2014-11-12T06:55:42-06:00 2013-12-31 560747981 DIXON HUGHES GOODMAN LLP 500 Ridgefield Court Asheville NC 28806 990 2013-01-01 570831165 CareAlliance Health Services CARE 8437891704 1483 Tobias Gadson Blvd No 101 Charleston SC 29407 Bret D Johnson SVP & CFO 8437891704 2014-11-12 1 Amy Bibby P00445891 8282542254 2013 2015-11-30 17:44:51Z Roper St Francis Healthcare David L Dunlap 1483 Tobias Gadson Blvd No 101 Charleston SC 29407 95653774 0 X www.rsfh.com X 1998 SC Management and oversight of related nonprofit hospital and healthcare subsidiaries 13 7 854 84 534750 0 11667228 527269 79535009 86695922 5398640 5012926 1058140 1572060 97659017 93808177 915293 1205256 0 0 49843797 53522382 0 0 0 70733404 76237268 121492494 130964906 -23833477 -37156729 311801645 327555915 830584226 875592462 -518782581 -548036547 X Healing all people with compassion, faith, and excellence. 0 0 69972469 1205256 86695922 In 2013, Roper St. Francis Healthcare contributed $50,138,605 in community benefit. This number represents millions of small moments combined to make an enormous impact on our community. This benefit comes in many forms, including $35,107,560 in charity care, $6,040,677 in unreimbursed Medicaid costs, $515,347 in sponsorships, and $8,475,021 in numerous community outreach programs. It is important to note that 6.6 percent of Roper St. Francis' Net Operating Revenue goes towards community benefit. As the only not-for-profit healthcare system in the Lowcountry, Roper St. Francis believes that everyone should have access to healthcare - it is believed that it's a moral responsibility. Medical professionals gave of their time to help serve hundreds of uninsured people get needed care via a partnership with the Barrier Island Free Medical Clinic on Johns Island. The system provided financial support along with free lab and imaging tests. On this journey, staff created moments of wellness and fellowship through a partnership with Crisis Ministries - a place where people of need can receive a meal, a bed and access to a health clinic. Roper St. Francis sponsors an on-site nurse and makes regular donations of medical equipment, lab tests and medication. Support for Crisis Ministries will continue with the creation of the new health clinic that will open in 2014. In August of 2013, hundreds of our teammates volunteered at a two-day medical clinic (SC Mission Days: Charleston) for those in the community in need of healthcare. Organized by the South Carolina Hospital Association and assisted by grants, Roper St. Francis worked closely with all local hospitals to plan and execute the two-day event. More than 1,000 people were seen and given primary medical care. Those who attended the event for health reasons were encouraged to find a primary medical home so they could receive ongoing and follow-up care - an extremely important initiative to help those who received treatment get and stay well. In 2013, the Ryan White Program and Wellness Center served 648 clients - 38 more than last year. Most of these clients are uninsured and poor. Of these, 85 were newly enrolled. The Program is making great strides to treat, counsel and support individuals in our community who are struggling with an HIV or AIDS diagnosis and working to create a positive change on the stigmas related to these diseases. To do this, the Ryan White Program and Wellness Center sponsors and helps organize events such as Dining Out for Life, which partners with local restaurants who are willing to donate a portion of their sales to the program and the annual Aids Walk. Roper St. Francis' sponsorship dollars and support also helped East Cooper Community Outreach, an organization that provides assistance such as food, clothing, household goods and financial assistance for low income residents east of the Cooper. Roper St. Francis is truly a community gem for healthcare and organizations all over the U.S. have recognized the system with several awards for quality and highly regarded patient experiences. In 2013, the system was named to the Truven Healthcare Analytics annual 15 Top Hospitals for Patient Care and Outcomes list. The individual hospitals that make up the Roper St. Francis organization have each been commended for specialties such as joint replacement and noted for being Best Places to Work in several local publications such as Charleston City Paper and Mount Pleasant Magazine. The mission to heal all people with compassion, faith and excellence is more than a foundation for the culture within the medical facilities - it is lived and acted out each day in physician offices and in the community. The staff and leadership are invested in making a difference and creating moments that change lives. In turn, our community, our neighbors have invested their trust in Roper St. Francis. 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. 69972469 1 1 0 1 0 0 0 0 0 0 1 0 0 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 0 0 0 0 0 0 0 1 1 1 0 0 1 X 796 0 1 854 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 8437891704 1483 Tobias Gadson Blvd 101 Charleston SC 29407 X John M Jordan Chair (See Sch O) 0.50 2.50 X X 0 318568 29358 Stanley Wilson MD Vice Chair (As of July)(See Sch O) 0.50 49.50 X X 0 599386 60448 W Blount Ellison MD Vice Chair (Thru June)(See Sch O) 0.50 2.50 X X 0 167679 23800 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 Perry Keith Waring Board Member (Thru June) 0.50 2.50 X 0 0 0 Brantley D Thomas PhD Board Member (Thru June) 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 (As of July) 0.50 2.50 X 0 0 0 Shannon Honney MD Board Member (See Sch O) 0.50 49.50 X 0 222596 16167 Julius R Ivester MD Board Member 0.50 2.50 X 0 0 0 Alison E Dillon MD Board Member (See Sch O) 0.50 2.50 X 0 46595 0 Angress Walker Board Member 0.50 2.50 X 0 0 0 Mary Thornley Board Member (As of July) 0.50 2.50 X 0 0 0 Wills C Geils MD Board Member (As of July)(See Sch O) 0.50 2.50 X 0 29930 0 David Dunlap President & CEO Of CAHS 45.00 5.00 X 927548 0 262908 Matthew J Severance Svp Ops. / Secretary 1.00 49.00 X 0 570058 197152 Steven D Shapiro MD CMO & VP Med Affairs 47.00 3.00 X 637159 0 107134 Bret Johnson CFO & SVP / Treasurer 45.00 5.00 X 528020 0 183178 Allen Carroll SVP of Operations 1.00 49.00 X 0 467456 155505 Douglas Bowling CSO & VP 46.00 4.00 X 410398 0 138857 John Sullivan VP Operations 1.00 49.00 X 0 355386 177300 Gregory Edwards VP & General Counsel 45.00 5.00 X 393731 0 127710 H Douglas Harrison VP Human Resources 45.00 5.00 X 338567 0 86512 Michael Taylor CIO & VP 45.00 5.00 X 353888 0 108246 Lisa Schafer Thru June VP Nursing/Sr Nurse Exec RHI 1.00 49.00 X 0 148315 32988 Pennie L Peralta VP Nursing/Sr Nurse Exec SFX 1.00 49.00 X 0 205889 70087 Diana Topjian VP Nursing/Sr Nurse Exec MPH 1.00 49.00 X 0 178568 57038 Mark Dickson VP Mission 47.00 3.00 X 161827 0 57556 Lori Roberts Dir Of Legal Srvc / Asst. 50.00 X 150152 0 15097 Carolyn Donohue As of Sept VP Nursing/Sr Nurse Exec RHI 1.00 49.00 X 0 68760 1249 Steven Akman MD Physician 50.00 0.00 X 531288 0 28661 John M Grayson MD Dir of Heart Ctr 26.00 24.00 X 218758 198799 29983 Todd Shuman MD Physician 33.00 17.00 X 237096 116779 29983 Mary Lou Applebaum MD Asso Chief Med Info Officer 49.00 1.00 X 272485 3003 21769 Peter Dinicola Dir of Plant Engineering 47.00 3.00 X 218291 0 18881 Stephanie Tucker Dir of Property Mgmt Former Key EE 48.00 2.00 X 178589 0 20922 5557797 3697767 2058489 57 1 1 1 Carolinas Healthcare Systems PO Box 32861 Charlotte NC 28232 Management Company 6536598 McKesson Information Solutions PO Box 98347 Chicago IL 60693 Maintenance & Info Tech Services 3924564 Credit Adjustment Bureau PO Box 62889 North Charleston SC 29419 Collection Services 2676418 Dell Financial Services PO Box 6549 Carol Stream IL 60197 Equipment Leasing Services 2101632 SG Equipment Finance USA Corp 480 Washington Blvd 24th Floord Jersey City NJ 07310 Equipment Leasing Services 2023891 93 469251 20000 38018 9000 527269 Network Fees 900099 86023155 86023155 Senior Center Revenue 531390 460544 460544 Medshare Revenue 621110 212223 212223 86695922 2017247 2017247 1618714 1618714 397419 53111 344308 344308 3832 340476 3084913 0 1707948 3084913 -1707948 1376965 1376965 84538 -84538 -84538 Daycare Revenues 624410 606741 606741 Billing & Collection Fees 900099 530918 530918 Other Income 900099 174631 174631 1312290 93808177 86695922 534750 6050236 924190 924190 281066 281066 3901289 3901289 35529119 13181740 22347379 3688447 1351667 2336780 5744535 2105140 3639395 4658992 1707332 2951660 8478914 6585563 1893351 1071187 1071187 289920 289920 67431 67431 470494 470494 11813696 3192178 8621518 3043124 2434499 608625 17595902 11677312 5918590 1202602 1202602 2517205 2013764 503441 234789 234789 614829 614829 11963015 11963015 12566913 9070901 3496012 2705786 2164629 541157 Other Expenses 1407977 1124229 283748 Medical Supplies 195244 195244 UBI Tax -1760 -1760 130964906 69972469 60992437 0 34941447 38411093 15074646 16586234 9807 5044234 5071304 151956417 78526205 77280671 73430212 166047218 184887454 13413429 9159811 311801645 327555915 126473084 125344494 347550728 329552825 5007290 7152005 351553124 413543138 830584226 875592462 X -519282581 -548536547 500000 500000 -518782581 -548036547 311801645 327555915 X -37156729 19803345 16775 -11917357 X X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 50898 0 1 16532 67430 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 2013 was $50,898. 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 2013, the amount of membership dues allocated to lobbying was $16,532. 3166838 3166838 23959341 3978297 19981044 5438443 3446421 1992022 118042369 71101487 46940882 1349426 1349426 73430212 Net due to affiliates 377833737 Interest rate swap liability 17261167 Other liabilities 18448234 413543138 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, 2013 and 2012, and does not expect that unrecognized tax benefits will materially increase within the next 12 months. Tax years 2010 through 2013 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 Road Suite 504 Charleston SC 29406 580659875 501(c)(3) 12500 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 the American Heart Assoc.'s Fundraising American Lung Association 44-A Markfield Dr Charleston SC 29407 131632524 501(c)(3) 7500 Oxygen Ball Support American Red Cross Lowcountry Chapter 8085 Rivers Avenue Suite F North Charleston SC 29406 570314371 501(c)(3) 15000 Coastal Crisis Chaplaincy & Phillipines Relief Barrier Islands Free Medical Clinic 3226 Maybank Highway Suite A Johns Island SC 29455 205628911 501(c)(3) 6000 Sponsorship Donation Towards Fundraising Events Black Pages International 1806 Washington St Columbia SC 29201 262031919 10000 Donation to 2013 Black Expo Charleston County 4045 Bridge View Rm A311 Charleston SC 294057464 576001289 Govt 11954 Donation to County Charleston Metro Chamber of Commerce 4500 Leeds Avenue Suite 100 Charleston SC 29405 570138852 501(c)(6) 25000 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)(6) 50000 Program support Charleston Southern University PO BOX 118087 Charleston SC 294238087 570474291 501(c)(3) 25000 Support for school of nursing City of Charleston PO Box 22009 Charleston SC 29413 576000226 Govt 212376 Donation To City City of Charleston Office of Cultural Affairs 180 Meeting Street Suite 200 Charleston SC 29401 576000226 501(c)(3) 8000 2013 sponsorship donation Piccolo Spoleto & Moja 2013 City of North Charleston PO Box 190016 Cultural Arts Dept Charleston SC 294199016 570545285 Govt 20507 Donation To City Closing the Gap in Healthcare 3591 W Montague Ave North Charleston SC 29418 522450102 501(c)(3) 10000 Support for fundraising event & MUSC scholarship fund for African American students College of Charleston 66 George Street Charleston SC 29424 570640443 501(c)(3) 17500 Cradle to Career partnership & sponsorship donation Crisis Ministries PO Box 20038 Charleston SC 294130038 570789483 501(c)(3) 51650 $5k for food, shelter, Hope event & $45 to shelter East Cooper Community Outreach 1145 Six Mile Road Mt Pleasant SC 29466 570939280 501(c)(3) 26500 Support for prescription assistance program for uninsured/underinsured Family Circle Cup 161 Seven Farms Drive Daniel Island SC 29492 420410230 501(c)(7) 12895 Sponsorship Hampton Regional Medical Center 595 West Carolina Ave Varnville SC 29944 571017988 501(c)(3) 50000 Donation for cardiology services Komen Charleston Race for the Cure 9300 Medical Plaza Dr Ste F Charleston SC 29406 752844655 501(c)(3) 13000 Sponsorship donation to Race for the Cure March of Dimes 1064 Gardner Rd Ste 116 Charleston SC 29407 131846366 501(c)(3) 8250 Sponsorship donation Our Lady of Mercy Outreach PO Box 607 Johns Island SC 29457 570905488 501(c)(3) 11500 Sponsorship towards Our Lady of Mercy's fundraising events Town of Mt Pleasant 100 Ann Edwards Lane Mt Pleasant SC 29464 576001079 Govt 60830 Donation To Town Trident Technical College Foundation PO Box 61227 Charleston SC 29419 560699317 501(c)(3) 30000 For capital technology to train nursing students Trident United Way PO Box 63305 N Charleston SC 29419 570314378 501(c)(3) 15000 Sponsorship donation 22 4 Nursing Scholarships - See Part IV for purpose, eligibility, and application process 40 281066 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 278568 0 40000 0 0 15298 0 14060 0 29358 318568 0 0 Stanley Wilson MD Vice Chair (As of July)(See Sch O) 0 403272 0 192395 0 3719 0 30298 0 30150 0 659834 0 0 W Blount Ellison MD Vice Chair (Thru June)(See Sch O) 0 0 0 0 0 167679 23800 0 0 0 23800 167679 0 0 Shannon Honney MD Board Member (See Sch O) 0 158525 0 62250 0 1821 0 7798 0 8369 0 238763 0 0 David Dunlap President & CEO Of CAHS 564253 0 243585 0 119710 0 239566 0 23342 0 1190456 0 147469 0 Matthew J Severance Svp Ops. / Secretary 0 404868 0 158411 0 6779 0 161638 0 35514 0 767210 0 80348 Steven D Shapiro MD CMO & VP Med Affairs 365522 0 132182 0 139455 0 94178 0 12956 0 744293 0 164373 0 Bret Johnson CFO & SVP / Treasurer 318383 0 126517 0 83120 0 153397 0 29781 0 711198 0 113869 0 Allen Carroll SVP of Operations 0 336173 0 130327 0 956 0 135518 0 19987 0 622961 0 61013 Douglas Bowling CSO & VP 298362 0 107128 0 4908 0 116358 0 22499 0 549255 0 45559 0 John Sullivan VP Operations 0 221976 0 100766 0 32644 0 154217 0 23083 0 532686 0 41128 Gregory Edwards VP & General Counsel 289786 0 98139 0 5806 0 98514 0 29196 0 521441 0 40386 0 H Douglas Harrison VP Human Resources 241994 0 66916 0 29657 0 75118 0 11394 0 425079 0 16069 0 Michael Taylor CIO & VP 258079 0 80422 0 15387 0 93278 0 14968 0 462134 0 22217 0 Lisa Schafer Thru June VP Nursing/Sr Nurse Exec RHI 0 101288 0 43025 0 4002 0 27298 0 5690 0 181303 0 10266 Pennie L Peralta VP Nursing/Sr Nurse Exec SFX 0 163499 0 42003 0 387 0 51703 0 18384 0 275976 0 14215 Diana Topjian VP Nursing/Sr Nurse Exec MPH 0 145862 0 32158 0 548 0 38240 0 18798 0 235606 0 0 Mark Dickson VP Mission 133914 0 25182 0 2731 0 29926 0 27630 0 219383 0 0 0 Lori Roberts Dir Of Legal Srvc / Asst. 142334 0 6953 0 865 0 6958 0 8139 0 165249 0 0 0 Steven Akman MD Physician 529187 0 0 0 2101 0 0 0 28661 0 559949 0 0 0 John M Grayson MD Dir of Heart Ctr 202835 184329 15324 13926 599 544 6705 6093 9003 8182 234466 213074 0 0 Todd Shuman MD Physician 211836 104337 25001 12314 259 128 8575 4223 11514 5671 257185 126673 0 0 Mary Lou Applebaum MD Asso Chief Med Info Officer 238774 2631 30122 332 3589 40 12659 139 8873 98 294017 3240 0 0 Peter Dinicola Dir of Plant Engineering 192390 0 21764 0 4137 0 13742 0 5139 0 237172 0 0 0 Stephanie Tucker Dir of Property Mgmt Former Key EE 155855 0 18643 0 4091 0 10416 0 10506 0 199511 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 vesting period changed from 3 to 5 years in 2013, so not all Vice Presidents received payouts in 2013. The following participants received compensation through a 457(f) Plan: Steven Shapiro - 138,861 Howard Harrison - 14,400 Bret Johnson - 77,448 David Dunlap - 65,893 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 0 0 0 B SC Jobs - Economic Development Authority 570960018 83703FBD3 2007-11-01 130000000 Construction, See Part VI 0 0 0 C SC Jobs - Economic Development Authority 570960018 2009-09-15 12500000 Cap. acquis., See Part VI 0 0 0 D SC Jobs - Economic Development Authority 570960018 2010-08-10 30000000 Cur. Refunding, See Part VI 0 0 0 A 49970000 104839786 8310962 2180490 1224756 3510342 87840256 2006 0 0 1 1 B 110480000 135304800 76039 10373107 1330300 2537558 121063373 2010 0 0 1 1 C 5312517 12500000 160470 12339530 2009 0 0 1 1 D 30000000 105000 29895000 2010 1 0 1 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 09/15/09, proceeds used for acquisition of new equipment and to pay costs related to the issuance. Entity 1, Bond (D), dated 08/10/10, proceeds used to currently refund a portion of bonds dated 01/26/1999. Entity 2, Bond (A), dated 02/03/11, proceeds used to currently refund a portion of bonds dated 07/13/2004. Entity 2, Bond (B), dated 02/03/11, proceeds used to currently refund a portion of bonds dated 11/01/2007. Entity 2, Bond (C), dated 08/31/11, proceeds used to currently refund a portion of bonds dated 01/26/1999. Entity 2, 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. 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 12/31/2013: 4,178,544 Total to Line 3: $ 104,839,786 -Bond issued 11/01/07- Sale Proceeds (Issue Price): $ 130,000,000 Investment earnings to date 12/31/2013: 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 12/31/2013: 63,298 Total to Line 3: $ 79,263,298 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 Charleston County South Carolina 576001289 160900KJ4 2011-02-03 20475000 Cur. Refunding, See Part VI 0 0 0 B SC Jobs - Economic Development Authority 570960018 83703FTD6 2011-02-03 80000000 Cur. Refunding, See Part VI 0 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 20475000 20475000 2006 1 0 1 1 B 80000000 80000000 2010 1 0 1 1 C 11380000 39855000 9 39855000 2001 1 0 1 1 D 79263298 449469 6852833 49200000 22760996 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 0.00000 0.00000 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 0 0 0 1 B 0 0 1 0 1 1 Goldman Sachs & Wells Fargo 29.400000000000 0 0 0 0 1 C 0 0 1 0 0 0 0 0 1 D 0 0 1 0 1 0 0 0 1 A 1 B 1 C 1 D 1 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 2013 was 6,033. 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 2013 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. W. Blount Ellison 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 -20,526. Other nonoperating loss 15,693,979. Distribution to founding members -31,871,000. Funds released for capital 9,000. Contribution from founding member 1,185,000. Support to Foundation -9,000. Net pension and benefit expense allocated from affiliates 3,095,190. 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 2013 Community Benefit Report Dear Friends, At Roper St. Francis, we believe every moment matters. Each moment of providing excellent care, each smile amongst teammates and every moment spent giving back to our community. Moments of giving back can be found throughout our organization. It's the financial counselor going to a patient's home to help them enroll in Medicaid. It's the energized team of walkers at the Heart Walk coming together to raise awareness and dollars. And it's the nurse donating her own time to help the uninsured at the Barrier Island Free Clinic. In 2013, we gave over $50 million in community benefit. This number represents millions of small moments combined to make an enormous impact on our community. I hope you find the moments of giving detailed in this report as inspiring as I do. 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 $35,107,560 Charity Care at Cost $6,040,677 Unreimbursed Medicaid Cost $8,475,021 Community Outreach Programs $515,347 Community Investment $50,138,605 Total Community Benefit Expense 6.6% of Roper St. Francis' Net Operating Revenue goes towards Community Benefit A Teaching Moment We believe that feeling good helps you live every moment to the fullest, that's why we at Roper St. Francis are passionate about reaching out beyond the walls of our facilities to support our communities' health. In 2013, we provided 89,262 hours of staff time in support of wellness initiatives that directly touched 107,277 of our neighbors. This includes participating in over 100 community healthfairs. A Moment to Give Back Sponsorships Monetary contributions, volunteering our time and donating equipment are among the many ways we support community organizations and events that are consistent with our mission. In 2013, we provided $515,347 in sponsorships. Trident United Way In 2013, Roper St. Francis employees showed their enormous commitment to our Lowcounty community and donated $370,533 to the Trident United Way. American Heart Association's Heart Walk We walk the walk! Roper St. Francis employees raised $21,600 for the American Heart Association's Heart Walk. A Moment to Serve Barrier Island Free Clinic Roper St. Francis helps serve hundreds of uninsured people via our partnership with the Barrier Island Free Medical Clinic. In 2013, we provided financial support along with free lab and imaging tests. In addition, several of our nurses and doctors volunteer their time at the clinic. Crisis Ministries We create moments of wellness and fellowship through our partnership with Crisis Ministries a place where people can receive a meal, a bed and access to a health clinic. Roper St. Francis sponsors an on-site nurse and makes regular donations of medical equipment, lab tests and medication. We are also supporting the creation of the new health clinic that will open in 2014. East Cooper Community Outreach Roper St. Francis' sponsorship dollars and support helps East Cooper Community Outreach provide case management services, medication assistance and healthcare. Our Lady of Mercy Community Outreach Center Welcoming a new baby into the world is one of life's greatest moments. Roper St. Francis proudly partners with Our Lady of Mercy Community Outreach Center to provide prenatal and wellness care to women in need. A Moment for Advocacy Medicaid Expansion A large part of our mission is providing care to the poor. The Affordable Care Act gives states the option to accept federal funding to expand Medicaid and provide healthcare coverage to many more people. We believe the acceptance of federal funding available for Medicaid expansion is the moral and right thing to do. Mission Days Lowcountry In August of 2013, hundreds of our teammates volunteered at a two day medical clinic for the uninsured. Organized by the South Carolina Hospital Association, and with all local hospitals working together, one thousand people were seen and given primary medical care. Those attending were also put in touch with Tricounty Access Health and other local agencies for follow-up and ongoing care. Community Health Needs Assessment Throughout 2013, Roper St. Francis completed a Needs Assessment for the Tricounty area, utilizing public health data, surveys and focus groups. The assessment identified strategic priorities for our system and an implementation plan was created to address those needs. The six highlighted areas within our scope of care and planning are: Access to Services and Coverage for the Uninsured and Underinsured Access to Mental Health Services Infant Mortality and Maternal and Child Health Prevention Wellness Outreach High Prevalence of Chronic Disease Coordination of Care Across Settings A Moment for Recovery The Roper Rehabilitation Hospital is a 52-bed unique hospital within Roper Hospital that is dedicated to rehabilitation and functional recovery. Our excellent team is committed to making every moment of our patients' recovery matter. For generations, Roper St. Francis has been trusted with the health of our community. We understand the importance of your health and that of those you love - it's at the center of everything we do. It's why every moment matters. Why every second saved in the ER is crucial, why every bedside minute gets our full attention, why every moment spent learning about wellness and prevention is time well-spent. We believe that smiles can change lives. We believe in the power of caring. We believe it is the muscle behind medicine and the reason for hope. We believe in the power of community, of reaching out, of extending care and generosity to those who need it most. We believe that every moment matters. 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 469251 Roper Hospital Inc P 24460766 Bon Secours St Francis Xavier Hospital P 13534795 Roper St Francis Mt Pleasant Hospital P 3157336 Roper St Francis Physicians Network P 6881153 Roper St Francis Foundation P 199576 Roper Hospital Inc N 20154247 Bon Secours St Francis Xavier Hospital N 11091857 Roper St Francis Mt Pleasant Hospital N 2613730 Roper St Francis Physicians Network N 3857669 Roper St Francis Foundation N 72026