2020-08-17T08:27:25-05:00 2019-09-30 861065772 Deloitte Tax LLP 695 Town Center Drive Suite 1200 Costa Mesa CA 926261924 990 2018-10-01 455195864 St Luke's Clinic Coordinated Care Ltd STLU 2087069585 190 E Bannock Boise ID 83712 Peter DiDio Vice-President, Controller 2087069585 2020-08-17 1 John Sadoff P00540589 7144367100 72.49.173.45 2020-08-17 02:17:20 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 0F15B0CDE5A4E1FB9EC7511A30B41E30291BB2E7 2018 2020-09-22 18:59:49Z St Luke's Health Partners Accountab Christine L Neuhoff 190 E Bannock Boise ID 83712 312879789 0 X www.stlukesonline.org X 2012 ID Accountable Care Organization (ACO) organized to participate in the Medicare Shared Savings Program (MSSP). 14 4 0 4 0 0 0 0 230518863 312879789 0 0 0 0 230518863 312879789 454 342 0 0 0 0 0 0 0 232463424 298201038 232463878 298201380 -1945015 14678409 1399999 4325810 12256651 504053 -10856652 3821757 Improve the quality of healthcare delivered, and lower cost for the patients served. 0 0 295640390 342 312879789 St. Luke's Clinic Coordinated Care, Ltd. (SLCCC) is a wholly owned subsidiary of St. Luke's Health System, formed as an accountable care organization to bring doctors, hospitals, and other health care providers together to provide coordinated, high-quality care at lower costs to the population. SLCCC participates in the Next Generation ACO (NGACO) model, a Centers for Medicare and Medicaid Innovation initiative that provides tools to support better patient engagement and care management to improve health outcomes, while also furthering the goal of paying providers based on the quality rather than the quantity of care provided. There are over 550 providers and 31,000 beneficiaries participating in the NGACO. 295640390 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 14 4 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X X Peter DiDio Vice-President Controller 2087069585 190 E Bannock Boise ID 83712 X Aaron Brown MD Director 2.00 40.00 X 0 42172 0 David K Seppi MD Director 2.00 40.00 X 0 731033 48627 David Peterman MD Director 2.00 0.00 X 0 0 0 James Souza MD Director 2.00 40.00 X 0 676610 50247 John Kaiser MD Director 2.00 40.00 X 0 259302 0 Mr Chris Roth Director 2.00 50.00 X 0 751874 49643 Mr Daniel Reed Director 2.00 0.00 X 0 0 0 Mr David Self Director 2.00 40.00 X X 0 442923 29450 Mr Gary Fletcher Director 2.00 0.00 X 0 130721 0 Mr Jeffrey S Taylor Director 2.00 52.00 X 0 990327 205605 Mr Robert Ohlensehlen Director 2.00 0.00 X 0 0 0 Ms Christine Neuhoff Chair 2.00 52.00 X X 0 615182 43075 Ms Cynthia York Director 2.00 0.00 X 0 0 0 Ms Pamela Lindemoen Director 2.00 42.00 X X 0 590637 26811 Matthew Wolff VP Network Ops SLHP/Treasurer 40.00 0.00 X 0 163874 30112 Mr Benjamin Keith Managing Counsel/Secretary 2.00 40.00 X 0 171556 38656 0 5566211 522226 0 1 1 0 Evolent Health LLC 800 N Glebe Road Suite 500 Arlington VA 22203 Value-Based Risk 1875817 Risk Strategies CO 160 Federal St Boston MA 02110 Value-Based Risk 595000 Health Catalyst 3165 Millrock Dr Salt Lake City UT 84121 Data and Analytics Technology 406427 Milliman 1301 Fifth Avenue Suite 3800 Seattle WA 98101 Actuarial Services 306549 Royal Jay LLC 6225 N Meeker Pl 250 Boise ID 83713 Risk Management 101588 5 Net Patient Revenue 900099 312879789 312879789 312879789 312879789 312879789 0 0 342 342 278821 273910 4911 1960 1960 156031 156031 32226 32226 164432 164432 Medical Claim Expense 290357854 290357854 Allocated SLHS Wages 3713481 1883981 1829500 Contract Service 3219778 3122279 97499 Allocated SLHS Expense 226109 226109 50346 64 50282 298201380 295640390 2560990 0 1399999 504053 0 3821757 1399999 4325810 1399899 504053 10856752 12256651 504053 X -10856652 3821757 -10856652 3821757 1399999 4325810 14678409 0 X 0 1 X 1 0 X 210231495 230518863 312879789 753630147 210231495 230518863 312879789 753630147 0 0 0 753630147 210231495 230518863 312879789 753630147 1.00000 0.00000 0.00000 0.00000 X Form 990-Schedule A,Part III St. Luke's Clinic Coordinated Care, Ltd. (SLCCC) was organized on May 1, 2012 for the purpose of operating as an Accountable Care Organization (ACO)and participating in the Medicare Shared Savings Program (MSSP). The MSSP is a program administered by the Centers for Medicare and Medicaid Services (CMS)and CMS must approve all ACO applications. Part of the application process requires that an organization seeking ACO status must first organize itself as a separate legal entity. On December 11,2012, SLCCC received offical approval from CMS and began operating as an ACO on January 1, 2013. The approved operation period for the ACO is three (3) years. If SLCCC meets the thresholds set by CMS to quaify for reimbursement,then from CMS will reimburse SLCCC in the following manner: Calendar Year Calendar Year of Operation: for Potential Reimbursement: 2013 2014 2014 2015 2015 2016 In September-2015, CMS notified SLCCC that even though SLCCC was able to achieve savings in Medicare reimbursement, SLCCC did not meet the required minimum performance thresholds during CY'14 to qualify for shared savings reimbursed reimbursement. Beginning in 2017, SLCCC participated in CMS's NextGeneration ACO program instead of MSSP. 0 Due from Related Organizations 3821757 3821757 X Part X, Line 2: Footnote Disclosure-Uncertain Tax Positions Under ASC 740 (Source: Consolidated Financial Statements-St. Luke's Health System) Income Taxes: The Health System is a not-for-profit corporation and is recognized as tax-exempt pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Health System also has taxable subsidiaries and operations, which are included in the consolidated financial statements. The Health System accounts for uncertain tax positions in accordance with Accounting Standards Codification ("ASC") Topic 740. Income tax liabilities are recorded for the impact of positions taken on income tax returns, which management believes are not more likely than not to be sustained on tax audit. Management is not aware of any uncertain tax positions that should be recorded. The Health System includes penalties and interest, if any, with its provision for income taxes in the nonoperating items in the consolidated statements of operations and changes in net assets. 0 1 0 0 0 0 0 0 0 David K Seppi MD Director 0 579083 0 0 0 151950 0 25114 0 23513 0 779660 0 0 James Souza MD Director 0 623486 0 0 0 53124 0 33546 0 16701 0 726857 0 0 John Kaiser MD Director 0 259302 0 0 0 0 0 0 0 0 0 259302 0 0 Mr Chris Roth Director 0 706430 0 0 0 45444 0 29330 0 20313 0 801517 0 0 Mr David Self Director 0 429422 0 0 0 13501 0 20097 0 9353 0 472373 0 0 Mr Jeffrey S Taylor Director 0 692292 0 0 0 298035 0 183892 0 21713 0 1195932 0 0 Ms Christine Neuhoff Chair 0 606556 0 0 0 8626 0 25114 0 17961 0 658257 0 0 Ms Pamela Lindemoen Director 0 528793 0 30000 0 31844 0 20898 0 5913 0 617448 0 0 Matthew Wolff VP Network Ops SLHP/Treasurer 0 163553 0 0 0 321 0 3988 0 26124 0 193986 0 0 Mr Benjamin Keith Managing Counsel/Secretary 0 134681 0 0 0 36875 0 12230 0 26426 0 210212 0 0 Part I, Line 3 Compensation for the organization's CEO is determined by St. Luke's Health System, Ltd. (System), sole member of St. Luke's Clinic Coordinated Care, Ltd. The System board approves the compensation amount per the recommendation of its compensation committee, and the decision is then reviewed and ratified by the board of directors for St. Luke's Clinic Coordinated Care, Ltd. In determining compensation for the CEO, the System board utilizes the following criteria: Compensation Committee Independent compensation consultant Compensation survey or study Approval by the board or compensation committee Part I, Line 4b During CY'18, the following individuals participated in a supplemental non-qualified executive retirement plan: SERP SERP-Gross Up Total Jeffrey Taylor $133,766 $106,280 $240,046 Gary Fletcher received $184,556 of benefits for prior service in a supplemental retirement plan. Part I, Line 4b: During CY'18, Jeffrey S. Taylor was a participant in the supplemental non-qualified executive retirement plan. There were no additional benefits accrued during CY'18 on behalf of the participant. Part II-Column (c) During CY'18 the following individual participated in the basic pension plan. Due to enhanced benefits adopted in 2018 and changes in actuarial assumptions this individual experienced an increase in the vested balance of the plan. Jeffrey Taylor $150,346 Form 990, Part VI, Section A, line 2 Some board members serve with other board members on non-St. Luke's boards. Each of the following board members, officers and key employees has a business relationship with another by virtue being an officer, key employee or sitting on the board of directors of another St. Luke's entity. Ms. Christine Neuhoff Mr. Chris Roth Ms. Pamela Lindemoen James Souza, MD Mr. David Self Mr. Jeff Taylor Form 990, Part VI, Section A, line 6 St. Luke's Health System, Ltd. is the sole member of St. Luke's Clinic Coordinated Care, Ltd. Form 990, Part VI, Section A, line 7a St. Luke's Clinic Coordinated Care, Ltd. (Corporation), after consulting with the President and CEO of St. Luke's Health System, Ltd. (Member) shall employ a competent President of the Corporation. St. Luke's Health System, Ltd., is the sole member of the Corporation. Form 990, Part VI, Section A, line 7b St. Luke's Health System, Ltd. (Member) maintains approval and implementation authority over St. Luke's Clinic Coordinated Care, Ltd. (Corporation). Approval Authority means those actions which require approval by the Corporation and the Member for the action to be valid. Actions requiring Approval Authority may be initiated by the Corporation (by action of its Board of Directors) and must be approved by both the Corporation and the Member. Actions requiring approval authority include: (a) Changes to the Statements of mission, philosophy, and values of the Corporation; (b) Amendment of the Articles of Incorporation of the Corporation; (c) Amendment of the Bylaws of the Corporation; (d) Appointment of members to the Corporation's Board of Directors, other than ex officio Directors as defined in the bylaws; (e) Removal of an individual from the Corporation's Board of Directors if and when removal is requested by the Corporation's Board of Directors, which request may only be made if the Director is failing to meet the reasonable expectations for service on the Corporation's Board of Directors that are applicable to the Corporation (the "Approved Board Member Expectations"); (f) Approval of operating and capital budgets of the Corporation (each an "Approved Budget"), and deviations to an Approved Budget over amounts established from time to time by the Member; (g) Approval of the strategic/tactical plans and goals and objectives (the "Approved Plans") of the Corporation; (h) Approval to establish, engage in or enter into any contract or arrangement relating to any initiative or business line supplementing its core MSSP efforts, including but not limited to similar programs and initiatives designed to manage, coordinate, and promote accountability for the quality, patient safety, cost, and overall care of patients; (i) Approval of or revisions to the methodology or plan under which the Corporation distributes shared savings or other compensation relating to the MSSP or any other similar initiative or program in which the Corporation participates to participating persons or organizations; (j) Approval to voluntarily cease or substantially modifying its participation in the MSSP as an ACO for any reason; and (k) Approval of such other matters as are expressly reserved for, or are otherwise within the power of, the Member under applicable law or the Company's Articles of Incorporation or these Bylaws. Implementation Authority means those actions which the Member may take without the approval or recommendation of the Corporation. This authority will not be utilized until there has been appropriate communication between the Member and the Corporation's Board of Directors and its Chief Executive Officer. Actions requiring implementation authority include: (a) Appointment of the auditor for the Corporation and coordination of the Corporation's annual audit; (b) Sale, lease, exchange, mortgage, pledge, creation of a security interest in or other disposition of real or personal property of the Corporation if such property has a fair market value in excess of a limit set from time to time by the Member and that is not otherwise contained in an Approved Budget; (c) Sale, merger, consolidation, change of membership, sale of all or substantially all of the assets of the Corporation; (d) The dissolution of the Corporation, (e) Incurrence of debt by the Corporation in accordance with requirements established from time to time by the Member and that is not otherwise contained in an Approved Budget; and (f) Any action necessary in order to (a) carry out the tax-exempt purpose of the Member and/or any of its tax-exempt affiliates, (b) protect or preserve the tax-exempt status of (or the bonds relating to) the Member or any of its tax-exempt affiliates, and/or (c) protect the Medicare provider status of any affiliates of Member. Form 990, Part VI, Section B, line 11b The Form 990 (Form) is reviewed by an independent public accounting firm based on audited financial statements of the St. Luke's Health System and with the assistance of the organization's finance and accounting staff. A complete copy of the Form 990 is made available to the Board of Directors prior to filing. Form 990, Part VI, Section B, line 12c The organization annually reviews the conflict of interest policy with each board member and also with new board members. Persons covered under the policy include officers, directors, senior executives, non-director members of Board committees, and others as identified by a senior executive. At all levels the board is responsible for assessing, reviewing, and resolving any conflicts of interest that have been disclosed by a covered person, or a conflict of interest disclosed by a covered person with respect to a covered person other than himself/herself. Where a conflict exists, the affected parties must recuse themselves from participating in any discussion related to the conflict. Form 990, Part VI, Section B, line 15 Executive compensation is set by St. Luke's Boards of Directors and is reviewed annually. Compensation levels are based on an independent analysis of comparable pay packages offered at similar institutions across the country, with the goal of placing executives in the 50th percentile in aggregate of those surveyed. These surveys are usually done annually. St. Luke's Health System is committed to providing the highest quality medical care to all people regardless of their ability to pay. To keep that commitment, St. Luke's puts a great deal of time and effort into recruiting and retaining the top physicians in a variety of medical fields. Our relationships with physicians range from having privileges at the hospital to full employment. For those physicians who choose to be employed, St. Luke's must offer competitive pay and benefits. Physician compensation is based on a range of criteria and can be influenced by a number of variables including: -Community need for medical specialty -Experience -Productivity -Geography -National surveys adjusted for local conditions -Willingness to serve regardless of patients' ability to pay -Duration of relationship and contractual terms -Performance on quality metrics To ensure physician compensation and benefits remain within industry standards and legal requirements for not-for-profit institutions, St. Luke's has a Physician Arrangements policy that specifies circumstances requiring a third-party valuation and also periodically uses third-party consulting firms to review St. Luke's physician compensation arrangements. Given the growing national shortage of physicians, recruiting and retaining physicians is more critical than ever to guarantee that people seeking care at St. Luke's will continue to have access to the physicians and specialists they need regardless of their insurance status or insurance provider. Form 990, Part VI, Section C, line 19 The organization's governing documents, conflict of interest policy, and financial statements are not available to the public. Form 990 is available for public inspection on our website, which contains financial information. Form 990, Part VII, Section A Allocation of Compensation and Hours: The total hours worked and compensation reported for the following individuals represent services rendered to organizations within the St. Luke's Health System: Pam Lindemoen: St. Luke's Health System,Ltd. St. Luke's Regional Medical Center,Ltd. Mountain States Tumor Institute,Inc. St. Luke's McCall,Ltd. St. Luke's Magic Valley Regional Medical Center,Ltd. St. Luke's Wood River Medical Center,Ltd. St. Luke's Clinic Coordinated Care,Ltd. St. Luke's Nampa Medical Center, Ltd. Chris Roth: St. Luke's Health System, Ltd. St. Luke's Regional Medical Center,Ltd. Mountain States Tumor Institute,Inc. St. Luke's Health Foundation, Ltd. St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic Coordinate Care, Ltd. Jeff Taylor: St. Luke's Health System, Ltd. St. Luke's Regional Medical Center, Ltd. Mountain States Tumor Institute, Inc. St. Luke's McCall, Ltd. St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic Coordinated Care, Ltd St. Luke's Nampa Medical Center, Ltd. Christine Neuhoff: St. Luke's Health System, Ltd. St. Luke's Regional Medical Center, Ltd. Mountain States Tumor Institute, Inc. St. Luke's McCall, Ltd. St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic Coordinated Care, Ltd. St. Luke's Nampa Medical Center, Ltd. David Seppi: St. Luke's Health System, Ltd. St. Luke's Clinic Coordinated Care,Ltd. James Souza: St. Luke's Health System, Ltd. St. Luke's Clinic Coordinated Care,Ltd. John Kaiser: St. Luke's Health System, Ltd. St. Luke's Clinic Coordinated Care,Ltd. David Self: St. Luke's Health System, Ltd. St. Luke's Clinic Coordinated Care,Ltd. Gary Fletcher: St. Luke's Health System, Ltd. St. Luke's Clinic Coordinated Care,Ltd. Also, it should be noted that the hours reported for the directors (employed by St. Luke's), officers, key employees, and highest paid employees are based on a minimum 40 hour work week. However, due to the demands of their roles within the St. Luke's Health System, the hours worked by these individuals often exceed the minimum required 40 hours. Part VII Section A: St. Luke's Clinic Coordinated Care, Ltd. (SLCCC), an Accountable Care Organization (ACO), has contracted with the following participating hospitals and physician practices within the St. Lukes Health System. The following related organizations within the St. Luke's Health System have executed Participating Provider Agreements with SLCCC: St. Luke's Regional Medical Center, Ltd. St. Luke's Clinic-Treasure Valley, LLC St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Clinic, LLC St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic-Wood River, LLC St. Luke's McCall, Ltd. St. Luke's Clinic-McCall, LLC In addition, SLCCC has executed Participating Provider agreements with the following providers that have Exclusive Service Agreements with St. Luke's Health System: -Southern Idaho Radiology, P.A. -Valley Pathology Associates, PLLC Part VII Section A: Aaron Brown,M.D. Professional Service Agreement and Compensation Aaron Brown, M.D. is a member of the Physician Center, PC (PC), a physician practice that contracts with St. Luke's Magic Valley Regional Medical Center, Ltd. (SLMV) to provide physician services to SLMV patients. Dr. Brown works at least 40 hours per week for SLMV on behalf of PC. During CY'18, SLMV made payments to PC totaling $7,360,223. During CY'18, Dr. Brown was compensated directly by SLMV for administrative services. The amount paid for these services was $42,172 and is reported in Part VII, Section A. John Kaiser,M.D. Professional Service Agreement and Compensation John Kaiser, M.D. is a member of Saltzer Medical Group (SMG), a physician practice that contracts with St. Luke's Regional Medical Center, Ltd. (SLRMC) to provide physician services to SLRMC patients. Dr. Kaiser works at least 40 hours per week for SLRMC on behalf of SMG. During CY'18, SLRMC made payments to SMG totaling $4,640,192. During CY'18, Dr. Kaiser was compensated directly by SLMV for administrative services. The amount paid for these services was $259,302 and is reported in Part VII, Section A. Mountain States Tumor Institute Inc 190 E Bannock Boise ID 83712 820295026 Healthcare Services ID 501(c)(3) 3 St Luke's Regional Medical Center 0 St Luke's Health Foundation Ltd 190 E Bannock Boise ID 83712 810600973 Fundraising ID 501(c)(3) 7 St Luke's Health System Ltd 0 St Luke's Health System Ltd 190 E Bannock Boise ID 83712 562570681 Supporting Organization ID 501(c)(3) 12C, III-FI N/A 0 St Luke's Magic Valley Regional Medical Center Ltd 190 E Bannock Boise ID 83712 562570686 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 St Luke's McCall Ltd 190 E Bannock Boise ID 83712 273311774 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 St Luke's Nampa Medical Center Ltd 190 E Bannock Boise ID 83712 821162805 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 St Luke's Regional Medical Center Ltd 190 E Bannock Boise ID 83712 820161600 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 St Luke's Wood River Medical Center Ltd 190 E Bannock Boise ID 83712 841421665 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0