Financial Statements and Report of Independent Certified Public Accountants

Financial Statements and Report of Independent Certified Public Accountants The Good Samaritan Hospital of Lebanon, Pennsylvania (a controlled entity of The Good Samaritan Health Services Foundation)

Contents Page Report of Independent Certified Public Accountants 3 Financial statements Balance sheets 5 Statements of operations and changes in net assets (deficiency) 7 Statements of cash flows 9 Notes to financial statements 10

Report of Independent Certified Public Accountants Board of Trustees The Good Samaritan Hospital of Lebanon, Pennsylvania Grant Thornton LLP 2001 Market Street, Suite 3100 Philadelphia, PA 19103-7080 T 215.561.4200 F 215.561.1066 www.grantthornton.com We have audited the accompanying financial statements of The Good Samaritan Hospital of Lebanon, Pennsylvania, which comprise the balance sheet as of June 30, 2013, and the related statements of operations and changes in net assets (deficiency) and cash flows for the year then ended, and the related notes to the financial statements. Management s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the 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 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

2 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Good Samaritan Hospital of Lebanon, Pennsylvania as of June 30, 2013, and the results of its operations and changes in net assets (deficiency) and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of matter As discussed in Note B21 to the financial statements, The Good Samaritan Hospital of Lebanon, Pennsylvania adopted new accounting guidance in 2013 related to the accounting for bad debts. Our opinion is not modified with respect to this matter. Other matter The financial statements of The Good Samaritan Hospital of Lebanon, Pennsylvania as of and for the year ended June 30, 2012, before the effects of the adjustments to retrospectively apply the change in accounting described in Note B21, were audited by other auditors. Those auditors expressed an unmodified opinion on those 2012 financial statements (not presented herein) in their report dated November 5, 2012. As part of our audit of the 2013 financial statements, we also audited the aforementioned adjustments to the 2012 financial statements to retrospectively apply the change in accounting described in Note B21 to the financial statements. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2012 financial statements of The Good Samaritan Hospital of Lebanon, Pennsylvania other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2012 financial statements taken as a whole. Philadelphia, Pennsylvania October 17, 2013 Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

BALANCE SHEETS (In Thousands) June 30, ASSETS 2013 2012 Current assets: Cash and cash equivalents $ 1,031 $ 2,278 Current portion of funds held by trustee 1,354 1,324 Patient accounts receivable, net of allowance for doubtful accounts of $22,574 in 2013 and $19,750 in 2012 19,079 18,638 Accounts receivable - other 1,267 1,747 Supplies 1,459 1,686 Prepaid expenses 2,448 2,851 Due from Parent and parent-controlled entities 775 162 Current portion of pledges receivable, net of allowances 656 624 Total current assets 28,069 29,310 Assets limited as to use, net of current portion: Funds held by trustee 5,741 5,723 Board-designated funds 8,021 7,480 13,762 13,203 Investments 24,678 22,372 Property, buildings, and equipment, net 63,690 69,587 Pledges receivable, net of current portion and allowances 1,722 406 Other assets 9,505 9,410 Total assets $ 141,426 $ 144,288 (Continued on next page.) 5

BALANCE SHEETS - Continued (In Thousands) June 30, LIABILITIES AND NET ASSETS (DEFICIENCY) 2013 2012 Current liabilities: Line of credit $ 3,436 $ 1,987 Current portion of long-term debt 1,540 1,446 Accounts payable 11,741 10,063 Accrued expenses 3,534 2,435 Accrued payroll and fees 6,143 6,001 Insurance liabilities 250 942 Due to Parent and parent-controlled entities 2,109 - Estimated settlements with third-party payors 1,678 4,541 Total current liabilities 30,431 27,415 Accrued retirement benefit costs 39,012 55,677 Insurance liabilities, net of current portion 3,603 3,693 Other liabilities 848 885 Long-term debt, net of current portion 61,650 63,183 Total liabilities 135,544 150,853 Net assets (deficiency): Unrestricted 1,809 (9,284) Temporarily restricted 3,385 2,047 Permanently restricted 688 672 Total net assets (deficiency) 5,882 (6,565) Total liabilities and net assets (deficiency) $ 141,426 $ 144,288 The accompanying notes are an integral part of these statements. 6

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (DEFICIENCY) (In Thousands) Year ended June 30, 2013 2012 Unrestricted net assets Revenues Net patient service revenue $ 173,675 $ 171,497 Less: Provision for doubtful accounts (14,849) (12,067) Net patient service revenue less provision for doubtful accounts 158,826 159,430 Other revenue 8,370 6,526 Unrestricted gifts and grants 1,200 540 168,396 166,496 Expenses Salaries, wages, and professional fees 68,042 66,715 Employee benefits 19,164 16,061 Supplies and other 69,741 69,937 Interest 3,904 3,904 Depreciation and amortization 9,855 9,769 170,706 166,386 (Loss) income from operations (2,310) 110 Nonoperating gains (losses): Income from investments and Board-designated funds 1,021 996 Other-than-temporary decline in fair value of investments (6) (90) Provision on receivable from Good Samaritan Physician Services, Inc. - (8,748) Gain (loss) on sale/disposition of fixed assets 44 (27) Equity earnings in physician hospital organization 28 30 Nonoperating gains (losses), net 1,087 (7,839) Deficiency in revenues and gains over expenses and losses (1,223) (7,729) (Continued on next page.) 7

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (DEFICIENCY) - Continued (In Thousands) Year ended June 30, 2013 2012 Deficiency in revenues and gains over expenses and losses $ (1,223) $ (7,729) (from previous page) Other changes in unrestricted net assets Change in unrealized gains and losses on investments 1,836 (150) Other changes in accrued retirement benefit costs 19,269 (27,652) Net assets released from restrictions - property, buildings, and equipment purchases 952 704 Transfer to Parent (9,551) - Other changes (190) (28) Increase (decrease) in unrestricted net assets 11,093 (34,855) Temporarily restricted net assets Contributions, net of provision for allowances 2,236 425 Investment income 54 53 Net assets released from restrictions - property, buildings, and equipment purchases (952) (704) Increase (decrease) in temporarily restricted net assets 1,338 (226) Permanently restricted net assets Contributions 16 - Increase in permanently restricted net assets 16 - Increase (decrease) in net assets 12,447 (35,081) Net assets (deficiency), beginning of year (6,565) 28,516 Net assets (deficiency), end of year $ 5,882 $ (6,565) The accompanying notes are an integral part of these statements. 8

STATEMENTS OF CASH FLOWS (In Thousands) Year ended June 30, 2013 2012 Cash flows from operating activities Increase (decrease) in net assets $ 12,447 $ (35,081) Adjustments to reconcile increase (decrease) in net assets to net cash provided by operating activities: Other changes in accrued retirement benefit costs (19,269) 27,652 Depreciation and amortization 9,855 9,769 Net realized and unrealized (gain) loss on investments (2,231) 240 Provision for doubtful accounts 14,849 12,067 (Gain) loss on sale/disposition of fixed assets (22) 28 Equity earnings in CHART and physician hospital organization (685) (582) Transfer to Parent 9,551 - Changes in operating assets and liabilities: Patient accounts receivable (15,290) (11,902) Accounts receivable - other 480 4,499 Supplies 227 (30) Prepaid expenses and other assets 703 (2,180) Due from parent and parent-controlled entities, net 1,496 70 Pledges receivable (1,348) 343 Accounts payable and other liabilities 1,669 5,308 Accrued expenses 1,125 (361) Accrued payroll and fees 142 164 Insurance reserves (782) 1,929 Estimated settlements with third-party payors (2,863) (277) Accrued retirement benefit costs 2,578 (2,424) Net cash provided by operating activities 12,632 9,232 Cash flows from investing activities Net purchases of investments and assets limited as to use (664) (1,101) Return of capital from CHART 248 - Purchases of property, buildings, and equipment, net (3,876) (6,079) Net cash used in investing activities (4,292) (7,180) Cash flows from financing activities Transfer to Parent (9,551) - Net proceeds (repayments) from line of credit 1,449 (714) Repayment of long-term debt (1,485) (1,469) Net cash used in financing activities (9,587) (2,183) Net decrease in cash and cash equivalents (1,247) (131) Cash and cash equivalents at beginning of year 2,278 2,409 Cash and cash equivalents at end of year $ 1,031 $ 2,278 Supplemental disclosures of cash flow information Cash paid for interest $ 3,900 $ 3,848 The accompanying notes are an integral part of these statements. 9

NOTES TO FINANCIAL STATEMENTS NOTE A - ORGANIZATION The Good Samaritan Hospital of Lebanon, Pennsylvania (the Hospital ) is a controlled entity of The Good Samaritan Health Services Foundation (the Parent ). The Parent is the sole voting member of the Hospital s Board of Trustees. The Hospital is a 196-bed, tax-exempt, nonprofit, acute care hospital located in Lebanon, Pennsylvania. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ( GAAP ) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. The most significant management estimates and assumptions related to the determination of allowance for doubtful accounts and contractual allowances for patient accounts receivable; useful lives of property, buildings, and equipment; actuarial estimates for the postretirement benefit plans; insurance liabilities; and the reported fair values of certain assets and liabilities. Actual results could differ from those estimates and assumptions. 2. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, patient accounts receivable, assets limited as to use, investments, accounts payable, estimated settlements with third-party payors and long-term debt. The carrying amounts reported in the balance sheets for cash and cash equivalents, patient accounts receivable, assets limited as to use, investments, accounts payable and estimated settlements with third-party payors approximate fair value. Management s estimates of the fair value of other financial instruments are described elsewhere in the notes to the financial statements. 3. Cash and Cash Equivalents Cash and cash equivalents include investments in highly liquid debt instruments with a maturity of three months or less when purchased and exclude assets whose use is limited by Board-designated funds, investments or funds held by trustee. At times, such amounts may be in excess of the Federal Depository Insurance Corporation limits. 10

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 4. Net Patient Service Revenue The Hospital has agreements with third-party payors, including Medicare, Medicaid, commercial insurance carriers, health maintenance organizations, and others, that provide for payments at amounts different from its established charges. Payment agreements include prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates. Net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered including estimated retroactive adjustments due to future audits, reviews and investigations. 5. Other Revenue The American Recovery and Reinvestment Act of 2009 provides for Medicare and through the Pennsylvania Department of Public Welfare for Medicaid incentive payments for eligible hospitals and professionals that implement and achieve meaningful use of certified electronic health record ( EHR ) technology. The Hospital received and recognized EHR revenues of $2,564,099 and $420,464 for the years ended, respectively. These amounts are included in other revenue in the statements of operations and changes in net assets (deficiency). The Hospital s attestation of compliance with the meaningful use criteria is subject to audit by the government or its designee. Additionally, Medicare EHR incentive payments received are subject to retrospective adjustment upon final settlement of the applicable cost report from which payments were calculated. 6. Allowance for Doubtful Accounts The Hospital establishes an allowance for doubtful accounts to report the net realizable amounts to be received from patients. Increases to this allowance are reflected as a provision for doubtful accounts in the statements of operations and changes in net assets (deficiency). The Hospital regularly performs a detailed analysis of the collectability of patient accounts receivable and considers such factors as prior collection experience and the age of the receivables to determine the appropriate allowance level. In evaluating the collectability of accounts receivable, the Hospital analyzes its past history and identifies trends for each of its major payor sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management reviews data about these major payor sources of revenue in evaluating the sufficiency of the allowance for doubtful accounts. For receivables associated with services provided to patients who have third-party coverage, the Hospital analyzes contractually due amounts and provides an allowance for doubtful accounts and a provision for bad debts, if necessary. For receivables associated with self-pay patients, the Hospital records a provision for bad debts on the basis of its past experience. The Hospital has not experienced significant changes in write-off trends. 7. Supplies Supplies are stated at the lower of cost or market. Cost is determined on the first-in, first-out method. 11

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 8. Investments, Assets Limited as to Use and Investment Income Investments in equity securities with readily determinable fair values and all investments in debt securities are measured at fair value in the balance sheets primarily by quoted market prices. Investment income or loss (including realized gains and losses and other-than-temporary losses on investments, interest, and dividends) is included in the deficiency in revenues and gains over expenses and losses, unless the income or loss is restricted by the donor. Changes in unrealized gains and losses to the extent that such losses are considered temporary are excluded from the deficiency in revenues and gains over expenses and losses. Investments and assets limited as to use are periodically reviewed for impairment conditions that indicate the occurrence of an other-than-temporary decline in value. When an other-than-temporary decline is identified, the investment s cost basis is written down to its current fair value. The Hospital recognized an other-than-temporary impairment ( OTTI ) loss on its investment portfolio of $6,000 and $90,000 for the years ended June 30, 2013 and 2012, respectively. The other-than-temporary decline in fair value of investments is a component of nonoperating gains (losses). 9. Pledges Receivable Unconditional promises to give are recorded as pledges receivable at their net present value in the year promised and are recognized as temporarily restricted or permanently restricted support as appropriate, based on donor stipulations. Conditional pledges are not recorded until the donor-imposed condition has been substantially satisfied. June 30, 2013 2012 Capital items $ 903,000 $ 516,000 Restricted to future periods for operations 2,379,000 1,395,000 Gross unconditional promises to give 3,282,000 1,911,000 Less: unamortized discount (178,000) (214,000) Less: allowance for doubtful accounts (726,000) (667,000) Amounts due in Less than one year $ 1,201,000 One to five years 1,047,000 More than five years 1,034,000 Total $ 3,282,000 $ 2,378,000 $ 1,030,000 The future expected cash flows from pledges receivable have been discounted using an average rate of 2% for both years ended. 12

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 10. Property, Buildings, and Equipment Property, buildings, and equipment are recorded at cost. Donated assets are recorded at their fair value at the date of donation. Depreciation has been provided by the straight-line method. Equipment under capitalized lease obligation is amortized using the straight-line method over the shorter period of the lease term or the estimated useful life of the leased equipment. Such amortization is included in depreciation and amortization expense in the financial statements. Maintenance and repairs are charged to expense as incurred. Betterments and major renewals are capitalized. Cost of assets sold or retired and the related accumulated depreciation are eliminated from the accruals in the year of disposal, and the resulting gain or loss is included in nonoperating gains (losses). Gifts of long-lived operating assets such as land, buildings, or equipment are reported as unrestricted support and are excluded from the deficiency in revenues and gains over expenses and losses, unless explicit donor stipulations specify how the donated assets must be used. Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted support. Absent explicit donor stipulations about how long those long-lived assets must be maintained, expirations of donor restrictions are reported when the donated or acquired long-lived assets are placed in service. 11. Bond Issue Costs Bond issue costs, representing costs of issuance, are being amortized over the outstanding life of the related bonds and are included in other assets. 12. Goodwill Goodwill resulting from a business acquisition consists of the excess of the acquisition cost over the fair value of the net tangible assets of businesses acquired at the date of acquisition. As a result of the acquisition of The Hyman S. Caplan Pavilion in 1988, the excess of the purchase price over the fair value of net assets acquired was recorded as goodwill. This intangible asset of $2,270,000 is deemed to have an indefinite life. The Hospital performs an annual impairment test to determine if any impairment has occurred. If impairment has occurred, then the Hospital is required to write down the value of the goodwill to its fair value. Management does not believe that there has been any impairment of this intangible asset as of June 30, 2013 or 2012. 13

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 13. Long-Lived Assets The Hospital continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Hospital uses an estimate of the related undiscounted operating income over the remaining life of the long-lived asset in measuring whether the long-lived asset is recoverable. The impairment loss on these assets is measured as the excess of the carrying amount of the asset over its fair value. Fair value is based on market prices where available, or discounted cash flows. At June 30, 2013, management believes that no revisions to the remaining useful lives or write-down of long-lived assets are required. 14. Insurance The Hospital is self-insured for employee health benefits, including hospitalization, dental, and vision. The selfinsurance liability is determined through management s analysis of claims filed and an estimate of claims incurred but not reported. The Hospital is a 6.5% owner of Community Hospital Alternative for Risk Transfer ( CHART ), a risk retention group domiciled in Vermont and licensed by the Vermont Insurance Department and the Hospital s professional liability insurance carrier (see Note J). As of, the Hospital s investment in CHART was $4,030,000 and $3,623,000, respectively, and is reflected as a component of other assets within the accompanying balance sheets. For the years ended, other revenue includes $657,000 and $582,000, respectively, of equity earnings related to CHART. 15. Donor-Restricted Gifts Unconditional promises to give cash and other assets are reported at fair value at the date the promise is received, which is then treated as cost. The gifts are reported as either temporarily or permanently restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the statements of operations and changes in net assets (deficiency) as net assets released from restrictions. 16. Unrestricted Net Assets Contributions and gifts which are received with no restrictions or specified uses identified by the grantors or donors are included as unrestricted revenue in the statements of operations and changes in net assets (deficiency) of the Hospital when received. Certain unrestricted net assets have been designated by the Board of Trustees for future capital expansion and other long-term projects. 14

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 17. Advertising Costs The Hospital expenses advertising costs as incurred. For the years ended, the Hospital incurred advertising costs of $1,080,000 and $1,331,000, respectively, which are included in supplies and other expenses in the accompanying statements of operations and changes in net assets (deficiency). 18. Deficiency in Revenues and Gains Over Expenses and Losses The statements of operations and changes in net assets (deficiency) include the deficiency in revenues and gains over expenses and losses. Changes in unrestricted net assets that are excluded from the deficiency in revenues and gains over expenses and losses, consistent with industry practice, include unrealized gains and losses on investments to the extent that such losses are considered temporary, permanent transfers of assets to and from affiliates for other than goods and services, contributions of long-lived assets (including assets acquired using contributions which by donor restriction were to be used for the purposes of acquiring such assets), and other changes in accrued retirement benefit costs. 19. Income Taxes The Hospital is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code. On such basis, the Hospital will not incur any liability for federal income taxes, except for possible unrelated business income. In the course of preparing the Hospital s tax returns, the Hospital evaluates tax positions taken or expected to be taken to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authorities. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as tax benefits or expenses in the current year. Management has analyzed all tax positions taken on federal, state, and local income tax returns for all open tax years and has concluded that no provision for federal income tax is required in the financial statements. There are no interest and penalties deducted in the current period and no interest and penalties accrued at June 30, 2013. As of June 30, 2013, the Hospital s tax years ended June 30, 2010, 2011 and 2012 for federal tax jurisdiction remain open to examination. 20. Reclassifications Certain reclassifications have been made to the financial statements of the prior year to conform to the currentyear presentation. 15

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 21. Recent Accounting Pronouncement In July 2011, the Financial Accounting Standards Board ( FASB ) issued authoritative guidance to provide amendments to the presentation of the statement of operations for certain health care entities and enhanced disclosure about net patient service revenue and the related allowance for doubtful accounts. These amendments require certain health care entities to present their provision for bad debts associated with patient service revenue as a deduction from patient service revenue (net of contractual allowances and discounts). These amendments also require disclosure of patient service revenue (net of contractual allowances and discounts) as well as qualitative and quantitative information about changes in the allowance for doubtful accounts. Additional health care entities are required to provide enhanced disclosure about their policies for recognizing revenue and assessing bad debts. The Hospital adopted the provisions of this guidance as of and for the year ended June 30, 2013 and retrospectively applied the presentation requirements to all periods presented. The change in presentation is reflected in the Hospital s statements of operations and changes in net assets (deficiency) and additional disclosures in Note C. NOTE C - NET PATIENT SERVICE REVENUE The Hospital has agreements with third-party payors that provide for payments at amounts different from established charges. The Hospital s inpatient acute care services and outpatient services for Medicare and Medicaid program beneficiaries are paid at prospectively determined rates per inpatient discharge or outpatient visit. These payments vary according to a patient classification system that is based on clinical, diagnostic, and other factors. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. The Hospital s Medicare and Pennsylvania Medical Assistance ( PMA ) cost reports have been audited and settled by the fiscal intermediary through June 30, 2009. In the opinion of management, adequate provision has been made for estimated settlements and potential adjustments resulting from audit and final settlements with third-party payors. Differences between the estimated and final settlements are recorded in the year of settlement. Included in net patient service revenue for 2013 is $605,000 in favorable and for 2012 is $621,000 in unfavorable third-party payor settlements relating to previous years estimates. Payments to the Hospital from the Medicare and PMA programs for inpatient hospital services are made on a prospective basis. Under these programs, payments are made at a predetermined specific rate for each discharge based on the patient s diagnosis. Direct medical education is reimbursed by Medicare based on a percentage of reasonable costs. Additional payments are received from Medicare for cases that have unusually high costs in comparison to national or statewide averages. Outpatient services are reimbursed principally on a prospective basis by Medicare except for the clinical lab, which is reimbursed on a fee schedule. PMA reimburses the Hospital for outpatient services on the basis of an established fee schedule. 16

NOTE C - NET PATIENT SERVICE REVENUE - Continued In December 2010, the Department of Public Welfare ( DPW ) received approval from CMS for the Pennsylvania state plan amendments pursuant to Pennsylvania Act 49 of 2010 that, among other things, established a new inpatient hospital fee-for-service payment system (using APR-DRG), established enhanced hospital payments through the state s Medical Assistance managed care program and secured additional matching Medicaid funds through the establishment of the Quality Care Assessment ( QCA ). In February 2011, the DPW received the approvals necessary from CMS on the final technical language for the DPW contracts with managed care organizations. The Hospital and Healthcare Association of Pennsylvania issued hospital-specific impacts of the Medicare modernization payment for fiscal years 2013 and 2012. The Hospital recognized $6,035,000 and $6,756,000 related to the Medicare modernization payments in net patient service revenue for the years ended, respectively. The Hospital also recognized other expense of $2,623,000 and $2,624,000 related to these modernization payments for the years ended, respectively. Capital BlueCross reimburses the Hospital on a prospective basis for inpatient and surgical outpatient services. Nonsurgical outpatient services are reimbursed on a percentage-of-charges basis. Revenues from the Medicare and PMA programs accounted for approximately 48% and 49% of the Hospital s net patient service revenue for the years ended, respectively. Laws and regulations governing the Medicare and PMA programs are complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. The Hospital believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and PMA programs. Patient service revenue, net of contractual allowances and discounts (but before the provision for bad debts), recognized in the period from these major payor sources based on primary insurance designation, is as follows: Year Ended June 30, 2013 Third-Party Total All Payors Self-Pay Payors Patient service revenue (net of contractual allowances and discounts) 93% 7% 100% 17

NOTE D - CHARITY CARE AND COMMUNITY SERVICE The Hospital provides services to patients who meet the criteria of its charity care policy. Criteria for charity care consider the patient s family income, number of dependents, and ability to pay. Poverty guidelines are used as a means of determining the patient s ability to pay. The Hospital maintains records to identify and monitor the level of charity care and community service it provides. These records include the amount of charges forgone based on established rates for services and supplies furnished under its charity care and community service policies, the estimated cost of those services, and the number of patients receiving services under these policies. Charges forgone for charity care which have been excluded from revenue were $7,744,000 and $8,468,000 in 2013 and 2012, respectively. The total direct and indirect amount of charity care provided, determined on the basis of cost, was $2,444,000 and $3,900,000 for the years ended, respectively. Additionally, the Hospital sponsors certain other service programs and charity services that provide substantial benefit to the broader community. These programs include services to needy populations that require special services and support, such as community service programs and charity services for the benefit of elderly programs, substance abuse, and child abuse as well as health promotion and education. The unreimbursed costs under the various community service and education programs and subsidized health services were $1,538,000 and $1,338,000 in 2013 and 2012, respectively. 18

NOTE E - ASSETS LIMITED AS TO USE AND INVESTMENTS Assets limited as to use consist of the following: June 30, 2013 2012 Funds held by trustee Cash $ 641,000 $ 637,000 Fixed income 6,454,000 6,410,000 7,095,000 7,047,000 Board-designated funds Cash 343,000 344,000 Equity securities 3,080,000 2,776,000 Fixed income 4,598,000 4,360,000 8,021,000 7,480,000 15,116,000 14,527,000 Less current portion (1,354,000) (1,324,000) Funds held by trustee are maintained for the following purpose: $ 13,762,000 $ 13,203,000 June 30, 2013 2012 Debt service reserve fund $ 5,741,000 $ 5,723,000 Debt service fund 84,000 84,000 Revenue fund 1,270,000 1,240,000 7,095,000 7,047,000 Less current portion (1,354,000) (1,324,000) $ 5,741,000 $ 5,723,000 The debt service reserve fund is available for the redemption of bonds, and the debt service fund is used for the payment of principal and interest on the bonds. The revenue funds are available for the redemption of bonds within the next twelve months. 19

NOTE E - ASSETS LIMITED AS TO USE AND INVESTMENTS - Continued Investments are as follows: June 30, 2013 2012 Equity securities $ 10,953,000 $ 9,029,000 Fixed income 13,725,000 13,343,000 $ 24,678,000 $ 22,372,000 Investment income, gains, and other-than-temporary decline in fair value of assets limited as to use and investments are comprised of the following: Year ended June 30, 2013 2012 Other revenue: Interest income $ 71,000 $ 117,000 Nonoperating gains (losses): Interest and dividend income $ 626,000 $ 647,000 Realized gains on sales of securities, net 395,000 349,000 1,021,000 996,000 Other-than-temporary decline in fair value of investments (6,000) (90,000) NOTE F - FAIR VALUE MEASUREMENTS $ 1,015,000 $ 906,000 GAAP clarifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. Additionally, it outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. GAAP also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1 - defined as observable inputs such as quoted prices in active markets; Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 - defined as unobservable inputs in which little or no market data exists; therefore, requiring an entity to develop its own assumptions. In determining fair value, the Hospital uses the market approach. The market approach utilizes prices and other relevant information generated by market transactions involving identical or comparable assets. 20

NOTE F - FAIR VALUE MEASUREMENTS - Continued The following table presents the fair value hierarchy for the Hospital s financial assets measured at fair value on a recurring basis at June 30: 2013 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 2,015,000 $ 2,015,000 $ - $ - Equity securities 14,033,000 14,033,000 - - Fixed income 24,777,000 24,777,000 - - 2012 Total assets $ 40,825,000 $ 40,825,000 $ - $ - Cash and cash equivalents $ 3,259,000 $ 3,259,000 $ - $ - Equity securities 11,805,000 11,805,000 - - Fixed income 24,113,000 24,113,000 - - Total assets $ 39,177,000 $ 39,177,000 $ - $ - NOTE G - PROPERTY, BUILDINGS, AND EQUIPMENT Estimated June 30, Useful Life 2013 2012 Land $ 1,469,000 $ 1,469,000 Land improvements 10-15 years 1,645,000 1,645,000 Buildings and fixed equipment 20-40 years 102,254,000 101,550,000 Movable equipment 3-10 years 80,505,000 81,416,000 185,873,000 186,080,000 Less accumulated depreciation and amortization (123,844,000) (117,408,000) 62,029,000 68,672,000 Construction in progress 1,661,000 915,000 $ 63,690,000 $ 69,587,000 Depreciation and amortization expense relating to property, buildings, and equipment for the years ended June 30, 2013 and 2012 amounted to $9,795,000 and $9,709,000, respectively. Capital leases are included in building and fixed equipment at a cost of $1,598,000, net of accumulated amortization of $463,000 and $423,000 at, respectively. 21

NOTE H - LONG-TERM DEBT June 30, 2013 2012 Hospital Revenue Bonds, Series of 2002, issued by the Lebanon County Good Samaritan Hospital Authority; the bonds mature serially through fiscal 2036 bearing interest rates of 5.00% to 6.00%. $ 54,385,000 $ 54,535,000 Hospital Revenue Bonds, Series of 2004, issued by the Lebanon County Good Samaritan Hospital Authority; the bonds mature serially through fiscal 2019 bearing interest rates of 4.10% to 4.75%. 8,715,000 9,955,000 Capital lease obligation, collateralized by related property with imputed interest of 6.25% 606,000 701,000 63,706,000 65,191,000 Less bond discount (605,000) (639,000) Plus bond premium 89,000 105,000 Less current portion (1,540,000) (1,474,000) $ 61,650,000 $ 63,183,000 In accordance with the bond indentures, the Hospital has granted as collateral to the Lebanon County Health Facilities Authority an interest in its gross revenues and a mortgage lien on certain Hospital property. In addition, the bond indentures require the Hospital, among other things, to generate income available for debt service each fiscal year sufficient to meet 110% of the annual debt service of its long-term debt. Income available for debt service is defined as the excess of total revenues over all operating and nonoperating expenses before the provision for depreciation, amortization, and interest. For the years ended, the Hospital was in compliance with the income available for debt service requirements. 22

NOTE H - LONG-TERM DEBT - Continued A summary of principal payments during the next five years and thereafter for the years ending June 30 is as follows: Bonds Capital lease 2014 $ 1,445,000 $ 146,000 2015 1,520,000 146,000 2016 1,585,000 146,000 2017 1,665,000 146,000 2018 200,000 146,000 Thereafter 56,685,000 355,000 $ 63,100,000 1,085,000 Less: amounts representing interest (479,000) Present value of net minimum lease payment $ 606,000 The estimated fair value of long-term debt, excluding capital leases, was $58,837,000 and $65,018,000 as of, respectively. The Hospital has available a line of credit in the amount of $5,000,000 at a rate of 4.50%, which expired on September 1, 2013. At, the amount outstanding under the line of credit was $3,436,000 and $1,987,000, respectively. NOTE I - OPERATING LEASES The Hospital leases various equipment and office space under operating lease arrangements primarily with annual terms from third parties and also with controlled entities of the Parent (see Note L). Total rent expense related to operating lease agreements was $4,104,000 and $3,783,000 for the years ended, respectively. 23

NOTE I - OPERATING LEASES - Continued The following is a schedule by year of future minimum lease payments under operating leases as of June 30, 2013, that have initial or remaining lease terms in excess of one year. Third-party leases Related-party leases 2014 $ 1,681,000 $ 84,000 2015 1,117,000 84,000 2016 291,000 84,000 2017 21,000 84,000 2018-84,000 Thereafter - 1,456,000 NOTE J - MALPRACTICE INSURANCE The Hospital is a defendant in civil actions for alleged medical malpractice. These actions are being defended by the Hospital s medical malpractice insurance carrier. In the opinion of management, the Hospital s potential liability in these actions is within the limits of its medical malpractice liability and comprehensive general liability insurance. Additionally, there are known claims and incidents that may result in the assertion of additional claims as well as potential claims from unknown incidents that may be asserted arising from services provided to patients. The Hospital carries professional liability insurance in the amounts of $500,000 per claim and $2,500,000 annual aggregate through CHART, a risk retention group domiciled in Vermont in which the Hospital holds a 6.5% equity interest. Excess limits of $500,000 per occurrence and $1,500,000 annual aggregate are provided by the Pennsylvania Medical Care Availability and Reduction of Error Fund ( MCARE Fund ). The Hospital also carries excess umbrella coverage with CHART of $10,000,000 per occurrence and $45,000,000 annual aggregate. The Hospital has retained risk for claims of $-0- to $500,000 plus pro rata expenses. As of, the Hospital s estimated liability is $980,000 and $1,015,000, respectively, for future payments of its unasserted medical malpractice claims and is included in insurance liabilities in the accompanying balance sheets. The estimated liability has been discounted at 3%. 24

NOTE J - MALPRACTICE INSURANCE - Continued Prior to May 1, 2002, the Medical Inter-Insurance Exchange ( MIIX ) provided the Hospital malpractice insurance coverage for all employees including certain Hospital-based physicians. The coverage was contracted under a claims-made basis. During 2001, the Risk Based Capital of MIIX Group, Inc. s operating subsidiary, MIIX Insurance Company ( MIC ), fell below National Association of Insurance Commissioners ( NAIC ) minimum thresholds, requiring MIC to file a corrective action plan with the New Jersey Department of Banking and Insurance ( NJDBI ) that resulted in the company entering solvent runoff. As a result of further adverse developments, MIC entered into an Order with the NJDBI on May 1, 2003 that set forth a framework for the regulatory monitoring of MIC. As of, the Hospital had one remaining claim with MIC. It is management s belief that the future settlement of this claim will not have a material effect on the Hospital s financial statements. The MCARE Act was enacted by the Pennsylvania legislature in 2002. The Act created the MCARE Fund, which replaced the Pennsylvania Medical Professional Liability Catastrophe Loss Fund ( CAT Fund ) as the statemandated funding mechanism for the payment of medical malpractice claims exceeding the primary layer of professional liability insurance carried by the Hospital and other health care providers practicing in the state. The MCARE Fund is funded on a pay as you go basis. The MCARE Fund levies health care provider surcharges, calculated as a percentage of the premiums established by the Joint Underwriting Association (also a Commonwealth of Pennsylvania agency) for basic coverage, to pay claims and administrative expenses on behalf of MCARE Fund participants. The MCARE Act legislation provides for the gradual phase-out of MCARE Fund coverage; however, this has been recently deferred by the Pennsylvania legislation and will be considered in the future. The MCARE Fund is funded on a pay as you go basis and assesses health care providers, based on a percentage of the rates established by the Joint Underwriting Association (also a Commonwealth agency) for basic coverage. The MCARE Act of 2002 provides for a further reduction to the current MCARE coverage of $500 per occurrence to $250 per occurrence and the eventual phase-out of the MCARE Fund, subject to the approval of the PA Insurance Commissioner. To date, the PA Insurance Commissioner has deferred the change in coverage and eventual phase-out of the MCARE Fund to future years. The Hospital s annual premiums for participation in the MCARE Fund were $349,000 and $266,000 for the years ended, respectively. No provision has been made for any future MCARE Fund assessments in the accompanying financial statements as the Hospital s portion of the MCARE Fund unfunded liability cannot be reasonably estimated. 25

NOTE K - TEMPORARILY AND PERMANENTLY RESTRICTED NET ASSETS Temporarily restricted net assets are those whose use by the Hospital has been limited by donors to a specific time period or purpose. Temporarily restricted net assets are available for the following purposes: June 30, 2013 2012 Equipment purchases $ 93,000 $ 576,000 Oncology center 871,000 346,000 Scholarships 43,000 47,000 Restricted due to timing 2,378,000 1,078,000 $ 3,385,000 $ 2,047,000 Permanently restricted net assets are endowments, with the income designated for the following purposes: June 30, 2013 2012 Nursing scholarships $ 320,000 $ 320,000 Employee scholarships 201,000 201,000 General 167,000 151,000 Endowments $ 688,000 $ 672,000 The FASB requires the net asset classification of donor-restricted endowment funds for a not-for-profit organization that is subject to an enacted version of the Uniform Prudent Management of Institutional Funds Act of 2006 ( UPMIFA ) and additional disclosures about an organization s endowment funds. The Hospital operates in the Commonwealth of Pennsylvania, and is not required to adopt the provisions related to UPMIFA; however, it is subject to enhanced disclosure requirements. The Hospital s Board of Trustees follows the interpretation of Commonwealth of Pennsylvania Act 141 as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds absent explicit donor stipulations to the contrary. As a result of this interpretation, the Hospital classifies as permanently restricted net assets (a) the value of gifts donated to the permanent endowment and (b) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. This is regarded as the historic dollar value of the endowed fund. Any remaining unspent earnings or net appreciation of the donor-restricted endowment funds is not classified in permanently restricted net assets and is classified as temporarily restricted net assets until those amounts are appropriated for expenditure by the Hospital in a manner consistent with the Hospital s spending policy. For investment purposes, the Hospital commingles the endowment assets in a pooled investment account established by the Hospital. 26

NOTE K - TEMPORARILY AND PERMANENTLY RESTRICTED NET ASSETS - Continued Changes in endowment assets and net assets for the years ended, respectively, are as follows: Permanently restricted Endowment assets and net assets, June 30, 2011 and 2012 $ 672,000 Contributions 16,000 Endowment assets and net assets, June 30, 2013 $ 688,000 NOTE L - RELATED PARTY TRANSACTIONS Certain members of the Board of Trustees of the Hospital are related to entities providing services to the Hospital in the ordinary course of business. The Hospital s policy states that all members of the Board of Trustees must sign a statement each year disclosing any conflict of interest that may arise and agree to abstain when any issue involving the parties with conflicting interests is called to motion. The Hospital incurred the following transactions with controlled entities of the Parent: June 30, 2013 2012 Revenue Other revenue $ 3,390,000 $ 2,797,000 Expenses Rental fees $ 1,047,000 $ 1,013,000 Purchased services 362,000 498,000 $ 1,409,000 $ 1,511,000 Routine operations for the Hospital resulted in recording receivables for services provided to and payables for services received from the controlled entities of the Parent as of. During 2013, the Hospital made a permanent net asset transfer to the Parent in the amount of $9,551,000. During 2012, the Hospital advanced funds to Good Samaritan Physician Services Inc. ( GSPS ), a parentcontrolled entity. Additionally in 2012, it was determined that collection of the related receivable was in doubt, and the Hospital reserved the entire balance of $8,748,000. 27

NOTE L - RELATED PARTY TRANSACTIONS - Continued For the year ended June 30, 2012, the Hospital received an unrestricted contribution of $500,000 from an affiliate, which is included in unrestricted gifts and grants on the statement of operations and changes in net assets (deficiency). No such contribution was received during 2013. NOTE M - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS The Hospital maintains a noncontributory defined benefit pension plan ( pension plan ) covering substantially all employees of the Hospital. The pension plan provides a pension benefit that is generally based on the years of service and the employee s compensation in certain years preceding retirement. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. The Hospital s policy is to fund annually at least the minimum amount required by the Employee Retirement Income Security Act of 1974 ( ERISA ). The Hospital also sponsors a defined benefit postretirement plan ( retirement plan ) covering employees who were age 50 or older on July 1, 1993, have a minimum of five years of vesting services, and retire directly from the Hospital after age 55. The contributory retirement plan provides hospitalization, prescription drug and vision health benefits as a supplement to Medicare coverage. Hospital contributions are fixed per retiree, with retiree contributions adjusted annually. Certain eligible retirees receive benefits with no contribution. The retirement plan is unfunded. The following table summarizes information about the plans: Pension benefits Other benefits 2013 2012 2013 2012 Change in benefit obligation Benefit obligation at beginning of year $ 114,300,000 $ 83,533,000 $ 3,221,000 $ 3,235,000 Service cost 3,384,000 2,446,000 - - Interest cost 4,566,000 4,642,000 84,000 131,000 Actuarial loss (gain) 767,000 855,000 (377,000) (183,000) Change in plan actuarial assumptions (13,877,000) 25,196,000 (73,000) 290,000 Benefits paid (2,591,000) (2,372,000) (283,000) (252,000) Benefit obligation at end of year 106,549,000 114,300,000 2,572,000 3,221,000 Change in plan assets Fair value of plan assets at beginning of year 61,550,000 56,025,000 - - Employer contributions 4,378,000 6,685,000 283,000 252,000 Actual return on plan assets 6,504,000 1,212,000 - - Benefits paid (2,591,000) (2,372,000) (283,000) (252,000) Fair value of plan assets at end of year 69,841,000 61,550,000 - - Funded status at end of year $ (36,708,000) $ (52,750,000) $ (2,572,000) $ (3,221,000) 28