2015-11-11T16:14:55-06:00 2014-12-31 346565596 ERNST & YOUNG US LLP 190 CARONDELET PLAZA CLAYTON MO 63105 990 2014-01-01 237379161 SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM INC SIST 3038135190 500 ELDORADO BLVD SUITE 4300 BROOMFIELD CO 80021 LYDIA JUMONVILLE EVP FINANCE & CFO 3038135190 2015-11-04 P00366526 3142901000 2014 2016-02-25 16:41:14Z MICHAEL SLUBOWSKI 500 ELDORADO BLVD SUITE 4300 BROOMFIELD CO 80021 349390456 0 0928 X WWW.SCLHEALTHSYSTEM.ORG X 1972 KS WE REVEAL AND FOSTER GOD'S HEALING LOVE BY IMPROVING THE HEALTH OF THE PEOPLE AND COMMUNITIES WE SERVE, ESPECIALLY THOSE WHO ARE POOR AND VULNERABLE. 16 14 2033 0 186869 -23574 407980 280000 288815804 304597623 66125833 30439255 9000095 9076028 364349712 344392906 30653112 1748613 0 0 147273884 133383216 0 0 0 201133346 219432971 379060342 354564800 -14710630 -10171894 2289088969 2458570599 2580008630 2804973870 -290919661 -346403271 X WE REVEAL AND FOSTER GOD'S HEALING LOVE BY IMPROVING THE HEALTH OF THE PEOPLE AND COMMUNITIES WE SERVE, ESPECIALLY THOSE WHO ARE POOR AND VULNERABLE. 0 0 335003201 1748613 313673651 SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCL HEALTH) IS A FAITH-BASED, NONPROFIT HEALTHCARE ORGANIZATION THAT OPERATES EIGHT HOSPITALS, FOUR SAFETY NET CLINICS, ONE CHILDREN'S MENTAL HEALTH CENTER AND MORE THAN 190 AMBULATORY SERVICE CENTERS IN THREE STATES - COLORADO, KANSAS AND MONTANA. THE HEALTH SYSTEM INCLUDES 15,000 FULL-TIME ASSOCIATES AND MORE THAN 500 EMPLOYED PROVIDERS.BASED IN DENVER, THE HEALTH NETWORK IS DEDICATED TO IMPROVING THE HEALTH OF THE COMMUNITIES AND INDIVIDUALS IT SERVES, ESPECIALLY THOSE WHO ARE POOR AND VULNERABLE. IN 2014, SCL HEALTH CONTRIBUTED MORE THAN $208 MILLION IN COMMUNITY BENEFIT, INCLUDING SERVICES FOR THE POOR, HEALTH SCREENINGS, EDUCATIONAL PROGRAMS, COMMUNITY DONATIONS AND RESEARCH.SCL HEALTH WAS FOUNDED BY THE SISTERS OF CHARITY OF LEAVENWORTH (SCL), WHO TRACE THEIR ORIGIN AS A RELIGIOUS COMMUNITY TO THE 1600S IN FRANCE, WHERE VINCENT DE PAUL AND LOUISE DE MARILLAC ESTABLISHED THE DAUGHTERS OF CHARITY. THESE WOMEN WERE DEDICATED TO SERVING THE SICK AND POOR THROUGH AN ACTIVE MINISTRY.IN 1857, A SMALL CONGREGATION OF SISTERS FROM NASHVILLE, TENN., LED BY MOTHER XAVIER ROSS, VENTURED TO THE EDGE OF AN EXPANDING FRONTIER IN THE THEN-INDIAN TERRITORY OF KANSAS. THEY OPENED THE FIRST PRIVATE HOSPITAL IN THE STATE IN 1864, WITH THE FIRST TRAINED NURSE IN THE STATE AND SURELY THE FIRST WOMAN IN THE WESTERN TERRITORY TO RUN A HOSPITAL. IN 1873, THE SISTERS FOUNDED WHAT IS NOW SAINT JOSEPH HOSPITAL IN DENVER, THE OLDEST PRIVATE TEACHING HOSPITAL IN COLORADO, AND ONE OF THE FOUR COLORADO HOSPITALS OF SCL HEALTH.SCL HEALTH WAS FORMED IN 1972 TO STRENGTHEN AND UNIFY THE HEALTHCARE FACILITIES SPONSORED BY SCL. IN 2011, THE SISTERS TRANSFERRED SPONSORSHIP OF SCL HEALTH TO LEAVEN MINISTRIES. OUR ORGANIZATION'S RICH HERITAGE AND ENDURING LEGACY SERVE AS THE FOUNDATION FOR OUR HEALTH MINISTRY TODAY, AND OUR MISSION, VISION AND VALUES SERVE AS THE FRAMEWORK FOR OUR SUCCESS.SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) IS THE PARENT CORPORATION OF A LARGE HOSPITAL AND HEALTHCARE SYSTEM. SCLHS IS THE MANAGEMENT COMPANY PROVIDING CENTRALIZED SERVICES FOR ALL SCL HEALTH SUBSIDIARIES.SCLHS PERFORMS NUMEROUS COORDINATED AND CENTRALIZED SERVICES FOR THE ENTITIES & CARE SITES THAT COMPRISE ITS SYSTEM, SUCH AS ADMINISTERING FINANCING & CAPITAL FORMATION PROGRAMS, ETHICAL & RELIGIOUS DIRECTION, FINANCIAL REPORTING, HUMAN RESOURCES FUNCTIONS INCLUDING EXECUTIVE RECRUITING & ADMINISTERING & MAINTAINING WELFARE, BENEFIT & RETIREMENT PLANS, INFORMATION TECHNOLOGY SERVICES INCLUDING ELECTRONIC MEDICAL RECORD SYSTEMS, BUSINESS MANAGEMENT SYSTEMS, EQUIPMENT & CONNECTIVITY, INTERNAL AUDIT FUNCTIONS, LEGAL SERVICES, PHYSICIAN NETWORK DEVELOPMENT, PROCUREMENT & SUPPLY CHAIN MANAGEMENT, INCLUDING MEDICAL DEVICES, SUPPLIES & EQUIPMENT, PROFESSIONAL LIABILITY INSURANCE THROUGH A CAPTIVE PROVIDER INCLUDING GROUP EXCESS COVERAGE AND REINSURANCE AND LITIGATION MANAGEMENT, PUBLIC RELATIONS, COMMUNICATIONS & LEGISLATIVE AFFAIRS, REAL ESTATE MANAGEMENT SERVICES, INCLUDING LEASING & CONSTRUCTION, PURCHASE & SALE, REGULATORY COMPLIANCE SERVICES, REVENUE CYCLE MANAGEMENT SERVICES INCLUDING BILLING & COLLECTIONS, RISK MANAGEMENT SERVICES INCLUDING SELF-INSURANCE, GROUP EXCESS COVERAGE & REINSURANCE, LITIGATION MANAGEMENT, INSPECTION & CONTROLS.THE CENTRALIZATION OF MANAGEMENT SERVICES PROVIDES FOR HIGH QUALITY, COST EFFECTIVE AND COMPASSIONATE HEALTH CARE MANAGEMENT AND MEDICAL SERVICES FOR THE COMMUNITIES WE SERVE. THEREFORE, THESE MANAGEMENT SERVICES RELATE DIRECTLY TO THE EXEMPT PURPOSE OF OWNING AND MANAGING PUBLIC HOSPITALS AND A HEALTHCARE SYSTEM. OUR MISSION, VISION AND VALUES ARE LISTED BELOW. MISSIONWE REVEAL AND FOSTER GOD'S HEALING LOVE BY IMPROVING THE HEALTH OF THE PEOPLE AND COMMUNITIES WE SERVE, ESPECIALLY THOSE WHO ARE POOR AND VULNERABLE.VISIONINSPIRED BY OUR FAITH,WE WILL BE DISTINGUISHED AS THE PREMIER PERSON-CENTERED HEALTH SYSTEM AND TRUSTED PARTNER. WE WILL SHARE ACCOUNTABILITY WITH CLINICIANS AND OTHER STAKEHOLDERS TO COORDINATE CARE ACROSS ALL SETTINGS AND IMPROVE ACCESS, QUALITY, HEALTH OUTCOMES, AND AFFORDABILITY. WE WILL GROW AS COMMUNITY-BASED HEALTH NETWORKS TO SERVE MORE PEOPLE IN PARTNERSHIPS WITH OTHERS WHO SHARE OUR VISION AND VALUES.VALUESCARING SPIRIT - WE HONOR THE SACRED DIGNITY OF EACH PERSON.EXCELLENCE - WE SET AND SURPASS HIGH STANDARDS.GOOD HUMOR - WE CREATE JOYFUL AND WELCOMING ENVIRONMENTS.INTEGRITY - WE DO THE RIGHT THING WITH OPENNESS AND PRIDE.SAFETY - WE DELIVER CARE THAT SEEKS TO ELIMINATE ALL HARM FOR PATIENTS AND ASSOCIATES. STEWARDSHIP - WE ARE ACCOUNTABLE FOR THE RESOURCES ENTRUSTED TO US. 335003201 1 1 0 1 0 0 0 0 0 1 1 1 1 0 1 0 0 1 0 0 1 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 1 0 0 1 357 0 1 2033 1 1 1 1 CJ EI 0 0 0 0 0 0 0 0 X 16 14 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 1 1 X KYLE ENGMAN 3038135543 500 ELDORADO BLVD SUITE 4200 BROOMFIELD CO 80021 C GORDON HOWIE PAST CHAIR 2.00 0.00 X X 0 0 0 DONNA KING BSN MBA RN MEMBER 1.00 0.00 X 0 0 0 SISTER EILEEN HURLEY SCL MEMBER 1.00 0.00 X 0 0 0 J PAUL SOLVERSON MEMBER 1.00 0.00 X 0 0 0 JERRY BELL MEMBER 1.00 0.00 X 0 0 0 KATHRYN PAUL MEMBER 1.00 0.00 X 0 0 0 KENT RUSSELL MEMBER 1.00 0.00 X 0 0 0 KNUTE KNUDSON VICE CHAIR 2.00 0.00 X X 0 0 0 SISTER LYNN CASEY SCL CHAIR 2.00 0.00 X X 0 0 0 MARLON PRIEST MD MEMBER 1.00 0.00 X 0 0 0 SISTER MAUREEN HALL SCL MEMBER 1.00 0.00 X 0 0 0 MAUREEN MAHONEY MEMBER 1.00 0.00 X 0 0 0 MICHAEL SALEM MEMBER 1.00 0.00 X 0 0 0 MICHAEL SLUBOWSKI PRESIDENT/CEO 50.00 0.00 X X 1906551 0 34611 STEVEN HUEBNER MEMBER 1.00 0.00 X 0 0 0 VINOD SAHNEY PHD MEMBER 1.00 0.00 X 0 0 0 LYDIA JUMONVILLE TREASURER & CFO/EVP 50.00 0.00 X 708061 0 222049 LYNN SMITH ASSISTANT SECRETARY/EXEC ASST-CEO 50.00 0.00 X 97515 0 15845 ROSLAND MCLEOD SECRETARY/SVP CHIEF LEGAL OFFICER 50.00 0.00 X 543249 0 142548 DAVID PECORARO SVP-CHIEF INFORMATION OFFICER 50.00 0.00 X 503915 0 207042 DEBORAH WELLE-POWELL VP ACCT HEALTH PAYER STRAT 50.00 0.00 X 412515 0 61319 JOHN BYRNES MD VP & CMO HEALTH NETWORKS 50.00 0.00 X 631711 0 27086 MARK WILKINSON VP TREASURER 50.00 0.00 X 290182 0 51567 RICHARD LOPES EVP/CHIEF POPULATION HEALTH OFFICER 50.00 0.00 X 766640 0 419697 ROBERT LADENBURGER COO & EVP 50.00 0.00 X 1563657 0 29709 STEVEN CHYUNG SVP STEWARDSHIP & TRANSF. SUP. CHAIN 50.00 0.00 X 425091 0 85063 TAJQUAH HUDSON SVP CHIEF STRATEGY OFFICER 50.00 0.00 X 484194 0 123291 TERRANCE WEINBURGER SVP MISSION & INTEGRATION 50.00 0.00 X 556869 0 26680 WILLIAM ANDERSON SVP-CHIEF HUMAN RESOURCES OFCR 50.00 0.00 X 536071 0 35123 CHRISTINE WOOLSEY SVP AND CHIEF COMM-MKTG OFCR 50.00 0.00 X 365511 0 88097 WILLIAM PACK VP FINANCE OPERATIONS 50.00 0.00 X 370962 0 81831 BAIN FARRIS PRESIDENT-CEO SJH 0.00 50.00 X 1422535 0 37489 J GRANT WICKLUND PRESIDENT-CEO LMC 0.00 50.00 X 551354 0 257346 CHARLES WRIGHT PRESIDENT-CEO SJB 0.00 50.00 X 568962 0 187808 DAVID HAMM PRESIDENT-CEO GSMC 0.00 50.00 X 538623 0 196827 MICHAEL MCBRIDE PRESIDENT-CEO SMGJ 0.00 50.00 X 536937 0 164336 EDWARD BARKER FORMER OFFICER 0.00 0.00 X 548907 0 4705 IRMA NAPOLI FORMER KEY EMPLOYEE 0.00 0.00 X 383170 0 4904 JILL KENNELLY FORMER KEY EMPLOYEE 0.00 0.00 X 126130 0 6067 LOURDES LAZATIN FORMER HIGHEST COMP. EMPLOYEE 0.00 0.00 X 539323 0 5629 15378635 0 2516669 308 1 1 0 DENTONS US LLP 233 S WACKER DRIVE STE 7800 CHICAGO IL 60606 LEGAL SERVICES 4014925 ERNST & YOUNG US LLP 200 PLAZA DR SECAUCUS NJ 07094 AUDIT SERVICES 2573639 MEDIFAX EDI HOLDING COMPANY & SUBS 3055 LEBANON PIKE STE 1000 NASHVILLE TN 03641 INFORMATION SYSTEMS 2224700 WARBIRD CONSULTING PARTNERS LLP SIX CONCOURSE PKWY STE 2050 ATLANTA GA 44326 CONSULTING SERVICES 2102595 UNIFIED HEALTH SERVICES LLC 6750 LENOX CENTER COURT STE 300 MEMPHIS TN 49248 CLAIMS PROCESSING 2017188 83 280000 280000 MANAGEMENT SERVICES 541900 279676633 279646633 30000 PROGRAM RELATED INVESTMENTS 900099 24920990 24920990 304597623 7896084 156869 7739215 27540721 0 4997550 27540721 -4997550 22543171 22543171 VENDOR ADMINISTRATION REBATE 900099 9076028 9076028 9076028 344392906 313643651 186869 30282386 1677593 1677593 71020 71020 11814252 8257183 3557069 99200138 99200138 3872939 3872939 9141307 9141307 9354580 9354580 8043643 8043643 2680723 2680723 102454 102454 5177710 5177710 22958777 22958777 217930 217930 21128438 21128438 2528284 2528284 5776446 5776446 3383061 3383061 778199 778199 58343789 58343789 41525453 41525453 242399 242399 MAINTENANCE CONTRACTS 24725292 24725292 CONTRACT LABOR 7830917 7830917 COLLECTION AGENCIES 6447077 6447077 RECRUITING EXPENSES 1980224 1980224 5562155 5562155 354564800 335003201 19561599 0 5911616 43932598 60000 60000 9111422 13785469 422685164 214030088 175854388 208655076 1547715028 1213745735 70361031 433628525 442342441 531332141 37733043 13431055 2289088969 2458570599 80543482 152437624 1570537980 1525745858 928927168 1126790388 2580008630 2804973870 X -315967078 -362781503 23047417 14378232 2000000 2000000 -290919661 -346403271 2289088969 2458570599 X -10171894 -21221931 -233328 -23856457 X 0 1 X 1 0 X X 11 ST FRANCIS HEALTH CENTER INC 480547719 3 0 0 0 ST JAMES HEALTHCARE 810231785 3 0 0 0 SAINT JOHN'S HEALTH CENTER 951684082 3 0 0 0 SAINT JOSEPH HOSPITAL INC 840417134 3 0 0 0 SCL HEALTH - FRONT RANGE INC 841103606 3 0 0 0 ST MARY'S HOSPITAL AND MEDICAL CENTER INC 840425720 3 0 0 0 ST VINCENT HEALTHCARE 810232124 3 0 0 0 HOLY ROSARY HEALTHCARE 810231792 3 0 0 0 CARITAS CLINICS INC 481009910 3 0 72920 0 MARIAN CLINIC INC 481046905 3 0 241060 0 MARILLAC CLINIC INC 841085822 3 0 274984 0 11 588964 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 1 1 0 X 1 1 SCHEDULE A, PART IV, SECTION A, LINE 1 THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. IS THE PARENT OF EACH OF ITS SUPPORTED ORGANIZATIONS AND CONTROLS THEM AS PART OF AN INTEGRATED HEALTH SYSTEM. EACH SUPPORTED ORGANIZATION HAS BEEN CONTROLLED BY THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. SINCE ITS INCEPTION. THIS CLOSE AND HISTORIC ORGANIZATIONAL RELATIONSHIP ENSURES THAT SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. AND ITS SUPPORTED ORGANIZATIONS SHARE A SUBSTANTIAL IDENTITY OF INTERESTS. SCHEDULE A, PART IV, SECTION A, LINE 5A SAINT JOHN'S HEALTH CENTER EIN: 95-1684082 SAINT JOHN'S HEALTH CENTER (ST. JOHN'S) WAS SOLD DURING 2014. DUE TO THE SALE OF ST. JOHN'S, IT WILL NO LONGER BE A SUPPORTED ORGANIZATION OF SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS). AS THE SOLE MEMBER, SCLHS HAD FULL AUTHORITY TO SELL ST. JOHN'S. SCHEDULE A, PART IV, SECTION A, LINE 6 SUPPORT WAS PROVIDED TO MOUNT SAINT VINCENT HOME, INC. (MSVH). SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. CONTROLS MSVH. WHILE NOT A SUPPORTED ORGANIZATION AS REPORTED ON SCHEDULE A, PART I, LINE 11G, SUPPORT WAS PROVIDED IN A MANNER THAT IS DESIGNED TO BENEFIT THE SPECIFIED SUPPORTED ORGANIZATIONS. MSVH IS A 501(C)(3) TAX EXEMPT ENTITY. MSVH IS NOT A PRIVATE FOUNDATION. MSVH IS OPERATED, SUPERVISED, AND CONTROLLED DIRECTLY IN CONNECTION WITH THE SPECIFIED PUBLICLY SUPPORTED ORGANIZATIONS REPORTED ON SCHEDULE A, PART I, LINE 11G. SUPPORT WAS ALSO PROVIDED TO EDUCATIONAL INSTITUTIONS NOT CONSIDERED SUPPORTED ORGANIZATIONS. HOWEVER, THESE INSTITUTIONS ARE AFFILIATED WITH THE SISTERS OF CHARITY OF LEAVENWORTH (A RELIGIOUS ORDER), WHICH IS THE FORMER SPONSORING ORGANIZATION OF SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. AMOUNTS GRANTED ARE INSIGNIFICANT TO THE OVERALL OPERATIONS OF SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. SCHEDULE A, PART IV, SECTION E, LINE 3A SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) IS THE SOLE MEMBER OF THE SUPPORTED ORGANIZATIONS. SCLHS APPOINTS MEMBERS OF THE SUPPORTED ORGANIZATIONS' BOARD OF DIRECTORS. SCHEDULE A, PART IV, SECTION E, LINE 3B SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) HAS CERTAIN RESERVE POWERS TO APPROVE CHANGES TO THE BYLAWS REGARDING APPOINTMENT OF BOARD MEMBERS. SCLHS ALSO HAS EXTENSIVE RESERVE POWERS OVER ANY CHANGE IN MISSION, CHANGES TO THE ARTICLES OF INCORPORATION OR BYLAWS, ACQUISITION OF ASSETS, INCURRENCE OF DEBT, MERGER OR DISSOLUTION, APPROVAL OF STRATEGIC PLANS AND BUDGETS, AND APPOINTMENT OF AUDITORS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 102454 102454 0 PART II-B, LINE 1: LOBBYING EXPENSES WERE DERIVED AS A PERCENTAGE OF DUES PAID TO THE AMERICAN HOSPITAL ASSOCIATION AND THE COLORADO HOSPITAL ASSOCIATION. 3663849 149272 3813121 3521063 142786 3663849 3524552 140511 144000 3521063 3639978 17492 132918 3524552 3502137 60804 277272 200235 3639978 0.54500 0.45500 0 0 36798485 36798485 7831995 5279712 2552283 7809983 2325487 5484496 358432964 206424889 152008075 11811737 11811737 208655076 CTIF - SWEEP ACCOUNT 101417913 F LAND HELD FOR INVESTMENT 29390000 F VHA STOCK INVESTMENT 575053 F ABSOLUTE RETURN INVESTMENTS 13719807 F TACTICAL - PINEBRIDGE 92127805 F OPPORTUNISTIC INVESTMENTS 8125616 F REAL RETURN INVESTMENTS 158630603 F EB - KAISER IMPREST 258000 F WC - WELLS FARGO 2 F WC - WACHOVIA BANK 946600 F WC - STOCKMAN BANK 154277 F THF - VARIOUS - 2010 10815872 F THF - VARIOUS - 2013 29266 F THF - EXECUTIVE DB PLAN INVESTMENTS 17437711 F 433628525 NOTES REC - ST JOSEPH HOSPITAL 200000000 F NOTES REC - SCL HEALTH - FRONT RANGE 295810000 F NOTES REC - ST JAMES HEALTHCARE 10279774 F NOTES REC - ST MARYS HOSPITAL & MEDICAL CENTER 25242367 F 531332141 INTERCOMPANY PAYABLE 1078103755 DEFERRED COMP 457 PLAN PAYABLE 18461052 FROZEN DB PLAN PAYABLE 1911140 INTEREST RATE SWAP PAYABLE 22530826 SERP PAYABLE 5783615 1126790388 PART V, LINE 4: SCLHS HAS A PERMANENT ENDOWMENT IN THE AMOUNT OF $2,000,000. THE EARNINGS FROM THE PERMANENT ENDOWMENT ARE A TERM ENDOWMENT TO BE USED FOR EDUCATIONAL PURPOSES AS DETERMINED BY SCLHS MANAGEMENT. 1 CENTRAL AMERICA/CARIBBEAN 0 0 PROGRAM SERVICES CAPTIVE INSURANCE PREMIUM 11180274 CENTRAL AMERICA/CARIBBEAN 0 0 INVESTMENTS, PROGRAM-RELATED 950723 EUROPE 0 0 INVESTMENTS, PROGRAM-RELATED 3309645 0 0 0 0 0 0 15440642 0 15440642 1 0 1 1 1 0 SCH F, PART I, LINE 2 PROCEDURES FOR MONITORING USE OF GRANTS SCLHS' MISSION DEPARTMENT REQUIRES WRITTEN STATEMENTS THREE TIMES A YEAR REGARDING THE PROGRESS AND STATUS OF ANY GRANT. SCHEDULE F, PART I, LINE 3 SCLHS' EXPENDITURES (PREMIUMS PAID) FOR ITS CAPTIVE INSURANCE PREMIUMS WERE $11,180,274 NET OF PREMIUM DISCOUNTS. 1 CARITAS CLINICS 818 NORTH 7TH STREET LEAVENWORTH KS 66048 481009910 501(C)(3) 72920 SUPPORT MISSION MARIAN CLINIC 1001 SW GARFIELD AVE TOPEKA KS 66604 481046905 501(C)(3) 241060 SUPPORT MISSION MARILLAC CLINIC 2333 N 6TH STREET GRAND JUNCTION CO 81501 841085822 501(C)(3) 274984 SUPPORT MISSION MOUNT SAINT VINCENT HOME 4159 LOWELL BOULEVARD DENVER CO 80211 840405260 501(C)(3) 927537 SUPPORT MISSION NATIONAL JEWISH HEALTH 1400 JACKSON STREET DENVER CO 80206 742044647 501(C)(3) 10000 SUPPORT MISSION ARRUPE JESUIT HIGH SCHOOL 4343 UTICA ST DENVER CO 80212 020628872 501(C)(3) 24000 SCHOLARSHIP PROGRAM CRISTO REY HIGH SCHOOL 211 WEST LINWOOD BOULEVARD KANSAS CITY MO 64111 202842522 501(C)(3) 13000 SCHOLARSHIP PROGRAM UNIVERSITY OF SAINT MARY 4100 S 4TH ST LEAVENWORTH KS 66048 480547846 501(C)(3) 22490 SCHOLARSHIP PROGRAM ST FRANCIS HEALTH CENTER FOUNDATION 1700 SW 7TH STREET TOPEKA KS 66606 481092520 501(C)(3) 8160 SUPPORT MISSION 9 SECONDARY EDUCATION SCHOLARSHIP 35 71020 PART I, LINE 2: SCLHS' MISSION DEPARTMENT REQUIRES WRITTEN STATEMENTS THREE TIMES A YEAR REGARDING THE PROGRESS AND STATUS OF THE GRANT. X 0 1 X X X X X X 1 1 0 0 0 0 0 1 0 MICHAEL SLUBOWSKI PRESIDENT/CEO 1074386 0 290815 0 541350 0 18720 0 15891 0 1941162 0 0 0 LYDIA JUMONVILLE TREASURER & CFO/EVP 546743 0 145348 0 15970 0 203150 0 18899 0 930110 0 0 0 ROSLAND MCLEOD SECRETARY/SVP CHIEF LEGAL OFFICER 414156 0 101670 0 27423 0 118442 0 24106 0 685797 0 0 0 DAVID PECORARO SVP-CHIEF INFORMATION OFFICER 386336 0 100838 0 16741 0 190425 0 16617 0 710957 0 0 0 DEBORAH WELLE-POWELL VP ACCT HEALTH PAYER STRAT 294033 0 113765 0 4717 0 51120 0 10199 0 473834 0 0 0 JOHN BYRNES MD VP & CMO HEALTH NETWORKS 142000 0 91565 0 398146 0 6378 0 20708 0 658797 0 0 0 MARK WILKINSON VP TREASURER 244248 0 43836 0 2098 0 40787 0 10780 0 341749 0 0 0 RICHARD LOPES EVP/CHIEF POPULATION HEALTH OFFICER 586950 0 153385 0 26305 0 396733 0 22964 0 1186337 0 0 0 ROBERT LADENBURGER COO & EVP 407405 0 189409 0 966843 0 17033 0 12676 0 1593366 0 0 0 STEVEN CHYUNG SVP STEWARDSHIP & TRANSF. SUP. CHAIN 335071 0 60462 0 29558 0 58220 0 26843 0 510154 0 0 0 TAJQUAH HUDSON SVP CHIEF STRATEGY OFFICER 361255 0 86820 0 36119 0 113906 0 9385 0 607485 0 0 0 TERRANCE WEINBURGER SVP MISSION & INTEGRATION 211306 0 75034 0 270529 0 15453 0 11227 0 583549 0 0 0 WILLIAM ANDERSON SVP-CHIEF HUMAN RESOURCES OFCR 348305 0 94910 0 92856 0 16936 0 18187 0 571194 0 0 0 CHRISTINE WOOLSEY SVP AND CHIEF COMM-MKTG OFCR 281511 0 72051 0 11949 0 72495 0 15602 0 453608 0 0 0 WILLIAM PACK VP FINANCE OPERATIONS 348022 0 15209 0 7731 0 56253 0 25578 0 452793 0 0 0 BAIN FARRIS PRESIDENT-CEO SJH 512925 0 120184 0 789426 0 18720 0 18769 0 1460024 0 625849 0 J GRANT WICKLUND PRESIDENT-CEO LMC 418545 0 109007 0 23802 0 226592 0 30754 0 808700 0 0 0 CHARLES WRIGHT PRESIDENT-CEO SJB 286491 0 45646 0 236825 0 163198 0 24610 0 756770 0 221715 0 DAVID HAMM PRESIDENT-CEO GSMC 417894 0 100691 0 20038 0 176950 0 19877 0 735450 0 0 0 MICHAEL MCBRIDE PRESIDENT-CEO SMGJ 431104 0 90269 0 15564 0 144177 0 20159 0 701273 0 0 0 EDWARD BARKER FORMER OFFICER 0 0 68014 0 480893 0 0 0 4705 0 553612 0 0 0 IRMA NAPOLI FORMER KEY EMPLOYEE 0 0 44099 0 339071 0 0 0 4904 0 388074 0 0 0 JILL KENNELLY FORMER KEY EMPLOYEE 0 0 0 0 126130 0 0 0 6067 0 132197 0 0 0 LOURDES LAZATIN FORMER HIGHEST COMP. EMPLOYEE 0 0 0 0 539323 0 0 0 5629 0 544952 0 0 0 PART I, LINE 1A TAX INDEMNIFICATION AND GROSS-UP PAYMENTS THE ORGANIZATION ALLOWS FOR CERTAIN TAX INDEMNIFICATION AND GROSS-UP PAYMENTS IN THE INSTANCES OF RELOCATION AND TEMPORARY HOUSING. THESE AMOUNTS ARE TREATED AS TAXABLE COMPENSATION. THE INDIVIDUALS LISTED THAT WERE TAXED FOR 2014 WERE: ROSLAND MCLEOD, STEVEN CHYUNG, WILLIAM PACK PART I, LINE 1B TAX INDEMNIFICATION AND GROSS-UP PAYMENTS - WRITTEN POLICY THE ORGANIZATION DOES NOT HAVE A FORMAL WRITTEN POLICY FOR TAX INDEMNIFICATION AND GROSS-UP PAYMENTS. HOWEVER, BEFORE ANY TAX INDEMNIFICATION AND GROSS-UP PAYMENTS ARE MADE; PROPER APPROVAL FROM THE EMPLOYEE'S MANAGER IS REQUIRED. IN ADDITION, APPROVAL IS ALSO REQUIRED FROM HUMAN RESOURCES. PART I, LINES 4A-B SCHEDULE J, PART I, LINE 4A THE ORGANIZATION PERIODICALLY INCURS SEVERANCE PAYMENTS RELATED TO FORMER EMPLOYEES. THE AMOUNTS PAID TO LISTED INDIVIDUALS FOR SEVERANCE IN 2014 WERE: JOHN BYRNES - $385,037, ROBERT LADENBURGER - $603,601, EDWARD BARKER -$477,450, IRMA NAPOLI - $310,416, JILL KENNELLY - $127,235, LOURDES LAZATIN - $534,415. SCHEDULE J, PART I, LINE 4B PAYMENTS FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN THE ORGANIZATION PROVIDES NONQUALIFIED DEFERRED COMPENSATION PLANS (NQDC) FOR EXECUTIVES TO COMPENSATE FOR REGULATORY IMPOSED LIMITATIONS IN QUALIFIED RETIREMENT PLANS AND TO PROVIDE A BENEFIT CONSISTENT WITH OTHER NOT FOR PROFIT HEALTH SYSTEMS. THESE PLANS ENABLE THE EXECUTIVE TO EARN BENEFITS DURING EACH YEAR THAT THEY PARTICIPATE. PRIOR TO 2014, THE ORGANIZATION'S NQDC PLAN PROVIDED A BENEFIT TO ELIGIBLE PARTICIPANTS BASED ON A PERCENTAGE OF THEIR BASE COMPENSATION. THE VESTING PERIOD IS 5 YEARS OR WHEN THE PARTICIPANT IS AGE 65 OR OLDER. THERE WERE NO CONTRIBUTIONS TO THIS PLAN AFTER DECEMBER 31, 2013. ANY DISTRIBUTIONS FROM THIS PLAN ARE REPORTED BELOW. IN 2014, THE ORGANIZATION'S NQDC PLAN PROVIDED A BENEFIT TO ELIGIBLE PARTICIPANTS BASED ON A PERCENTAGE OF THEIR BASE COMPENSATION. THE VESTING PERIOD IS 3 YEARS OR WHEN THE PARTICIPANT IS AGE 65 OR OLDER. THERE WERE NO CONTRIBUTIONS TO THIS PLAN BEFORE JANUARY 1, 2014. ANY DISTRIBUTIONS FROM THIS PLAN ARE REPORTED BELOW. THE ORGANIZATION HAS DETERMINED THAT THESE BENEFITS SHOULD BE SUBJECT TO TAXATION AS THEY ARE EARNED AND VESTED RATHER THAN WHEN THEY ARE RECEIVED. AS A RESULT, THE TOTAL NONQUALIFIED RETIREMENT PLAN BENEFITS, WHICH WERE ACCRUED AND VESTED IN THE CURRENT YEAR, ARE NOW CONSIDERED TAXABLE AND THUS WERE TAXED TO THE PARTICIPANTS. FOR SOME OF THE PARTICIPANTS, AN AMOUNT EQUAL TO THE PARTICIPANT'S EXPECTED INCOME TAX LIABILITY WAS WITHDRAWN FROM THE PARTICIPANT'S ACCOUNT AND REMITTED TO THE FEDERAL AND STATE GOVERNMENTS AS WITHHOLDING ON THE TAXABLE BENEFIT. THE AMOUNTS WITHDRAWN FROM THE PLAN FOR TAXES IN 2014 WERE: BAIN FARRIS - $289,329, CHARLES WRIGHT - $104,301. FOR CONTRIBUTIONS MADE IN 2014, CERTAIN PARTICIPANTS ARE VESTED OR BECAME VESTED IN THE PLAN DURING 2014. VESTED AMOUNTS ARE PAYABLE TO THE RECIPIENT. THE VESTED AMOUNTS ARE TAXABLE TO THE RECIPIENT IN THE CURRENT YEAR. THE TAXABLE AMOUNTS ARE INCLUDED ON THE RECIPIENT'S W-2. IN ADDITION, FOR AMOUNTS CONTRIBUTED PRIOR TO 2014, VESTED AMOUNTS ARE PAYABLE UPON THE END OF EMPLOYMENT. THE VESTED AMOUNTS WITHDRAWN INCLUDE AMOUNTS PREVIOUSLY TAXED TO THE RECIPIENT AND AMOUNTS TAXABLE TO THE RECIPIENT IN THE CURRENT YEAR. THE TAXABLE AMOUNTS ARE INCLUDED ON THE RECIPIENT'S W-2. THE AMOUNTS WITHDRAWN FROM THE PLAN IN 2014 WERE: MICHAEL SLUBOWSKI - $518,970, ROBERT LADENBURGER - $1,702,647, TAJQUAH HUDSON - $32,097, TERRANCE WEINBURGER - $257,421, WILLIAM ANDERSON - $70,048, BAIN FARRIS - $139,268. PART I, LINE 7 OTHER NON-FIXED PAYMENTS THE AT RISK COMPENSATION PLAN WAS ESTABLISHED TO ENABLE THE HEALTH CARE SYSTEM AND ITS CARE SITES TO ATTRACT AND ENGAGE QUALIFIED LEADERS AND TO PROVIDE SUCH LEADERS WITH AN ADDITIONAL PERFORMANCE COMPENSATION OPPORTUNITY TO PROMOTE AND FURTHER ITS CHARITABLE MISSION, VISION, STRATEGIC PRIORITIES AND KEY INITIATIVES. THE PLAN OPERATES ON A CALENDAR-YEAR BASIS AND IS FUNDED EACH YEAR BY MEETING THRESHOLD LEVELS OF OPERATING INCOME. TARGET AWARD AMOUNTS ARE A PERCENTAGE OF LEADERS' BASE PAY AS DETERMINED BY THEIR SPECIFIC ROLE AT THE HEALTH CARE SYSTEM. ACTUAL AWARDS ARE PAID OUT BASED ON ATTAINMENT OF OPERATING INCOME AND OTHER PLAN PERFORMANCE STANDARDS. AWARDS ARE BASED ON HOW WELL THE HEALTH CARE SYSTEM OR THE CARE SITE PERFORMS RELATIVE TO THE PLAN'S STATED PERFORMANCE STANDARDS AND THE WEIGHT GIVEN TO EACH OF THE PERFORMANCE MEASURES AS DEFINED BY THE CARE SITE CEO OR THE HEALTH CARE SYSTEM SERVICES SENIOR EXECUTIVE LEADERSHIP TEAM FOR THAT PLAN YEAR. THE AT RISK COMPENSATION PLANS ARE BASED ON A COMBINATION OF PERFORMANCE MEASURES. PERFORMANCE MEASURES INCLUDE PATIENT EXPERIENCE, PATIENT SAFETY, EMPLOYEE SAFETY, COMMUNITY BENEFIT AND OPERATING INCOME. THE AT RISK COMPENSATION PLAN SHALL BE INTERPRETED, APPLIED AND ADMINISTERED AT ALL TIMES IN ACCORDANCE WITH CODE SECTION 409A AND GUIDANCE ISSUED THEREUNDER. THE HEALTH CARE SYSTEM RESERVES THE RIGHT TO AMEND OR TERMINATE THIS PLAN AT ANY TIME FOR ANY REASON. ADDITIONAL OFFICER AND BOARD DISCLOSURES THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) AND RELATED TAX EXEMPT ORGANIZATIONS CONSISTS OF EIGHT HOSPITALS, TEN FOUNDATIONS AND FOUR CLINICS IN FOUR STATES. SCLHS AND RELATED TAX EXEMPT ORGANIZATIONS ADHERE TO GOVERNANCE EXCELLENCE STANDARDS INCLUDING TRANSPARENCY AND ACCOUNTABILITY. IN KEEPING WITH SCLHS' CORE VALUE OF STEWARDSHIP, NO BOARD MEMBER SERVING ON THE BOARD OF DIRECTORS (BOARD) IS COMPENSATED FOR THAT SERVICE. SCLHS' BOARD COMPENSATION COMMITTEE (COMMITTEE) HAS RETAINED THE SERVICES OF AN INDEPENDENT COMPENSATION ADVISOR. THE COMPENSATION ADVISOR IS RESPONSIBLE FOR ADVISING THE COMMITTEE ON ALL MATTERS RELATING TO EXECUTIVE COMPENSATION INCLUDING SUPPORTING THE COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED OFFICERS IS CONSISTENT WITH MARKET VALUE AND THE PAY PHILOSOPHY SET BY THE BOARD. THE PAY PHILOSOPHY SET BY THE BOARD IS TO PAY AT THE MIDDLE OF THE MARKET FOR EXECUTIVES OF SIMILAR SIZED ORGANIZATIONS OVERALL. SCLHS EXECUTIVE COMPENSATION IS COMPARABLE TO THAT PROVIDED BY SIMILAR, NOT-FOR-PROFIT HEALTHCARE SYSTEMS AND HOSPITALS. THE SISTERS WHO SERVE AS OFFICERS AND/OR BOARD MEMBERS ARE MEMBERS OF THE SISTERS OF CHARITY OF LEAVENWORTH (A RELIGIOUS ORDER OF WOMEN). THE SISTERS HAVE TAKEN VOWS OF POVERTY AND RECEIVE NO COMPENSATION, EXPENSE ACCOUNT ALLOWANCE, OR CONTRIBUTIONS TO BENEFIT PLANS FOR THEIR SERVICES TO THE HEALTH SYSTEM. HOWEVER, PAYMENT IS MADE DIRECTLY TO THE SISTERS OF CHARITY OF LEAVENWORTH FOR THE SERVICES OF THOSE WHO PERFORM PROFESSIONAL, ADMINISTRATIVE, AND OTHER SUCH SERVICES. A COLORADO HEALTH FACILITIES AUTHORITY 840752932 196474K58 2003-12-05 103035000 2/2/1994 & 9/9/1992 REFI 0 0 0 B COLORADO HEALTH FACILITIES AUTHORITY 840752932 19648AST3 2010-05-20 605460143 3/24/98, 11/13/02, 7/18/02 0 0 0 C MONTANA FACILITY FINANCE AUTHORITY 810302402 61204KHV6 2010-05-20 217535868 3/24/98 & 5/25/00 REFI+HOSP FAC 0 0 0 D KANSAS DEVELOPMENT FINANCE AUTHORITY 481066589 48542K5N5 2010-05-20 202625401 3/24/98 & 5/25/00 REFI+HOSP FAC 0 0 0 A 77385000 103035433 714438 22369995 79951000 2003 1 0 1 1 B 46795000 605500535 6836215 310650923 288013397 2010 1 1 1 1 C 23525000 217665076 2529281 83964849 120355075 10815871 2010 1 0 0 1 D 20850000 202625401 2488006 77008019 123129376 2010 1 0 1 1 A 0 1 1 1 0 0.02500 0.02500 0 1 0.03780 1 1 B 0 1 1 1 0 0 0 1 C 0 1 1 1 0 0.01500 0.00100 0.01600 0 0 1 D 0 1 1 1 0 1 1 0.64520 1 1 A 0 0 0 1 1 1 MERRILL LYNCH 20.000000000000 0 0 0 0 1 B 0 0 0 1 0 0 0 0 1 C 0 0 0 1 0 0 0 0 1 D 0 0 0 1 0 0 0 0 1 A 1 B 1 C 1 D 1 PART IV, LINE 2C REBATE COMPLETION DATES: A - COLORADO HEALTH FACILITIES AUTHORITY 2003 - 1/20/15 B - COLORADO HEALTH FACILITIES AUTHORITY 2010 - 8/8/14 D - KANSAS DEVLOPMENT FINANCE AUTHORITY 2010 - 8/8/14 A - COLORADO HEALTH FACILITIES AUTHORITY 2011 - 8/20/14 B - KANSAS DEVELOPMENT FINANCE AUTHORITY 2012 - 5/14/14 C - COLORADO HEALTH FACILITIES AUTHORITY 2013 - 3/25/15 PART I COLUMN (E) & PART II LINE 3 ANY DIFFERENCE BETWEEN ISSUES PRICE REPORTED ON PART I, COLUMN (E) AND TOTAL PROCEEDS REPORTED ON PART II, LINE 3 IS DUE TO INVESTMENT EARNINGS. PART II, LINE 12 THE $10,815,871 UNSPENT PROCEEDS ARE BEING HELD BY THE TRUSTEE IN THE MONTANA PROJECT FUND FOR FUTURE MONTANA CAPITAL PROJECTS. PART III, LINE 8B PROVIDENCE MEDICAL CENTER (KANSAS CITY, KS) AND SAINT JOHN HOSPITAL (LEAVENWORTH, KS) WERE SOLD APRIL 2013 AND REMEDIAL ACTIONS (REISSUANCE AND REDEMPTION) WERE TAKEN WITH RESPECT TO THE OUTSTANDING BONDS. A COLORADO HEALTH FACILITIES AUTHORITY 840752932 NONEAVAIL 2011-06-15 62620000 REFI 7/18/02 & 2/4/09 0 0 0 B KANSAS DEVELOPMENT FINANCE AUTHORITY 481066589 NONEAVAIL 2012-04-04 76290000 REFI 3/7/06 0 0 0 C COLORADO HEALTH FACILITY AUTHORITY 840752932 19648AN84 2013-11-12 302719375 CONSTRUCT HOSPITAL FACILITY 0 0 0 D KANSAS DEVELOPMENT FINANCE AUTHORITY 481066589 48542K5N5 2013-04-01 32775000 REISSUANCE OF KANSAS 2010 0 0 0 A 2995000 62620000 420000 62200000 2011 1 0 1 1 B 12755000 76290000 265000 76025000 2012 1 0 1 1 C 302719375 3005563 299713812 2013 0 0 0 1 D 32775000 32775000 2013 0 0 0 1 A 0 1 1 1 0 0 0 1 B 0 1 1 1 0 0.00500 0.00500 0 1 0.15070 1 1 C 0 0 1 1 0 0 0 1 D 0 1 1 1 0 0 0 1 A 0 0 0 1 1 0 0 0 1 B 0 0 0 1 1 1 DEUTSCHE BANK 25.000000000000 0 0 0 0 1 C 0 0 0 1 1 1 0 0 0 0 1 D 0 0 0 1 0 0 0 0 1 A 1 B 1 C 1 D 1 A COLORADO HEALTH FACILITIES AUTHORITY 840752932 NONEAVAIL 2014-11-20 85635000 REFI 4/9/02 & 12/5/03 0 0 0 B MONTANA FACILITY FINANCE AUTHORITY 364615144 NONEAVAIL 2014-11-20 61690000 REFI 12/5/03 & 3/7/06 0 0 0 A 85635000 85635000 2014 1 0 1 1 B 61690000 61690000 2014 1 0 1 1 A 0 1 1 1 0 0 0 1 B 0 1 1 1 0 0.01800 0.01800 0 0 1 A 0 1 0 0 1 1 MERRILL LYNCH 20.000000000000 0 0 0 0 1 B 0 1 0 0 1 0 0 0 1 A 1 B 1 DELTA DENTAL OF COLORADO BOARD MEMBER, KATHRYN PAUL 8551409 SEE PART V 0 SCHEDULE L, PART IV, COLUMN D BOARD MEMBER, KATHRYN PAUL, IS AN OFFICER (CEO) OF DELTA DENTAL OF COLORADO. SCLHS'S DENTAL PLAN IS THROUGH DELTA DENTAL. ALL TRANSACTIONSWITH DELTA DENTAL ARE CONDUCTED AT ARM'S LENGTH. FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERS OF SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) SHALL BE THE MEMBERS OF LEAVEN MINISTRIES. THE MEMBERS OF LEAVEN MINISTRIES SHALL SERVE AS MEMBERS OF SCLHS DURING THEIR TERMS OF OFFICE AS MEMBERS OF LEAVEN MINISTRIES. FORM 990, PART VI, SECTION A, LINE 7A THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATION AND THE CHAIR OF LEAVEN MINISTRIES, OR HIS/HER DESIGNEE, SHALL BE EX-OFFICIO MEMBERS OF THE BOARD WITH FULL VOTING RIGHTS. THE CHAIR OF LEAVEN MINISTRIES SHALL APPOINT AN ADDITIONAL MEMBER OF THE CORPORATION TO SERVE ON THE BOARD OF DIRECTORS OF THE CORPORATION. THE BOARD OF DIRECTORS SHALL ENSURE THE PRESENCE OF REPRESENTATIVES NOMINATED BY THE PARTICIPATING ENTITIES ON THIS BOARD AND ON THE BOARD OF ANY CORPORATION OF WHICH THIS CORPORATION IS A CONTROLLING MEMBER. EXCEPT FOR EX-OFFICIO MEMBERS OF THE BOARD OF DIRECTORS, THE MEMBERS SHALL APPOINT DIRECTORS AT THE ANNUAL MEETING OF THE MEMBERS. A SLATE OF NAMES PROPOSED BY A NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS FOR APPOINTMENT AS DIRECTORS SHALL BE SUBMITTED TO THE MEMBERS BY THE CHAIRPERSON OF THE BOARD, PROVIDED, HOWEVER, THAT THE MEMBERS MAY APPOINT INDIVIDUALS AS DIRECTORS WHO HAVE NOT BEEN NOMINATED BY THE NOMINATING COMMITTEE. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBERS OF THE CORPORATION SHALL BE THE MEMBERS OF LEAVEN MINISTRIES. THE MEMBERS OF LEAVEN MINISTRIES SHALL SERVE AS MEMBERS OF THE CORPORATION DURING THEIR TERM OF OFFICE AS MEMBERS OF LEAVEN MINISTRIES. IN ADDITION TO ALL MATTERS REQUIRED BY LAW OR BY THE ARTICLES OF INCORPORATION OR OTHER PROVISIONS OF THESE BYLAWS WHICH ARE REQUIRED TO BE PERFORMED BY THE MEMBERS, THE MEMBERS SHALL HAVE THE SOLE PREROGATIVE TO ACT UPON ANY OF THE FOLLOWING MATTERS AND, IF ANY ACTION WITH RESPECT TO ANY OF THE FOLLOWING IS INITIATED BY A BODY OTHER THAN THE MEMBERS, IT SHALL NOT BECOME EFFECTIVE UNTIL APPROVED BY AN AFFIRMATIVE VOTE OF THE MEMBERS: TO ESTABLISH/APPROVE THE MISSION/PHILOSOPHY OF THIS CORPORATION AND ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; TO ADOPT, AMEND OR REPEAL THE ARTICLES OF INCORPORATION OR BYLAWS OF THIS CORPORATION AND THE ARTICLES AND BYLAWS OF ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; TO FIX THE NUMBER OF DIRECTORS OF THIS CORPORATION AND APPOINT THE CORPORATION'S BOARD OF DIRECTORS, AFTER RECEIVING RECOMMENDATIONS FROM THE BOARD, PROVIDED THAT THE MEMBERS' APPOINTMENT AUTHORITY SHALL NOT BE LIMITED TO THE NOMINATIONS RECEIVED; TO REMOVE, WITH OR WITHOUT CAUSE, AFTER CONSULTATION WITH THE BOARD OF DIRECTORS, ANY MEMBER OF THE BOARD OF THIS CORPORATION; TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, AFTER CONSULTATION WITH THE BOARD OF DIRECTORS, THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THIS CORPORATION; TO APPROVE FOR THIS CORPORATION, OR FOR ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER, THE INCURRENCE OF INDEBTEDNESS OR THE SALE, TRANSFER, ASSIGNMENT, OR ENCUMBERING OF THE ASSETS, PURSUANT TO POLICIES ESTABLISHED FROM TIME TO TIME BY THE MEMBERS OF THIS CORPORATION; TO APPROVE THE MERGER, DISSOLUTION OR CORPORATE RESTRUCTURING OF THIS CORPORATION OR ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS PREPARED BY THE TAX DEPARTMENT. THE FORM 990 IS REVIEWED BY SENIOR MANAGEMENT. A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO THE FILING OF THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. ANY QUESTIONS ARE ADDRESSED TO THE TAX DIRECTOR OF SCLHS PRIOR TO FILING THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. THE FORM 990 WAS ALSO REVIEWED BY AN OUTSIDE ACCOUNTING FIRM. FORM 990, PART VI, SECTION B, LINE 12C MONITORING AND ENFORCEMENT OF COMPLIANCE WITH CONFLICT OF INTEREST POLICY SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES ITS CONFLICT OF INTEREST POLICY BY PROVIDING EDUCATION AND TRAINING FOR ITS EMPLOYEES, STAFF, OFFICERS AND DIRECTORS. PERSONS CONSIDERED TO BE IN AN INFLUENTIAL POSITION, SUCH AS LEADERSHIP, BOARD MEMBERS, PHYSICIANS, EXECUTIVES, MANAGERS AND ABOVE, ARE ALL REQUIRED TO COMPLETE A CONFLICT OF INTEREST STATEMENT ON AN ANNUAL BASIS TO DISCLOSE ANY POTENTIAL CONFLICT ISSUES. THESE STATEMENTS ARE CAREFULLY REVIEWED BY COMPLIANCE AND APPROPRIATE LEADERSHIP AND A REPORT IS PROVIDED TO SCLHS' PRESIDENT/CEO AND THE BOARD OF DIRECTORS. IN THE EVENT OF A CONFLICT OF INTEREST WITH A SCLHS BOARD MEMBER, THE CONFLICT SHALL PROMPTLY BE REPORTED TO THE SCLHS BOARD CHAIR WHO WILL PRESENT THE FACTS TO THE SCLHS GOVERNANCE COMMITTEE FOR EVALUATION AND PRESENTATION TO THE SCLHS BOARD OF DIRECTORS FOR ITS ACTION. PERSONS IDENTIFIED AS HAVING A CONFLICT ARE EXCLUDED FROM FINANCIAL DECISION PROCESSES THAT ARE RELATED TO THEIR CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) PROCESS FOR DETERMINING COMPENSATION FOR THE TOP MANAGEMENT AND SENIOR LEADERSHIP IS THE RESPONSIBILITY OF THE COMPENSATION COMMITTEE. THIS COMMITTEE IS COMPOSED OF THREE OR MORE MEMBERS WHO ARE NOT CURRENT EMPLOYEES OF SCLHS, OR FORMER EMPLOYEES WITH NO ACTIVE INTEREST IN THE SCLHS' COMPENSATION PROGRAM, INCLUDING AT LEAST TWO MEMBERS OF THE SCLHS BOARD. SCLHS BELIEVES THAT THE INDEPENDENCE OF THESE MEMBERS IS VITAL TO THE INTEGRITY OF THE PROCESS. THE WORK OF THIS COMMITTEE INCLUDES BEING CONSTANTLY AWARE OF THE CURRENT COMPETITIVE MARKET FOR MANAGEMENT AND SENIOR LEADERS, AS WELL AS COMPILING AND MAINTAINING RECORDS OF COMPARABLE COMPENSATION AND BENEFITS DATA, INCLUDING SURVEYS AND OTHER ANALYSES, TO SUPPORT SCLHS' TOTAL COMPENSATION TO EACH INDIVIDUAL. AS PART OF THE REVIEW PROCESS, SCLHS USES THE FOLLOWING IN ESTABLISHING THE COMPENSATION OF TOP MANAGEMENT AND SENIOR LEADERSHIP. 1) COMPENSATION COMMITTEE 2) INDEPENDENT COMPENSATION CONSULTANT 3) FORM 990 OF OTHER ORGANIZATIONS 4) WRITTEN EMPLOYMENT CONTRACTS 5) COMPENSATION SURVEYS AND STUDIES 6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE THE ITEMS LISTED ABOVE SUPPORT THE COMPENSATION COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED TO ITS EXECUTIVES (OFFICERS, KEY EMPLOYEES, ETC.) IS CONSISTENT WITH THE MARKET VALUE AND THE PAY PHILOSOPHY SET BY THE BOARD. MINUTES ARE KEPT CONTEMPORANEOUSLY FOR EACH MEETING OF THE COMMITTEE. LIKEWISE, THE COMMITTEE IS RESPONSIBLE FOR ENSURING THAT NO "EXCESS BENEFIT" IS CONFERRED ON AN INDIVIDUAL, OR THAT SUCH COMPENSATION DOES NOT CONSTITUTE PROHIBITED INUREMENT. THIS PROCESS IS COMPLETED FOR ALL SENIOR LEADERSHIP, AT THE AFFILIATE AND SYSTEM LEVEL, AND THE COMMITTEE'S RECOMMENDATION IS THEN SUBMITTED TO THE SCLHS BOARD FOR APPROVAL. THE CHARGE OF THIS COMMITTEE ADHERES TO SCLHS' CORE VALUE OF STEWARDSHIP, ENSURING THAT THE MINISTRY'S RESOURCES HELD IN TRUST ARE NOT WASTED OR MISUSED, AND ARE DEPLOYED TO EFFECTIVELY AND EFFICIENTLY ADVANCE THE MISSION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, AND GOVERNING DOCUMENTS AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: FAS 158 UNRECOGNIZED FROZEN DB PLAN -33,036,941. FAS 157 CREDIT RISK ADJUSTMENT 432,050. EQUITY TRANSFERS TO/FROM SUBSIDIARIES 7,839,734. CHANGE IN SELF INSURED LIABILITY -8,591,300. LEAVEN INSURANCE DIVIDEND 9,500,000. 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