2020-07-15T10:32:25-05:00 2019-06-30 470617373 COMMONSPIRIT HEALTH 198 INVERNESS DRIVE WEST ENGLEWOOD CO 80112 990 2018-07-01 760531713 St Luke's Medical Tower Corporation STLU 8323551000 6624 FANNIN ST 1100 HOUSTON TX 77030 MARK TERESI INTERIM CHIEF FINANCIAL OFFICER 2020-07-15 true ANGELA NOEL P01051055 3032989100 2018 2021-01-29 14:40:06Z T DOUGLAS LAWSON 6624 FANNIN ST 1100 HOUSTON TX 77030 1823 false X WWW.CHISTLUKESHEALTH.ORG X 1997 TX ST. LUKE'S MEDICAL TOWER CORPORATION OPERATES EXCLUSIVELY FOR THE BENEFIT OF AND TO CARRY OUT THE FUNCTIONS OF CHI ST. LUKE'S HEALTH BAYLOR COLLEGE OF MEDICINE. 3 3 0 0 0 0 0 6489 0 -6797 1823 0 -308 1823 0 0 0 0 0 100654 75500 100654 75500 -100962 -73677 174638953 173793399 937995 166118 173700958 173627281 As an affiliate of CommonSpirit Health, we make the healing presence of God known in our world by improving the health of the people we serve, especially those who are vulnerable, while we advance social justice for all. false false 75500 0 0 ST. LUKE'S MEDICAL TOWER CORPORATION WAS FORMED TO OPERATE EXCLUSIVELY FOR THE BENEFIT OF AND TO CARRY OUT THE FUNCTIONS OF CHI ST. LUKE'S HEALTH BAYLOR COLLEGE OF MEDICINE MEDICAL CENTER ("THE HOSPITAL") THROUGH THE OWNERSHIP AND FINANCING, DEVELOPING, OPERATING, MANAGING, LEASING, EQUIPPING, SELLING, ASSIGNING AND OTHERWISE DEALING WITH REAL PROPERTY FOR THE HOSPITAL AND ITS AFFILIATED ORGANIZATIONS. DURING FISCAL YEAR ENDING 6/30/17, ST. LUKE'S MEDICAL TOWER CORPORATION SOLD THE REAL PROPERTIES THAT GENERATED RENTAL REVENUES. 75500 true false false false false false false false false false false false true 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 false true false false false true X 0 0 0 false false false false false false true false false false false false X 3 3 false false false false true true false true true false false true true true true true true false false false X MARK TERESI 8323552885 6624 FANNIN ST STE 2505 HOUSTON TX 77030 Paul Klotman MD BD MEMBER/PRESIDENT 1.0 1.0 X X 0 0 0 Marc Shapiro BD MEMBER/SECRETARY 1.0 1.0 X X 0 0 0 Clayton Trier BD MEMBER/TREASURER 1.0 1.0 X X 0 0 0 T DOUGLAS LAWSON PHD CEO OF ST. LUKE'S HEALTH SYSTEM 1.0 49.0 X 0 1355710 146269 MARK MCGINNIS CFO OF ST. LUKE'S HEALTH SYTEM 1.0 49.0 X 0 757960 70777 0 2113670 217046 0 false false true 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1823 0 0 1823 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1823 0 0 1823 X 67563 67563 0 0 Other taxes 6388 6388 Miscellaneous Expenses 1549 1549 0 0 0 0 75500 75500 0 0 350 351 222780 234741 0 0 1636704 1611668 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 172779119 171946639 174638953 173793399 784223 14535 0 0 143884 143884 0 0 0 0 0 0 0 0 0 9888 7699 937995 166118 X 173700958 173627281 0 0 0 0 173700958 173627281 174638953 173793399 -73677 0 X false true X true false X X 1 CHI ST LUKE'S HEALTH BAYLOR COLLEGE OF MEDICINE MEDICAL CENTER 741161938 3 true 0 0 1 0 0 true false false false false false false false false false false false false false false true false INTERCOMPANY RECEIVABLES 171946639 LT Security Deposits 171946639 Other Current Liabilities Rental Deposits Payable 7699 7699 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote St. Luke's Medical Tower Corporation's financial information is included in the audited financial statements of CHI. St. Luke's Health Baylor College of Medicine Medical Center, who fully owns St. Luke's Medical Tower Corporation. CHI ST. LUKE'S HEALTH BAYLOR COLLEGE OF MEDICINE MEDICAL CENTER qualifies as a tax-exempt organization under Section 501(a) and is described in Section 501(c)(3) of the Code and is exempt from federal and state income taxes. Management annually reviews its tax positions and has determined that there are no material uncertain tax positions that require recognition in the accompanying consolidated balance sheets. false false false false false false false true false T DOUGLAS LAWSON PHD CEO OF ST. LUKE'S HEALTH SYSTEM 0 733582 0 443750 0 178378 0 126625 0 19644 0 1501979 0 0 MARK MCGINNIS CFO OF ST. LUKE'S HEALTH SYTEM 0 549815 0 127460 0 80685 0 41025 0 29752 0 828737 0 0 Schedule J, Part II COMPENSATION FROM AN UNRELATED ORGANIZATION OR INDIVIDUAL T. DOUGLAS LAWSON, PHD COMPNESATION FROM UNRELATED ORGNAIZATION - $1,501,979 UNRELATED ORGANIZATION - CATHOLIC HEALTH INITIATIVES TYPE OF COMPENSATION - OFFICER SALARY MARK MCGINNIS COMPNESATION FROM UNRELATED ORGNAIZATION - $828,737 UNRELATED ORGANIZATION - CATHOLIC HEALTH INITIATIVES & ST. LUKE'S HEALTH SYSTEM CORP TYPE OF COMPENSATION - OFFICER SALARY Schedule J, Part I, Line 7 Non-fixed payments ST. LUKE'S EXECUTIVES HAVE A NUMBER OF ANNUAL AND LONG TERM GOALS. FINANCIAL PERFORMANCE, QUALITY, PEOPLE, CUSTOMER SERVICE, AND GROWTH ARE EXAMPLES OF AREAS WHERE PERFORMANCE INDICATORS MAY BE ESTABLISHED. PERFORMANCE ON ALL GOALS IS EXAMINED BY THE SYSTEM BOARD AND AN AWARD LEVEL IS DETERMINED BASED ON OVERALL PERFORMANCE AGAINST TARGETS OR GOALS. IF AN AWARD IS GRANTED, IT IS EXPRESSED AS A PERCENTAGE OF THE INDIVIDUAL'S BASE INCOME. Form 990, Part V, Line 1a PAYMENT TO VENDORS ST. LUKE'S MEDICAL TOWER CORPORATION IS FULLY OWNED BY CHI ST. LUKE'S HEALTH BAYLOR COLLEGE OF MEDICINE MEDICAL CENTER, 65% OF WHICH IS OWNED BY ST. LUKE'S HEALTH SYSTEM CORPORATION. Payments to vendors are made by Catholic Health Initiatives, an affiliate of St. Luke's Health System Corporation, on St. Luke's Medical Tower Corporation's behalf. THEREFORE NO FORM 1099S ARE ISSUED BY ST. LUKE'S MEDICAL TOWER CORPORATION. CHI FILES THE FORM 1099S AND COMPLIES WITH THE BACKUP WITHHOLDING RULES FOR REPORTABLE PAYMENTS TO VENDORS AND GAMING WINNINGS. THE 1099S ISSUED BY CHI ON BEHALF OF ST. LUKE'S MEDICAL TOWER CORPORATION ARE REPORTED TO THE IRS. Form 990, Part VI, Line 12c Conflict of Interest Policy b) Board evaluation of transactions involving an officer / board member conflict of interest - I. The board carefully scrutinizes and must in good faith approve or disapprove any transaction in which CHI or a CHI entity is a party and in which the trustee or a corporate officer either: 1. Has a material financial interest; or 2. Is a trustee or corporate officer of the other party (other than a CHI affiliated organization). II. The board must approve the transaction by a majority of the trustees on the board (not counting any interested trustee). In reviewing such transactions between CHI or CHI entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board acts no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction is not approved unless the board determines that the transaction is fair to CHI or the CHI entity. III. A conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the approval or disapproval of the conflicted transaction. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. c) Board evaluation of non-transactional conflicts - I. The board carefully reviews and scrutinizes any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). II. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of CHI or the CHI entity. The board is encouraged to consult with the general counsel of CHI or his or her designee when considering disciplinary or corrective action. III. The conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the conflict matter. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. d) Record of proceedings - with respect to board member and officer conflicts of interest, minutes of the board are expected to reflect the identity of the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the board, and that the interested trustee or corporate officer was excused during the discussion, and that the interested trustee abstained from voting. D. Conflicts reporting: All conflicts of interest are reported by CHI as required by law, regulations, and policy. Form 990, Part VI, Line 6 Classes of members or stockholders ST. LUKE'S MEDICAL TOWER CORPORATION SHALL HAVE ONE MEMBER, THAT BEING CHI ST. LUKE'S HEALTH BAYLOR COLLEGE OF MEDICINE MEDICAL CENTER. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE BOARD OF DIRECTORS OF THE CORPORATION WILL CONSIST OF A MINIMUM OF FOUR BOARD MEMBERS OR SUCH OTHER NUMBER AS MAY BE DETERMINED BY THE CHI ST. LUKE'S HEALTH BAYLOR COLLEGE OF MEDICINE MEDICAL CENTER. Form 990, Part VI, Line 11b Review of form 990 by governing body THE RETURN WAS MADE AVAILABLE TO THE OFFICERS AND DIRECTORS BEFORE FILING. SUBSEQUENT TO THE RETURN BEING PROVIDED TO THE BOARD, THE TAX DEPARTMENT FILES THE RETURN WITH THE APPROPRIATE FEDERAL AND STATE AGENCIES, MAKING ANY NON-SUBSTANTIVE CHANGES NECESSARY TO EFFECT E-FILING. ANY SUCH CHANGES ARE NOT RESUBMITTED TO THE BOARD. Form 990, Part VI, Line 12c Conflict of interest policy The organization has a conflicts of interest ("COI") policy (the "policy") in place to maintain the integrity of its activities. Through February 7, 2019, conflicts were administered solely through Catholic Health Initiatives' ("CHI") Governance Policy No. 1 (described below). On February 8, 2019, in connection with the alignment of the Catholic Health Ministries of CHI and Dignity Health, the CommonSpirit Health Board of Stewardship Trustees approved CommonSpirit Health Corporate Responsibility Policy No. G-001, a CommonSpirit Health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing CHI COI policies and pre-closing Dignity Health COI policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing CHI COI policies shall continue to apply to the CHI entities and the individuals who were subject to the Pre-Closing CHI COI policies; and the Pre-Closing Dignity Health COI policies shall continue to apply to the Dignity Health entities and the individuals who were subject to the Pre-Closing Dignity Health COI policies. Until CommonSpirit Health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the Pre-Closing CHI COI policies from and after the effective date of Corporate Responsibility Policy No. G-001: 1. Members of the CommonSpirit Health Board of Stewardship Trustees and members of the committees of the Board of Stewardship Trustees; 2. Corporate officers of CommonSpirit Health; 3. Members of the Board of Directors of Dignity Health and members of the committees of the Board of Directors of Dignity Health. CHI Governance Policy No. 1: The policy applies to the following persons: members of the CHI board of stewardship trustees and its committees; members of any CHI direct affiliate or subsidiary (each a CHI entity) board and their committees; employees of CHI entities, and all CHI researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. A. Disclosure obligations: 1. Ongoing: Each person is required to promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: In addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) Initially: 1) Upon hiring (employees), 2) Appointment (board / committee members), 3) Upon consideration of affiliation with research sponsor (researchers). b) Annually: 1) Board / committee members, 2) Employees at the level vice president or above, 3) Researchers, 4) Supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) Other employees as determined by CommonSpirit Health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: In the absence of perceived, potential or actual conflicts of interest, no follow-up conflicts review is required or performed. 2. Disclosure of perceived, potential or actual conflicts: a) Are initially reviewed by national or regional legal or corporate responsibility team members (depending upon the role of the individual disclosing the actual or potential conflict) to determine whether an actual or potential for a conflict may exist. b) If it is determined that a potential or actual conflict may exist, I. In the case of board or committee members or officers, issues are elevated to the executive committee of the board or board chair. II. In the case of other persons, conflicts issues are elevated to the conflicts of interest review committee ("C-CIRC"). C. Conflicts determination and management: 1. Matters elevated to C-CIRC: a) The C-CIRC determines whether a disclosed or otherwise identified interest is a conflict of interest. If the C-CIRC determines that a COI exists, and adequate controls are not in place to mitigate the conflict, the C-CIRC facilitates development of a COI management plan designed to mitigate the conflict. Designated entity staff are responsible for monitoring the COI management plan and for documenting monitoring activities. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest. b) Appeal - if a person does not agree with a determination made by the C-CIRC, its interpretation of the COI policy, still seeks an exemption or exception, or seeks further clarification of the C-CIRC 's decision, the individual may appeal the decision through his or her manager for reconsideration by the C-CIRC, and the C-CIRC will review and issue a final determination based upon any new or additional information presented. 2. Matters elevated to the executive committee or board chair: a) Determination of existence of conflict - the board chair or his or her designee performs any further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair assumes the chair's role outlined in the COI policy. Based on review and evaluation of the relevant facts and circumstances, the board chair makes an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, is made. The board chair then makes an appropriate report to the executive committee of the board concerning the COI review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required under the COI policy, the matter is submitted to the board's executive committee, which makes a final determination as to the matter presented. That determination, including relevant facts and circumstances, is reflected in the executive committee minutes and is reported to the board. Form 990, Part VI, Line 19 Required documents available to the public The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. Form 990, Part IX, Line 11g Other Fees Contract Labor - Total Expense: 66965, Program Service Expense: 66965, Management and General Expenses: 0, Fundraising Expenses: 0; Purchased Services - Total Expense: 598, Program Service Expense: 598, Management and General Expenses: 0, Fundraising Expenses: 0; FORM 990, PART VI, LINE 14 WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY ST. LUKE'S HEALTH SYSTEM CORPORATION AND RELATED ENTITIES HAVE A WRITTEN GENERAL POLICY RELATED TO DOCUMENT RETENTION AND DESTRUCTION. DOCUMENTS AND RECORDS ARE RETAINED FOR VARIOUS FEDERAL, STATE OR OTHER JURISDICTION STATUTES FOR MEDICAL OR FINANCIAL REVIEW ON A DEPARTMENT BY-DEPARTMENT BASIS. CHI ST LUKE'S HEALTH BAYLOR COLLEGE OF MEDICINE MEDICAL CENTER 6624 FANNIN ST STE 1100 HOUSTON TX 77030 741161938 HEALTHCARE TX 501(c)(3) 3 NONE false CHI St Luke's Health Baylor College of Medicine Medical Center Condominium Assoc 6624 Fannin STE 1100 Houston TX 77030 465079545 Condo Assoc TX CHI-SLHBCM C Corporation 0 0 1 false St Luke's Episcopal Hospital Physician Hospital Organization Inc 6720 Bertner MC4-262 Houston TX 77030 760377932 PHO TX CHI-SLHBCM C Corporation 0 0 1 false The Texas Heart Institute at St Luke's Episcopal Hospital Denton A Cooley B uilding Comdominium Association 6624 Fannin STE 1100 Houston TX 77030 900064009 Condo Assoc TX CHI-SLHBCM C Corporation 0 0 1 false false false false false false false false false false false false false false false false true false false false