2021-05-10T13:01:57-05:00 2020-06-30 350921680 CROWE LLP 225 West Wacker Drive Suite 2600 Chicago IL 606061224 990 2019-07-01 371058692 Hospital Sisters Health System HOSP 2175234747 4936 Laverna Road Springfield IL 62707 MICHAEL COTTRELL CFO 2021-05-10 true Mallory Fairless P01321579 3128997000 2019 2022-09-23 18:48:47Z MICHAEL W COTTRELL 4936 Laverna Road Springfield IL 62707 285171844 false 0928 X WWW.HSHS.ORG X 1978 IL TO PROMOTE AND SUPPORT, DIRECTLY OR INDIRECTLY, BY DONATION, LOAN, OR OTHERWISE, THE INTERESTS AND PURPOSES OF THE HOSPITAL SISTERS OF THE 3RD ORDER OF ST. FRANCIS. 11 10 854 10 280956 0 0 173128214 232613869 20225904 35243594 10074762 17976382 203428880 285833845 0 0 85980247 126918595 0 723094 100923094 122644717 186903341 249563312 16525539 36270533 386065120 421119620 129813763 139111541 256251357 282008079 TO REVEAL AND EMBODY CHRIST'S HEALING LOVE FOR ALL PEOPLE THROUGH A HEALTH CARE MINISTRY BY PROMOTING AND SUPPORTING, DIRECTLY OR INDIRECTLY, BY DONATION, LOAN, OR OTHERWISE, THE INTERESTS AND PURPOSES OF THE HOSPITAL SISTERS OF THE 3RD ORDER OF ST. FRANCIS. false false 223876873 250309295 HOSPITAL SISTERS HEALTH SYSTEM (HSHS) SERVES AS THE PARENT ORGANIZATION FOR VARIOUS INCORPORATED MINISTRY ORGANIZATIONS WITH THE DESIGNATED MEMBERS OF HSHS BEING HOSPITAL SISTERS MINISTRIES, WHICH CONSISTS OF INDIVIDUALS WHO FROM TIME TO TIME ARE DULY APPOINTED BY THE PROVINCIAL COUNCIL OF THE HOSPITAL SISTERS OF ST. FRANCIS. THE MISSION OF HSHS IS TO PROVIDE A STRUCTURE AND THE MEANS WHEREBY THE HOSPITAL SISTERS CONTINUE THEIR HEALING MINISTRY. HSHS PROVIDES PROFESSIONAL AND TECHNICAL EXPERTISE IN THE MANAGEMENT OF THE AFFILIATED ORGANIZATIONS. 223876873 true false false true false false false false false true false true false true true false true false false false false false false false false false false false true false false false false false false false false false false false false true true true true false false true 1081 0 true 854 true true true false false false false false false false false false false true false X 11 10 false false false false true true true true true false false true true true true true true true true false X MICHAEL W COTTRELL 2175234747 4936 LaVerna Road SPRINGFIELD IL 62707 BILL BLUM 2019 & 2020 Vice Chair 1.3 0.3 X X 0 0 0 MARY STARMANN-HARRISON PRESIDENT/CEO 53.2 7.0 X X 1652237 0 342144 SISTER GERTRUDE O'CONNOR OSF 2019 & 2020 SECRETARY 1.3 0.3 X X 0 0 0 WILLIAM MURRAY 2019 & 2020 Chair 1.3 0.3 X X 0 0 0 J Michael Houston BOARD MEMBER 1.3 0.3 X 0 0 0 JANICE WIEGMAN PHD BOARD MEMBER 1.3 0.3 X 0 0 0 JOHN SHEEHAN BOARD MEMBER 1.3 0.3 X 0 0 0 MATTHEW LAMBERT MD BOARD MEMBER 1.3 0.3 X 0 0 0 ROBERT B ATWELL BOARD MEMBER 2.3 0.3 X 0 0 0 SR CHRISTA ANN STRUEWING OSF BOARD MEMBER 1.3 0.3 X 0 0 0 WILLIAM S LYKE Board Member 1.3 0.3 X 0 0 0 ANN M CARR TREASURER 54.3 5.3 X 336583 0 297864 MICHAEL W COTTRELL CFO 51.7 8.0 X 866670 0 229165 ANDREW J BAGNALL PRESIDENT & Division CEO - Wisconsin 0.0 60.0 X 525682 0 194216 EVERT J KUIPER Division CEO - Illinois 0.0 60.0 X 1058881 0 202146 MARC SHELTON MD Vice President and Chief Physician Executive 46.5 13.5 X 624497 310161 223738 MELINDA CLARK CEO MED GROUP 0.0 60.0 X 746846 0 223465 THERESE B PANDL PRES / CEO EASTERN WISCONSIN DIVISION 0.0 60.0 X 1021667 0 282044 6833063 310161 1994782 195 false true false ACCUMEN 2111 EAST HIGHLAND DRIVE SUITE 145 PHOENIX AZ 753202289 COMPUTER CONSULTING 2314296 TEKSYSTEMS PO BOX 198568 ATLANTA GA 303848568 COMPUTER CONSULTING 2227966 CROWE HEALTHCARE RISK CONSULTING PO BOX 74750 CHICAGO IL 606944750 COMPUTER CONSULTING 2136826 NEW RESOURCES CONSULTING LLC 1100 N WATER ST STE 950 MILWAUKEE WI 532026669 COMPUTER CONSULTING 1589777 MCKINSEY AND COMPANY INC PO BOX 7247-7255 PHILADELPHIA PA 191707255 PROFESSIONAL CONSULTING 1500000 12 0 AFFILIATE MGMT FEES 561110 227833720 227552764 280956 RQIL FEES 561110 4268449 4268449 OTHER AFFILIATE REVENUE 561110 511700 511700 0 0 0 0 232613869 32030521 32030521 0 0 3875074 -662001 3875074 662001 3213073 3213073 ADMINISTRATIVE REVENUE 561110 3692032 3692032 HEALTH CARE PLAN 561110 14000000 14000000 FLEX PLAN 561110 284350 284350 0 0 0 0 17976382 285833845 250309295 280956 35243594 X 2683171 2414854 268317 93528649 84175784 9352865 7702590 6932331 770259 17957193 17227840 729353 5046992 4542293 504699 1257949 1132154 125795 810996 729896 81100 115000 103500 11500 420230 378207 42023 25564179 25419145 145034 0 636245 636245 5720541 5208022 512519 38128213 35544656 2583557 2871865 2644169 227696 347615 335989 11626 939209 908204 31005 473517 470146 3371 33771515 30394363 3377152 2843162 2570629 272533 Licenses and Taxes 351612 316451 35161 Dues and Memberships 310217 281571 28646 Recruiting 264215 264215 Equip. rental and maintenance 224563 202107 22456 7593874 7551945 41929 0 249563312 223876873 24963345 723094 1420316 17260066 3532242 4140724 0 0 0 0 0 1939096 12675638 14134161 390268630 228158430 172794509 162110200 146750446 142216464 0 48891969 63176319 0 16142590 386065120 421119620 36202498 68009580 105696 15855 0 0 93505569 71086106 129813763 139111541 X 249885967 275819587 6365390 6188492 256251357 282008079 386065120 421119620 X 36270533 -2729993 -7783818 X false true X true true true X X 15 SACRED HEART HOSPITAL 390807060 3 false 0 15306360 ST ANTHONY'S HOSPITAL 370661233 3 false 0 8244872 ST ELIZABETH'S HOSPITAL 370663567 3 false 0 21508318 ST FRANCIS HOSPITAL 370661236 3 false 0 3029707 ST JOHN'S HOSPITAL 370661238 3 false 0 37748558 ST JOSEPH'S HOSPITAL 371208459 3 false 0 3234007 ST JOSEPH'S HOSPITAL 370663568 3 false 0 2226862 ST JOSEPH'S HOSPITAL 390810545 3 false 0 5556011 ST MARY'S HOSPITAL 370661244 3 false 0 3809755 ST MARY'S HOSPITAL MEDICAL CENTER 390818682 3 false 0 10360609 ST NICHOLAS HOSPITAL 390808480 3 false 0 7288835 ST VINCENT HOSPITAL 390817529 3 false 0 33867489 ST CLARE MEMORIAL HOSPITAL 390848401 3 false 0 1497091 HSHS HOLY FAMILY HOSPITAL 370792770 3 false 0 450721 HSHS Good Shepherd Hospital Inc 370512290 3 false 0 427384 15 0 154556579 true false false false true false false false false false false false false false false true true true X true true Schedule A, Part I, Line 12g AMOUNT OF OTHER SUPPORT HOSPITAL SISTERS HEALTH SYSTEM ("HSHS") ADMINISTERS THE WORKERS COMPENSATION FUND, HEALTH CARE FUND, FLEX PLAN, AND INVESTMENT FUND FOR HSHS AND THE RELATED HOSPITALS AND EXEMPT ORGANIZATIONS. HSHS UTILIZES THESE FUNDS TO PROVIDE CENTRALIZED MANAGEMENT AND COMPUTER SERVICES TO ITS AFFILIATED HOSPITALS AND OTHER RELATED AFFILIATES. THE HOSPITALS AND OTHER RELATED AFFILIATES PAY A MANAGEMENT FEE TO HSHS FOR THESE SERVICES. THE AMOUNTS REPORTED IN PART I, LINE 12G, COLUMN (VI) REPRESENTS THE AMOUNT OF MANAGEMENT FEES PAID BY EACH LOCAL HOSPITAL SYSTEM. Schedule A, Part IV, Section A, Line 5a Added, Substituted, or Removed Sup. Org. ENTITY: St. Mary's Hospital, Streator, Illinois EIN: 36-2169181 REASON: ST. MARY'S HOSPITAL, STREATOR, ILLINOIS WAS REMOVED AS A SUPPORTED ORGANIZATION OF THE FILING ORGANIZATION AS A RESULT OF A DISSOLUTION AUTHORITY UNDER THE ORGANIZATION'S ORGANIZING DOCUMENT AUTHORIZING SUCH ACTION: IN ACCORDANCE WITH THE FILING ORGANIZATION'S BYLAWS, HOSPITAL SISTERS HEALTH SYSTEM, IN FURTHERANCE OF ITS EXEMPT PURPOSES, HAS THE AUTHORITY TO DISSOLVE AND SUBSEQUENTLY REMOVE SUPPORTED ORGANIZATIONS. HOW ACTION WAS ACCOMPLISHED: SUCH DISSOLUTION OF ST. MARY'S HOSPITAL, STREATOR, ILLINOIS WAS ACCOMPLISHED BY FILING ARTICLES OF DISSOLUTION WITH THE STATE AND FILING A FINAL TAX RETURN FOR THE TAX YEAR ENDING JUNE 3O, 2019. Schedule A, Part IV, Section D, Line 3 Supp. Org. Have Significant Voice In Investment Policies THE OVERALL INVESTMENT OBJECTIVE OF HSHS IS TO INVEST ITS ASSETS IN A PRUDENT MANNER THAT WILL ACHIEVE AN EXPECTED RATE OF RETURN, MANAGE RISK EXPOSURE, AND FOCUS ON DOWNSIDE PROTECTION. HSHS' INVESTED ASSETS WILL MAINTAIN SUFFICIENT LIQUIDITY TO FUND A PORTION OF HSHS' ANNUAL OPERATING ACTIVITIES AND STRUCTURE THE INVESTED ASSETS TO MAINTAIN A HIGH PERCENTAGE OF AVAILABLE LIQUIDITY. HSHS DIVERSIFIES ITS INVESTMENTS AMONG VARIOUS ASSET CLASSES INCORPORATING MULTIPLE STRATEGIES AND MANAGERS. THE HSHS BOARD APPROVES THE INVESTMENT POLICY STATEMENT ("IPS"). HSHS HAS AN INVESTMENT SUBCOMMITTEE COMPRISED OF INDIVIDUALS EXPERIENCED IN INVESTMENTS AND INVESTMENT RELATED MATTERS. THE INVESTMENT SUBCOMMITTEE OVERSEES THE INVESTMENT PROGRAM IN ACCORDANCE WITH THE IPS. THE SUBCOMMITTEE INCLUDES BOTH THOSE WHO SERVE ON THE HSHS BOARD OF DIRECTORS, THOSE WHO SERVE ON THE BOARD OF SUPPORTED ORGANIZATIONS AND OTHERS. THE SUBCOMMITTEE, MANAGEMENT, AND THE INVESTMENT CONSULTANT DEVELOP INVESTMENT POLICIES, RECOMMEND ASSET ALLOCATION AND INVESTMENT MANAGER CHANGES, MONITOR AND REVIEW INVESTMENT PERFORMANCE, RISK, AND ADHERENCE TO THE IPS. Schedule A, Part IV, Section E, Line 3a Power To Appoint/Elect Majority of Officer/Director/Trustee HSHS HAS THE RESERVED POWERS TO APPOINT AND REMOVE ANY ONE OR MORE OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE SUPPORTED ORGANIZATIONS. Schedule A, Part IV, Section E, Line 3b Substantial Direction Over Policies/Programs/Activities AS THE PARENT CORPORATION HSHS, EXERTS CONTROL OVER THE POLICIES, PROGRAMS AND ACTIVITIES OF ITS SUPPORTED ORGANIZATIONS THROUGH VARIOUS RESERVED POWERS AND THE PROVISION OF OVERALL STRATEGIC PLANNING AND DIRECTION TO ITS SUPPORTED ORGANIZATIONS. SPECIFICALLY, HSHS PROVIDES CONSULTATION, MANAGEMENT, AND COORDINATION AND SHARED PROGRAMS FOR ITS SUPPORTED ORGANIZATIONS. HSHS ALSO PROVIDES RELIGIOUS, EDUCATIONAL, CHARITABLE AND OTHER SUCH ACTIVITIES, SERVICES AND PROGRAMS AS ARE RELATED TO EDUCATIONAL/SOCIAL SERVICE AND HEALTH CARE INSTITUTIONS. false true false false false false true 124987 false true 10982 135969 false Schedule C, Part II-B, Line 1 DETAILED DESCRIPTION OF THE LOBBYING ACTIVITY HSHS ENGAGES IN LEGISLATIVE ADVOCACY TO SUPPORT THE ORGANIZATION'S MISSION AND TO PROMOTE HEALTH CARE ACCESS FOR ALL. A PORTION OF DESIGNATED STAFF TIME IS COMMITTED TO ADVOCACY ON LAWS AND REGULATIONS AT THE FEDERAL, STATE, AND LOCAL LEVELS. HSHS ALSO RETAINS SOME OUTSIDE ORGANIZATIONS TO ASSIST WITH THIS LOBBYING. THE DOLLAR FIGURE SHOWN INCLUDES COMPENSATION COSTS FOR THE PORTION OF TIME SPENT BY STAFF MEMBERS ON PUBLIC POLICY ADVOCACY, AMOUNTS PAID TO ORGANIZATIONS THAT ASSIST WITH THIS LOBBYING, AND AN ESTIMATE OF OTHER OFFICE EXPENSES RELATED TO THESE ACTIVITIES. THIS AMOUNT ALSO INCLUDES MAILINGS TO LEGISLATORS, DIRECT CONTACT WITH THEM OR THEIR STAFFS, OTHER OFFICIALS AND THE GENERAL PUBLIC,THESE ARE NOT REPORTED SEPARATELY BECAUSE OF THE SMALL DOLLAR AMOUNTS INVOLVED. 1325935 1325935 19102127 9548073 9554054 1618752 704970 913782 47714883 30133287 17581596 320506933 187772100 132734833 162110200 Investment in Health Care Plan 62056521 F Investment in Flex Plan 1119798 F 63176319 RELATED HOSPITALS IT NOTES PAYABLE 71086106 71086106 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote HSHS and the Foundation are Illinois not-for-profit organizations as described in Section 501(c) (3) of the Internal Revenue Code (the Code) and are exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Kiara, Inc. is an Illinois for-profit corporation that recognizes income taxes under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The net operating loss carryforwards result in a deferred tax asset of $83,066 and $70,000 at June 30, 2020 and 2019, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable losses and projections for future taxable losses over the periods for which the deferred tax assets are deductible, management believes it is more likely Kiara, Inc. will not realize the majority of the benefits of these deductible differences. Full valuation allowances have been applied against the deferred tax assets attributable to the net operating loss carryforwards not realized as of June 30, 2020 and 2019 in the accompanying consolidated financial statements due to the uncertainty of realization. HSHS recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of June 30, 2020 and 2019, HSHS does not have any liabilities for unrecognized tax benefits. X true true X X X X X false true false false false false false false false MARY STARMANN-HARRISON PRESIDENT/CEO 1266064 0 35084 0 351089 0 317165 0 24979 0 1994381 0 310688 0 MICHAEL W COTTRELL CFO 675260 0 16365 0 175045 0 204136 0 25029 0 1095835 0 146498 0 ANN M CARR TREASURER 272481 0 4651 0 59451 0 272885 0 24979 0 634447 0 29653 0 THERESE B PANDL PRES / CEO EASTERN WISCONSIN DIVISION 720353 0 17352 0 283962 0 250650 0 31394 0 1303711 0 248955 0 EVERT J KUIPER Division CEO - Illinois 781769 0 16120 0 260992 0 171807 0 30339 0 1261027 0 221504 0 MARC SHELTON MD Vice President and Chief Physician Executive 563789 206182 41423 0 19285 103979 201007 0 16154 6577 841658 316738 0 99746 MELINDA CLARK CEO MED GROUP 588872 0 13728 0 144246 0 211944 0 11521 0 970311 0 118668 0 ANDREW J BAGNALL PRESIDENT & Division CEO - Wisconsin 420632 0 6235 0 98815 0 158857 0 35359 0 719898 0 73273 0 Schedule J, Part I, Line 1a Tax indemnification and gross-up payments A TAX GROSS-UP WAS PAID BY HSHS TO MIKE COTTRELL ($41), ANN CARR ($104) AND EVERT KUIPER ($21). THE FAIR VALUE WAS INCLUDED IN THEIR ANNUAL TAXABLE INCOME. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan HSHS EXECUTIVES ELIGIBLE TO PARTICIPATE IN SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) ARE DEFINED IN THE SERP PLAN DOCUMENTS. THE SERP WAS ESTABLISHED TO PROVIDE ADDITIONAL RETIREMENT BENEFITS TO ENSURE REASONABLE MARKET COMPETITIVE BENEFITS IN ACCORDANCE WITH THE HSHS EXECUTIVE COMPENSATION PHILOSOPHY ESTABLISHED BY THE HSHS COMPENSATION COMMITTEE. THE PLAN PROVIDES A DEFINED RETIREMENT CONTRIBUTION TO PARTICIPANTS COMMENCING ON JANUARY 1, 2008, EQUAL TO A PERCENTAGE OF COMPENSATION AS DEFINED IN THE SERP PLAN DOCUENTS FOR THE PLAN YEAR. PARTICIPANTS CONSTRUCTIVELY RECEIVE A DISTRIBUTION FROM THE PLAN NO LATER THAN MARCH 15TH OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH AN AMOUNT IS VESTED AND TAXABLE PURSUANT TO A VESTING SCHEDULE AS SPECIFIED IN THE PLAN DOCUMENT. THE ACTUAL DISTRIBUTION OF THE VESTED BENEFIT UNDER THE PLAN IS PAID IN A SINGLE LUMP SUM TO THE PARTICIPANT OR THE PARTICIPANT'S BENEFICIARY UPON THE EARLIER OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT, DEATH, OR TOTAL AND PERMANENT DISABILITY. THE FOLLOWING INTERESTED PERSONS CONSTRUCTIVELY RECEIVED DEFERRALS TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) IN 2019 THESE DEFERRALS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). Ann Carr -- $30,435 Melinda Clark -- $72,580 Michael Cottrell -- $84,073 Evert Kuiper -- $89,431 Therese Pandl -- $91,531 Mary Starmann-Harrison -- $199,313 Marc Shelton -- $72,602 Andrew Bagnall -- $54,432 THE FOLLOWING INTERESTED PERSONS RECEIVED DISTRIBUTIONS FROM THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) IN 2019 THESE PAYMENTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III) AND SCHEDULE J, PART II, COLUMN (F), AS APPLICABLE. Ann Carr -- $29,653 Melinda Clark -- $118,668 Michael Cottrell -- $146,498 Evert Kuiper -- $221,504 Therese Pandl -- $248,955 Mary Starmann-Harrison -- $310,688 Andrew Bagnall -- $73,273 Marc Shelton -- $99,746 Form 990, Part IV, Line 10 Endowment Funds The organization maintains net assets with donor restrictions and without donor restrictions on its balance sheet. Such funds are held by Hospital Sisters of St. Francis Foundation, Inc., a related tax-exempt organization. While these funds are held to further one or more exempt purposes of the filing organization, they are not maintained exclusively for the filing organization. The board of directors of Hospital Sisters of St. Francis Foundation, Inc. maintains ownership and ultimately authority and discretion over the use of these funds. Based on the above, the related amounts have not been reported as endowment funds on Part V of Schedule D. Form 990, Part VI, Line 13 WHISTLEBLOWER POLICY PROVISIONS WITHIN THE CORPORATE COMPLIANCE PROGRAM AND CONFLICT OF INTEREST POLICY PROVIDE PROTECTIONS FOR WHISTLEBLOWER TYPE ACTIVITIES. Form 990, Part VI, Line 1a Governing body delegated broad authority to an executive committee PER ARTICLE 5.5 OF THE ORGANIZATION'S BY-LAWS, THE GOVERNING BODY DELEGATES BROAD AUTHORITY TO AN EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL BE VESTED WITH AND MAY IN ITS DISCRETION EXERCISE THE FULL POWERS, DUTIES, RESPONSIBILITIES, AND AUTHORITY OF THE BOARD EXCEPT WHERE PROHIBITED BY LAW AND SUBJECT TO ANY LIMITATIONS IMPOSED BY THE BYLAWS OR THE BOARD OF DIRECTORS. AS PROVIDED IN THE BY-LAWS, THE EXECUTIVE COMMITTEE SHALL CONSIST OF FOUR TO SIX MEMBERS, INCLUDING THE CHAIRPERSON OF THE BOARD, THE VICE CHAIRPERSON, THE PRESIDENT AND OTHER MEMBERS SELECTED FROM AMONG THE DIRECTORS BY THE BOARD. Form 990, Part VI, Line 6 Classes of members or stockholders The Members of this corporation shall be Hospital Sisters Ministries, which shall consist of the individuals who from time to time are duly appointed by the Provincial Council of the Hospital Sisters of St. Francis to be members of the Hospital Sisters Ministries and shall have all powers granted to members of not-for-profit corporations under the laws of the State of Illinois, the Corporation's Articles of Incorporation and Bylaws. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body Pursuant to Section 2.3 of the HSHS Bylaws, the member, Hospital Sisters Ministries, which shall consist of the individuals who from time to time are duly appointed by the Provincial Council of the Hospital Sisters of St. Francis, shall have the right to appoint and remove the HSHS board of directors, officers of the board and president. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders The governance and operations of HSHS (The Corporation) shall be subject in all respects to the Members' right to exercise the reserved powers set forth in the Bylaws with respect to the Corporation and organizations of which the Corporation is either, directly or indirectly, a controlling member or a controlling shareholder (the "Affiliates"). The Members shall have the exclusive right to exercise the Reserved Powers, and the Board of Directors of the Corporation shall have no power or authority over the Corporation which would in any way conflict with the Members' exclusive right to exercise the Reserved Powers. The Reserved Powers shall include all rights granted to the Members of a not-for-profit corporation by law and the right to: (a) Adopt, approve amendments to, or amend any statement of philosophy, mission, mission integration or values or any name, logo, or mark of the Corporation or of any Affiliate; (b) Adopt, approve amendments to, or amend the Articles of Incorporation of the Corporation or of any Affiliate; (c) Adopt, approve amendments to, or amend the Bylaws of the Corporation or of any Affiliate; ( d) Appoint and remove the Board of Directors, any one or more of the Directors of the Corporation or of Hospital Sisters Services, Inc. ("HSSI"), and the Chairperson and President of the Corporation or of HSSI; ( e) Approve the recommendation of the Board of Directors to appoint or remove the Board of Directors, any one or more Directors of the Corporation or of HSSI, or the Chairperson and President of the Corporation or of HS SI. ( f) With respect to the Corporation or any Affiliate, approve the purchase, sale, alienation, exchange, lease or encumbrance of any real, tangible or intangible property of the Corporation or of any Affiliate, which property has a value in excess of limits set from time to time by the Members; (g) Approve debt incurred by the Corporation or any Affiliate in an amount in excess of limits set from time to time by the Members; (h) Approve deviations by the Corporation from the annual capital and operating budgets in an amount or percentage specified by the Members from time to time; (i) Approve the consolidated strategic plan and goals of the Corporation; G) Approve the sale of substantially all of the assets of the Corporation or of any Affiliate; (k) Approve the merger or dissolution of the Corporation or of any Affiliate; (l) Adopt or amend the plan for ministry education and governance for the Corporation and its Affiliates; (m) Approve the Corporation's Mission Accountability Reports and those of any Affiliate; and (n) Adopt policies to implement the Reserved Powers of the Members. Form 990, Part VI, Line 11b Review of form 990 by governing body THE ORGANIZATION ENGAGES CROWE LLP TO ASSIST IN THE OVERALL REVIEW AND ELECTRONIC SUBMISSION OF ITS FORM 990. CROWE LLP PROVIDES GUIDANCE IN IDENTIFYING CRITICAL ERRORS IN THE RETURN SUBMISSION AND FEEDBACK ON QUANTITATIVE AND QUALITATIVE RESPONSES. ADDITIONALLY, THE ORGANIZATION'S CFO PERFORMS A THOROUGH REVIEW OF THE RETURN, AND REVIEWS IT WITH THE ORGANIZATION'S CEO, AND/OR SENIOR LEADERS, BEFORE PRESENTING IT IN ITS ENTIRETY TO THE BOARD FOR QUESTIONING AND REVIEW PRIOR TO THE RETURN'S SIGNING AND SUBMISSION TO THE IRS. Form 990, Part VI, Line 12c Conflict of interest policy A REVISED CORPORATE COMPLIANCE PROGRAM AND CONFLICT OF INTEREST POLICY HAVE BEEN USED SINCE JANUARY, 2009 TO ESTABLISH THE PRACTICE OF MANAGING CONFLICTS OF INTEREST USING A SYSTEM-WIDE PROTOCOL FOR DISCLOSURE STATEMENTS. IN ACCORDANCE WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY, ALL COVERED PERSONS HAVE A DUTY TO COMPLY WITH THE CONFLICT OF INTEREST POLICY FOR ANY CONTRACT, TRANSACTION, RELATIONSHIP, OR ACTIVITY CONTEMPLATED, ENTERED INTO, OR CONDUCTED AT HSHS. THE POLICY DEFINES COVERED PERSONS AS BOARD MEMBERS, BOARD COMMITTEE MEMBERS, OFFICERS, BOARD DESIGNEES, SENIOR MANAGEMENT, MEMBERS OF ANY COMMITTEE THAT OVERSEES THE APPROVAL OF PHARMACEUTICALS AND MEDICAL DEVICES, AND ANY OTHER INDIVIDUAL WHO HOLDS A POSITION OF TRUST. ON AN ANNUAL BASIS, HSHS DISCLOSES A COPY OF THE CONFLICT OF INTEREST POLICY, (AND ALL CORRESPONDING PROCEDURES, GUIDELINES, FORMS, AND TOOLS), TO ALL COVERED PERSONS, AND ADVISES ALL COVERED PERSONS IN WRITING OF ANY SUBSTANTIVE CHANGES TO THIS POLICY AND SUCH RELATED MATERIALS. THE COVERED PERSONS ARE REQUIRED TO REVIEW AND COMPLETE THE CORRESPONDING CONFLICT OF INTEREST STATEMENT. THE SYSTEM OFFICE VICE PRESIDENT, SYSTEM RESPONSIBILITY OR MEMBERS OF THE AUDIT AND INTEGRITY COMMITTEE ("COMMITTEE") ARE AVAILABLE TO ANSWER ANY QUESTIONS A COVERED PERSON MAY HAVE. IN ADDITION, IF, AT ANY TIME AFTER SUBMITTING AN ANNUAL CONFLICT OF INTEREST STATEMENT, A COVERED PERSON BECOMES AWARE OF AN INTEREST THAT HE OR SHE WOULD HAVE HAD TO DISCLOSE AT THE ANNUAL INTERVAL, THE COVERED PERSON SHALL PROMPTLY DISCLOSE THE INTEREST TO THE COMMITTEE USING THE HSHS CONFLICT OF INTEREST DISCLOSURE STATEMENT. COMPLETED CONFLICT OF INTEREST STATEMENTS ARE SUBMITTED TO THE COMMITTEE OF HSHS WHICH IS RESPONSIBLE FOR IDENTIFYING, ASSESSING, AND MANAGING CONFLICTS OF INTEREST THAT ARISE IN THE COURSE OF CONDUCTING THE AFFAIRS OF HSHS. IF THE COMMITTEE DETERMINES THAT A CONFLICT OF INTEREST EXISTS, HSHS SHALL NOT ENGAGE IN, OR ENTER INTO A PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY UNLESS THE COMMITTEE OR, WHERE NECESSARY, THE BOARD OF DIRECTORS (ACTING THROUGH ITS DISINTERESTED MEMBERS), HAS INVESTIGATED ALTERNATIVES TO THE PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY AND, IN THE ABSENCE OF ALTERNATIVES THAT ARE IN THE BEST INTERESTS OF HSHS, HAS DETERMINED: 1. THAT, REGARDLESS OF WHETHER THE COVERED PERSON PARTICIPATES IN THE IMPLEMENTATION OF THE PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY; 2. THE CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY IS IN THE BEST INTERESTS OF HSHS; 3. THE CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY IS FAIR AND REASONABLE FROM THE PERSPECTIVE OF HSHS; AND 4. HSHS CANNOT OBTAIN A MORE ADVANTAGEOUS CONTRACT, TRANSACTION, ARRANGEMENT OR ACTIVITY WITH REASONABLE EFFORTS UNDER THE CIRCUMSTANCES. IN DETERMINING WHETHER A CONTRACT, TRANSACTION, OR ARRANGEMENT IS FAIR AND REASONABLE TO HSHS, THE COMMITTEE SHALL CONSIDER, WHERE APPLICABLE: 1. APPRAISALS OR OTHER INDEPENDENT VALUATIONS OF THE FAIR MARKET VALUE OF THE CONTRACT, TRANSACTION, OR ARRANGEMENT; 2. INFORMATION REGARDING COMPARABLE CONTRACTS, TRANSACTIONS, OR ARRANGEMENTS BETWEEN UNRELATED PARTIES; 3. OFFERS FROM COMPARABLE COMPETING ENTITIES; AND/OR 4. STUDIES OF COMPARABLE COMPENSATION ARRANGEMENTS. IN ANY CASE IN WHICH THE COMMITTEE FINDS, AFTER TAKING THE STEPS DESCRIBED ABOVE, THAT HSHS SHOULD PARTICIPATE IN A PROPOSED TRANSACTION OR ARRANGEMENT DESPITE THE EXISTENCE OF A CONFLICT OF INTEREST, THE COMMITTEE SHALL DEVELOP, IMPLEMENT, MONITOR, AND ENFORCE COMPLIANCE WITH A CONFLICT MANAGEMENT PLAN FOR MANAGING THE CONFLICT OF INTEREST AS IT CONSIDERS NECESSARY FOR SUCH FINDINGS TO REMAIN VALID THROUGHOUT THE LIFE OF THE CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY. ALL CONFLICT MANAGEMENT PLANS SHALL: 1. STATE THAT THE COMMITTEE WILL OVERSEE, MONITOR, AND ENFORCE COMPLIANCE WITH THE PLAN THROUGHOUT THE COURSE OF THE STUDY, AND SPECIFY MEANS FOR DOING SO, INCLUDING, WITHOUT LIMITATION, THAT THE APPROPRIATE INDIVIDUALS MUST PROVIDE THE COMMITTEE WITH WRITTEN REPORTS PERTAINING TO COMPLIANCE WITH THE CONFLICT MANAGEMENT PLAN, THAT THE COMMITTEE SHALL HAVE THE RIGHT TO AUDIT THE STUDY FOR SUCH COMPLIANCE, AND THE RIGHT TO IMPOSE SANCTIONS FOR NON-COMPLIANCE; 2. STATE THAT THE PLAN MUST BE SHARED WITH COVERED PERSON WHOSE INTERESTS IT WAS DEVELOPED TO MANAGE; 3. STATE THAT THE PLAN MUST BE SHARED WITH, AND PERIODIC REPORTS ON COMPLIANCE WITH THE PLAN MUST BE PROVIDED TO THE BOARD, SENIOR MANAGEMENT AND/OR GOVERNMENT AGENCIES; AND 4. PROVIDE FOR SUCH OTHER MANAGEMENT STEPS AND MECHANISMS THE COMMITTEE CONSIDERS NECESSARY AND APPROPRIATE. IN ADDITION TO THE COMMITTEE, THE SYSTEM OFFICE VICE PRESIDENT OF SYSTEM RESPONSIBILITY AND RISK & COMPLIANCE MAY RETAIN SUCH INDEPENDENT ADVISORS OR EXPERTS AS DEEMED NECESSARY TO ASSIST IN MAKING ITS DETERMINATIONS AND DECISIONS. IF THE COMMITTEE DETERMINES THAT THE CONTEMPLATED TRANSACTION, RELATIONSHIP, ARRANGEMENT OR ACTIVITY CANNOT PROCEED DUE TO A CONFLICT OF INTEREST, THE COMMITTEE SHALL INFORM THE APPLICABLE COVERED PERSON OR DECISION-MAKING BODY OF SUCH DETERMINATION WITHIN ONE WEEK OF THE COMMITTEE MEETING AT WHICH THE CONTEMPLATED TRANSACTION WAS DISCUSSED. THE COMMITTEE SHALL DOCUMENT ITS REJECTION OF THE CONTEMPLATED TRANSACTION IN THE COMMITTEE'S MEETING MINUTES. Form 990, Part VI, Line 15a Process to establish compensation of top management official THE COMPENSATION COMMITTEE (COMMITTEE) IS COMPRISED OF INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS. THE COMMITTEE DEVELOPS A COMPENSATION PHILOSOPHY FOR THE SYSTEM AND ALL AFFILIATES. THE COMMITTEE SELECTS AND HIRES THE INDEPENDENT COMPENSATION CONSULTANT TO DEVELOP COMPARABILITY DATA AND ADVISE THE COMMITTEE DURING ITS DELIBERATIONS REGARDING ALL ELEMENTS OF TOTAL COMPENSATION FOR ALL HSHS EXECUTIVES, (the top management official, other officers and key employees). INTEGRATED HEALTHCARE STRATEGIES ("IHS"), THE CONSULTANTS UTILIZED BY THE COMMITTEE, USE DATA FROM MULTIPLE TAX-EXEMPT PEER GROUP SOURCES (derived from a full market review conducted every other year) TO DETERMINE SALARY RANGES, INCENTIVE OPPORTUNITY RANGES AND BENEFITS FOR THE HSHS executives. IHS THEN ASSISTS THE COMMITTEE IN PREPARING CONTEMPORANEOUS DOCUMENTATION OF ALL ACTIONS. EACH COMMITTEE MEETING IS CONDUCTED WITH THE INTENT TO CREATE A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR ALL ELEMENTS OF EXECUTIVE TOTAL COMPENSATION. THE CHAIRMAN MAKES THIS DECLARATION AND ALSO INQUIRES IF THERE ARE ANY CONFLICTS OF INTEREST BY ANY ATTENDEES. ANY CONFLICTS ARE DISCLOSED AND THE COMMITTEE THEN ACTS IN A MANNER TO AVOID ANY CONFLICTED INDIVIDUAL PARTICIPATING IN ANY MANNER WHERE A CONFLICT MIGHT EXIST. AT THE END OF THE MEETING, THE COMMITTEE PREPARES CONTEMPORANEOUS MINUTES THAT RECORD ALL ACTIONS TAKEN DURING THE MEETING. The process for reviewing compensation by the compensation committee is completed each fiscal year. Form 990, Part VI, Line 15b Process to establish compensation of other employees PLEASE SEE RESPONSE TO FORM 990, PART VI, LINE 15A. Form 990, Part VI, Line 19 Required documents available to the public BOARD-APPROVED FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE GENERAL PUBLIC AT THIS TIME. Form 990, Part VII, Section A COMPENSATION ARRANGEMENT HOSPITAL SISTERS HEALTH SYSTEM EMPLOYS THE MANAGEMENT/OFFICERS OF THE VARIOUS ENTITIES WHICH ARE CENTRALLY SUPPORTED FOR THE BENEFIT OF THE HOSPITALS IT SUPPORTS. Form 990, Part IX, Line 11g Other Fees Contract Labor and Consulting - Total Expense: 25564179, Program Service Expense: 25419145, Management and General Expenses: 145034, Fundraising Expenses: 0; Form 990, Part X, Line 11 POOLED INVESTMENT ACCOUNT HOSPITAL SISTERS HEALTH SYSTEM CASH RESERVES ARE INVESTED IN A POOLED INVESTMENT ACCOUNT. PARTICIPATION IN THE POOLED FUND IS LIMITED TO THE 501(C)(3) HOSPITALS AND RELATED HEALTH SERVICES ORGANIZATIONS SPONSORED BY HSHS. THE POOLED ACCOUNT CONSISTS OF CASH, AND EQUITY AND DEBT SECURITIES THAT ARE PUBLICLY TRADED. IN ACCORDANCE WITH THE PROVISIONS OF SFAS NO. 124 "ACCOUNTING FOR CERTAIN INVESTMENTS HELD BY NOT-FOR-PROFIT ORGANIZATIONS," INVESTMENTS IN EQUITY SECURITIES WITH READILY DETERMINABLE VALUES, AND ALL INVESTMENTS IN DEBT SECURITIES, ARE REPORTED AT FAIR VALUE ON THE BALANCE SHEET. INCOME, REALIZED AND UNREALIZED GAINS AND LOSSES ARE NOT IDENTIFIED TO THE PARTICIPANTS. Form 990, Part XI, Line 9 Other changes in net assets or fund balances TRANSFERS FROM AFFILIATES - 27929345; CHANGE IN PENSION FUND STATUS - 2997212; CHANGE IN BENEFICIAL INTEREST IN THE FOUNDATION - -176898; EQUITY IN EARNINGS OF KIARA - -40665475; NET ASSETS RELEASED PPE - 2131998; Schedule O AFFILIATED SYSTEM DISCLOSURE Headquartered in Springfield, Illinois, Hospital Sisters Health System (HSHS) is a highly integrated, multi-institutional health care system comprised of 15 hospitals and more than 200 physician practice sites in Illinois and Wisconsin. HSHS is sponsored by Hospital Sisters Ministries (HSM), which is a public juridic person of the Roman Catholic Church. HSHS continues the health care ministries begun by its founders, the Hospital Sisters of St. Francis, more than 140 years ago, in rural and midsized communities throughout Illinois and Wisconsin. HSHS provides compassionate, holistic, high quality, and cost-effective health care through its acute care hospitals, physician practices, home health programs, palliative and hospice programs, and community outreach services. In addition, HSHS affiliated hospitals include critical access facilities that offer essential health services that otherwise would not be available in many communities. Our mission calls us to reveal and embody Christ's healing love for all people, and we extend our high quality Franciscan health care ministry beyond the walls of our hospitals by providing community health improvement services with special emphasis on the poor and vulnerable. In addition to providing community health improvement services to the broader community, HSHS cares for everyone who comes to its facilities, regardless of their ability to pay. In tandem with a variety of cross sector community partners, HSHS's Community Benefit initiatives are strategically planned and professionally implemented to improve access to health care services; enhance the health of the community; advance medical or general health care knowledge; and relieve or reduce the burden of government to improve health. The COVID-19 pandemic caused an unprecedented disruption in healthcare services across the United States. HSHS responded with services that benefited our communities, including free telehealth screenings, free testing, and coordination with other healthcare providers in the communities we serve to best ensure access to needed care. In FY2020, HSHS collectively provided $244.0 million in Community Benefit (10.0% of total hospital expenses) including more than $1 million in response to the pandemic. Of the total Community Benefit provided, HSHS spent $26.9 million provided for Financial Assistance (aka Charity Care) and $173.3 million for unreimbursed care provided as part of the Medicaid program. In addition, HSHS hospitals committed significant resources to treat Medicare patients. The cost of providing services to primarily elderly beneficiaries of the Medicare program - in excess of governmental and managed care contract payments - was $183.9 million. HSHS hospitals also recorded $26.4 million in uncollectible accounts. While HSHS does not count the latter two amounts as Community Benefit, they nonetheless reflect our commitment to serving all persons in need of care. In addition to the dollars invested in our Community Benefit programs, HSHS continues to reinvest any surplus revenue from operations and investments into new medical technology, facility infrastructure and health care services in our communities. By doing so, we ensure our ability to meet the ongoing demand for high quality, efficient and easily accessible health care. 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FOR ALL ORGANIZATIONS REPORTED AS 512(B)(13) CONTROLLED IN SCHEDULE R, PART II, PLEASE SEE SCHEDULE A, PART IV FOR THE ONLY TRANSACTIONS BETWEEN THESE ORGANIZATIONS. HOSPITAL SISTERS HEALTH SYSTEM (HSHS) CHARGES A MANAGEMENT FEE TO THE RELATED ORGANIZATIONS FOR SERVICES RENDERED IN FULFILLING THE MISSION OF HSHS. Schedule R, Part VII Related Organizations Due to the increasingly complex organization structure of Hospital Sisters Health System and Affiliates, the filing organization has elected to report all organizations within Hospital Sisters Health System as related, regardless of ownership interest or "control" as defined by the instructions to Schedule R. The intent of this reporting is to promote transparency and increase consistency across the numerous Form 990 submissions by Hospital Sisters Health System and Affiliates.