2015-11-13T10:34:43-06:00 2014-12-31 560747981 DIXON HUGHES GOODMAN LLP 500 Ridgefield Court Asheville NC 28806 990 2014-01-01 570831165 CareAlliance Health Services CARE 8437242958 1483 Tobias Gadson Blvd No 101 Charleston SC 29407 Bret D Johnson SVP & CFO 8437242958 2015-11-13 1 Amy Bibby P00445891 8282542254 2014 2016-04-25 22:37:26Z Roper St Francis Healthcare David L Dunlap 1483 Tobias Gadson Blvd No 101 Charleston SC 29407 109645662 0 X www.rsfh.com X 1998 SC Management and oversight of related nonprofit hospital and healthcare subsidiaries 13 7 688 88 489696 0 527269 8141479 86695922 88837754 5012926 10546919 1572060 1585122 93808177 109111274 1205256 1493971 0 0 53522382 53065878 0 0 0 76237268 76241962 130964906 130801811 -37156729 -21690537 327555915 756421068 875592462 387174657 -548036547 369246411 X Healing all people with compassion, faith, and excellence. 0 0 70854211 1493971 88837754 Roper St. Francis cares for more Lowcountry families than any other healthcare provider. Our mission is simple: Healing all people with compassion, faith and excellence. As Charleston's only private, not-for-profit hospital system with a specific focus on community outreach, our entire organization is committed to making a difference. Roper St. Francis contributed $61,407,603 in community benefit in 2014, which represents 7.7 percent of our net operating revenue. This community benefit comes in many forms, such as $48,472,773 in charity care, $7,620,320 in unreimbursed Medicaid costs, $603,308 in sponsorships and $4,711,202 in numerous community outreach programs.Our teammates go beyond the walls of their work spaces to support our community's health. Our teammates provided 52,381 hours of their time in 2014 in support of wellness initiatives that touched 87,273 of our neighbors. This includes participating in more than 100 community health fairs and screenings. Our teammates and leaders have shown their commitment to the community by contributing money and volunteering their time. Roper St. Francis teammates organized an extensive campaign to support the Trident United Way, and it yielded more than $320,000 in donations that will help improve the education, financial stability and health of our community. Dozens of Roper St. Francis teammates participated in the American Heart Association's annual Lowcountry Heart Walk. Those teams helped to raise more than $25,000 that will go toward fighting cardiovascular disease and stroke. Caring for the uninsured is an integral part of our mission. We've taken a strong position on Medicaid expansion and called on our state's leaders and lawmakers to expand it to provide healthcare for the poor and most vulnerable. We've been a leader in enrolling uninsured and underinsured residents to our AccessHealth Tri-county network, which gives patients care navigation and a primary care medical home. We enrolled last year more than 2,500 residents, many of whom visited the region's emergency rooms for their primary care. We've been a benefactor of One80 Place, which provides food and shelter for our community's homeless. We donated more than $200,000 to help it establish a health clinic, and we fund an on-site nurse. We also make regular donations of medical equipment, lab tests and medication. In 2014, our Ryan White Program and Wellness Center served 700 clients, many of them are uninsured and poor. The program has made great strides to treat, counsel and support individuals in our community who are struggling with an HIV or AIDS diagnosis. The program organized its fifth annual Dining Out for Life fundraiser, which involves local restaurants donating a portion of their sales to the program. Dining Out for Life raised a record-setting $50,379 in 2014. The program also sponsored its 6th annual AIDS walk, which attracted 150 participants and raised $7,818. Proceeds from both events help fund the life-saving services the clinic provides. 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. 70854211 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 0 1 1 1 0 0 1 X 768 0 1 688 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 0 SC X X The Finance Department 8437242958 1483 Tobias Gadson Blvd 101 Charleston SC 29407 X John M Jordan Chair (See Sch O) 0.50 2.50 X X 0 324425 29636 Stanley Wilson MD Vice Chair (See Sch O) 0.50 49.50 X X 0 572182 49623 Sister Anne Lutz Board Member 0.50 2.50 X 0 0 0 Richard Statuto Board Member 0.50 2.50 X 0 0 0 Joseph G Piemont Board Member 0.50 2.50 X 0 0 0 Katherine Duffy PhD Board Member 0.50 2.50 X 0 0 0 Roberta Pinckney Board Member 0.50 2.50 X 0 0 0 Shannon Honney MD Board Member (See Sch O) 0.50 49.50 X 0 220816 19405 Julius R Ivester MD Board Member (through June) 0.50 2.50 X 0 0 0 Brian Cuddy MD Board Member (from July)(See Sch O) 0.50 49.50 X 0 982399 58684 Alison E Dillon MD Board Member (See Sch O) 0.50 2.50 X 0 57455 0 Angress Walker Board Member 0.50 2.50 X 0 0 0 Mary Thornley Board Member 0.50 2.50 X 0 0 0 Wills C Geils MD Board Member (See Sch O) 0.50 2.50 X 0 32267 0 David Dunlap President & CEO of CAHS 45.00 5.00 X 1167999 0 250028 Matthew Severance SVP of Operations 1.00 49.00 X 0 736801 194372 Steven Shapiro MD CMO & VP Med Affairs 47.00 3.00 X 622233 0 109792 Bret Johnson CFO & SVP / Treasurer 45.00 5.00 X 669558 0 202137 Allen Carroll SVP of Operations 1.00 49.00 X 0 575491 157960 Douglas Bowling CSO & VP 46.00 4.00 X 507941 0 149153 John Sullivan VP Operations 1.00 49.00 X 0 395084 189764 Gregory Edwards VP & General Council/ Secretary 45.00 5.00 X 501631 0 128056 H Douglas Harrison VP Human Resources (through March) 45.00 5.00 X 244199 0 58829 Melanie Stith VP Human Resources (from April) 45.00 5.00 X 201787 0 51673 Michael Taylor CIO & VP (through April) 45.00 5.00 X 526676 0 60774 Melinda Cardell CIO & VP (from April) 45.00 5.00 X 215340 0 23245 Carolyn Donohue VP Nursing/ Senior Nurse Exec RHI 1.00 49.00 X 0 209491 33373 Pennie Peralta VP Nursing/ Sr. Nurse Exec SFX 1.00 49.00 X 0 264694 69882 Diana Topjian VP Nursing/Sr. Exec MPH (thru March) 1.00 49.00 X 0 124236 1353 Tavia Buck VP Nursing/Sr. Exec MPH (from April) 1.00 49.00 X 0 120342 18627 Mark Dickson VP Mission 47.00 3.00 X 203721 0 67422 Todd Shuman MD VP & CQO 50.00 0.00 X 260817 128462 70191 Lori Roberts Dir. Legal Svcs/Assistant Secretary 50.00 0.00 X 177966 0 15157 Steven Akman MD Physician 50.00 0.00 X 630071 0 42708 John M Grayson MD Director Heart & Vasc 26.00 24.00 X 377024 1704 30533 Jeanne Ballard Chief Medical Information Officer 50.00 0.00 X 285492 0 34295 Mary Lou Applebaum MD Associate Chief Medical Information Officer 49.00 1.00 X 262368 13490 21717 Peter DiNicola Director of Plant Engineering 47.00 3.00 X 235552 0 19034 Stephanie Tucker Dir of Property Mgmt (Former Key EE) 48.00 2.00 X 197469 0 36727 7287844 4759339 2194150 71 1 1 1 Carolinas Healthcare Systems PO Box 32861 Carlotte NC 282322861 Management Company 12669328 Huron Consulting Services LLC 3005 Momentum Place Chicago IL 606895330 Consulting 5186652 McKesson Information Solutions PO Box 98347 Chicago IL 606938347 Maintenance & Info Tech Services 5070324 Credit Adjustment Bureau PO Box 62889 Charleston SC 29419 Collection Services 2725989 Dell Financial Services PO Box 6549 Carol Stream IL 601976549 Equipment Leasing Services 2607358 5 8074614 36875 29990 5200 8141479 Network Fees 900099 88084873 88084873 Medshare Revenue 621110 534701 534701 Senior Center Revenue 531390 218180 218180 88837754 1835028 1835028 1175402 1175402 541513 323595 217918 217918 2699 215219 7672825 0 136336 7672825 -136336 7536489 7536489 74457 -74457 -74457 Daycare Revenues 624410 662857 662857 Billing & Collection Fees 900099 486997 486997 Other Income 900099 291807 291807 1441661 109111274 88837754 489696 11642345 1160993 1160993 332978 332978 5299864 5299864 108283 59470 48813 37111279 15171445 21939834 1446801 591466 855335 4221066 1725612 2495454 4878585 1994412 2884173 8141330 6217204 1924126 737721 737721 329294 329294 70625 70625 450222 450222 12005501 3276757 8728744 2440184 1952147 488037 18836495 12206922 6629573 745876 745876 3305081 2644065 661016 190997 190997 470805 470805 2332104 2332104 16128692 11962441 4166251 2510356 2008285 502071 Other Expenses 7334246 7005502 328744 Medical Supplies 212408 212408 UBI Tax 25 25 130801811 70854211 59947600 0 38411093 54698158 16586234 21657085 9807 21283 5071304 9378709 182384200 92419016 73430212 89965184 184887454 149360041 424760175 9159811 6580433 327555915 756421068 125344494 133610276 3208 329552825 14579935 7152005 26805942 413543138 212175296 875592462 387174657 X -548536547 368746411 500000 500000 -548036547 369246411 327555915 756421068 X -21690537 -2184776 12896 941145375 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 22417 70625 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 2014 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 2014, the amount of membership dues allocated to lobbying was $22,417. 3166838 3166838 24597473 4595413 20002060 5681995 3852446 1829549 132101231 83971157 48130074 16836663 16836663 89965184 Investments-program related 424760175 C 424760175 Net due to affiliates 163351644 Interest rate swap liability 30374909 Other liabilities 18448743 212175296 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, 2014 and 2013, and does not expect that unrecognized tax benefits will materially increase within the next 12 months. Tax years 2011 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 American Cancer Society 5900 Core Rd Suite 504 North Charleston SC 29406 580659875 501(c)3 10000 Relay for Life Sponsorship & Gala Support American Heart Association 4217 Park Place Court Glen Allen VA 23060 135613797 501(c)3 35000 Sponsorship Donation for Fundraising events American Lung Association 44-A Markfield Drive Charleston SC 29407 131632524 501(c)3 7500 Oxygen Ball Support American Red Cross Lowcountry Chapter 2424 City Hall Lane North Charleston SC 29406 570314371 501(c)3 10000 Workplace Campaign Barrier Islands Free Medical Clinic 3226 Maybank Highway Suite A Johns Island SC 29455 205628911 501(c)3 6000 Sponsorship donation toward fundraising events Black Pages International 1806 Washington St Columbia SC 29201 262031919 501(c)3 10000 Donation to 2014 Black Expo Callen Lacey Center for Children PO Box 1829 Moncks Corner SC 29461 501(c)3 5300 Sponsorship Donation Charleston County 4045 Bridge View Rm A311 Charleston SC 29405 576001289 govt 10250 Donation to County Charleston Metro Chamber of Commerce 4500 Leeds Avenue Suite 100 Charleston SC 29405 570138852 501(c)3 90520 Various local business development initiatives Charleston Promise Neighborhood 975 Morrison Dr Suite C-1 Charleston SC 29403 800597710 501(c)3 10000 Improve Charleston Promise Neighborhood in 1 generation Charleston Regional Development 5300 International Blvd Ste 103-A Charleston SC 29418 571015804 501(c)3 75000 Support City of Charleston PO Box 22009 Charleston SC 29413 576000226 501(c)3 241190 Donation to City City of Charleston Office of Cultural Affairs 180 Meeting St Suite 200 Charleston SC 29401 576000226 501(c)3 8000 2014 Sponsoship Donation Piccolo Spoleto & Moja 2014 City of North Charleston PO Box 190016 Cultural Arts Dept Charleston SC 29419 570545285 govt 22513 Donation to City Coastal Community Foundation 635 Rutledge Ave Suite 201 Charleston SC 29403 237390313 501(c)3 10000 Medical Exhibit - USS Yorktown Foundation Coastal Crisis Chaplaincy PO Box 21833 Charleston SC 29413 501(c)3 5400 Sponsorship Donation College of Charleston 66 George St Charleston SC 29424 570640443 501(c)3 7500 Sponsorship Donation East Cooper Community Outreach 1145 Six Mile Rd Mt Pleasant SC 29466 570939280 501(c)3 45000 Support for Prescription Assistance program for uninsured/underinsured - $25K; Fundraising support - $20K Family Circle Cup 161 Seven Farms Drive Daniel Island SC 29492 420410230 501(c)7 13400 Sponsorship Franklin C Fetter Family Health Ctr Inc 51 Nassau Street Charleston SC 29403 570604703 501(c)3 25000 Providing Nursing Assistance to Clinic Gibbes Museum of Art 135 Meeting St Charleston SC 29401 570323047 501(c)3 20000 Museum of Art Healing Program Hampton Regional Medical Center 595 West Carolina Ave Varnville SC 29944 571017988 501(c)3 75000 Donation for cardiology services Komen Charleston Race for the Cure 9300 Medical Plaza Dr Ste F Charleston SC 29406 752844655 501(c)3 10000 Sponsorship Donation to Race for the Cure Leukemia & Lymphoma Society 300 West Coleman Blvd Suite 206 Mt Pleasant SC 29464 135644916 501(c)3 10500 Fundraising Sponsorship March of Dimes 1064 Gardner Rd Ste 116 Charleston SC 29407 131846366 501(c)3 15000 Sponsorship Donation - March for Babies and Chef's Auction Medal of Honor Bowl 1105 Mazzy Lane Mt Pleasant SC 29464 471402327 501(c)3 10000 Sponsorship in support of Medal of Honor Museum & Wounded Warrior project One80Place (Formerly Crisis Ministries) PO Box 20038 Charleston SC 29413 570789483 501(c)3 65000 Homeless Health Clinic; New Men's Shelter and Soup Kitchen Sumpter Free Medical Clinic PO Box 340 - 1083 Hwy 35 St Stephen SC 29497 271097304 501(c)3 10000 Support free medical care Town of Mt Pleasant 100 Ann Edwards Lane Mt Pleasant SC 29464 576001079 govt 66386 Donation to Town Trident Technical College Foundation PO Box 61227 Charleston SC 29419 560699317 501(c)3 30000 Capital technology to train nursing students Trident United Way PO Box 63305 North Charleston SC 29419 570314378 501(c)3 15000 Sponsorship Donation 28 2 Nursing Scholarships - See Part IV for purpose, eligibility, and application process 54 332978 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 John M Jordan Chair (See Sch O) 0 284425 0 40000 0 0 15576 0 14060 0 29636 324425 0 0 Stanley Wilson MD Vice Chair (See Sch O) 0 405402 0 158883 0 7897 0 30526 0 19097 0 621805 0 0 Shannon Honney MD Board Member (See Sch O) 0 157202 0 53027 0 10587 0 6689 0 12716 0 240221 0 0 Brian Cuddy MD Board Member (from July)(See Sch O) 0 927760 0 42715 0 11924 0 30526 0 28158 0 1041083 0 0 David Dunlap President & CEO of CAHS 595161 0 429833 0 143005 0 225455 0 24573 0 1418027 0 178132 0 Matthew Severance SVP of Operations 0 423641 0 252539 0 60621 0 164076 0 30296 0 931173 0 145166 Steven Shapiro MD CMO & VP Med Affairs 377693 0 204012 0 40528 0 96286 0 13506 0 732025 0 60452 0 Bret Johnson CFO & SVP / Treasurer 337964 0 211888 0 119706 0 170590 0 31547 0 871695 0 144292 0 Allen Carroll SVP of Operations 0 335625 0 201518 0 38348 0 137116 0 20844 0 733451 0 113773 Douglas Bowling CSO & VP 307813 0 151537 0 48591 0 125616 0 23537 0 657094 0 97324 0 John Sullivan VP Operations 0 223036 0 138268 0 33780 0 165478 0 24286 0 584848 0 43596 Gregory Edwards VP & General Council/ Secretary 305134 0 162091 0 34406 0 101834 0 26222 0 629687 0 78247 0 H Douglas Harrison VP Human Resources (through March) 87470 0 136876 0 19853 0 57961 0 868 0 303028 0 41055 0 Melanie Stith VP Human Resources (from April) 172488 0 29074 0 225 0 18377 0 33296 0 253460 0 0 0 Michael Taylor CIO & VP (through April) 260028 0 137480 0 129168 0 48676 0 12098 0 587450 0 167687 0 Melinda Cardell CIO & VP (from April) 186433 0 27170 0 1737 0 8242 0 15003 0 238585 0 0 0 Carolyn Donohue VP Nursing/ Senior Nurse Exec RHI 0 193443 0 0 0 16048 0 23420 0 9953 0 242864 0 0 Pennie Peralta VP Nursing/ Sr. Nurse Exec SFX 0 169334 0 74959 0 20401 0 51487 0 18395 0 334576 0 46075 Mark Dickson VP Mission 144128 0 56490 0 3103 0 39581 0 27841 0 271143 0 0 0 Todd Shuman MD VP & CQO 220894 108798 39664 19536 259 128 35675 17571 11353 5592 307845 151625 0 0 Lori Roberts Dir. Legal Svcs/Assistant Secretary 149983 0 27282 0 701 0 6834 0 8323 0 193123 0 0 0 Steven Akman MD Physician 529338 0 98975 0 1758 0 13026 0 29682 0 672779 0 0 0 John M Grayson MD Director Heart & Vasc 322577 1458 53309 241 1138 5 12967 59 17428 79 407419 1842 0 0 Jeanne Ballard Chief Medical Information Officer 242685 0 42600 0 207 0 8279 0 26016 0 319787 0 0 0 Mary Lou Applebaum MD Associate Chief Medical Information 214391 11023 45447 2337 2530 130 12389 637 8266 425 283023 14552 0 0 Peter DiNicola Director of Plant Engineering 198265 0 33150 0 4137 0 13189 0 5845 0 254586 0 0 0 Stephanie Tucker Dir of Property Mgmt (Former Key EE) 166776 0 26761 0 3932 0 27899 0 8828 0 234196 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: Michael Taylor $124,847 Matthew Severance 52,227 Steven Shapiro 26,600 Allen Carroll 37,375 Douglas Bowling 44,607 Gregory Edwards 31,599 H. Douglas Harrison 14,818 Pennie Peralta 18,943 David Dunlap 83,583 Bret Johnson 115,178 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 68970000 30510000 105018246 3382 2180490 1224756 3510342 87840256 2006 0 0 1 1 B 110480000 19520000 135304800 10373107 1330300 2537558 121063373 2010 0 0 1 1 C 17490000 39855000 8 39855000 2001 1 0 1 1 D 79303873 10474516 449469 19179887 49200000 10474516 2013 1 0 0 1 A 0 0 1 1 1 1 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 0 1 1 Goldman Sachs 29.100000000000 0 0 1 Morgan Stanley 2.000000000000 1 0 1 B 0 0 0 0 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 BB&T 11.000000000000 0 0 0 0 1 A 1 B 1 C 1 D 1 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. 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 12/31/2014: 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 12/31/2014: 5,304,800 Total to Line 3: $ 135,304,800 -Bond issued 09/25/12- Sale Proceeds (Issue Price): $ 79,200,000 Investment earnings to date 12/31/2014: 103,873 Total to Line 3: $ 79,303,873 -Bond issued 6/24/14- Sale Proceeds (Issue Price): $ 75,490,000 Investment earnings to date 12/31/2014: 4 Total to Line 3: $ 75,490,004 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 A 2995000 75490004 75490000 2010 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 A 0 0 1 0 1 0 0 0 1 A 1 Laura Dunlap Family relationship with Officer, David Dunlap 59470 Compensation as employee. 0 Nancy Weiller Family relationship with Officer, Tavia Buck 48813 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 2014 was 6,045. 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 2014 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. John M. Jordan was compensated by the Medical Society of South Carolina for services as Chief Executive Officer. Stanley Wilson was compensated for medical services rendered to a related organization. Brian Cuddy was compensated for medical services rendered to a related organization. Shannon Honney was compensated for medical services rendered to a related organization. Alison E. Dillon 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 XI, line 9: Loss on early extinguishment of debt -6,283,867. Other nonoperating loss -12,322,975. ACO nonoperating start up costs -934,002. Distribution to founding members -14,800,000. Contribution from founding member 2,382,000. Support to MSSC -7,313,190. Net pension and benefit expense allocated from affiliates 3,252,081. Financial statement presentation adjustment 977,165,328. Form 990, Part XII, Line 2c: The process has not changed from the prior year. Form 990, Part XI, Line 9, Change in net assets: Financial Statement Presentation Adjustment - Accounting Standards Update (ASU) 2013-04 required the reclassification of certain assets and liabilities among related entities. These reclasses net to zero when the entities are consolidated. In addition, an Investment in Affiliates in the amount of $424,760,175 was recorded at CareAlliance equal to the net assets of these entities with a corresponding increase in the net assets at CareAlliance. Eelated Entities include: Roper Hospital, Inc - 57-0828733 Bon Secours - St. Francis Xavier - 57-1067254 Roper St. Francis Mt Pleasant Hospital - 57-0360499 Roper St. Francis Physicians Network - 26-2946628 Form 990, Part III: Creating Life Changing Moments in our Community The Roper St. Francis 2014 Community Benefit Report Dear Friends, As we look back on the moments that shaped our 2014 community benefit, I am honored to share some of the highlights that reflect our commitment to meeting the priority needs identified in our Community Health Needs Assessment. Through this strategic process we are working hard to create a healthier community for all of us. In 2014, Roper St. Francis gave over $61 million dollars to our community. This represents a $10 million increase from the previous year. This also reflects 7.7% of our net operating revenue, which is a very high percentage, even for not-for-profit community health systems such as Roper St. Francis. Thank you for your continued support, trust and faith in Roper St. Francis. Together we are creating life changing moments in our community. Sincerely, David L. Dunlap, FACHE President and Chief Executive Officer * Roper St. Francis uses the Voluntary Hospital Association /Catholic Health Association's standardized community benefit valuation methodology. Form 990, Part III: Our Community Benefit $48,472,773 Charity Care at Cost $7,620,320 Unreimbursed Medicaid Cost $4,711,202 Community Outreach Programs $603,308 Community Investment $61,407,603 Total Community Benefit Expense In 2014, we provided 52,381 hours of staff time in support of wellness initiatives that touched 87,273 of our neighbors. This includes participating in over 100 community healthfairs. Community Health Needs Assessment Priorities The following are priorities identified in our recent Community Health Needs Assessment. To see the full assessment, visit www.rsfh.com/mission. Access to Services and Coverage for the Uninsured and Underinsured The AccessHealth Tri-county Network enrolled over 2,500 clients in 2014, providing patients with care navigation and a primary care medical home assignment. AccessHealth believes in quality case management while coordinating with health clinics and organizations. Access to Mental Health Services The local Mental Health Task Force has been in existence since 1998, and was created out of a need to better communicate with other agencies serving those with mental health issues. From the beginning, Roper St. Francis has been involved by contributing to the conversation and action steps. Maternal and Child Health/Infant Mortality Roper St. Francis provides the Our Lady of Mercy Outreach Center Prenatal Clinic on Johns Island and also recently opened the Maternal Fetal Medicine Clinic for high-risk pregnancies. Prevention and Wellness Outreach From employee focused Wellness Works programs to community-based programs like Families for a Healthy Heart, to supporting urban gardening in areas without available and affordable healthy foods, Roper St. Francis is a leader in prevention and wellness outreach. High Prevalence of Chronic Disease We are implementing programs through our Physician Partners and beyond to diagnose, treat and control diabetes and obesity. Recognizing the need for more access for the uninsured, we opened the "Transitions" or "Gap Clinic". These programs have been successful in assisting people who may not have seen a healthcare provider in years. Coordination of Care across Settings With more emphasis on the outpatient setting, Roper St. Francis has developed some of the best home health and hospice care services in the country based on our quality measures and comparative scores. Roper Rehab Hospital In 2014, Roper Rehabilitation Hospital served 55 patients who did not have insurance coverage. These patients ranged in age from 19 to 83 with an average age of 50, and their diagnoses included stroke, spinal cord injury, brain injury and amputation. The average length of stay was 25.31 days. Medication Support Bon Secours St. Francis Hospital participates in the 340 B Drug Discount Program, a federal program that requires pharmaceutical makers to provide outpatient drugs to eligible healthcare organizations or covered entities, allowing them to optimize federal resources and reach more eligible patients, maximizing comprehensive services to unfunded patients. Partners for Community Roper St. Francis partners with several local agencies, such as those below, to assist and grow our community. One80 Place, formally called Crisis Ministries, opened its new shelter and service center in 2014, with an expanded health clinic that was funded by the Medical Society of South Carolina while also receiving program and in-kind support from Roper St. Francis. Metanoia serves in the poorest section of the Tricounty area, providing housing, education and community development support. Research has shown a link between poverty and healthcare issues. Water Missions International provides water purification systems throughout the world in places most in need due to poverty and natural disasters. Trident United Way has energized Roper St. Francis employees for years to show their enormous support for our community. In 2014, we raised over $320,000. Roper St. Francis Every Moment Matters www.rsfh.com 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 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 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 761423 Roper Hospital Inc P 23695277 Bon Secours St Francis Xavier Hospital P 13365077 Roper St Francis Mt Pleasant Hospital P 3533833 Roper St Francis Physicians Network P 7066448 Roper St Francis Foundation P 175157 Roper Hospital Inc N 21029251 Bon Secours St Francis Xavier Hospital N 11827013 Roper St Francis Mt Pleasant Hospital N 3143740 Roper St Francis Physicians Network N 4175150 Roper St Francis Foundation N 73927