2016-11-11T14:40:41-06:00 2015-12-31 560747981 DIXON HUGHES GOODMAN LLP 500 Ridgefield Court Asheville NC 28806 990 2015-01-01 570831165 CareAlliance Health Services CARE 8437242958 8536 Palmetto Commerce Pkwy No 201 Ladson SC 29456 Bret D Johnson SVP & CFO 8437242958 2016-11-11 1 Amy Bibby P00445891 8282542254 2015 2017-02-10 21:41:12Z X Roper St Francis Healthcare David L Dunlap 8536 Palmetto Commerce Pkwy No 201 Ladson SC 29456 108342572 0 X www.rsfh.com X 1998 SC Management and oversight of related nonprofit hospital and healthcare subsidiaries 13 7 761 74 123913 -21756 8141479 3387387 88837754 100017474 10546919 3275375 1585122 1009231 109111274 107689467 1493971 1049522 0 0 53065878 56204011 0 0 0 76241962 77830696 130801811 135084229 -21690537 -27394762 756421068 838671932 387174657 466960789 369246411 371711143 X Healing all people with compassion, faith, and excellence. 0 0 72327408 1049522 100017474 Roper St. Francis cares for more Lowcountry adults than any other healthcare provider. Our mission is simple: Healing all people with compassion, faith and excellence.Our history spans more than 150 years, and our healthcare system has grown to include three flagship hospitals: Roper Hospital, Bon Secours St. Francis Hospital and Roper St. Francis Mount Pleasant Hospital. We plan to build a fourth hospital in Berkeley County by 2019. Our Roper St. Francis Physician Partners offers a comprehensive network of more than 230 physicians covering a complete range of primary care and 20 subspecialties spread across five counties. We are the second largest private employer in the Lowcountry with more than 5,500 teammates.As Charleston's only private, not-for-profit healthcare system with a specific focus on community outreach, our entire organization is committed to making a difference. Roper St. Francis contributed $56,827,475 in community benefit in 2015, which represents 6.9 percent of our net operating revenue. This community benefit comes in many forms, such as $46,479,148 in charity care, $533,371 in sponsorships and $5,128,121 in numerous community outreach programs. Our teammates go beyond the walls of their work spaces to support our community's health. Our teammates provided 90,589 hours of their time in 2015 in support of wellness initiatives that touched 96,984 of our neighbors. This includes participating in more than 100 community health fairs and screenings. Our organization's service to the community was recognized in 2015 with the Governor's Volunteer Award.Our health system's quality is top notch and continues to be recognized nationally. Truven Health ranked Roper St. Francis as a Top 15 Health System for the third consecutive year in 2015. We rank among the best organizations in the country as an excellent place to work and for our teammate engagement. All three of our hospitals received The Joint Commission re-accreditation this year. Roper St. Francis experienced significant growth in 2015. We created a clinically integrated network, Roper St. Francis Health Alliance, to allow for a new strategic collaboration with independent and employed physicians. Boeing South Carolina selected the RSF Health Alliance to offer an innovative health plan option to its teammates to pay less for a better experience. This marked the first time a healthcare system has partnered with a large private employer in the Lowcountry to improve and maintain the health of employees and their family members.We've expanded in the community to be more accessible to residents. We opened this year three new Primary Care Partner and Express Care locations in and around Summerville. We also collaborated with ATI Physical Therapy to create a new company, Roper St. Francis Physical Therapy powered by ATI, that offers more options for residents seeking outpatient therapy. Please see the detailed explanation of Program Service accomplishments on Schedule O. Please visit our website for a detailed Community Benefit Report at:http://www.ropersaintfrancis.com/about_us/mission_and_community_activities/annualreport.aspx. 72327408 1 1 0 1 0 0 0 0 0 0 1 0 1 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 1 0 0 1 X 861 0 1 761 1 1 1 0 0 0 0 0 0 0 0 0 X 13 7 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 SC X X The Finance Department 8437242958 8536 Palmetto Commerce Parkway Ladson SC 29456 X Brian Cuddy MD Chair (See Sch O) 0.50 49.50 X X 0 1162553 58152 Alison E Dillon MD Vice Chair (See Sch O) 0.50 2.50 X X 243 50200 0 John B Holloway Jr Board Member (See Sch O) 0.50 2.50 X 0 326920 32128 John A Spratt MD Board Member (See Sch O) 0.50 49.50 X 0 826947 62752 Sister Anne Lutz Board Member 0.50 2.50 X 0 0 0 Richard Statuto Board Member (through June) 0.50 2.50 X 0 0 0 Mark Nantz Board Member (from July) 0.50 2.50 X 0 0 0 Joseph G Piemont Board Member (through April) 0.50 2.50 X 0 0 0 Michael C Tarwater Board Member (from May) 0.50 2.50 X 0 0 0 Roberta Pinckney Board Member 0.50 2.50 X 0 0 0 Mary Thornley Board Member 0.50 2.50 X 0 0 0 Katherine Duffy PhD Board Member 0.50 2.50 X 0 0 0 Shannon Honney MD Board Member (through June)(See Sch O) 0.50 49.50 X 0 255165 20663 Susan Datta MD Board Member (from July)(See Sch O) 0.50 49.50 X 0 292132 58020 Wills C Geils MD Board Member (See Sch O) 0.50 2.50 X 0 32592 0 Angress Walker Board Member 0.50 2.50 X 0 0 0 David Dunlap President & CEO of CAHS 45.00 5.00 X 1126396 0 318437 Matthew Severance Chief Operating Officer / CEO of RHI 3.00 47.00 X 0 788265 198061 Steven Shapiro MD Chief Medical Officer 47.00 3.00 X 638012 0 108063 Bret Johnson CFO & SVP / Treasurer 45.00 5.00 X 723326 0 220215 Allen Carroll Regional CEO & CEO BSSF 1.00 49.00 X 0 632098 158723 Douglas Bowling CSO & VP 46.00 4.00 X 668847 0 149716 Gregory Edwards VP & General Council/ Secretary 45.00 5.00 X 520909 0 138034 Melanie Stith VP Human Resources 45.00 5.00 X 276339 0 77873 Melinda Cardell CIO & VP 45.00 5.00 X 287139 0 24638 Carolyn Donohue VP Nursing/ Senior Nurse Exec RHI 1.00 49.00 X 0 290124 41284 Pennie Peralta VP Nursing/ Sr. Nurse Exec SFX 1.00 49.00 X 0 286040 74531 John Sullivan VP Operations (through 7/1/15) 1.00 49.00 X 0 299034 166215 Tavia Buck CEO MPH (Interim) & VP Nursing/Sr. Nurse Exec MPH 1.00 49.00 X 0 189378 31643 Mark Dickson VP Mission 47.00 3.00 X 245423 0 69972 Todd Shuman MD VP & Chief Physician Officer 33.00 17.00 X 522919 0 73194 Lori Roberts Dir. Legal Svcs/Assistant Secretary of Board 50.00 X 190431 0 16875 Steven Akman MD Physician 47.00 3.00 X 558887 62099 51116 John M Grayson MD Director Heart & Vasc 26.00 24.00 X 395065 0 30423 John Hallett MD Chief Medical Officer 45.00 5.00 X 25713 488548 53023 Jeanne Ballard Chief Medical Information Officer 50.00 0.00 X 303607 0 39652 Jacobo Mintzer MD Physician 45.00 5.00 X 305899 0 32343 Stanley Wilson MD Former Vice Chair 0.50 49.50 X 0 644697 50423 Peter DiNicola Director of Plant Engineering (Former Key EE) 50.00 0.00 X 250698 0 36594 7039853 6626792 2392763 73 1 1 1 Carolinas Healthcare Systems PO Box 32861 Charlotte NC 282322861 Management Company 11703050 Huron Consulting Services LLC 3005 Momentum Place Chicago IL 606895330 Consulting 7028083 McKesson Information Solutions PO Box 98347 Chicago IL 606938347 Maintenance & Info Tech Services 5481259 Credit Adjustment Bureau PO Box 62889 North Charleston SC 29419 Collection Services 2904987 Dell Financial Services PO Box 6549 Carol Stream IL 601976549 Equipment Leasing Services 2818700 92 3306368 37165 43854 3387387 Network Fees 900099 99249458 99249458 Medshare Revenue 621110 520164 520164 Senior Center Revenue 531390 247852 247852 100017474 1906581 1906581 1116047 1116047 574363 505618 68745 68745 1131 67614 335344 0 82597 335344 -82597 252747 252747 64890 -64890 -64890 Daycare Revenues 624410 678549 678549 Other Income 900099 204045 204045 Billing & Collection Fees 900099 122782 122782 1005376 107689467 100017474 123913 4160693 X 759440 759440 290082 290082 5199984 5199984 121474 65094 56380 40513110 15243652 25269458 1962868 655598 1307270 4686489 1565287 3121202 3720086 1242509 2477577 8701405 6805121 1896284 1493108 1493108 464152 464152 520542 520542 14085586 4412338 9673248 2643016 2114413 528603 19607621 12941030 6666591 1197746 1197746 3135788 2508630 627158 195969 195969 764256 764256 1678377 1678377 16487438 16487438 2670310 2136248 534062 Other Expenses 4185382 3422151 763231 135084229 72327408 62756821 0 54698158 29373970 21657085 9592751 21283 15284 9378709 7199906 234923028 104198736 89965184 130724292 149360041 141374516 424760175 513482123 6580433 6909090 756421068 838671932 133610276 114028917 3208 0 14579935 24779941 26805942 28490054 212175296 299661877 387174657 466960789 X 368746411 371211143 500000 500000 369246411 371711143 756421068 838671932 X -27394762 -986464 30845957 X X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 48208 0 1 24401 72609 0 Part II-B, Line 1: The total expenses directed for lobbying of the SC General Assembly on any and all legislative, regulatory, or gubernatorial action as it relates to healthcare for 2015 was $48,208. The organization is a member of the South Carolina Hospital Association (SCHA). The SCHA engages in lobbying efforts on behalf of its membership body, and each year a portion of the dues paid to the SCHA are allocated towards those efforts. For 2015, the amount of membership dues allocated to lobbying was $24,401. 3166838 3166838 26125979 4688228 21437751 6822067 4281339 2540728 134693734 95229169 39464565 64114410 64114410 130724292 Investments-program related 513482123 C 513482123 Net due to affiliates 228612986 Interest rate swap liability 31115715 Other liabilities 39933176 299661877 X Part X, Line 2: CareAlliance Health Services is a not-for-profit organization as described in Section 501(c)(3) of the Internal Revenue Code and is generally exempt from federal and state income taxes. Accordingly, no provision for income taxes is made in the consolidated financial statements. Although [the consolidated group] is generally exempt from federal and state income taxes, it evaluates whether there are any uncertain tax positions that fail to meet the more-likely-than-not threshold for recognition in the consolidated financial statements. Uncertain tax positions may include the characterization of income, such as a characterization of income as passive, a decision to exclude reporting taxable income in a tax return, or a decision to classify a transaction, entity, or other position in a tax return as tax exempt. The tax return benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The organization has no unrecognized tax positions as of December 31, 2015 and 2014, and does not expect that unrecognized tax benefits will materially increase within the next 12 months. Tax years 2012 through 2014 are subject to examination by the federal and state taxing authorities, respectively. There are no income tax examinations currently in process. Interest and penalties related to uncertain tax positions, if any, would be recognized in the consolidated financial statements as income tax expense. 1 Spoleto Festival USA 14 George St Charleston SC 29401 570660848 501c3 9000 Community support American Red Cross Lowcountry Chapter 2424 City Hall Lane North Charleston SC 29406 570314371 501c3 10000 Emergency services campaign Charleston Riverdogs 360 Fishburne St Charleston SC 29403 10000 Sponsorship Charleston Metro Chamber of Commerce 4500 Leeds Avenue Suite 100 Charleston SC 29406 570138852 501c6 81850 Various local business development initiatives American Heart Association 174 East Bay St Suite 300 A-B Charleston SC 29401 135613797 501c3 38000 Support annual fundraising events One Eighty Place PO Box 20038 Charleston SC 29413 570789483 501c3 65000 Support Men's Homeless Health Clinic American Lung Association 44-A Markfield Dr Charleston SC 29407 131632524 501c3 7500 Support annual fundraising events City of Charleston 180 Meeting St Suite 200 Charleston SC 29401 576000226 501c3 8000 Annual sponsorship donation - Piccolo Spoleto & Moja College of Charleston 307 Meeting St Charleston SC 29401 570640443 501c3 7500 Sponsorship donation Our Lady of Mercy Outreach PO Box 607 Johns Island SC 29457 570905488 501c3 10000 Support annual fundraising events Komen Charleston Race for the Cure 9300 Medical Plaza Dr Ste F Charleston SC 29406 752844655 501c3 7500 Sponsorship donation Trident Technical Foundation PO Box 61227 Charleston SC 29419 560699317 501c3 35000 Support capital technology for nursing students Family Circle Cup 161 Seven Farms Drive Daniel Island SC 29492 420410230 501c7 13620 Sponsorship Leukemia & Lymphoma Society 300 West Coleman Blvd Ste 206 Mount Pleasant SC 29464 135644916 501c3 7500 Fundraising sponsorship College of Charleston Foundation 66 George St Charleston SC 29424 237069236 501c3 10000 Cradle to Career Campaign American Cancer Society 5900 Core Rd Suite 504 North Charleston SC 29406 580659875 501c3 15000 Relay for Life Sponsorship & Gala Post and Courier 134 Columbus Street Charleston SC 29403 576020356 501c3 7500 Sponsorship Charleston Regional Development 5300 International Blvd Ste 103-A Charleston SC 29418 571015804 501c6 52000 Economic Development Support March of Dimes 1064 Gardner Rd Ste 116 Charleston SC 29407 131846366 501c3 15000 Sponsorship donation Black Pages International 1806 Washington Street Columbia SC 29201 743042885 501c3 12000 Black Expo sponsorship Charleston Southern University Office Development PO Box 118087 Charleston SC 29423 570474291 501c3 25000 Support school of nursing Closing the Gap in Healthcare 3951 Montague Ave North Charleston SC 29418 522450102 501c3 10000 Fundraising sponsorship East Cooper Community Outreach 1145 Six Mile Rd Mount Pleasant SC 29466 570939280 501c3 45000 Health services funding; event sponsorship Barrier Islands Free Medical Clinic 3226 Maybank Highway Suite A Johns Island SC 29455 205628911 501c3 6000 Support annual fundraising events East Cooper Meals on Wheels PO Box 583 Mount Pleasant SC 29465 570804618 501c3 6000 Fundraising sponsorship Share Our Suzy PO Box 1778 Mount Pleasant SC 29465 203767681 501c3 6000 Fundraising sponsorship Charleston Promise Neighborhood 975 Morrison Dr Ste C-1 Charleston SC 29403 800597710 501c3 10000 Improve Charleston Promise Neighborhood in 1 generation Carolina eHealth Alliance Trident Medical System 9330 Medical Plaza Dr Charleston SC 29406 454994889 501c3 18750 Support Health Information Exchange for Tricounty area Sumter Free Medical Clinic PO Box 340-Hwy 35 St Stephen SC 29497 271097304 501c3 10000 Support free medical care Harbour House Inc PO Box 829 Johns Island SC 29457 462521401 501c3 7000 Fundraising sponsorship 26 3 Nursing Scholarships - See Part IV for purpose, eligibility, and application process 57 287397 Part I, Line 2: The sponsorship committee for Roper St. Francis Healthcare meets monthly to discuss charitable giving in the community and the organization's plans to sponsor worthy community activities that promote healthcare. The committee is comprised of the CEO of the System, the Hospital and Physicians Network CEOs, the VP of Mission, and the Director of the Foundation. The committee's goals are as follows: To support the community through charitable giving and sponsorships that are consistent with our organization's mission and values, to enhance the health of those whom we serve, to meet community needs and exercise care of the resources entrusted to Roper St. Francis Healthcare, and to focus charitable giving and sponsorships on the major public health needs of the community. Schedule I, Part II, Nursing Scholarships: Purpose The purpose of the RSFH General Nursing Scholarship initiative is to financially support continued education and development of high performing, exemplary staff nurses and students to meet a specific nursing workforce strategic need (i.e. hard to fill nursing positions or educational goals) for the RSFH system. Eligibility RSFH nurses applying for RSFH General Nursing Scholarships must: 1) Demonstrate prior or current success of a 3.0 average from an accredited school or college. 2) Be enrolled in an academic program that will meet the intent of the healthcare system's strategic initiative. 3) For RSFH employees [letters of recommendation]: a. Be a high performing employee as reflected in annual performance evaluations and participation in organizational activities b. Two letters of recommendation/endorsement from RSFH nursing. For current employees, one reference must be an endorsement from direct supervisor, current manager or nursing senior leader. c. Current employees (RNs) who are pursuing an advanced degree other than nursing (MBA/MHA) need to be pursuing or be employed currently in a management position within RSFH. 4) For external students (non-RSFH employees) in addition to #3: a. Demonstrate exemplary student evaluations (grades or clinical performance) b. Must be enrolled in BSN/MSN or DNP/PhD program c. Two letters of recommendation/endorsement from faculty, instructor, or Dean. 5) Applicants seeking advanced nursing degrees in specialties that positions are not currently offered or anticipated in the near future, may not be eligible for scholarship consideration. (This may include Master's in Business, Nurse Practitioner or PhD programs). Application Process Interested students/candidates must complete the scholarship application (see eligibility for details) that includes: 1) Official School transcript: a. Grades from previous school acceptable, if within 5 years of application. b. If grades more than 5 years old, candidate may still apply, however, award may be held until after 1st successful semester (successful is grade average greater than 3.0) that includes nursing courses. c. If grades from previous school are less than 3.0, candidate may still apply for scholarship after two semesters of that demonstrates successful 3.0 grade point average that includes nursing courses. 2) Letter of acceptance into nursing program 3) Two sealed letters of recommendation (see eligibility for guidelines) 4) Candidate paragraph: A clear, concise and cogent paragraph/s describing: a. Candidate/student professional goals b. How will advancing nursing education meet professional goals c. How candidate intends to translate or engage goals into RSFH nursing culture. 5) Completed application/demographic form Award All scholarship awards are dependent upon the number of scholarship applications and funds available. The number of awards is dependent on available funding from RSFH Foundation and other identified sources that support RSFH nursing scholarships. Award amount is dependent on availability of funds and NEVER guaranteed. Allocation amounts will be dependent upon the available funding and the number of requests for funding. Awards will be paid on a semi-annual basis: December and May. Awards are, in general, paid directly to the school. Awardees must submit copy of the tuition bill to the clinical technician (call professional development at 763-2699 for details). Scholarship monies for tuition and fees may be awarded up to $15,000. Scholarships exceeding $10,000 are only granted for specific advanced nursing positions that are difficult to fill and match the strategic initiatives for RSFH. Strategic initiatives for nursing workforce are defined by the senior nursing leaders of RSFH. X 1 1 X X X X 0 1 0 0 0 1 1 1 0 Brian Cuddy MD Chair (See Sch O) 0 953365 0 196697 0 12491 0 31260 0 26892 0 1220705 0 0 John B Holloway Jr Board Member (See Sch O) 0 286920 0 40000 0 0 7801 0 24327 0 32128 326920 0 0 John A Spratt MD Board Member (See Sch O) 0 770557 0 36600 0 19790 0 33860 0 28892 0 889699 0 0 Shannon Honney MD Board Member (through June)(See Sch 0 162962 0 81375 0 10828 0 7634 0 13029 0 275828 0 0 Susan Datta MD Board Member (from July)(See Sch O) 0 277065 0 9500 0 5567 0 31146 0 26874 0 350152 0 0 David Dunlap President & CEO of CAHS 616450 0 443937 0 66009 0 293993 0 24444 0 1444833 0 139440 0 Matthew Severance Chief Operating Officer / CEO of RHI 0 478719 0 265080 0 44466 0 169840 0 28221 0 986326 0 141645 Steven Shapiro MD Chief Medical Officer 406038 0 198845 0 33129 0 97860 0 10203 0 746075 0 67818 0 Bret Johnson CFO & SVP / Treasurer 360099 0 229028 0 134199 0 189275 0 30940 0 943541 0 153398 0 Allen Carroll Regional CEO & CEO BSSF 0 387917 0 210926 0 33255 0 141560 0 17163 0 790821 0 113185 Douglas Bowling CSO & VP 336838 0 185628 0 146381 0 129725 0 19991 0 818563 0 217764 0 Gregory Edwards VP & General Council/ Secretary 335698 0 152499 0 32712 0 109963 0 28071 0 658943 0 82726 0 Melanie Stith VP Human Resources 205461 0 70653 0 225 0 46401 0 31472 0 354212 0 0 0 Melinda Cardell CIO & VP 214240 0 72533 0 366 0 10804 0 13834 0 311777 0 0 0 Carolyn Donohue VP Nursing/ Senior Nurse Exec RHI 0 205182 0 59405 0 25537 0 33743 0 7541 0 331408 0 23707 Pennie Peralta VP Nursing/ Sr. Nurse Exec SFX 0 182774 0 85837 0 17429 0 56168 0 18363 0 360571 0 45943 John Sullivan VP Operations (through 7/1/15) 0 125839 0 126150 0 47045 0 151574 0 14641 0 465249 0 34080 Tavia Buck CEO MPH (Interim) & VP Nursing/Sr. N 0 149470 0 39818 0 90 0 28617 0 3026 0 221021 0 0 Mark Dickson VP Mission 161307 0 82272 0 1844 0 43580 0 26392 0 315395 0 23876 0 Todd Shuman MD VP & Chief Physician Officer 404189 0 118343 0 387 0 56280 0 16914 0 596113 0 0 0 Lori Roberts Dir. Legal Svcs/Assistant Secretary 165142 0 24684 0 605 0 8437 0 8438 0 207306 0 0 0 Steven Akman MD Physician 495169 55019 58500 6500 5218 580 21176 2353 24828 2759 604891 67211 0 0 John M Grayson MD Director Heart & Vasc 336476 0 56735 0 1854 0 13260 0 17163 0 425488 0 0 0 John Hallett MD Chief Medical Officer 21768 413590 3588 68177 357 6781 1693 32167 958 18205 28364 538920 0 0 Jeanne Ballard Chief Medical Information Officer 264627 0 38773 0 207 0 13260 0 26392 0 343259 0 0 0 Jacobo Mintzer MD Physician 281418 0 23125 0 1356 0 31260 0 1083 0 338242 0 0 0 Stanley Wilson MD Former Vice Chair 0 420981 0 215060 0 8656 0 31260 0 19163 0 695120 0 0 Peter DiNicola Director of Plant Engineering (Forme 213768 0 34574 0 2356 0 32366 0 4228 0 287292 0 0 0 Part I, Line 1a David Dunlap was reimbursed for his monthly Harbour Club dues. Part I, Line 4b The Vice Presidents, CFO, and CEO participate in the 457(f) Plan. The following participants received compensation through a 457(f) Plan: Bret Johnson $ 132,179 Steven Shapiro 28,250 Douglas Bowling 142,707 Gregory Edwards 30,275 Matthew Severance 39,410 Allen Carroll 30,508 Pennie Peralta 15,336 Carolyn Donohue 23,707 John Sullivan 16,055 Part I, Line 6 Goals are developed each year to support the organization's strategic initiatives for people, quality, financial, growth and service. The Ad Hoc Compensation Committee approves the system goals annually and reports to the full Board of Directors. Progress on each metric is reported to the board each month on the corporate scorecard. At year end, the Ad Hoc Compensation Committee approves the final scorecard number and reports results to the full board. Annual incentives for the executives are based on 60% on the corporate scorecard and 40% on individual performance. Executives maintain an individual scorecard on the leader evaluation manager and discuss results monthly with the President/CEO. The President/CEO approves the individual executive scorecard. System Vice Presidents and the system CEO are eligible to participate in a long term incentive plan (LTIP). An LTIP typically takes place over a three year period and does not vest until the end of the third year. To receive payment, executives must still be employed by the system at the end of the plan period. Each LTIP has a financial and clinical objective that is aligned with the organization's strategic goals. Threshold, target, and maximum performance ranges are established for these objectives and are measured based on performance against similar organizations or compared to an internal metric such as an improvement over prior performance. These targets and objectives are approved by the Ad Hoc Compensation Committee. The incentive is earned based on the satisfaction of the threshold, target, or maximum performance ranges. The Ad Hoc Compensation Committee also approves the final LTIP performance score and the amount paid to executives under the plan. Results are reported to the full board annually. Part I, Line 7 See the response to Line 6 above. Part II, Line 1: Compensation from unrelated organizations Carolinas Healthcare System provides the compensation of David L. Dunlap, CEO, CareAlliance Health Services; Bret D. Johnson, CFO, CareAlliance Health Services; and John Sullivan, CEO, Roper St. Francis Mt. Pleasant Hospital. Mr. Dunlap and Mr. Johnson are employees of Carolinas Healthcare System and their compensation is paid by CareAlliance Healthcare Services through a management fee to Carolinas Healthcare System. Mr. Sullivan is also an employee of Carolinas Healthcare System, and his compensation is paid by Roper St. Francis Mt. Pleasant Hospital, a related organization, through a management fee to Carolinas Healthcare System. Additional information: CareAlliance Health Services has board representations from the 3 founding organizations: the Medical Society of SC (6 board members), Bon-Secours Health System, Inc. (6 board members), and Carolinas Healthcare System (1 board member). None of the 13 appointed board members receive compensation for their membership. Additionally, 4 of the 6 board members appointed by the Medical Society of South Carolina also serve on the Board of the Medical Society. None receive compensation for their services as a board member. It is the founding members' intent that the members of the Board of Directors are appointed to such positions because they have a willingness to serve the needs of the system as a whole and not the needs of any individual founding member. A Charleston County South Carolina 576001289 160900JK3 2004-07-13 100661242 Construction, See Part VI 1 0 0 B SC Jobs - Economic Development Authority 570960018 83703FBD3 2007-11-01 130000000 Construction, See Part VI 1 0 0 C SC Jobs - Economic Development Authority 570960018 837031SA2 2011-08-31 39855000 Cur. Refunding, See Part VI 0 0 0 D SC Jobs - Economic Development Authority 570960018 2012-09-25 79200000 Cur. Refunding, See Part VI 0 0 0 A 29495000 30510000 105018246 27622852 1224756 3510342 90020746 2006 0 0 1 1 B 30480000 19520000 135304800 10373107 8897543 1330300 2537558 121063373 2010 0 0 1 1 C 17490000 39855032 1 39855000 2001 1 0 1 1 D 10487667 79317023 449469 19179887 49200000 2013 1 0 0 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00010 0.00010 0 0 1 C 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 D 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 1 1 1 1 Goldman Sachs 29.100000000000 0 0 1 Morgan Stanley 2.000000000000 1 0 1 B 0 0 1 1 1 1 Goldman Sachs & Wells Fargo 29.400000000000 0 0 1 Citigroup 2.200000000000 1 0 1 C 0 0 1 0 1 0 0 0 1 D 0 0 1 0 1 1 0 0 0 0 1 A 1 B 1 C 1 D 1 Date Rebate Computation Performed Issuer Name: Charleston County, South Carolina Date the Rebate Computation was Performed: 11/07/2013 Issuer Name: SC Jobs - Economic Development Authority Date the Rebate Computation was Performed: 12/14/2012 Schedule K, Part I, Description of Use: Entity 1, Bond (A), dated 07/13/04, proceeds used for construction of a patient care tower and parking garage, to pay costs related to the issuance, and to fund a debt service reserve fund. Entity 1, Bond (B), dated 11/01/07, proceeds used for construction of building, acquisition of new equipment, acquisition of land and improvements to land, and to pay costs related to the issuance. Entity 1, Bond (C), dated 08/31/11, proceeds used to currently refund a portion of bonds dated 01/26/1999. Entity 1, Bond (D), dated 09/25/12, proceeds used for acquisition of new equipment, new construction, and to currently refund a portion of bonds dated 01/26/1999. Entity 2, Bond (A), dated 06/24/14, proceeds used to defease Series 2004B-1, refund Series 2010, and defease Series 2007A. Entity 2, Bond (B), dated 09/01/15, proceeds used to purchase of acquiring certain tracts of land and acquisition of equipment. Schedule K, Part II, Line 3: Total Proceeds: The amounts reported on Part II, Line 3 for the bonds identified below include earnings from investment of bond proceeds as follows: -Bond issued 07/13/04- Sale Proceeds (Issue Price): $ 100,661,242 Investment earnings to date 12/31/2015: 4,357,004 Total to Line 3: $ 105,018,246 -Bond issued 11/01/07- Sale Proceeds (Issue Price): $ 130,000,000 Investment earnings to date 12/31/2015: 5,304,800 Total to Line 3: $ 135,304,800 -Bond issued 8/31/11- Sale Proceeds (Issue Price): $ 39,855,000 Investment earnings to date 12/31/2015: 32 Total to Line 3: $ 39,855,032 -Bond issued 09/25/12- Sale Proceeds (Issue Price): $ 79,200,000 Investment earnings to date 12/31/2015: 117,023 Total to Line 3: $ 79,317,023 -Bond issued 6/24/14- Sale Proceeds (Issue Price): $ 75,490,000 Investment earnings to date 12/31/2015: 2 Total to Line 3: $ 75,490,002 -Bond issue 9/01/15- Sale Proceeds (issue Price): $ 27,500,000 Investment earnings to date 12/31/2015: 52 Total to Line 3: $ 27,500,052 Schedule K, Part II, Line 11: Other Spent Proceeds: Amounts present on Part II, Line 11 represent amounts used to currently refund prior issues. For original use of bond proceeds refunded, please see the applicable disclosure in Part VI. A SC Jobs - Economic Development Authority 570960018 2014-06-24 75490000 Cur. Refunding, See Part VI 0 0 0 B SC Jobs - Economic Development Authority 570960018 2015-09-16 27500000 Acquire land and equipment 0 0 0 A 8280000 75490002 2 75490000 2010 1 0 1 1 B 27500052 27500052 2015 0 0 1 1 A 0 1 1 1 0 0.00000 0.00000 0.00000 0 0 0 B 0 1 1 0 0 0.00000 0.00000 0.00000 0 0 0 A 0 0 1 0 1 0 0 0 1 B 0 1 0 0 0 0 0 0 1 A 1 B 1 Laura Dunlap Family relationship with Officer, David Dunlap 65094 Compensation as employee. 0 Nancy Weiller Family relationship with Officer, Tavia Buck 56380 Compensation as employee. 0 Form 990, Part V, Line 2a, Total employees: The filing organization is the common paymaster for related organizations. The total number of Forms W-2 reported for the calendar year 2015 was 6,258. The number reported on line 2a represents the number of employees dedicated to the filing organization. Form 990, Part VI, Section A, line 3 Carolinas Healthcare System (CHS), an unrelated organization, provides the compensation of Mr. David L. Dunlap, CEO, CareAlliance Health Services; Mr. Bret D. Johnson, CFO, CareAlliance Health Services; and Mr. John Sullivan, CEO, Roper St. Francis Mt. Pleasant Hospital. Mr. Dunlap and Mr. Johnson are employees of CHS and their compensation is paid by CareAlliance Health Services through a management fee to CHS. Mr. Sullivan is also an employee of CHS, and his compensation is paid through a management fee by Roper St. Francis Mt. Pleasant Hospital. Form 990, Part VI, Section A, line 6 The organization is governed by a thirteen member Board of Directors appointed by the founding members. Subject to certain nominating and governance committee approvals, six directors are appointed by the Medical Society of South Carolina (MSSC), Bon Secours Health Systems, Inc. (BSHSI) and one director is appointed by Carolinas Healthcare Systems (CHS). It is the founding members' intent that the members of the organization's Board of Directors are appointed to such positions because they have a willingness to serve the needs of the system as a whole and not the needs of any individual founding member. Form 990, Part VI, Section A, line 7a See answer to Part VI, Section A, Line 6 above. The bylaws of the organization specify certain qualifications of the thirteen member Board of Directors. At least nine directors must have their primary residence in a community served by the system. Five directors must be physicians actively engaged in the full time practice of medicine. Five of the directors are appointed to the Board of Directors by virtue of positions held within MSSC, BSHSI and CHS (ex-officio directors). Each of the five ex-officio directors serves as a director of the organization for so long as such person holds his or her respective elected or appointed office in his or her respective founding member organization. Directors serve three-year terms and are limited to three consecutive terms. After an absence of at least one year, directors are again eligible for appointment to the Board of Directors for two consecutive complete terms. Form 990, Part VI, Section A, line 7b The following actions shall require the unanimous affirmative approval of all of the founding members: (a) to amend the Articles of Incorporation or by-laws, including without limitation, any change in the corporation's purposes; provided, however, that, subject to the procedures and voting requirements with respect to the admission of non-founding members, Schedule 3.1 may be amended with the approval of two (2) of the founding members to reflect the admission of a non-founding member; (b) to dissolve or liquidate the corporation and to determine the distribution of assets upon dissolution; (c) to merge or consolidate the corporation or to sell, convey, transfer, lease, or otherwise dispose of all or substantially all of its assets; (d) to appoint the president and chief executive officer of the corporation in a manner other than that established within the by-laws; (e) to alter or amend the corporation's ethical performance standards (defined below); or (f) to enter into any material agreement whereby a third party will: (i) become an equity owner in any joint venture with the corporation or any system participant and will not be legally obligated to support the corporation's ethical performance standards; or (ii) manage a substantial part of the facilities, assets, or operations of the system and will not be legally obligated to comply with and support the corporation's ethical performance standards. Form 990, Part VI, Section B, line 11 The 2015 Form 990 was prepared by an independent accounting firm with assistance and oversight by management. Reviews were then conducted by senior management before drafts were sent to each member of the organization's governing body. A transmittal letter accompanied the drafts and provided highlights of the Form 990 to the organization's Board of Directors. After the governing body approved the Form 990 draft, a final version was filed with the Internal Revenue Service. Form 990, Part VI, Section B, line 12c The directors shall complete and return to the secretary an annual statement that each of them: (a) has received a copy of the conflict of interest policy; (b) has read and understands the policy; (c) agrees to comply with this policy; (d) understands that the policy applies to all committees; and (e) understands that the organization is a charitable organization and must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes. Form 990, Part VI, Section B, line 15 An independent company, Towers Watson, provides research, advice and guidance to the compensation committee and senior leadership to ensure the organization's compensation programs for executives covered by the "Intermediate Sanctions Legislation" (IRC Section 4958) are aligned with its stated philosophy: Base salaries are targeted at the 50th percentile of the established comparator market; Total cash compensation (base salary plus annual incentive payments) are targeted at the 75th percentile of the established comparator market; Total direct compensation (total cash compensation plus long term incentive payments) will not exceed the 90th percentile of the established comparator market; Benefits are targeted at market median; and In aggregate, base salary, total cash compensation, total direct compensation and benefits comprise total compensation for executives. The compensation committee ensures that executive total compensation is reflective of the organization's stated compensation philosophy. The committee, in this process, authorizes and supports an annual three step process utilizing Towers Watson's resources: 1) salary levels, annual bonus targets/payments and long term incentive grants are compared rigorously each year with market data based on comparable positions and organizations. A. Comparable organizations are typically not-for-profit healthcare systems with similar operating revenues. Private sector employer data, when available, are also included in the analysis for "transferable skills positions". B. Historically, performance incentive payouts generally track with a normal bonus payout distribution. Incentive goals are primarily based on formally defined quantitative goals approved by the ad hoc Compensation Committee of the RSFH Board of Directors. 2) All recommended pay decisions are tested against these data and the organization's stated compensation philosophy. 3) A formal opinion letter is prepared by Towers Watson, representing that senior executives are compensated within the reasonableness standards mandated by the IRS. A similar process is performed by Towers Watson for the CEO and CFO positions. This letter provides a "safe harbor" for the organization's "directors" relative to the reasonableness of total executive compensation consistent with IRC Section 4958. Form 990, Part VI, Section C, line 18 Photocopies of the Form 990 are available upon request at the organization's administrative office. In addition, recent filing of the Form 990 are available online at www.guidestar.org. Form 990, Part VI, Section C, line 19 The organization's audited financial statements are published annually and are available to the public at www.dacbond.com. Form 990, Part VII, Line 1: The following board members were compensated for services performed for the organization (or a related organization) not in the capacity of their positions on the board. No board member is compensated for his services as a board member. Brian Cuddy was compensated for medical services rendered to a related organization. Alison E. Dillon was compensated for medical services rendered to a related organization and the organization. John B. Holloway, Jr. was compensated for medical services rendered to a related organization. John A. Spratt was compensated for medical services rendered to a related organization. Shannon Honney was compensated for medical services rendered to a related organization. Susan Datta was compensated for medical services rendered to a related organization. Wills C. Geils was compensated for medical services rendered to a related organization. Form 990, Part IX, line 11g Purchased Services: Program service expenses 4,412,338. Management and general expenses 9,673,248. Fundraising expenses 0. Total expenses 14,085,586. Form 990, Part XI, line 9: Equity Transfer from Affiliate -37,426,047. Other changes in net assets -931,912. Distributions -14,800,000. Contributions 1,401,402. Adjust investment in affiliates 86,081,253. Net pension and benefit expense allocated from affiliates -1,054,669. Contribution from MSSC -2,424,070. Form 990, Part XII, Line 2c: The process has not changed from the prior year. Form 990, Part III: Creating Life Changing Moments in our Community The Roper St. Francis 2015 Community Benefit Report Dear Community, The Roper St. Francis healthcare system has experienced unprecedented growth in recent years while maintaining our mission of Healing all people with compassion, faith, and excellence. Roper St. Francis has a long tradition of caring for our community. This is illustrated by our physicians and teammates' exceptional dedication, our partnerships with local leaders such as Boeing and our investment in new life-saving procedures. We maintain the highest technology levels, including HARBOR, our system's integration to all electronic medical records. As much as we are investing in growing our services and reach, we are also compelled to give back to the community we serve. In 2015, I am proud that as a system we gave 90,589 staff hours and over $56 million in Community Benefits. This benefit occurred in many forms, including charity care, sponsorships and numerous community outreach programs, which are outlined in the community benefit report. In turn our community also helps support us. The Roper St. Francis Foundation raised $9.8 million in 2015. The Foundation's philanthropy has supported a large number of projects including the Center for Spinal Cord Injury, the Roper St. Francis Nursing Scholarship program and the Roper Hospital Cardiac Wellness and Rehabilitation program. We also continue to focus on ways to recruit a more diverse workforce. Most recently our board formed a subcommittee dedicated to diversity, which resulted in a recommendation to create a new leadership position, VP Chief Diversity Officer, who reports directly to the CEO. I would like to thank each and every teammate, physician, volunteer, donor and board member who has contributed to the ongoing success of our system. I hope you enjoy learning about the many ways Roper St. Francis cares for our community in the community benefit report. Warm Regards, Brian G. Cuddy, MD Chair, Board of Directors Roper St. Francis FORM 990, Page 11, Part X, Line 20: Tax-exempt bonds are reported on CareAlliance Health Services (the parent organization) Form 990, Schedule K. Tax-exempt bond liabilities are issued to the parent entity and allocated among the subsidiary entities for financial reporting purposes. Roper St Francis Health Alliance 1483 Tobias Gadson Blvd Ste 101 Charleston SC 29407 ACO SC 0 0 Roper Hospital Inc 1483 Tobias Gadson Blvd 101 Charleston SC 29407 570828733 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 1 Bon Secours St Francis Xavier Hospital 1483 Tobias Gadson Blvd 101 Charleston SC 29407 571067254 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 1 Roper St Francis Mt Pleasant Hospital 1483 Tobias Gadson Blvd 101 Charleston SC 29407 570360499 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 1 Roper St Francis Hospital - Berkeley 125 Doughty Street 720 Charleston SC 29403 263710229 Healthcare (future) SC 501(c)(3) Line 3 CareAlliance Health Services 1 Roper St Francis Physicians Network 125 Doughty Street 760 Charleston SC 29403 262946628 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 1 Roper St Francis Foundation 125 Doughty Street 790 Charleston SC 29403 571068509 Supporting Org SC 501(c)(3) Line 11a, I CareAlliance Health Services 1 The Medical Society of South Carolina 69-B Barre Street Charleston SC 29401 570288358 Supporting Org/Founding member SC 501(c)(3) Line 11c, III-FI N/A 0 Lowcountry Surgery Center LLC (dba Roper St Francis Eye Surgery Center) 1483 Tobias Gadson Blvd 101 Charleston SC 29407 581693021 Ambulatory Surgery Center SC N/A RSFH-ATI Physical Therapy LLC 125 Doughty St Ste 760 Charleston SC 29403 474797980 Physical Therapy SC Care Alliance Health Services Related 0 0 0.65000 CareAlliance Medical Services Organization 225 Doughty Street Charleston SC 29403 571012837 Inactive SC N/A C 1.00000 1 0 0 1 1 1 0 0 0 1 1 1 1 1 1 1 1 1 1 0 Roper St Francis Foundation C 882298 Roper Hospital Inc P 27313091 Bon Secours St Francis Xavier Hospital P 16286278 Roper St Francis Mt Pleasant Hospital P 4084216 Roper St Francis Physicians Network P 8516212 Roper St Francis Foundation P 285591 Roper Hospital Inc N 21974188 Bon Secours St Francis Xavier Hospital N 13106888 Roper St Francis Mt Pleasant Hospital N 3279545 Roper St Francis Physicians Network N 4296847 Roper St Francis Foundation N 106602