MEMORIAL SLOAN KETTERING CANCER CENTER QUARTERLY DISCLOSURE REPORT UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2018 Table of Contents Disclosures ......................................................................... 2 Management’s Discussion & Analysis .............................. 3 Combined Financial Statements ........................................ 4 Notes to Interim Combined Financial Statements ............. 8 Debt Compliance Analysis .............................................. 11 Key Patient Statistics and Other Data .............................. 12 Certificate of Compliance ................................................ 14 1 SPECIAL NOTE CONCERNING FORWARD-LOOKING FINANCIAL STATEMENTS: Certain statements in this Quarterly Disclosure Report are forward-looking statements that are based on the beliefs of, and assumptions made by, the management of Memorial Sloan Kettering Cancer Center ("MSK" or the “Institution”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Institution to be materially different from expected future results or performance. The audited financial statements, which contain a full set of footnotes, are available on the DacBond website, www.dacbond.com THIS DOCUMENT IS DATED AS OF NOVEMBER 13, 2018 MSK has prepared and released this Quarterly Disclosure Report in order to provide certain information regarding its financial and operating performance for September 30, 2018 and to meet its continuing disclosure obligations under certain of its financing documents. Except as required by law or by its contractual obligations, MSK undertakes no obligation to update this Quarterly Disclosure Report after its date. 2 Memorial Sloan Kettering Cancer Center Management’s Discussion and Analysis of Financial Performance For the Nine Months Ended September 30, 2018 and 2017 For the nine months ended September 30, 2018, MSK generated a Net Change in Unrestricted Net Assets of $484.5 million compared with $322.5 million for the same period in 2017. Additionally, for the nine-month period in 2018, MSK generated $211.6 million of Board Designated Unrestricted Income vs. $17.1 million in the prior period. In prior years this type of non-recurring revenue was generally included in Operating Revenues. Income from Operations for the nine months ended September 30, 2018 was $125.7 million compared with $205.6 million for the same period in 2017. Operating Revenues increased by $273.7 million or 8.4%. Patient Care Revenues increased by $280.2 million or 10.7%. The growth in Patient Care Revenues reflects the growth of our regional ambulatory care network and normal rate and volume increases. Operating Expenses increased by $353.6 million or 11.5%. Operating expense growth has been driven by our expanded regional ambulatory care network, increased staffing in advance of further expansion planned for 2019 and increasing cost of pharmaceuticals. The Institution’s long-term investable portfolio of $3.8 billion has a year-to-date return of 5.0%, which is exclusive of cash and short-term investment returns. The rate of return is reflective of a portfolio that includes 15.0% domestic and 11.9% global equity, 16.4% fixed income and cash, 30.7% hedge funds, 5.8% inflation hedging, and 20.2% private equity and venture capital. As of September 30, 2018, MSK had total assets of $10.7 billion compared with $10.6 billion at year end 2017. Total net assets have increased from $6.1 to $6.6 billion during the same time frame. In July 2018, MSKCC optionally prepaid $333.7 million of outstanding long-term debt. In June 2018, MSKCC entered into a contract and sold approximately $181.0 million of its accumulated benefit obligation to an insurance company via an annuity buy-out. As a result of the two annuity buy-outs (including a 2017 transaction) the June 30, 2018 accumulated benefit obligation relates exclusively to non-retirees. 3 Memorial Sloan Kettering Cancer Center and Affiliated Corporations Combined Balance Sheets Assets Current assets: Cash and cash equivalents Short-term investments – at fair value Accounts receivable, less allowance for doubtful accounts Pledges, trusts and estates receivable Other current assets Total current assets Noncurrent assets: Assets whose use is limited: Investments in marketable securities – at fair value: Construction, debt service and repair reserve funds Captive insurance funds Employee benefit funds Total investments in marketable securities whose use is limited Investments – at fair value Investments internally designated for major capital projects Investments in nonmarketable securities at cost Property and equipment – net Mortgages and other loans receivable Pledges, trusts and estates receivable Other noncurrent assets Total noncurrent assets Total assets Liabilities and net assets Current liabilities: Accounts payable Accrued expenses Current portion of long-term debt and capital lease obligations Total current liabilities Noncurrent liabilities: Long-term debt and capital lease obligations, less current portion Other noncurrent liabilities Total liabilities Net assets: Unrestricted: Undesignated Board-designated Total unrestricted Temporarily restricted Permanently restricted Total net assets Total liabilities and net assets 4 September 30, December 31, 2018 2017 (unaudited) (audited) (In Thousands) $ 874,447 $ 91,821 584,984 139,621 143,275 1,834,148 111,407 61,544 86,733 259,684 $ $ 212,581 54,770 83,846 351,197 3,380,311 699,577 4,085,052 37,748 390,240 66,577 8,919,189 10,753,337 $ 3,149,107 867,658 11,900 3,855,532 36,387 361,550 64,898 8,698,229 10,636,012 510,424 $ 403,466 50,035 963,925 489,603 387,955 73,344 950,902 2,362,354 784,575 4,110,854 $ 900,411 239,472 497,547 170,567 129,786 1,937,783 4,755,179 360,295 5,115,474 827,788 699,221 6,642,483 10,753,337 $ 2,715,704 864,303 4,530,909 4,437,167 193,807 4,630,974 798,880 675,249 6,105,103 10,636,012 Memorial Sloan Kettering Cancer Center and Affiliated Corporations Combined Statements of Unrestricted Activities Period Ended Period Ended September 30, September 30, 2018 2017 (unaudited) (In Thousands) Operating revenues Hospital care and services Grants and contracts Contributions Net assets released from restrictions – pledge payments Royalty and other income Investment returns allocated to operations Total operating revenues $ Operating expenses Salaries and wages Employee fringe benefits Purchased supplies and services Pharmaceuticals Depreciation and amortization Interest Total operating expenses Income from operations 2,892,836 236,328 109,576 75,141 114,597 112,951 3,541,429 $ 2,612,576 219,984 137,589 67,290 127,771 102,473 3,267,683 1,475,083 403,808 622,683 655,392 221,527 37,185 3,415,678 125,751 1,347,894 367,175 599,265 510,976 202,629 34,103 3,062,042 205,641 10,000 - Nonoperating income and expenses, net Net assets released from restrictions for capital purposes Investment returns, net of allocation to operations and transfers to temporarily restricted net assets Pension settlement cost Change in postretirement benefit obligation to be recognized in future periods Other nonoperating income and expenses, net Total nonoperating income and expenses, net Increase in unrestricted net assets before Board-designated activities 52,924 (39,182) 143,259 (19,880) 147,121 272,872 142,431 (42,780) 99,651 305,292 Board-designated Board-designated other activity Board-designated philanthropy 127,827 83,801 17,176 - Increase in Board-designated 211,628 17,176 Increase in total unrestricted net assets $ 5 484,500 $ 322,468 Memorial Sloan Kettering Cancer Center and Affiliated Corporations Combined Statements of Changes in Net Assets Period Ended September 30, 2018 and Year Ended December 31, 2017 Unrestricted Net assets at January 1, 2017 4,346,307 Increase in unrestricted net assets 284,667 Contributions, pledges and bequests – Impairment of investments – Investment return on endowments – Net assets released from restrictions – Net assets at December 31, 2017 4,630,974 Increase in unrestricted net assets 484,500 Contributions, pledges and bequests – Impairment of investments – Investment return on endowments – Net assets released from restrictions – Net assets at September 30, 2018 $ 5,115,474 6 Temporarily Permanently Restricted Restricted (In Thousands) $ Total 757,725 – 626,945 – 88,741 (23,673) 77,887 37,800 – 10,504 126,541 (23,673) 88,391 (101,800) 798,880 – – 675,249 – (101,800) 6,105,103 484,500 88,028 – 26,021 22,601 – 1,371 110,629 – 27,392 (85,141) 827,788 $ – 699,221 5,730,977 284,667 (85,141) $ 6,642,483 Memorial Sloan Kettering Cancer Center and Affiliated Corporations Combined Statements of Cash Flows Period Ended Period Ended September 30, September 30, 2018 2017 (unaudited) (In Thousands) Operating activities Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation and amortization Unrealized net gains Realized net gains Temporarily and permanently restricted contributions, pledges and bequests transferred to investing activities Changes in assets: Accounts receivable, net Pledges, trusts and estates receivable, net Other current assets Other noncurrent assets Changes in liabilities: Accounts payable and accrued expenses Other noncurrent liabilities Net cash provided by operating activities $ Investing activities Net acquisitions of property and equipment Decrease in investments, net Increase in mortgages and other loans receivable Temporarily and permanently restricted contributions, pledges and bequests transferred from operating activities Net cash provided by investing activities Financing activities Repayment of debt, net Net cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year $ 7 537,380 $ 379,314 221,527 (109,888) (97,391) 202,629 (160,459) (127,117) (110,629) (126,541) (87,437) 2,256 (13,489) (1,679) 11,909 5,985 (344) (1,443) 48,822 (79,976) 309,496 25,872 (28,847) 180,958 (463,289) 395,220 (1,361) (521,080) 527,569 (3,060) 110,629 41,199 126,541 129,970 (376,659) (376,659) (61,367) (61,367) (25,964) 900,411 874,447 $ 249,561 698,872 948,433 Memorial Sloan Kettering Cancer Center and Affiliated Corporations Notes to Interim Combined Financial Statements For the Period Ended September 30, 2018 Note A - Basis of Presentation The accompanying financial statements are presented on a combined basis and include the accounts of the following tax exempt, Section 501(c)(3), incorporated affiliates: Memorial Sloan Kettering Cancer Center, Memorial Hospital for Cancer and Allied Diseases, Sloan Kettering Institute for Cancer Research, S.K.I. Realty, Inc., MSK Insurance US, Inc., MSK Proton, Inc. and the Louis V. Gerstner Jr. Graduate School of Biomedical Sciences. All of these entities are collectively referred to as the “Institution”. The accompanying unaudited combined financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent with that of the 2017 audited financial statements of the Institution. The Institution presumes that users of this interim financial information have read or have access to the Institution’s audited combined financial statements and that the adequacy of additional disclosures needed for a fair presentation may be determined in that context. Information contained in the Institution’s audited combined financial statements for the years ended December 31, 2017 and 2016 is incorporated herein. Footnotes and other disclosures that would substantially duplicate the disclosures contained in the Institution’s most recent audited combined financial statements have been omitted. Accordingly, these financial statements do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all transactions considered necessary for a fair presentation have been included. Patient volumes and net operating revenue and results are subject to seasonal variations caused by a number of factors. Monthly and periodic operating results are not necessarily representative of operations for a full year for various reasons, including the level of occupancy and other patient volumes, interest rates, unusual or infrequent items and other seasonal fluctuations. These same considerations apply to year-to-year comparisons. 8 Memorial Sloan Kettering Cancer Center and Affiliated Corporations Notes to Interim Combined Financial Statements (continued) Note B – Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make prudent and conservative estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. Actual results could differ from those estimates. Note C – Retiree Pension and Health Plans In June 2018, the Institution entered into a contract and sold approximately $181 million of its accumulated benefit obligation to an insurance company via an annuity buy-out. The funding of approximately $217 million was paid from the pension plan assets and only impacted a select group of retirees. These affected participants had no impact to their retirement benefits. This resulted in a reduction of pension liability for $143.7 million and a $39.2 million settlement loss for 2018. The pension and postretirement health liabilities will be remeasured again at December 31, 2018. 9 Memorial Sloan Kettering Cancer Center and Affiliated Corporations Notes to Interim Combined Financial Statements (continued) Note D - Long-Term Debt On July 1, 2018, the Institution redeemed the remaining balance of the outstanding Dormitory Authority of the State of New York (DASNY) Series 2008 tax-exempt bonds for approximately $333.7 million. Long-term debt consists of the following: September 30, December 31, 2018 2017 (unaudited) (audited) (In Thousands) DASNY Series 1998, tax-exempt bonds maturing through 2023 at various fixed interest rates ranging from 5.25% to 5.75% DASNY Series 2008, tax-exempt bonds maturing through 2036 at various fixed interest rates ranging from 4.00% to 5.00% DASNY Series 2010, tax-exempt bonds maturing through 2023 at a fixed interest rate of 2.18% Series 2011A taxable bonds maturing in 2042 at a fixed interest rate of 5.00% DASNY Series 2012, tax-exempt bonds maturing through 2041 at various fixed interest rates ranging from 3.00% to 5.00% DASNY 2012 Series 1, tax-exempt bonds maturing through 2034 at various fixed interest rates ranging from 4.00% to 5.00% Series 2012A taxable bonds maturing in 2052 at a fixed interest rate of 4.125% Series 2015A taxable bonds maturing in 2055 at a fixed interest rate of 4.20% DASNY Series 2016-1, tax-exempt bonds repaid through 2028 at a fixed interest rate of 1.97% NJEDA Series 2016-2, tax-exempt bonds maturing through 2026 at a fixed rate interest rate of 1.43% DASNY Series 2017-1, tax-exempt bonds maturing between 2018 and 2047 at various fixed interest rates ranging from 4.00% to 5.00% Unamortized bond premiums, discounts and issuance costs $ Less current portion $ 10 122,900 $ 135,400 – 333,730 40,000 46,000 400,000 400,000 80,380 82,350 262,265 262,265 400,000 400,000 550,000 550,000 103,279 105,944 119,626 130,500 290,420 43,519 2,412,389 50,035 2,362,354 294,420 48,439 2,789,048 73,344 2,715,704 $ MEMORIAL SLOAN KETTERING CANCER CENTER DEBT COMPLIANCE ANALYSIS September 30, 2018 $000 9/30/2018 12/31/2017 DEBT RATIO ANALYSIS Debt Ratio Cash & Equivalents Short Term Investments Assets Whose Use is Limited Investments Total Cash & Investments Permanently Restricted Net Assets Less: Current Restricted Pledges Less: Non-Current Restricted Pledges PRNA Net of Restricted Pledges Unrestricted Cash & Investments Long Term Debt Minimum Debt Ratio Required Loss Allowed Income (Loss) From Operations Less: Investment Income Supporting Operations Add: Net Assets Released from Restrictions -Capital Add: 8% of Unrestricted Investments (3 yr avg) Adjusted Operating Income (Loss) Maximum Loss Allowed 874,447 91,821 259,684 4,079,888 5,305,840 900,411 239,472 351,197 4,016,765 5,507,845 699,221 6,040 15,721 677,460 675,249 8,941 24,668 641,640 4,628,380 4,866,205 2,412,389 1.92 0.60 Pass 2,789,048 1.74 0.60 Pass 125,751 (112,951) 10,000 355,390 239,765 (137,750) 15,000 355,514 378,190 472,529 (50,000) Pass (50,000) Pass Calculation of 8% of Unrestricted Investments Total Cash and Investments Less: Permanent Net Assets Less: Assets Whose Use is Limited Unrestricted Investments 5,305,840 677,460 259,684 4,368,696 5,507,845 641,640 351,197 4,515,008 3 yr average X 8% 4,442,377 355,390 4,443,923 355,514 355,390 355,514 5,115,474 2,412,389 0.47 4,630,974 2,789,048 0.60 LT Debt to Unrestricted Net Asset Ratio Unrestricted Net Assets Long-term debt LT Debt to Unrestricted Net Assets Ratio not to exceed 2.00 Pass LT Debt to Unrestricted Cash & Investment Ratio Unrestricted Cash & Investments Long-term debt 4,628,380 2,412,389 0.52 LT Debt to Unrestricted Cash Ratio not to exceed 2.00 Pass 4,866,205 2,789,048 0.57 2.00 Pass 2.00 Pass Memorial Sloan Kettering Cancer Center Key Patient Statistics and Other Data Period Ended September 30, 2018 Period Ended September 30, 2017 Year Ended December 31, 2017 Licensed Beds 514 514 514 Beds in Service 498 473 473 Admissions 18,214 17,713 23,506 Discharges 18,041 17,610 23,561 7.4 6.9 6.9 95.4% 94.5% 94.3% Patient Days 128,845 121,266 161,661 Surgical Cases 20,712 18,919 25,330 Inpatient Outpatient 7,520 13,192 7,457 11,462 9,786 15,544 Total Outpatient Visits: 576,742 536,210 722,329 405,932 170,810 393,551 142,659 526,006 196,323 196,592 181,977 247,496 105,228 91,364 102,527 79,450 137,515 109,981 269,276 251,445 468,125 185,214 84,062 183,613 67,832 322,472 145,653 108,211 102,038 137,579 44,568 63,643 45,144 56,894 60,187 77,392 17,594 16,301 16,434 Average Length of Stay Occupancy Rate (1) Manhattan Regional Network Chemotherapy treatments Manhattan Regional Network Radiology Manhattan Regional Network Radiation Oncology Manhattan Regional Network Full Time Equivalents (1) Based on adjusted bed count 12 Memorial Sloan Kettering Cancer Center Case Mix Index and Patient Revenue Distribution Period Ended September 30, 2018 Period Ended September 30, 2017 Year Ended December 31, 2017 Case Mix Index (1) 2.05 2.01 2.02 Medicare Only CMI 1.99 1.96 1.97 25.6% 2.6% 6.6% 25.1% 3.2% 6.3% 25.6% 3.1% 7.8% 65.2% 100% 65.1% 100% 63.5% 100% Revenue Distribution (2) Medicare Medicaid Commercial, Self Pay & Managed Care non-contracted Managed Care Contracted (1) The grouper and weights applicable at the time of discharge were used in the CMI calculation. This CMI is for the total Hospital. (2) Includes net inpatient, outpatient, and medical practice revenue 13 CERTIFICATE OF COMPLIANCE For The Period Ended September 30, 2018 Memorial Sloan Kettering Cancer Center Bond Series 1998, 2010 Series 1, 2012 and 2012 Series-1., 2015 Series 1, 2016 Series 1, 2016 Series 2, and 20.17 Series 1 The undersigned hereby certifies as follows: I am the Senior Vice President Finance of Memorial Sloan Kettering Cancer Center, herein after referred to as the Institution, and I am authorized to sign this certi?cate. I have read the Loan Agreements, and Tax Certificates executed on behalf of the Institution in connection with the referenced Bond issues. By Virtue of my position at the Institution I would expect to become aware in the ordinary course of business of any breach of the terms, conditions and covenants contained. in the Loan Agreements or Tax Certi?cates. To the best of knowledge, there has not been and is not now existing any breach of any of the terms, conditions or covenants contained in the Loan Agreements or Tax Certi?cates. The Institution has not received an insurance payment, eminent domain award or property damage award for any part ofthe Project or Mortgaged Property. Except as permitted by the Loan Agreements or Tax Certificates executed in connection with the issuances of the Bonds or as subsequently consented to by the Authority and any other parties required to consent thereto, (1) the Institution owns, occupies and uses for its tax exempt purposes all of the Project(s) financed with the proceeds of the referenced Bond issue(s); (2) no other party has the right to use or occupy any portion of such Proj ect(s); (3) the Institution receives no payment from any party or parties for occupying all or any part of such Project(s); (4) the Institution has not entered into any contract for the management of any part of the Project(s) by another party or person. (Payment does not include fees from students for occupying dormitory rooms and fees from staff members for occupying staff housing). 14 7. The Institution has not received any correspondence from the Internal Revenue Service questioning its tax-exempt status and hereby reaf?rms its status as a not?for?pro?t corporation that is exempt from federal income tax pursuant to Section 501 of the Internal Revenue Code or as a tax exempt governmental entity. 8. The Institution has implemented adequate policies and procedures to enable the Institution to comply with any reporting requirements of the Internal Revenue Service applicable to the Bonds, including but not limited to Schedule (Form 990). 9. To the best of my knowledge, the Institution has not granted or permitted any liens against the Mortgaged Property or leases of any part thereof except those which were ?led prior to, or in connection, with the issuance of the Bonds or those which were subsequently consented to by the Authority and any other parties required to consent thereto. Signature Date Mark Svenningson Print Name Senior Vice President Finance Title 15