580 million targeted for the projects now compared with $680 million at last year's review. Management expects the amount of philanthropy to remain as originally projected, and it will likely use proceeds for other projects. New York City service area and market share NYU Hospitals Center is located in New York City and serves a population of greater than 8 million residents living in 120 zip codes in and around Manhattan. Approximately 70% of volume comes from this service area with the remaining from throughout the country and internationally. The service area is experiencing limited growth but is aging. Management expects increased demand for services due primarily to programmatic and physician development at NYULMC including a focus on developing outpatient services such as the cancer center and Musculoskeletal Center, which recently opened and where NYUHC will relocate the Rusk Institute to make room for the Kimmel Pavilion. NYUHC's estimated primary service market share is approximately 4%; including the secondary service area, market share is slightly less than 3%. In 2011, 42% of NYUHC's business came from outpatient business and management expects that figure to approach 50% within five years. Patient volumes NYUHC discharged 37,929 inpatients in 2011, a 1.4% increase compared with 2010 levels, which were up 1.5% over 2009 levels. In addition, most other volume indicators rose in 2011 as well. Management indicates that the growth is due to new programs and physician recruitment. Located in midtown next to the city's 'A+' rated Health and Hospital Corp.'s Bellevue Hospital Center, the medical school's faculty practice serves as the medical staff for both NYUHC and Bellevue. Bellevue tends to absorb most of the local indigent and underinsured care, leaving NYUHC with a fairly strong payor mix (less than 40% of net patient service revenue from governmental payors in 2011) and limited exposure to charity care and bad debt. Through the first three quarters of fiscal year 2012 ended May 31, 2012, all key volume indicators continue to rise including inpatient admissions (up 3%), emergency visits (up 9%), cancer center visits (up 10%), and outpatient surgeries (up 6%). JULY 20,

5 Management and relationship with NYU University A single individual acting as both dean of the NYUSOM and CEO of NYUHC has been managing NYULMC since 2007; we believe this structure is responsible for the organization's recent financial and operational success. NYUHC is in the middle of a comprehensive information technology installation, which will tie together with extensive internally developed management tools already in place and also support NYUHC's metric-driven management style. Governance by separate, but identically staffed, school and hospital boards also reinforces the joint-management structure. There is also substantial overlap between these boards and the NYU board. The NYU board is supportive of the proposed projects and debt plans at NYUHC, although the university will not be financially responsible for the debt. A new senior vice president and chief clinical officer recently started at NYULMC who will coordinate the ambulatory care and physician network and quality and outcome initiatives for the NYUSOM and NYUHC. We believe this is especially important because NYULMC's continued focus on outpatient services has been a key driver of its improved financial metrics, and management plans to continue to make significant investments in outpatient and primary care physician development. Financial Profile Strong earnings and cash flow since 2009 NYUHC's dramatically improved earnings and cash flow since 2009 has generated increased debt capacity and a stronger balance sheet. Based on strong net patient service revenue growth to $1.64 billion in 2011 from $1.5 billion in 2010, NYUHC posted operating income of $169 million (9.8% operating margin) before the $45 million transfer to the NYUSOM, net income of $184 million (10.5% margin), and a 14.6% operating EBIDA margin in Earnings in 2011 were comparable with 2010 levels of $171 million, before a $50 million transfer to the NYUSOM, but were slightly behind budget after the hospital evacuated during Hurricane Irene in August. Even with the lost revenue from the evacuation in 2011, which could be recovered partially through insurance, earnings were robust with a 15.3% EBIDA margin and 3.7x pro forma debt service coverage although lease-adjusted coverage was slightly lower at 3x. Maximum annual debt service assumes that series 2012A's 2042 bullet is smoothed through 2042 and includes the $50 million outstanding line of credit as 30-year debt with 3.5% interest. Through the first three quarters of fiscal year 2012, NYUHC has already surpassed both 2011 operating income and its third quarter 2012 budget with $190 million of operating income (12.9% margin) before the $27.5 million transfer to the school of medicine and net income of $202 million (13.6% margin). Management has increased its 2012 operating income estimate to $240 million, which it expects will generate 5x debt service coverage. Management attributes the improvement to inpatient and outpatient volume growth, continued expense control initiatives, and strong performance at its captive insurance company where the annual premium continues to exceed losses due to organization's focus on quality. Management has budgeted for operating income in 2013 to match 2011 levels approximately. Thereafter, management expects operating income to increase due to benefits from several outpatient initiatives such as the musculoskeletal and ambulatory care centers, continued inpatient growth, and ongoing expense control initiatives. JULY 20,

6 Capital plans The NYUSOM and NYUHC prioritize and plan capital spending jointly and make decisions on debt, equity, and philanthropic funding to maximize NYULMC's financial health. NYUHC currently has several moderate size projects underway, including expansion of the Tisch Hospital emergency department, renovation of the Center for Musculoskeletal care, and renovation of its portion of the NYULMC Ambulatory Care Center on 38th street. These projects, the cancer center, plus the planned Kimmel Pavilion, which includes a dedicated children's hospital, all support NYUHC's focus on five key clinical services - musculoskeletal, oncology, cardiovascular, neurology, and pediatrics. Furthermore, we expect that NYUHC, in addition to its focus on the three key projects described below, will continue to add outpatient capacity in strategic locations throughout its service area. Kimmel Pavilion, Research Building, and Cogeneration Plant Site work has started on the construction of a new patient tower, NYUHC's Kimmel Pavilion, scheduled to open in 2017 with 374 private beds. The current financing sources for the Kimmel Pavilion include $313 million of equity, $580 million of philanthropy, and $576 million of long-term debt. The series 2012A bonds represent the first permanent financing for Kimmel Pavilion related projects. NYUHC has scheduled the issuance of the remainder of the debt in tranches throughout the construction period to repay short-term construction borrowings periodically. At the same time, NYUHC and the NYUSOM are jointly planning to construct a research building and cogeneration plant with NYUHC expected to contribute to the $808 million total cost for the two projects through debt issuance of $319 million and a $192 million equity contribution. In total, for all three projects, NYUHC plans to contribute $505 million of equity through 2019 with the bulk of the expenditures in 2016 ($162 million), 2017 ($136 million), and 2018 ($141 million). NYUHC's total debt issuance for all three projects of $895 will begin with the series 2012A issuance with future permanent financing dependent on interest rates, philanthropic receipts, and construction progress, but expects to issue the majority in 2014 and Balance sheet NYUHC's unrestricted cash and investments on May 31, 2012, totaled $403 million, which represents an increase of almost $200 million since 2008 and $300 million since Unrestricted cash and investments totaled 89 days' cash on hand and 60% of NYUHC's $673 million outstanding long-term debt. Debt as a percent of capitalization is somewhat elevated at 53%, although we consider this more a function of historically low net assets as the pro forma debt burden is more moderate at 3.7% in In anticipation of upcoming equity contributions for the major projects, NYUHC has a very conservative asset allocation with 94% of its funds in cash, cash equivalents, and money market funds. Management has been segregating $10 million per month in a board-designated fund intended for the equity contribution and at the end of May, had slightly more than $330 million available, which we included in the unrestricted cash figure above. In addition, on May 31, 2012, NYUHC has accumulated almost $80 million of equity in its malpractice insurance company and management has approval to return $5 million annually to NYUHC in the form of a dividend payment with the first payment made in June. On May 31, 2012, CCC550's reserves in excess of liabilities, if transferred to the hospital, would add 26 days' cash on hand to NYUHC's cash balances. The defined benefit pension plan has been frozen to new employees for more than 10 years and at the end of fiscal year 2011, plan assets equaled 78% of the projected benefit obligation although management reports that the plan is 90% funded on an actuarial basis. JULY 20,

7 Debt profile and plans We view NYUHC's debt profile as conservative. At the end of fiscal year 2011, the organization had $555 million of long-term debt outstanding that was mostly all fixed rate with the exception of $45 million series 2000D bonds, $22 million accounts receivable financing, which it repaid in June, and a $30 million draw on the lines of credit (now $185 million) as an interim construction loan. Although there is credit risk associated with the bank draws, we believe the strategy to issue permanent financing over the course of several years has benefits such as averaging interest rates, minimizing capitalized interest, and allowing balance sheet reserves to build at the same time it adds the incremental debt. Management indicates that the maximum draw on the letters of credit will likely be $250 million. The bank commitments run for three years with a two-year term out and financial covenants mirror those in the existing bond documents. The Bank of America N.A. holds the series 2000D bonds pursuant to a private agreement with NYUHC through 2014 with a very manageable five-year repayment term to the bank in the event of a default. NYUHC's projected peak debt level of $1.5 billion occurs in 2016, which results in moderate 48% debt as a percent of capitalization although we consider cash as a percent of debt slim at less than 60%. Because net assets are building quickly with continued growth in earnings, the debt ratios remain moderate although the absolute debt outstanding is quite high. Management has a history of exceeding its budgeted and forecasted expectations, although the expansion plans, economy, health reform, shifting competitive landscape, and changing practice patterns are all unique pressures, which could require operational adjustments over the next several years. Furthermore, although these projects are all strategically critical to NYULMC, management could slow them down or scale them back if earnings or philanthropy fall short of projections. NYU Hospitals Center Financial Statistics NYU Hospitals Center --Fiscal year ended Aug * Medians Stand-alone hospital A Financial performance Net patient revenue ($000s) 1,373,573 1,644,706 1,504,484 1,297, ,011 Total operating revenue ($000s) 1,479,059 1,734,360 1,575,806 1,379,342 MNR Total operating expenses ($000s) 1,288,655 1,564,867 1,405,166 1,260,336 MNR Operating income ($000s) 190, , , ,006 MNR Operating margin (%) Net nonoperating income ($000s) 11,587 14,242 17,321 (840) MNR Excess income ($000s) 201, , , ,166 MNR Excess margin (%) Operating EBIDA margin (%) MNR EBIDA margin (%) Net available for debt service ($000s) 274, , , ,612 MNR Maximum annual debt service ($000s)* 73,289 73,289 73,289 73,289 MNR Maximum annual debt service coverage (x) Operating lease-adjusted coverage (x) N.A JULY 20,

8 NYU Hospitals Center Financial Statistics (cont.) Liquidity and financial flexibility Unrestricted cash and investments ($000s) 402, , , ,671 MNR Unrestricted days' cash on hand Unrestricted cash/total long-term debt (%) Average age of plant (years) N.A Capital expenditures/depreciation and amortization (%) Debt and liabilities Total long-term debt ($000s) 673, , , ,685 MNR Long-term debt/capitalization (%) Contingent liabilities ($000s) 201,900 96,900 68,600 88,600 MNR Contingent liabilities/total long-term debt (%) MNR Debt burden (%) Defined benefit plan funded status (%) N.A Pro forma ratios Unrestricted days' cash on hand N/A N/A N/A N/A Unrestricted cash/total long-term debt (%) 61.5 N/A N/A N/A N/A Long-term debt/capitalization (%) 57.5 N/A N/A N/A N/A *Nine-month interim data ended May 31. Assumes $250 million series 2012A bullet payment is smoothed through N/A--Not applicable. N.A.--Not availablte. MNR--Median not reported. Related Criteria And Research USPF Criteria: Not-For-Profit Health Care, June 14, JULY 20,

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