cy2019 q1 quarterly disclosure

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1 UPMC Unaudited Quarterly Disclosure FOR THE PERIOD ENDED MARCH 31, 2019

2 UPMC Unaudited Quarterly Disclosure FOR THE PERIOD ENDED MARCH 31, 2019 TABLE OF CONTENTS 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Introduction to Management’s Discussion and Analysis Management’s Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Financial Highlights .2 3 Business Highlights Condensed Consolidating Statement of Operations 5 Operating Component Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 Revenue and Operating Metrics .7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Key Financial Indicators Market Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset and Liability Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Utilization Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 Outstanding Debt 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt Covenant Calculations Unaudited Interim Condensed Consolidated Financial Statements 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Review Report of Independent Auditors .19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance Sheets Statements of Operations and Changes in Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21 Statements of Cash Flows . 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Financial Statements as of March 31, 2019 and for the three month following ended March 31, 2019 and 2018 is derived from The financial data periods financial statements of UPMC The interim consolidated financial statements include all adjustments the interim consolidated normal a that UPMC considers necessary for a fair presentation of its financial position and the of consisting recurring nature derived these financial information as of December 31, 2018 is The from UPMC’s audited for periods results of operations and financial results reported herein are not necessarily indicative consolidated the results that financial statements Operating of may be expected for any future periods is being filed by UPMC for the purpose of herein with its obligations under Continuing information The contained complying into in connection with the issuance of the series of bonds listed herein and disclosure and Disclosure Agreements entered as connection banking arrangements The information contained herein is various of March 31, with compliance obligations in Assurance Certification, L L C , as Dissemination Agent, has not participated in the preparation of this Unaudited 2019 Digital accuracy not its contents and makes no representations concerning the examined and completeness of Quarterly has Disclosure, the information contained herein UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019

3 INTRODUCTION TO MANAGEMENT’S DISCUSSION AND ANALYSIS PERIOD ENDED MARCH 31, 2019 doing business the University of Pittsburgh Medical Center, is one of the world’s leading Integrated Delivery and UPMC, as serves (“IDFS”) based in Pittsburgh, Pennsylvania and primarily is residents across the Commonwealth Systems Financing UPMC Pennsylvania We also draw patients for highly specialized services from across the nation and around the world UPMC’s 40 of and more 700 clinical locations comprise one of the largest nonprofit health systems in the United States UPMC hospitals than has three major divisions: Health Services, Insurance Services, and UPMC Enterprises centers to providing the communities that our hospitals, outpatient committed and other health care facilities serve, as We are as our insurance members, with high well cost-effective health care while continuing to grow our business and execute quality, on mission to provide Life Changing Medicine As the stewards of UPMC’s community assets, we are guided by our core our in of respect and teamwork These values govern the manner excellence, which we serve our communities and values integrity, are embedded in the execution and delivery of Life Changing Medicine continues to make significant investments in equipment, technology, education and operational strategies designed UPMC is to quality at our hospitals and outpatient centers As a result of our efforts, UPMC Presbyterian Shadyside clinical improve consistently on the U.S. News & World Report Honor Roll of ranked Best Hospitals Investments in our operations and America’s continued capital improvements are expected to become increasingly important as the competitive environment of the market and changes health care nationally continue to progress and change the landscape of patient care and reimbursement We to venture new strategic acquisitions, and enter into joint make arrangements or affiliations with health care build facilities, — in each case in communities where we believe our mission can be effectively utilized to improve the overall health businesses of those communities By evolving and refining UPMC’s world-class financial processes, we focus on achieving optimal financial results that continually investment support development of our organization, as well as ongoing continued in the future of Pennsylvania We are the committed to achieving these objectives with unyielding commitments to transparency in reporting and disclosure, enterprise- wide integration, and ongoing process improvement The of this section, Management’s Discussion and Analysis (“MD&A”), is to provide a narrative explanation of our purpose the statements enhances our overall financial disclosures, to provide that context within which our financial information financial may be analyzed, and to provide information about the quality of, and potential variability of, our financial condition, results of operations and cash flows Unless indicated, all financial and statistical information otherwise herein relates to our continuing operations, included with dollar amounts expressed in thousands (except for statistical information) MD&A should be read in conjunction with the accompanying unaudited consolidated financial statements 1 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

4 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars in millions) 2019 2018 Financial Results for the Three Months Ended March 31 $ 5,057 Operating revenues $ 4,580 $ 51 $ 92 Operating income 2 0% Operating margin 1.0% 0.1% 1 Operating margin (including income tax and interest expense) 0% $ $ 4 224 Gain from investing and financing activities $ 289 $ 97 Excess of revenues over expenses $ 206 Operating EBIDA $ 245 Capital expenditures $ 235 $ 214 1.52 40 Reinvestment ratio 1 March 31, 2019 December 31, 2018 Selected Other Information as of $ 7,254 $ 6,856 Total cash and investments $ Unrestricted cash and investments $ 5,098 5,479 Unrestricted cash and investments over long-term debt $ 1,243 $ 1,059 Days of cash on hand 101 103 Days in net accounts receivable 43 39 Average age of plant 8.8 8 7 Operating for the three months ended March 31, 2019 increased $477 revenues or 10%, as compared to the three months million, ended March 31, 2018 Operating income for the three months ended March 31, 2019 decreased $41 million over the same period in the prior fiscal year Operating earnings before interest, depreciation and amortization totaled $206 million, and excess of revenues over expenses was $289 million As of March 31, 2019, UPMC had $7 3 billion of cash and investments For the three months ended March 31, 2019: • Hospital medical-surgical admissions and observation cases decreased 2% compared to the prior year Hospital outpatient revenue per workday increased 8% compared to the prior year • Physician service revenue per weekday increased 9% from the comparable period in the prior year, and • • Enrollment in UPMC’s Insurance Services grew to 3 5 million members as of March 31, 2019 UPMC’s gain from investing and financing activities, excluding UPMC Enterprises activity, for the three months ended March 31, 2019 was $257 million UPMC continues to have a long-term perspective with regard to its investment activities 2 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

5 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 BUSINESS HIGHLIGHTS On 2019, ISMETT, the UPMC-operated transplant hospital in Palermo, Italy, and the Region of Sicily signed a 10-year January 8, their longtime for managing the facility The agreement provides funding that will expand the number of renewal of partnership hospital hospital the 50 percent and affirms the region’s support for a new by to be built in Sicily adjacent to the in beds almost Research and Biotechnology Center, both of which also will be operated by UPMC The new Framework planned Biomedical an € of allocates 100 million per year from the Region of Sicily for the next 10 years Under the agreement, Agreement investment of 3 at ISMETT will increase from 78 to 114 At least number percent of the budget established by the region will be beds the 1997 training staff from other Sicilian clinical facilities Founded in June for by the Region of Sicily and UPMC, ISMETT to allocated included in was regional health system in 2012 and two years later was designated as a government-approved research hospital, the or di Ricovero e Cura a Carattere Scientifico The designation acknowledges ISMETT for its excellence in research, training, Istituto of care management of health services The proposed hospital next to the Biomedical Research and Biotechnology quality and expected Carini include 250 beds The hospital and research center are in to fuel scientific and medical excellence in Center will Italy and will provide training, in collaboration with Sicilian universities, to health care professionals in various fields southern Groundbreaking for the research center is expected later this year, with construction of the hospital expected to follow in 2020 February 1, 2019, Somerset Hospital in Somerset, Pa , affiliated with UPMC and became UPMC Somerset The affiliation allows On greater more for the Somerset facility to grow and offer a specialty services to local patients close to their homes opportunity years UPMC to invest at least $45 million over 10 committed to enhance services and upgrade facilities at UPMC Somerset has Expanding clinical programs, establishing a multi-specialty consultation program, adding a new primary care center, recruiting and retaining outstanding staff and updating information technology capabilities are among the initial investment priorities medical also has responsibility for all of Somerset Hospital’s outstanding liabilities, including its pension and benefit plan UPMC assumed obligations new of its long-time efforts to improve the health of In people of Kazakhstan, UPMC in February 2019 signed a extension an the agreement Nazarbayev University (“NU”) The advisory agreement is with NU fully integrate patient care, advisory helping and research at its hospitals and clinics, adapting UPMC’s education model in Pittsburgh The multimillion-dollar successful agreement more than six years of cooperation between Pittsburgh and NU to advance patient care in Kazakhstan since follows signed first agreement in Kazakhstan in 2012 While the UPMC of UPMC’s advisory work with NU has shifted since that its focus time, two partners remain committed to delivering health outcomes the to the most developed countries in the world comparable The latest agreement is aimed at transforming University Medical Center’s (“UMC”) health system into Kazakhstan’s first fully integrated academic center, one that is financially viable, actively engaged in research, and dedicated to training and medical medical helping As part of that effort, UPMC will help NU to pilot several academic departments UPMC also is educating staff leadership education Astana with strategic planning, UMC’s and training, collaborative clinical trials with the University of in management Pittsburgh hospital information systems, and cost tracking and UPMC, Part of NU’s integrated academic health and care system, UMC was established in 2015 based on the former three National Medical Holding clinics – the Republic Diagnostic the Center, Research Center for Maternal and Child Health and National Republican Children’s Rehabilitation Center All three the have been accredited by the Joint Commission International Nazarbayev University School of Medicine, which admitted its first the group medical students in 2015, is being developed in collaboration with of University of Pittsburgh School of Medicine, UPMC’s academic partner 3 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

6 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 March 1, UPMC Pinnacle Lancaster ceased to operate as an inpatient facility as UPMC Pinnacle finalized the transition of On 2019, acute from Lancaster to UPMC Pinnacle Lititz, a more modern Pinnacle care hospital seven miles away services UPMC inpatient is part of a comprehensive plan to ensure the continued availability of the high-quality clinical care expected of UPMC This action Lancaster-area UPMC Pinnacle maintains a strong outpatient presence in Lancaster for primary and specialty for communities Lititz while to invest in centralizing inpatient services at the services, hospital, expanding current programs and care continuing introducing new services March 14, 2019, UPMC broke ground on the On UPMC Vision and Rehabilitation Tower at UPMC Mercy, which is being new designed the many patients in the Pittsburgh region and beyond who need physical rehabilitation and those who have for investment of or vision impairment The facility, part of UPMC’s eye in specialty care hospitals, is projected to diseases the in late 2022 and will position UPMC at the global forefront of rehabilitation and ophthalmic research and care open Once constructed, 410,000-square-foot tower will house nine stories of collaborative space for clinicians, researchers, educators the and industry partners of 28, On the Western Maryland Health System (“WMHS”) Board March Directors signed a non-binding letter of intent with 2019, UPMC to pursue an affiliation agreement that would integrate WMHS into the UPMC system A full affiliation would offer Allegany County, Maryland and the surrounding areas access to enhanced healthcare services, leverage UPMC’s clinical expertise and give hospital system ability to recruit more top doctors to the area Since February 2018, WMHS and UPMC have been improved the in successfully a clinical affiliation Both parties are engaged under additional due diligence, research, and together working to work toward a definitive agreement This process is subject to discussions regulatory review and is targeted from customary completion by the end of 2019 African-American, March and Atlanta-based IBEX IT Business Experts, an UPMC woman-owned IT solutions and delivery In 2019, entered an firm, to create technology that aims to increase the use of diverse suppliers by UPMC and other health care agreement companies that adopt this solution The result of this collaboration is a user-friendly, web-based system built specifically for supplier diversity The new tool not only registers and tracks diverse suppliers and spending with such vendors, but also managers location, it to search for suppliers by key characteristics—such as simple type of ownership, or products and services makes offered—and to automate such tasks as updating needed certifications Founded in 2012, IBEX is on the Inc. 5000 List of fastest provide growing supplier diversity program is designed to UPMC’s diverse businesses equal access to procurement companies opportunities The program ensures that certified diverse businesses are provided the maximum opportunity to participate as partners and suppliers of goods and services to UPMC 4 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

7 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2019 (in millions) Insurance Health Services Services Eliminations Consolidated Revenues: $ – $ (533) $ 2,188 Net patient service revenue $ 2,721 - 2,472 Insurance enrollment revenue – 2,472 Other revenue 171 (44) 397 270 $ 2,991 $ (577) Total operating revenues $ 5,057 $ 2,643 Expenses: $ 1,680 $ 106 $ (7) $ 1,779 Salaries, professional fees and benefits Insurance claims expense – 2,233 (533) 1,700 Supplies, purchased services and general 1,201 (37) 1,372 208 148 – 155 Depreciation and amortization 7 3,029 Total operating expenses (577) 5,006 2,554 Operating income $ (38) $ 89 – $ 51 Operating margin % (1 3%) 3 4% – 1 0% Operating margin % (including income 1% 0 (2 5%) 3 1% – tax and interest expense) Operating EBIDA $ 110 $ 96 – $ 206 7% Operating EBIDA % 3 3 1% 6% – 4 Three Months Ended March 31, 2018 (in millions) Revenues: $ 2,614 – $ (508) $ 2,106 Net patient service revenue $ - 2,129 Insurance enrollment revenue – 2,129 238 122 (15) 345 Other revenue $ 2,852 $ 2,251 $ (523) $ 4,580 Total operating revenues Expenses: Salaries, professional fees and benefits $ 89 $ (4) $ 1,652 $ 1,567 – 1,904 (508) 1,396 Insurance claims expense 1,129 169 Supplies, purchased services and general 1,287 (11) Depreciation and amortization 147 6 – 153 Total operating expenses 2,168 (523) 4,488 2,843 Operating income $ 9 $ 83 – $ 92 Operating margin % 0 3% 3 7% – 2 0% Operating margin % (including income 1 0% (1 0%) 3 3% – tax and interest expense) Operating EBIDA $ 156 $ 89 – $ 245 3% Operating EBIDA % 5 5% 4 0% – 5 5 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

8 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 Health Services Health (“Health Services”) includes a comprehensive array of clinical capabilities consisting of hospitals, Services UPMC Division care (e g , woman care, behavioral health, pediatrics, cancer services, and rehabilitation lines transplantation specialty service (emergency medicine, pharmacy and laboratory) and 4,900 services), physicians with associated contract services employed included Health Services are supporting foundations and within captive insurance programs Hospital Also practices UPMC’s monitored in four distinct groups: (i) academic hospitals that activity a comprehensive array of clinical services that include is provide specialty lines listed above and serve as the primary academic and teaching centers for UPMC and are located in Pittsburgh; the service hospitals the provide core clinical services mainly to community suburban Pittsburgh, greater Erie, and the greater Altoona (ii) that certain of regional hospitals that provide core clinical services to (iii) other areas of western and central populations Pennsylvania; and (iv) pre- and post-acute care capabilities that include: UPMC HomeCare, a network of home health services, and Pennsylvania; Senior UPMC facilities of which provide a complete network of senior living capabilities in greater Pittsburgh and Communities, the Health aims also includes international ventures which counties to bring new revenue streams into UPMC’s surrounding Services specialty International currently include ISMETT, a transplant and ventures surgery hospital in Palermo, Italy, domestic operations has performed more than 2,200 transplants since its founding in 1999, a hospital system located in Ireland, a contract to that a remote consultations for patients in China and Singapore, pathology national oncology treatment and second-opinion provide research center in Kazakhstan, as well as the Advanced Radiosurgery Center of Excellence at San Pietro FBF Hospital in Rome Services revenues of $3 0 billion increased $139 million versus the prior year Operating income decreased by $47 million Health as the current year reflected higher pension expense, overall expense inflation and increased physician investment Insurance Services holds various interests in health care financing initiatives UPMC network care delivery operations that have 3 5 million and members as of March 31, 2019 UPMC Health Plan is a health maintenance organization (“HMO”) offering coverage for commercial and Medicare UPMC for You is also an HMO, which is engaged in providing coverage to Medical Assistance & Medicare members Needs Plan UPMC Health Network offers preferred provider organization (“PPO”) plan designs to serve Special beneficiaries commercial UPMC Options offers PPO plan designs to serve beneficiaries beneficiaries UPMC for Life is a Medicare Health product line offered by various companies within the Insurance Services division UPMC Work Partners provides fully Medicare workers’ and insured integrated workers’ compensation and disability services to employers Community Care compensation, Health for (“Community Care”) is a state-licensed HMO that manages the behavioral health services Behavioral Organization Medical Assistance through mandatory managed care programs in Pennsylvania year, revenues of Insurance 6 billion increased $392 million versus the prior Services driven by membership growth of over $2 100,000 Operating income increased by $6 million, driven by higher underwriting income related to the higher membership UPMC Enterprises UPMC Enterprises leverages UPMC’s integrated delivery and financing system capabilities to generate new revenue streams This is accomplished fostering new ideas for improvement in the delivery of health care, pursuing commercialization opportunities by smart leaders and developing strategic partnerships with industry of Leveraging UPMC’s long-standing reputation for technologies of and excellence, UPMC Enterprises also sponsors the translation academic basic science conducted in a research setting research to its commercial use in bedside clinical practice, application in medical laboratories, or use across emerging venues where medicine is delivered These ventures both support UPMC’s core mission and help to stimulate the economy of western Pennsylvania UPMC manages a portfolio that includes various Enterprises development initiatives and numerous operating companies product with commercially-available products and services directed toward the improvement of the delivery of health care Unlike the are Health and Insurance Services divisions, UPMC Enterprises’ results Services classified as investing and financing activity in the commercializing Statements of Operations and Changes in Net Assets, consistent with the long-term nature of developing and technology-enabled initiatives 6 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

9 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 REVENUE METRICS – HEALTH SERVICES Medical-Surgical Admissions and Observation Visits activity as measured by medical-surgical admissions and visits at UPMC’s hospitals for the three months Inpatient observation ended March 31, 2019 decreased 2% compared to the same period in 2018 For the Three Months Ended March 31 Trailing Twelve-Months 400,000 (in thousands) 2019 2018 Change 364,854 362,751 362,074 (4%) 30.9 Academic 3 32 353,378 350,000 335,087 21.5 22 (3%) Community 2 317,809 301,047 37 2 0% 37.2 Regional 300,000 290,652 91 (2%) Total 89.6 7 250,000 Dec-18 Mar-18 Jun-18 Sep-18 Sep-17 Mar-19 Jun-17 Dec-17 QUARTER ENDING Outpatient Revenue per Workday per revenue average by measured as 2019 31, March ended months activity for the three UPMC’s outpatient increased workday same to period in 2018 Hospital outpatient the activity is measured on an equivalent workday (“EWD”) compared 8% to basis adjust for weekend and holiday hours Quarterly Average For the Three Months Ended March 31 (in millions) (in thousands) 2018* Change 2019 $15 $14.3 $13.8 $14.9 $13.4 $14.5 5,816 7% $ 5,411 Academic $ $12 Community 2,078 3% 2,137 $10.6 $10.0 $11.1 Regional 5,904 11% 6,545 $9 Sep-18 Mar-19 Jun-17 Sep-17 Dec-18 Dec-17 Mar-18 Jun-18 8% Total $ 14,498 $13,393 QUARTER ENDING * Adjustments to prior year methodology to conform to current year. 7 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

10 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 REVENUE METRICS – HEALTH SERVICES (CONTINUED) Physician Service Revenue per Weekday physician activity for the three months ended March 31, by as measured UPMC’s average revenue per weekday increased 9% 2019 from the comparable period in 2018 Physician services activity is measured on a weekday basis Quarterly Average (in millions) For the Three Months Ended March 31 (in thousands) 2018 Change 2019 $8.0 $7.0 Academic 3,623 $ 3,326 9% $ $6.8 $7.0 $6.5 $6.4 $6.4 $6.3 Community 1,622 5% 1,704 $5.9 $6.0 $5.7 Regional 1,482 12% 1,659 $5.0 Jun-17 Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Mar-19 Dec-18 $ 6,430 Total $ 6,986 9% QUARTER ENDING Sources of Patient Service Revenue price gross patient service revenues, before explicit and implicit derived concessions, of The UPMC are payers third-party from services such by covered patients to provides it payers the for UPMC pay or reimburse which the include Third-party payers Blue federal Medicare Program, Shield Blue Cross federal Highmark (“Medicaid”), Program Assistance Medical state and the provider organizations The (“Highmark”) and other third-party insurers such as health maintenance organizations and preferred following table is a summary of the percentage of the subsidiary hospitals’ gross patient service revenue by payer Three Months Ended March 31 2019 2018 Medicare 48% 46% 18% Medicaid 17% 15% 15% UPMC Insurance Services Commercial National Insurers Commercial 7% 7% Highmark Commercial 6% 7% Other 7% 7% Total 100% 100% 8 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

11 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 OPERATING METRICS - INSURANCE SERVICES Membership Membership in the UPMC Insurance Services Division increased to 3,498,195 as the versus increase 3% a 2019, 31, March of same period in the prior year 3,500,000 3,498,195 3,403,940 3,395,993 3,396,531 3,394,448 3,238,840 3,250,000 3,171,135 3,256,464 3,000,000 Sep-17 Jun-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Dec-17 QUARTER ENDING Mar 31, 2018 As of Mar 31, 2019 775,744 720,143 Commercial Health 190,745 Medicare 176,656 421,493 Medicaid 425,228 Sub-Total Physical Health Products 1,387,982 1,322,027 Community HealthChoices 73,371 42,517 Behavioral Health 985,133 1,005,357 Sub-Total Health Products 2,446,486 2,369,901 571,646 535,455 Work Partners and Life Solutions 394,961 379,326 Ancillary Products 85,102 111,311 Evolent 3,395,993 Total Membership 3,498,195 Healthcare Spending Ratio UPMC Insurance Services Medical Expense Ratio remained stable as medical expenses trended consistently with premiums Trailing Twelve-Months 100% 95% 90% 87.5 87.1 87.0 86.9 86.7 86.5 86.3 86.3 85% 80% Mar-19 Sep-17 Dec-18 Sep-18 Jun-18 Mar-18 Dec-17 Jun-17 QUARTER ENDING 9 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

12 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 KEY FINANCIAL INDICATORS (Dollars in millions) Operating Earnings before Interest, Depreciation and Amortization decreased months three the to compared as 16% 2019 31, March ended months three 31, March ended Operating EBIDA for the 2018, as higher income from the Insurance Services division was more than offset by results from the Health Services division Trailing Twelve Months EBIDA For the Three Months Ended March 31 $1,000 2019 2018 Change $885 $862 $835 $790 $789 $755 $800 $751 $732 Operating Income $ 92 (45%) $ 51 $600 Depreciation and $400 153 1% 155 Amortization $200 $ 245 Operating EBIDA $ 206 (16%) $0 Dec-18 Jun-17 Mar-19 Sep-18 Jun-18 Mar-18 Dec-17 Sep-17 FOUR QUARTERS ENDING Unrestricted Cash and Investments Over Long Term Debt Unrestricted cash over long term debt increased by $184 million as compared to December 2018 $2,500 $2,115 $2,000 $1,904 $1,725 $1,771 $1,500 $1,500 $1,471 $1,243 $1,059 $1,000 Sep-18 Dec-18 Mar-19 Jun-17 Dec-17 Mar-18 Sep-17 Jun-18 QUARTER ENDING Days in Net Accounts Receivable Accounts Receivable continue to be lower than industry averages due to UPMC’s rigorous procedures in Consolidated Days in typically driven state area Days in Accounts Receivable fluctuations are this Pennsylvania’s by the timing of payment from the of Medicaid program 50 Days 2019 By Receivable 44 Mar 31, Dec 31, 43 Balance 42 41 2018 2019 39 40 39 Patient AR 46 42 $ 1,128 36 34 39 Other AR 39 1,252 30 Sep-18 Mar-19 Jun-17 Sep-17 Dec-17 Mar-18 Jun-18 Dec-18 39 42 $ 2,380 Consolidated QUARTER ENDING 10 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

13 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 Market Share share chart below shows the change in UPMC’s estimated inpatient market of for the first three quarters The calendar years 2017 (1) This is the most recent market share data currently available and 2018 by service area UPMC INPATIENT MEDICAL-SURGICAL MARKET SHARE (2) AS OF SEPTEMBER 30 80% 2018 2017 70% 60% 60% 59% 50% 40% 43% 42% 30% 27% MARKET SHARE 26% 20% 10% 0% Allegheny County Central PA (19-County) Western PA (29-County) (1) UPMC’s three service areas are (1) Allegheny County, (2) a 29-county region including Allegheny, Armstrong, Beaver, Bedford, Blair, Butler, Cambria, Cameron, Centre, Clarion, Clearfield, Crawford, Elk, Erie, Fayette, Forest, Greene, Huntingdon, Indiana, Jefferson, Lawrence, McKean, Mercer, Potter, Somerset, Venango, Warren, Washington, and Westmoreland counties., (3) a 19-county region including Adams, Clinton, Columbia, Cumberland, Dauphin, Franklin, Fulton, Juniata, Lancaster, Lebanon, Lycoming, Mifflin, Montour, Northumberland, Perry, Snyder, Tioga, Union, and York counties. (2) Excludes psychiatry and substance abuse discharges. 11 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

14 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 ASSET AND LIABILITY MANAGEMENT During months ended March 31, 2019, UPMC’s investment portfolio returned 5 8% As of March 31, 2019, UPMC utilized the three managers external including 49 traditional managers, nine hedge fund managers and 83 private capital ongoing investment 141 is also invested with an additional 85 legacy private capital and hedge managers managers UPMC’s investment UPMC fund has long-term perspective and has generated annualized returns of 3 1%, a 8% and 5 8% for the trailing one-, three- and portfolio 7 five-year periods As of March 31, 2019, 67% of UPMC’s investment portfolio could be liquidated within three days annualized UPMC’s of capital during the period was 3 41% This cost of capital includes the accrual of interest payments, cost ongoing amortization costs and original issue discount or premium, the financing costs of variable rate debt and the cash the of impact of derivative contracts As of March 31, 2019, flow interest rates on UPMC’s long-term debt were approximately 70% the fixed 30% variable after giving effect to derivative contracts and interest cost for the variable rate debt for the Annualized period averaged 2 41% The annualized interest cost for the fixed rate debt was 3 75% UPMC’s primary credit facility, which expires in 2024, has a borrowing limit of $600 million As of March 31, 2019, UPMC had approximately $79 million in January of fund outstanding under the credit facility leaving $521 million available to letters operating and capital needs, of which credit $190 million was drawn 15 credit UPMC of $19 million (increased to $150 million from May has to August 14 on an annual basis) and $50 million facilities with expiration dates in April 2022 Both of these credit facilities support the Insurance Services Division As of March 31, 2019, there were no draws on either credit facility The table below compares reported Investing and Financing Activity for the three months ended March 31, 2019 and 2018 by type Investing and Financing Activity by Type 2019 2018 Three Months Ended March 31 (in thousands) $ 99,252 Realized gains $ 65,638 Interest and dividends, net of fees 20,650 22,684 $ 119,902 $ 88,322 Realized investment revenue Unrealized gains (losses) on derivative contracts 1,494 (116) Other unrealized gains (losses) 176,238 (43,092) Investment revenue $ 297,634 $ 45,114 Interest expense (40,874) (41,386) UPMC Enterprises activity (32,512) 244 Gain from investing and financing activities $ 224,248 $ 3,972 12 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

15 MANAGEMENT’S DISCUSSION & ANALYSIS PERIOD ENDED MARCH 31, 2019 Sources and Uses of Cash UPMC’s of operating cash is the collection of revenues and related accounts receivable As of March 31, 2019, primary source to approximately million of cash and cash equivalents on hand $392 fund operations and capital expenditures, and UPMC had availability under the primary credit facility was $521 million to fund operating borrowing capital needs, of which $190 million and was drawn compared EBIDA million for the three months ended March 31, 2019, $206 to $245 million for the three months Operating was ended 31, 2018 Net cash provided by operating activities decreased to $147 million in the three months ended March 31, March 2019 compared to $641 million provided by operating activities in the three months ended March 31, 2018 Key sources and uses of cash from investing activities for the three month period ended March 31, 2019 include capital expenditures million, as well as $10 million to acquire ownership interests in and fund businesses Major capital projects $235 of included and improvements at UPMC Pinnacle, UPMC Hamot construction UPMC Mercy as well as ongoing expansion and and improvement across the entirety of UPMC Major information services projects included enhancements that are advancing that UPMC’s centric computing environment, technology infrastructure clinician supports UPMC’s diversified digital leading environment, investments in enterprise data analytics and other technologies that are transforming the consumer experience across the spectrum of health care 13 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

16 UTILIZATION STATISTICS PERIOD ENDED MARCH 31, 2019 sub-acute table consolidated statistical indicators of medical-surgical, psychiatric, selected and rehabilitation presents following The patient activity for the three months ended March 31, 2019 and 2018 Three Months Ended March 31 2019 2018 8,496 Licensed Beds 8,641 BEDS IN SERVICE 4,767 4,819 Medical-Surgical Psychiatric 434 418 Rehabilitation 256 262 1,430 1,392 Skilled Nursing 6,871 Total Beds in Service 6,907 PATIENT DAYS 329,447 337,137 Medical-Surgical Psychiatric 35,584 31,964 Rehabilitation 19,690 20,129 110,834 110,770 Skilled Nursing 491,935 503,620 Total Patient Days Average Daily Census 5,466 5,596 36,774 33,717 Observation Days 409 375 Obs Average Daily Census ADMISSIONS AND OBSERVATION CASES Medical-Surgical 65,405 67,864 Observation Cases 24,174 23,818 89,579 91,682 Subtotal 3,048 Psychiatric 3,035 Rehabilitation 1,290 1,384 Skilled Nursing 1,237 1,338 95,141 Total Admissions and Observation Cases 97,452 Overall Occupancy 86% 85% AVERAGE LENGTH OF STAY Medical-Surgical 5.0 0 5 Psychiatric 10.5 11 7 Rehabilitation 15.3 14 5 Skilled Nursing 89.6 82 8 6.9 6 8 Overall Average Length of Stay Emergency Room Visits 286,147 274,996 TRANSPLANTS (DOMESTIC) Liver 29 28 Kidney 60 63 All Other 76 83 Total 172 167 OTHER POST-ACUTE METRICS Home Health Visits 200,887 185,406 Hospice Care Days 63,258 50,442 159,175 Outpatient Rehab Visits (CRS) 161,274 14 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

17 OUTSTANDING DEBT PERIOD ENDED MARCH 31, 2019 (IN THOUSANDS) Amount Outstanding Series Issuer Original Borrower UPMC Health System $ 43,565 1997B Allegheny County Hospital Development Authority UPMC 2007A 60,364 64,643 2007B UPMC 77,935 UPMC 2008 Notes 316,108 UPMC 2009A 81,581 UPMC 2010A 2010B 98,130 UPMC 50,000 UPMC 2010C 150,000 2010D UPMC UPMC 2010F 95,000 2011A 77,872 UPMC UPMC 2017D 499,649 UPMC 2012 321,773 Monroeville Finance Authority 60,280 2013B UPMC UPMC 47,506 2014B UPMC 2015A Note 66,047 114,747 2013A UPMC Pennsylvania Economic Development Financing Authority 2014A 295,256 UPMC 2015B UPMC 122,283 UPMC 2016 251,817 2017A 454,715 UPMC 2017C 134,562 UPMC Hamot Health Foundation 2010A 9,874 Erie County Hospital Authority Hamot Health Foundation 2010C 500 210,120 UPMC 2010E Pennsylvania Higher Educational Facilities Authority 2009 141,753 Susquehanna Health System Lycoming County Authority 2011 The Williamsport Hospital 14,306 Laurel Health System 2010 7,320 Tioga County Industrial Development Authority Laurel Health System 2011 5,676 2009A Pinnacle Health System 55,108 Dauphin County General Authority 2012A Pinnacle Health System 137,092 Pinnacle Health System 2016A 107,935 2016B 89,255 Pinnacle Health System Hanover Hospital 2013 9,911 General Authority of Southcentral Pennsylvania Hanover Hospital 2015 24,025 UPMC 22,993 2018A Potter County Hospital Authority 1,438 Somerset Hospital 2009A Somerset County Hospital Authority Somerset Hospital 18,000 2015A UPMC 2011B 99,657 None UPMC 2017B 97,315 UPMC 455 2018B Susquehanna Health Innovation Center New Market Tax Credit 17,124 Hanover Hospital ACNB Note 112 Somerset Hospital 2013 1,751 UPMC Swap Liabilities 6,193 Various - Financing Leases and Loans 118,286 Total $ 4,680,032 Source: UPMC Records Includes original issue discount and premium, Deferred Financing Costs, and other. 15 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

18 DEBT COVENANT CALCULATIONS PERIOD ENDED MARCH 31, 2019 DEBT SERVICE COVERAGE RATIO (Dollars in Thousands) Trailing Twelve-Month Period Ended March 31, 2019 Net Income $ (98,931) ADJUSTED BY: 1 210,291 Net Unrealized Losses from Period 1 627,122 Depreciation and Amortization 1 61,679 Inherent Contribution 2 (29,344) Realized Investment Impairments 159,680 Interest Expense $ 930,497 Revenues Available for Debt Service Historical Debt Service Requirements – 2007 MTI $ 358,776 Debt Service Coverage Ratio – 2007 MTI 2 59X Historical Debt Service Requirements – All Debt and Financing Leases $ 392,698 Debt Service Coverage Ratio – All Debt and Financing Leases 2 37X LIQUIDITY RATIO AS OF MARCH 31, 2019 Unrestricted Cash and Investments $ 5,479,422 Master Trust Indenture Debt $ 4,416,973 Unrestricted Cash to MTI Debt 1.24 (1) Non-Cash. (2) Reflects ultimate realization of previously impaired cost-based investments. hereby certify to the best of my knowledge that, as I March 31, 2019 , UPMC is in compliance with the applicable covenants of contained in the financing documents for the bonds listed on the cover hereof and all applicable bank lines of credit and no Event of Default (as defined in any related financing document) has occurred and is continuing C Talbot Heppenstall, Jr Treasurer UPMC 16 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

19 Unaudited Interim Condensed Consolidated Financial Statements FOR THE PERIOD ENDED MARCH 31, 2019 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 | 17

20 REVIEW REPORT OF INDEPENDENT AUDITORS The Board of Directors UPMC Pittsburgh, Pennsylvania reviewed the condensed consolidated financial information of have which comprise the condensed consolidated We UPMC, sheet as of March 31, 2019, and the related condensed consolidated statements of operations and changes in net assets balance and cash flows for the three-month periods ended March 31, 2019 and 2018 Management’s Responsibility for the Financial Information U S responsible for the preparation and fair presentation of the condensed financial information in conformity Management is with generally accounting principles; this includes the design, accepted and maintenance of internal control sufficient implementation to provide a reasonable basis for the preparation and fair presentation of interim financial information in conformity with U S generally accepted accounting principles Auditor’s Responsibility standards responsibility to conduct our review in accordance with Our is generally accepted in the United States applicable auditing to reviews of interim financial information A review of interim financial information consists principally of applying analytical accounting procedures making inquiries of persons responsible for financial and and matters It is substantially less in scope than standards an audit conducted in accordance with auditing generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial information Accordingly, we do not express such an opinion Conclusion be on we are not aware of any material modifications that should review, made to the condensed consolidated financial Based our information referred to above for it to be in conformity with U S generally accepted accounting principles Report on Condensed Consolidated Balance Sheet as of December 31, 2018 have previously audited, in accordance with the We standards of the Public Company Accounting Oversight Board (United auditing States) in accordance with auditing standards generally accepted in and United States of America, the consolidated balance the sheet of UPMC as of December 31, 2018, and the related consolidated statements of operations and changes in net assets and cash expressed flows year then ended (not presented herein); and we the an unqualified audit opinion on those audited consolidated for financial statements in our report dated February 26, 2019 In our opinion, the accompanying condensed consolidated balance all sheet UPMC as of December 31, 2018, is consistent, in of material respects, with the consolidated balance sheet from which it has been derived Pittsburgh, Pennsylvania May 2, 2019 18 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

21 CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) As of March 31 December 31 2019 2018 CURRENT ASSETS $ 391,865 $ 277,324 Cash and cash equivalents Patient accounts receivable 1,128,372 1,060,365 Other receivables 1,251,712 1,076,317 Securities lending collateral 52,242 171,657 Other current assets 361,233 358,100 Total current assets 3,185,424 2,943,763 Board-designated, restricted, trusteed and other investments 6,861,848 6,578,930 Beneficial interests in foundations and trusts 499,957 499,726 Net property, buildings and equipment 5,423,103 5,334,051 Operating lease right-of-use assets 1,069,904 – Other assets 480,495 482,246 Total assets $ 17,520,500 $ 15,838,947 CURRENT LIABILITIES Accounts payable and accrued expenses $ $ 604,186 615,578 Accrued salaries and related benefits 837,112 720,756 636,566 Current portion of insurance reserves 696,686 Payable under securities lending agreement 52,242 171,657 Current portion of long-term obligations 462,273 462,147 729,928 472,059 Other current liabilities 3,393,819 3,067,371 Total current liabilities Long-term obligations 4,217,759 4,245,409 Pension liability 114,178 146,746 Long-term insurance reserves 346,938 335,527 Operating lease noncurrent liabilities – 1,012,372 Other noncurrent liabilities 376,437 341,407 Total liabilities 9,494,071 8,103,892 Net assets without donor restrictions 6,961,465 6,678,826 Net assets with donor restrictions 1,064,964 1,056,229 Total net assets 8,026,429 7,735,055 15,838,947 Total liabilities and net assets $ 17,520,500 $ See accompanying notes 19 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

22 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (UNAUDITED) (IN THOUSANDS) Three Months Ended Mar 31 2018 2019 NET ASSETS WITHOUT DONOR RESTRICTIONS Net patient service revenue $ 2,106,397 $ 2,188,353 2,128,865 Insurance enrollment revenue 2,471,548 396,674 Other revenue 344,576 4,579,838 5,056,575 Total operating revenues Expenses: Salaries, professional fees and employee benefits 1,778,480 1,651,967 1,699,842 1,395,524 Insurance claims expense 1,372,080 Supplies, purchased services and general 1,287,674 152,935 Depreciation and amortization 155,669 Total operating expenses 5,006,071 4,488,100 Operating income 50,504 91,738 16,666 5,990 Inherent contribution (2,659) (4,280) Income tax expense $ 64,511 $ 93,448 After-tax income Investing and financing activities: Investment revenue 45,114 297,634 Interest expense (40,874) (41,386) UPMC Enterprises activity: 16,856 Portfolio company revenue 34,751 (49,368) Portfolio company and development expense (34,507) Gain from investing and financing activities 224,248 3,972 288,759 Excess of revenues over expenses 97,420 Other changes in net assets without donor restrictions 23,818 (6,120) 282,639 Change in net assets without donor restrictions 121,238 NET ASSETS WITH DONOR RESTRICTIONS Contributions and other changes 6,157 858 Net realized and unrealized gains on restricted investments 6,207 12,738 Restricted net assets acquired – 1,525 Assets released from restriction for operations and capital purchases (4,923) (10,968) Change in beneficial interests in foundations and trusts (231) 6,384 Change in net assets with donor restrictions 9,012 8,735 Change in net assets 291,374 130,250 Cumulative effect of change in accounting principle – 218,800 Net assets, beginning of period 7,735,055 7,925,116 $ Net assets, end of period $ 8,026,429 8,274,166 See accompanying notes 20 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

23 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Three Months Ended March 31 2019 2018 OPERATING ACTIVITIES $ 291,374 Change in total net assets $ 130,250 Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation and amortization 155,669 152,935 Change in beneficial interest in foundations and trusts 231 (6,384) Restricted contributions and investment revenue (12,364) (13,596) Restricted net assets acquired through affiliations (1,525) – (176,238) 43,092 Unrealized (gains) losses on investments (99,252) (65,638) Realized gains on investments Net change in non-alternative investments (13,924) 73,607 Inherent contribution (16,666) (5,990) Changes in operating assets and liabilities: (235,402) (54,892) Accounts receivable Other current assets 120,121 (18,225) Accounts payable and accrued liabilities 104,968 15,962 Insurance reserves 71,531 80,080 275,739 Other current liabilities (51,546) Other noncurrent assets and liabilities (15,914) 34,375 25,852 Other operating changes (707) Net cash provided by operating activities 146,915 640,608 INVESTING ACTIVITIES Purchase of property and equipment (net of disposals) (232,694) (214,405) (10,000) (8,000) UPMC Enterprises investments in joint ventures 21,272 Cash acquired through affiliations – (14,847) (9,478) Net change in investments designated as nontrading Net change in alternative investments (17,148) 29,837 Net change in other assets 17,641 22,140 Net cash used in investing activities (188,791) (226,891) FINANCING ACTIVITIES Repayments of long-term obligations (44,830) (47,704) 191,757 26,016 Borrowings of long-term obligations 12,364 13,596 Restricted contributions and investment income Net cash provided by (used in) financing activities 156,417 (5,218) Net change in cash and cash equivalents 114,541 408,499 Cash and cash equivalents, beginning of period 529,631 277,324 Cash and cash equivalents, end of period $ 391,865 $ 938,130 SUPPLEMENTAL INFORMATION – $ Finance lease obligations incurred to acquire assets $ 2,739 21 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

24 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) 1. BASIS OF PRESENTATION is nonprofit corporation and is exempt from federal income tax pursuant to Section 501(a) of the Internal a UPMC Pennsylvania “Code”) as organization described in Section 501(c)(3) of the Code Headquartered in Pittsburgh, Code Revenue (the an of systems world’s leading integrated delivery and financing one UPMC comprises nonprofit and for- Pennsylvania, UPMC is the affiliated and services, including health insurance products Closely health-care-related with the offering entities profit medical (“University”) and with shared academic and research objectives, UPMC partners with the University’s University of Pittsburgh Health to the deliver outstanding patient care, train tomorrow’s health care specialists and biomedical Schools of Sciences scientists, and conduct groundbreaking research on the causes and course of disease accordance financial statements have been prepared in consolidated with generally accepted accompanying interim unaudited The the United States (“GAAP”) for interim financial information Accordingly, they accounting not include all of the principles in do footnotes by GAAP for complete financial statements In required opinion of management, all adjustments and information the for a fair presentation have been included considered are of a normal and recurring nature The accompanying necessary and interim consolidated financial statements include the accounts of UPMC and its subsidiaries Intercompany unaudited condensed transactions accounts in consolidation For further information, refer to the audited consolidated financial are and eliminated statements and notes thereto as of and for the twelve month period ended December 31, 2018 2. NEW ACCOUNTING PRONOUNCEMENTS February FASB issued ASU No 2016-02, Leases , which consists of In comprehensive lease accounting standard Under a 2016, the on assets liabilities arising from most leases will be recognized and the balance sheet and enhanced disclosures standard, the new quantitative and qualitative information about leasing arrangements will be on Leases will be classified as either key required or and the lease classification will determine whether expense is recognized on a straight-line basis (operating operating financing, based was an effective interest method (financing leases) The new standard or effective for interim and annual periods leases) on expedients January and UPMC has applied the transitional package of practical 2019, allowed by the standard relating to the on 1, classification and initial direct costs of leases commencing before the effective date; however, UPMC did not elect identification, hindsight the expedient UPMC has made an accounting policy election to not apply recognition requirements transitional practical guidance of leases In July 2018, the FASB issued ASU No 2018-11, Leases: Targeted Improvements, which to the short-term transition new that allows entities to initially apply the optional lease standard at the adoption date and provides an method the adjustment the opening balance of retained earnings in to period of adoption while comparative a recognize cumulative-effect will continue to be in accordance with periods ASC 840 UPMC is using the optional transition method to apply presented current lease as of January 1, 2019 After adoption, UPMC recognized assets and liabilities of approximately $1,200,000 as of the standard the transition date Refer to footnote 8 for additional disclosures March the In issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement FASB 2017, component This guidance requires the of the service cost new from the other components of net Benefit Cost disaggregation cost The service cost component of net benefit cost is to be reported in the same line item on the consolidated statement benefit operations of compensation costs arising from services rendered by the pertinent employees, while the other components as other operations benefit to be presented in the consolidated statement of are separately, outside a subtotal of operating net cost of amendments also provide explicit guidance to allow only the service cost income of net benefit cost to be eligible The component capitalization adoption of the change in presentation of net benefit The in the consolidated statement of operations is to for cost applied retrospectively, and the change in capitalization for only service cost applied prospectively The guidance allows a be retirement expedient the use of the amounts disclosed in the permits benefits footnote for the prior comparative that practical as the estimation basis for applying the retrospective presentation requirements UPMC will adopt for the year ending periods impact 31, and interim periods in the subsequent year The 2019 of adopting ASU 2017-07, when applied retrospectively December 22 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

25 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) three the March 31, 2019, will increase salaries, professional fees and employee benefits on the consolidated months to ended and changes net assets presented herein by $6,709, with a corresponding decrease to operating of statements operations in other 2019, gains As a result, for the three months ended March 31, to operating income will income and increase non-operating The non-operating will be $6,709 upon retrospective adoption of ASU 2017-07 other adoption will have no be $43,795 and gains impact on excess of revenues over expenses or net assets 3. REVENUE Net Patient Service Revenue service amount is reported at the patient that reflects the consideration to which UPMC expects to be entitled UPMC’s net revenue payers providing These amounts are due from patients, third-party care (including health insurers and for patient in exchange others and include an estimate of variable consideration for government revenue adjustments due to programs), and retroactive audits, and investigations Generally, UPMC bills the patients and reviews, payers several days after the of settlement third-party services and/or the patient is discharged from the facility Revenue is recognized as performance obligations are are performed Performance are determined based on the nature of the services provided by UPMC Revenue for performance satisfied obligations over time recognized based on actual charges incurred in relation to total expected (or actual) charges obligations satisfied is services this provides a reasonable representation of the transfer of that over the term of the performance believes UPMC method on the inputs needed to satisfy the obligation Generally, performance obligations satisfied over time relate to obligation based UPMC obligation the performance services from admission into the hospital to the point when it is no longer inpatient measures provide discharge to that patient, which is generally at the time of to Revenue for performance obligations required services UPMC a in at is recognized when goods or services are provided and point does not believe it is required to provide satisfied time additional goods or services to the patient majority of UPMC’s services are rendered to patients with third party coverage Reimbursement under these programs for The payers all on a combination of prospectively determined rates, discounted charges and historical costs Amounts is based Medicare and Assistance programs are subject to review and final determination by program received under Medical agents also the contracts UPMC has with commercial payers their provide for retroactive audit and review intermediaries and or amounts with payers typically provide for payments at third-party less than established charges Agreements of claims who are covered by third-party payers are responsible for related deductibles and coinsurance, which vary in Generally patients also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or amount UPMC with standard estimates the transaction price for patients UPMC deductibles and coinsurance and from from charges law, are uninsured based on historical experience and current market those The initial estimate of the transaction who conditions is by reducing the standard charge by any determined adjustments, discounts, and implicit price concessions price contractual changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue Subsequent the in the change and are accrued on an estimated basis in the period the related services are rendered and adjusted period of periods a final settlements are determined Adjustments arising from future change in the transaction price were not in as significant in the three months ended March 31, 2019 or 2018 ability Consistent care is provided to patients regardless of their UPMC’s to pay UPMC has determined it has with mission, implicit price concessions to uninsured patients and patients with other uninsured balances (for example, copays and provided price The concessions included in estimating the transaction price represent the difference between amounts implicit deductibles) to patients and the amounts UPMC expects to collect based on its collection history with those patients Patients who meet billed less criteria charity care are provided care without charge or at amounts for than established rates and UPMC has UPMC’s determined it has provided an implicit price concession Price concessions including charity care are not reported as revenue 23 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

26 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) of composition service revenue for the three months ended March 31, 2019 and 2018, primarily resulting from net The patient patients in the western Pennsylvania region, are as follows: 2018 Three Months Ended March 31 2019 39% Medicare 41% Commercial 38% 36% Medicaid 15% 15% 8% 8% Self-pay/other 100% 100% the Laws and Medical Assistance programs are extremely complex and subject to interpretation and regulations governing Medicare laws and regulations is subject to government review and interpretation Compliance well as significant regulatory with such as fines, and exclusion from Medicare and Medical Assistance programs As a result, there is at least a action including penalties, reasonable possibility that the recorded estimates may change Insurance Enrollment Revenue on “Health Plans”) provide health care services subsidiaries a prepaid basis under various contracts insurance (collectively, UPMC’s revenues are recognized as income in the period in which enrollees are Insurance to receive health care services, enrollment entitled represents performance obligation Health care premium payments received from UPMC’s members in advance of the which the service period are recorded as unearned revenues enrollment commercial, Medicare, Medicaid and behavioral health contracts Laws and regulations revenues Insurance include believes and Medicare are complex and subject to interpretation UPMC Medicaid that it is in compliance the governing programs applicable laws and regulations and is not aware of any pending or threatened with involving allegations of all investigations wrongdoing with such laws and regulations can be subject to government review and interpretation as well potential Compliance result, regulatory significant fines, penalties, and exclusion from the programs As a action, there is at least a reasonable as including possibility that recorded estimates will change Other Revenue other revenue consists of various contracts related to its Health Services and Insurance Services divisions These contracts UPMC’s in vary in performance obligations In evaluating these contracts for compliance with ASU 2014-09, there were no changes duration and nature, to extent of revenues previously recognized or how revenues are recognized prospectively Revenues are recognized timing or the collections obligations within the individual contracts are satisfied and identified can be reasonably assured when performance the 4. FAIR VALUE MEASUREMENTS March 31, 2019, UPMC held certain assets that are required As be measured at fair value on a recurring basis These include of to and equivalents and certain board-designated, restricted, trusteed, and other investments and derivative instruments cash cash equity UPMC’s of are measured using either the cost or alternative method of accounting and are therefore Certain investments from the fair value hierarchy tables presented herein The valuation techniques used to measure fair value are based upon excluded and observable Observable inputs reflect market data obtained from independent sources, while unobservable unobservable inputs which generally by are activity The three-tier fair value hierarchy, unsupported prioritizes the inputs used in inputs market measuring fair value, includes: Level 1: Quoted prices for identical assets or liabilities in active markets 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that Level or not model-driven valuations whose inputs are observable and whose significant value drivers are observable active; are Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the Level 3: assets or liabilities 24 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

27 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) tables following fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring represent The UPMC’s March primarily 2019 and December 31, 2018 The interest rate swaps are valued using internal models, which are of basis as 31, observable When including interest rate curves market quoted market prices are unobservable for fixed income based on inputs and independent vendors based on recent trading activity pricing other relevant information including quotes securities, from rate curves, referenced credit spreads and market prepayment rates where applicable are used for valuation interest estimated These are included in Level 2 and include corporate fixed income, government bonds, and mortgage and purposes investments asset-backed securities Other at fair value represent funds included on the consolidated balance sheets that are reported using the measured investments value ASU expedient as prescribed by asset 2015-07, Disclosures for Investments in Certain Entities that Calculate Net net practical value These are not required to categorized in the fair amounts hierarchy The fair value of these investments Asset Value per Share be based on the net asset value (“NAV”) information provided by the general partner Fair value is based on the proportionate share is the of on the most recent partners’ capital statements received from the general partners, which is generally one NAV based UPMC’s to sheet date With the adoption of ASU 2016-01, Financial Instruments , certain of balance alternative quarter prior the investments are now utilizing NAV to calculate fair value and are included in other investments in the following tables FAIR VALUE MEASUREMENTS AS OF MARCH 31, 2019 Total Carrying Level 1 Level 2 Level 3 NAV Amount ASSETS $ $ 1,452,547 $ – Fixed income – $ 2,414,084 $ 961,537 18,792 – – 985,226 Domestic equity 966,434 711,827 1,568 – – 713,395 International equity – – – 62,502 Public real estate 62,502 58,015 15,911 – – 73,926 Long/short equity 22,773 – – – 22,773 Absolute equity Commodities – – – 4,543 4,543 – – – 546 Derivative instruments 546 52,242 – – – 52,242 Securities lending collateral 132,892 – – – 132,892 Securities on loan – – 1,624,319 1,624,319 Other investments – Total assets measured at $ 2,972,765 $ 1,489,364 $ – $ 1,624,319 $ 6,086,448 fair value on a recurring basis LIABILITIES Derivative instruments – $ (6,193) $ $ – $ (6,193) $ – Total liabilities measured at $ $ $ (6,193) $ – – – $ (6,193) fair value on a recurring basis 25 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

28 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2018 Total Carrying Level 1 Level 2 Level 3 NAV Amount ASSETS 1,461,002 $ – $ – $ 2,364,981 Fixed income 903,979 $ $ – 334,394 15,543 – Domestic equity 318,851 – – – 408,392 International equity 408,392 – – – 54,423 54,423 Public real estate 47,801 23,885 – – 71,686 Long/short equity – – – 21,087 Absolute return 21,087 4,515 – 4,515 Commodities – – – – 408 – Derivative instruments 408 247,777 – – – Securities on loan 247,777 171,657 – – 171,657 Securities lending collateral – – – 2,408,625 2,408,625 Other investments – Total assets measured at 2,178,482 $ 1,500,838 $ – $ 2,408,625 fair value on a recurring basis 6,087,945 $ $ LIABILITIES – $ (7,550) $ – $ – $ (7,550) Derivative instruments $ Total liabilities measured at $ (7,550) $ – $ – $ (7,550) $ fair value on a recurring basis – 5. FINANCIAL INSTRUMENTS as investments all debt and equity securities are classified UPMC’s trading This classification requires UPMC to Substantially of in gains and losses on substantially all of its investments in debt recognize equity securities as investment revenue in unrealized and consolidated of operations and changes in net assets UPMC’s investments in debt and equity securities that are statements the on are as nontrading Unrealized gains and losses designated donor-restricted assets are recorded as assets donor-restricted in restricted net assets in the consolidated statements of operations and changes in net assets Gains and losses on the changes of sales determined by the average cost method Realized gains and losses are included in investment revenue in the securities are consolidated statements of operations and changes in net assets in with readily determinable fair values and all investments securities debt securities are measured at fair Investments in equity quoted market prices or model-driven valuations Cash and cash equivalents and investments recorded at fair value value using aggregate $6,425,525 and $6,193,204 at March 31, 2019 and December 31, 2018, respectively Investments partnerships that invest in nonmarketable securities are primarily recorded at fair value using the NAV limited in using expedient ownership percentage is less than 5% and are reported the the equity method of accounting if the practical if percentage is greater than 5% At March 31, 2019 and December 31, 2018, UPMC had $828,188 and $663,050 of ownership alternative investments that are not measured at fair value UPMC securities lending transactions whereby a portion of its investments are loaned, through its agent, to various participates in the in cash and securities from the parties as collateral for for securities loaned The amount of cash collateral parties return under securities lending is reported as an asset and a corresponding payable in the consolidated balance sheet Total received is to have a market value between 102% and 105% of the market value of securities loaned As of March 31, required collateral total securities of which UPMC maintains ownership, totaled $132,892 and loaned, collateral (cash and noncash) received 2019, related to the securities loaned was $141,378 26 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

29 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) 6. DERIVATIVE INSTRUMENTS uses instruments to manage exposures on its debt By using derivatives to manage these risks, UPMC derivative UPMC financial credit to and market risk Credit risk is the failure of the counterparty to perform under the terms of the derivatives exposes itself risk creates value a derivative is positive, the counterparty owes UPMC, which of credit risk for UPMC When the fair the When fair a derivative is negative, UPMC owes the counterparty and, therefore, it does value incur credit risk UPMC minimizes the of not risk derivatives by entering into transactions that require the counterparty to post collateral for the benefit of UPMC based credit in credit If of the counterparty and the fair value of the derivative the UPMC has a derivative in a liability position, the on rating Market UPMC’s risk and fair market values could be adjusted downward credit risk is the effect on the value of counterparty bears financial instrument that results from a change in interest rates The market risk associated with interest rate changes is managed a establishing by parameters that limit the types and degree of market risk that may be undertaken Management and monitoring also mitigates risk through periodic reviews of their derivative positions in the context of their total blended cost of capital maintains swap programs on certain of its debt in order to rate its interest rate risk To meet this objective, UPMC interest manage into various interest rate swap agreements The notional amount under each interest UPMC swap agreement is entered rate reduced over the term of the respective agreement to correspond with reductions in various outstanding bond series The following table summarizes UPMC’s interest rate swap agreements: Notional Amount at Swap Mar 31, 2019 Dec 31, 2018 Maturity Date UPMC Pays UPMC Receives to fixed 2025 3 6% 68% one-month $ 79,875 Floating 79,875 $ LIBOR 1 14,485 21,340 67% three-month 2021 SIFMA Index Basis LIBOR plus 2077% 1 46,095 46,095 67% three-month SIFMA Index Basis 2037 LIBOR plus 3217% to fixed 2024 1 413% 67% one-month Floating – 9,000 LIBOR 149,455 $ 147,310 $ 1 The SIFMA Index is a 7-day high-grade market index comprised of tax-exempt variable rate demand obligations. has also entered into equity-related derivative instruments to manage the asset allocation in its investment portfolio UPMC and the index swap agreements UPMC pays a fixed income-like return equity receives an equity-like return The notional Under amount of these swaps is based upon UPMC’s target asset allocation 27 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

30 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) The following table summarizes UPMC’s equity swap agreements: Notional Amount at Mar 31, 2019 Maturity Date UPMC Receives UPMC Pays Dec 31, 2018 – 2019 100,000 One-month LIBOR S&P 500 plus 385% Total Return Index 100,000 $ – $ netting arrangements, UPMC has the right to offset the fair value of amounts recognized for derivatives, to Pursuant master right to reclaim or obligation to return cash collateral from/to counterparties including fair values of the Company’s the The financial instruments are presented below, representing the gross amounts recognized as of March 31, 2019 and derivative December 31, 2018 which are not offset by counterparty or by type of item hedged: Mar 31, 2019 Dec 31, 2018 546 408 $ $ Other assets (6,193) Long-term obligations (7,550) $ (5,647) $ (7,142) accounting for changes in the fair value (i e , unrealized gains or losses) of a derivative depends on whether it has been The and designated part of a hedging relationship and further, on the type of hedging relationship None of UPMC’s qualifies as as 2018 March 31, 2019 and December 31, outstanding are designated as hedging instruments and as such, derivatives of as fair are recognized in investing and financing activities value investment revenue in the consolidated statements changes in operations and changes in net assets Certain of UPMC’s derivatives contain provisions that require UPMC’s debt to maintain of UPMC’s investment rating from certain major credit rating agencies If credit debt were to fall below investment grade, grade an would be in violation of these provisions and the counterparties to the derivatives could request payment or demand immediate it and ongoing full overnight collateralization on derivatives in net liability positions 28 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

31 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) 7. PENSION PLANS and maintain defined benefit pension plans (the “Plans”), defined contribution plans and nonqualified pension its UPMC subsidiaries employee’s substantially of UPMC’s employees Benefits cover the Plans vary and are generally based upon the all plans that under earnings and years of participation The components of net periodic pension cost for the Plans are as follows: Three Months Ended March 31 2018 2019 $ 30,268 $ Service cost 29,794 23,161 19,422 Interest cost Expected return on plan assets (41,370) (38,906) 5,470 Recognized net actuarial loss 10,350 (1,314) (1,314) Amortization of prior service credit $ 23,559 Net periodic pension cost 12,002 $ 8. LEASES operating and finance leases for corporate offices, physician has and various equipment types, among others These UPMC offices arrangements have remaining lease terms of 1 year to 64 years, some of which include options to extend the leases for several lease and periods, which include options to terminate the leases within 1 year Balance sheet information related to leases were some of as follows: As of March 31 2019 OPERATING LEASES Operating lease right-of-use assets 1,069,904 $ Other current liabilities 111,591 1,012,372 Operating lease liabilities 1,123,963 $ Total operating lease liabilities FINANCE LEASES Property, plant and equipment, net $ 82,328 16,021 Other current liabilities Other noncurrent liabilities 68,719 84,740 Total finance lease liabilities $ Undiscounted maturities of lease liabilities were as follows: For theYears Ended December 31 Operating Leases Finance Leases 2019 (rest of year) $ 15,290 $ 108,737 131,032 17,793 2020 117,340 14,233 2021 9,594 108,149 2022 2023 103,878 3,693 905,095 24,264 Thereafter 29 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

32 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) 9. CONTINGENCIES October UPMC received a Civil Investigative Demand (“CID”) from the Department of Justice (“DOJ”) that sought 9, On 2012, 40 relating performed between January 25, 2008 and June 24, 2010 UPMC timely responded to records surgical to procedures as November In DOJ advised UPMC that the CID had been served 2013, part of the DOJ’s investigation of allegations CID that the in a federal qui tam lawsuit filed under seal On July 27, 2016, the DOJ announced that it had asserted an by Relators reached UPMC settle certain allegations that UPMC had violated the False Claims Act for approximately $2,500 agreement with to liability in settling those claims The DOJ declined to intervene no the remaining allegations of the Relators’ UPMC admitted in Complaint was on July 27, 2016 In their Second Amended unsealed against UPMC and UPP, Inc , Relators which lawsuit, also UPMC violated the False Claims Act violations, by overpaying physicians and encouraging physicians allege perform that to unnecessary On March 27, 2018, the Court granted UPMC’s motion to dismiss all claims with prejudice medically procedures appealed Relators UPMC has opposed that appeal The outcome and ultimate effect on UPMC’s financial that have Order statements cannot be determined at this time 3, Highmark Inc and Keystone Health Plan West, Inc sued September and various UPMC hospitals and physician UPMC On 2014, for Court Common Pleas of Allegheny County, Pennsylvania, asserting claims of breach of contract and declaratory in practices the to oncology billing On March 24, 2015, the judgment denied UPMC’s preliminary objections to that Complaint On related Court 7, the plaintiffs filed a Second Amended Complaint that dropped the UPMC hospitals as defendants and added a December 2017, and practices claims against the remaining physician defendant UPMC has answered that complaint and filed new new UPMC’s Discovery The ultimate outcome and ultimate effect on proceeding financial statements cannot be counterclaims is determined at this time May 2015, PCS sued UPMC Health Network, UPMC Benefit Management Services, UPMC Health Benefits, and a PCS In in competitor States District Court for the Western District of Pennsylvania, asserting four antitrust related claims the United 2015, PCS an amended complaint, removing UPMC Health Network and adding UPMC, a Pennsylvania nonprofit In August filed defendants a Discovery is ongoing In 2018, the UPMC as moved for summary judgment on all PCS corporation nonstock party March 27, 2019, the Court granted summary judgment for the UPMC defendants on all counts PCS has filed a notice claims On of appeal The outcome and ultimate effect on UPMC’s financial statements cannot be determined at this time On 2019, the Pennsylvania Office of Attorney General filed a Petition to Modify Consent Decree, contending that UPMC February 7, “state provide laws” by, among things, refusing to violated full in-network contracts with Highmark Inc The Attorney has charities with to the 2014 Consent Decree that UPMC entered modify OAG, the Pennsylvania Insurance Department and General seeks of Health by obligating UPMC to, among other things: contract with any health care insurer that wants a UPMC Department require contract, Health Plan to contract with any health care provider that wants a UPMC Health Plan contract and the UPMC majority the its board of directors The Court bifurcated Count I of a OAG’s petition, which seeks modification of the replace of the Decree, II-IV, which seek other relief On April 3, 2019, Counts Court granted UPMC’s motion to dismiss Count I Consent from the extent the OAG seeks to impose any deadlines on UPMC after the Consent Decree ends on June 30, 2019 The OAG has to effect that the Pennsylvania Supreme Court The outcome and ultimate to on UPMC’s financial statements decision appealed cannot be determined at this time 10. SUBSEQUENT EVENTS evaluated events occurring subsequent to March 31, 2019 through May 2, 2019, the date the unaudited interim Management there consolidated statements of UPMC were issued During this period, financial were no subsequent events requiring condensed recognition or disclosure in the consolidated financial statements 30 UPMC UNAUDITED QUARTERLY DISCLOSURE • MARCH 2019 |

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