2014-11-13T17:01:50-06:00 2013-12-31 271728945 O'CONNOR DAVIES LLP 500 MAMARONECK AVENUE HARRISON NY 105281633 990 2013-01-01 136220617 MARY MANNING WALSH NURSING HOME CO INC MARY 6466334700 1339 YORK AVENUE NEW YORK NY 100214707 ANNMARIE COVONE SENIOR VP & CFO 6466334700 2014-11-13 1 GARRETT M HIGGINS P00543209 9143818900 2014-11-13 2013 2015-11-30 17:44:51Z ARCHCARE AT MARY MANNING WALSH HOME SCOTT P LA RUE 205 LEXINGTON AVENUE - 2ND FLOOR NEW YORK NY 10016 54301166 0 0928 X WWW.ARCHCARE.ORG X 1967 NY ARCHCARE AT MARY MANNING WALSH IS A 362-BED SKILLED NURSING AND REHABILITATION CENTER SERVING THE UPPER EAST SIDE NEIGHBORHOOD OF MANHATTAN.SKILLED NURSING IS AVAILABLE TO ALL RESIDENTS ACCORDING TO THEIR NEEDS. THERE IS A NURSING STATION NEAR THE MIDDLE OF EACH FLOOR AND A GERIATRIC ATTENDANT THAT IS ASSIGNED TO HELP RESIDENTS.THE BUILDING'S MANY PUBLIC SPACES, INCLUDING AN OUTDOOR TERRACE ON THE 7TH FLOOR, HOST ACTIVITIES TO MEET INDIVIDUAL NEEDS AND PROVIDE OPPORTUNITIES FOR SOCIALIZATION. WHILE THE CONCOURSE LEVEL COFFEE SHOP IS A FAVORITE MEETING PLACE FOR FAMILY AND FRIENDS, MANY RESIDENTS ARE MOST FOND OF THE WALSH HOME'S EMERALD LOUNGE WHERE MANY GATHER FOR COCKTAILS AND COMPANIONSHIP EACH EVENING. EVENTS CALENDARS ARE POSTED AT NURSES' STATIONS, IN ELEVATORS AND IN THE MAIN DINING ROOM. WITH THE HELP OF AN ACTIVE FAMILY CIRCLE AND A STRONG VOLUNTEER PROGRAM, THE WALSH HOME IS ABLE TO OFFER ITS RESIDENTS HIGHLY SATISFYING ACTIVITIES TO FILL THEIR DAYS. 17 17 638 773 0 0 3996808 201542 51463337 53718173 80011 102012 43846 -8094 55584002 54013633 7500 10000 0 0 29570269 30512930 0 0 0 20739165 21015688 50316934 51538618 5267068 2475015 45329465 47495766 11771323 10841750 33558142 36654016 X THE NURSING HOME IS DEVOTED TO CARING FOR THE SICK AND DISABLED WITH COMPASSION IN THE TRADITION OF CATHOLIC HEALTH CARE. IT SEEKS TO DELIVER HIGH QUALITY CARE, TO TREAT ALL PATIENTS WITH DIGNITY, AND TO PROVIDE A CARING ENVIRONMENT FOR PATIENTS AT THE NURSING HOME. AS A PARTICIPATING MEMBER OF THE CATHOLIC HEALTH CARE SYSTEM, THE NURSING HOME IS ALSO COMMITTED TO FURTHERING THE SYSTEM'S ABILITY TO PROMOTE HIGH QUALITY CARE, TO ENHANCE ITS SERVICES, AND TO OPERATE EFFECTIVELY AS A HEALTH CARE SYSTEM. 0 0 45780640 10000 53680044 CARE SERVICES AT MARY MANNING WALSH INCLUDE: 24-HOUR SKILLED NURSING SERVICES; SHORT-TERM REHABILITATION SERVICES INCLUDING SPEECH, PHYSICAL AND OCCUPATIONAL THERAPY; CLINICAL AND PHYSICIAN SERVICES INCLUDING CONSULTING PHYSICIANS FOR DENTAL, OPHTHALMOLOGY, AND PODIATRY; LABORATORY SERVICES; RELIGIOUS SERVICES; RECREATION THERAPY; RADIOLOGY SERVICES; NUTRITION SERVICES; IV THERAPY; PAIN MANAGEMENT, AND FAMILY AND RESIDENT COUNCILS. DURING 2013, 128,917 DAYS OF CARE WERE PROVIDED BY THE NURSING HOME TO 1,524 PATIENTS. 45780640 1 1 0 1 0 0 0 0 1 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 35 0 638 1 0 0 0 0 0 0 0 0 0 0 X 17 17 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X ANNMARIE COVONE 6466334702 205 LEXINGTON AVE - 2ND FLOOR NEW YORK NY 10016 KARL P ADLER VICE-CHAIRMAN & SECRETARY 0.10 1.00 X X 0 0 0 THOMAS M O'BRIEN VICE-CHAIR 0.30 3.00 X X 0 0 0 FRANCIS J SERBAROLI ESQ CHAIRMAN 0.10 1.00 X X 0 0 0 JOHN T DUNLAP BOARD MEMBER 0.10 1.00 X 0 0 0 MSGR CHARLES J FAHEY BOARD MEMBER 0.10 1.00 X 0 0 0 THOMAS J FAHEY JR MD BOARD MEMBER 0.30 3.00 X 0 0 0 JOHN MARINELLI BOARD MEMBER 0.10 1.00 X 0 0 0 BISHOP DENNIS SULLIVAN BOARD MEMBER-TERM ENDED IN 2013 0.10 1.00 X 0 0 0 GT SWEENEY BOARD MEMBER 0.10 1.00 X 0 0 0 JOSEPH P ANDERSON BOARD MEMBER 0.10 1.00 X 0 0 0 ERIC P FELDMANN BOARD MEMBER 0.10 1.00 X 0 0 0 MSGR GREGORY MUSTACIUOLO BOARD MEMBER 0.10 1.00 X 0 0 0 KATHRYN ROONEY BOARD MEMBER 0.10 1.00 X 0 0 0 THOMAS E ALBERTO BOARD MEMBER 0.10 1.00 X 0 0 0 TARA A CORTES BOARD MEMBER 0.10 1.00 X 0 0 0 BISHOP GERALD WALSH BOARD MEMBER 0.10 1.00 X 0 0 0 MANFRED ALTSTADT BOARD MEMBER 0.30 3.00 X 0 0 0 MSGR WILIAM BELFORD BOARD MEMBER 0.10 1.00 X 0 0 0 ANNMARIE COVONE SENIOR VP/CFO 0.10 38.40 X 0 503902 143158 SCOTT P LA RUE PRESIDENT / CEO 0.10 38.40 X 0 754384 210523 RICHARD P BISCOTTI ADMINISTRATOR 35.00 X 223296 0 76018 HELEN YEE ASST. ADMINISTRATOR 35.00 X 135671 0 36211 THERESA TAPLIN DIRECTOR OF SOCIAL SERVICES 35.00 X 108608 0 8598 MARY ELLEN LYNCH DIRECTOR OF REHAB 35.00 X 113775 0 20220 AKIA S BLANDON DIRECTOR OF NURSING 35.00 X 168250 0 36872 MAJORIE Q VALDEZ ASSISTANT DIRECTOR OF NURSING 35.00 X 108841 0 36872 858441 1258286 568472 12 0 1 0 ANDRON CONSTRUCTION CORP 21 ANDERSON LANE GOLDENS BRIDGE NY 10526 CONSTRUCTION 3361631 MORRISON SENIOR DINING PO BOX 102289 ATLANTA GA 30368 NUTRITIONAL MANAGEMENT 2171545 CATHOLIC HEALTH CARE SYSTEM 205 LEXINGTON AVENUE 2ND FLR NEW YORK NY 10016 ADMINISTRATIVE AND CONSULTING SERVICES 2154006 GREENKEY RESOURCES 475 PARK AVENUE SOUTH 7TH FLOOR NEW YORK NY 10016 NURSE AGENCY 803669 RCM TECHNOLOGIES PO BOX 7777 W0570 PHILADELPHIA PA 19175 NURSING AND REHAB. 516797 21 201542 201542 MEDICAID 623000 19211487 19211487 PRIVATE PATIENT REVENUE 623000 16584819 16584819 MEDICARE 623000 15499649 15499649 OTHER PATIENT REVENUE 623000 2422218 2422218 53718173 102012 102012 170556 163541 7015 7015 7015 85863 123992 -38129 -38129 MEDICAL RECORD ABSTRACTS 900099 12983 12983 VENDING MACHINES 900099 9500 9500 OTHER MISC. INCOME 900099 537 537 23020 54013633 53680044 0 132047 10000 10000 316960 316960 20608048 19985761 622287 2119016 2037534 81482 5130026 4933355 196671 2338880 2236909 101971 2008355 2008355 162775 162775 59740 59740 1525 1525 4795082 4051731 743351 11575 11575 2714874 2370784 344090 153119 153119 2541473 2449647 91826 9929 946 8983 2523678 1793698 729980 NYS CASH RECEIPT ASSESS 2420313 2420313 BAD DEBT 1296001 1296001 PRESCRIPTION DRUGS 1183865 1183865 MEDICAL SUPPLIES 461555 461555 671829 548541 123288 51538618 45780640 5757978 0 3622881 3117323 17504611 15426367 6947577 5870189 26565 28725 231761 417327 62219074 44217952 13345558 18001122 2024162 2166205 1626350 2468508 45329465 47495766 4122123 4531495 5325000 4375000 761061 742109 1563139 1193146 11771323 10841750 X 33558142 36654016 33558142 36654016 45329465 47495766 X 2475015 -6820 627679 X X 0 1 X 1 0 X 820247 204016 1480445 3996808 201542 6703058 47691570 47448228 51840816 51672718 53804036 252457368 48511817 47652244 53321261 55669526 54005578 259160426 4425 775 5200 0 4425 775 5200 259155226 257551 212359 223089 249949 272568 1215516 257551 212359 223089 249949 272568 1215516 65264 102858 29356 23522 23020 244020 48834632 47967461 53573706 55942997 54301166 260619962 0.99440 0.99250 0.00470 0.00530 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2009 AMOUNT: $ 12,277. 2011 AMOUNT: $ 7,082. 2012 AMOUNT: $ 292. 2013 AMOUNT: $ 537. COFFEE SHOP - 2009 AMOUNT: $ 31,934. 2010 AMOUNT: $ 68,678. GIFT SHOP - 2009 AMOUNT: $ 10,993. 2010 AMOUNT: $ 7,337. VENDING MACHINE - 2009 AMOUNT: $ 10,060. 2010 AMOUNT: $ 12,100. 2011 AMOUNT: $ 10,000. 2012 AMOUNT: $ 10,000. 2013 AMOUNT: $ 9,500. REBATES - 2010 AMOUNT: $ 3,720. 2011 AMOUNT: $ 1,427. CAFETERIA - 2010 AMOUNT: $ 3,278. MEDICAL RECORDS - 2010 AMOUNT: $ 6,459. 2011 AMOUNT: $ 9,640. 2012 AMOUNT: $ 10,303. 2013 AMOUNT: $ 12,983. PAST DUE ACCOUNTS - 2010 AMOUNT: $ 1,286. 2011 AMOUNT: $ 1,148. 2012 AMOUNT: $ 2,927. 2013 AMOUNT: $ 0. CABLE - 2011 AMOUNT: $ 59. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 1525 1525 0 PART II-B, LINE 1: MARY MANNING WALSH NURSING HOME CO., INC. PAYS DUES TO CONTINUING CARE LEADERSHIP COALITION (CCLC) AND LOCAL 1199 - HEALTH EDUCATION PROJECT. IN ACCORDANCE WITH SECTION 6033(E) OF THE INTERNAL REVENUE CODE, AND AS REPORTED BY CCLC AND LOCAL 1199, A PORTION OF THESE DUES ARE ATTRIBUTABLE TO LOBBYING ACTIVITIES. THE LOBBYING ACTIVITIES APPLICABLE TO 2013 CCLC AND LOCAL 1199 DUES WAS $349 AND $1,176, RESPECTIVELY. 0 1 X 1500000 1500000 50758823 36065196 14693627 9337358 8147829 1189529 622893 4927 617966 18001122 DUE FROM RELATED PARTIES 251639 OTHER ASSETS 32872 OTHER RECEIVABLE 7501 DUE FROM THIRD PARTY PAYORS 1120496 INSURANCE RECOVERIES RECEIVABLE 1056000 2468508 ASSET RETIREMENT OBLIGATION 72400 PROFESSIONAL LIABILITIES 1056000 DUE TO RELATED PARTIES 64746 1193146 X 54294346 -6820 287533 280713 54013633 0 54013633 51826151 287533 287533 51538618 0 51538618 PART IV, LINE 2B: RESIDENTS' FUNDS ARE HELD BY THE HOME ON BEHALF OF THE RESIDENTS. SUCH FUNDS REPRESENT ALLOWANCES RECEIVED BY RESIDENTS AS WELL AS OTHER RESIDENTS' FUNDS DEPOSITED WITH THE HOME FOR SAFEKEEPING. THESE FUNDS ARE DISBURSED BY THE HOME AT THE REQUEST OF, OR ON BEHALF OF, RESIDENTS FOR THEIR PERSONAL USE. PART X, LINE 2: THE HOME RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT THE HOME HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION OR DISCLOSURE. THE HOME IS NO LONGER SUBJECT TO EXAMINATIONS BY THE APPLICABLE TAXING JURISDICTIONS FOR PERIODS PRIOR TO DECEMBER 31, 2010. PART XI, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES REPORTED ON PART VIII, LINE 6B 163,541. COST OF GOODS SOLD REPORTED ON PART VIII, LINE 10B 123,992. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES REPORTED ON PART VIII, LINE 6B 163,541. COST OF GOODS SOLD REPORTED ON PART VIII, LINE 10B 123,992. 1 CALVERY HOSPITAL 1740 EASTCHESTER ROAD BRONX NY 10461 131740274 501(C)(3) 10000 TICKETS/TABLES FOR ANNUAL FUNDRAISER 1 PART I, LINE 2 THE ORGANIZATION SENDS ITS EMPLOYEES TO ATTEND THE EVENT TO SEE HOW THE FUNDS ARE BEING SPENT. 0 1 0 0 0 0 0 1 0 ANNMARIE COVONE SENIOR VP/CFO 0 411100 0 80052 0 12750 0 117686 0 25472 0 647060 0 80052 SCOTT P LA RUE PRESIDENT / CEO 0 604384 0 150000 0 0 0 184400 0 26123 0 964907 0 150000 RICHARD P BISCOTTI ADMINISTRATOR 192400 0 22200 0 8696 0 49895 0 26123 0 299314 0 22200 0 HELEN YEE ASST. ADMINISTRATOR 135671 0 0 0 0 0 11400 0 24811 0 171882 0 0 0 AKIA S BLANDON DIRECTOR OF NURSING 159556 0 0 0 8694 0 11400 0 25472 0 205122 0 0 0 PART I, LINE 3 CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE UNDERTAKES A RIGOROUS PROCESS TO ENSURE THAT ITS EXECUTIVE COMPENSATION IS REASONABLE. TOWARD THAT END, THE BOARD OF TRUSTEES HAS A COMPENSATION COMMITTEE OF INDEPENDENT PERSONS THAT HAVE NO PERSONAL INTEREST IN ANY PROPOSED COMPENSATION ARRANGEMENT. IN 2008, THE BOARD ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT WHO CONDUCTED INDEPENDENT RESEARCH AND UTILIZED A WIDE RANGE OF INDUSTRY DATA TO DEVELOP COMPARABILITY OR BENCHMARKING DATA FOR APPROPRIATE LEVELS OF COMPENSATION FOR TOP MANAGEMENT, OFFICERS, AND KEY EMPLOYEES. THE CONSULTANT PROJECTED THE DATA FOR THE FOLLOWING THREE YEARS FOR EACH SALARY LEVEL. THE COMPENSATION COMMITTEE, TAKING THE CONSULTANT'S RECOMMENDATIONS UNDER ADVISEMENT, HELD A MEETING AT WHICH CONTEMPORANEOUS MINUTES WERE KEPT AND AT THAT MEETING DETERMINED TO MAKE RECOMMENDATIONS TO THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES THEN CONSIDERED AND APPROVED THE RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, WHICH APPROVAL WAS RECORDED IN THE MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES. PART I, LINE 4B SCOTT P. LA RUE AND ANNMARIE COVONE ALSO PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE CONTRIBUTED $23,000 TO THE PLAN IN 2013 FOR EACH INDIVIDUAL. PART I, LINE 7 THE FOLLOWING EMPLOYEES RECEIVED A BOARD DISCRETIONARY BONUS IN THEIR 2013 W-2'S FROM THE ORGANIZATION: - RICHARD P. BISCOTTI $22,200 - THERESA TAPLIN $ 2,000 FORM 990, PART VI, SECTION A, LINE 3 THE ORGANIZATION HAS A MANAGEMENT AGREEMENT FOR CERTAIN ADMINISTRATIVE AND CONSULTING SERVICES WITH CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE. CATHOLIC HEALTH CARE SYSTEM SHALL PROVIDE HUMAN RESOURCES, IT SERVICES, FINANCE SERVICES, LEGAL SERVICES, COMPLIANCE, AND SUPPLY CHAIN MANAGEMENT TO THE ORGANIZATION. ANNMARIE COVONE AND SCOTT LARUE (OFFICERS OF THE FILING ORGANIZATION) WERE PAID BY CATHOLIC HEALTH CARE SYSTEM. THEIR 2013 COMPENSATION IS REPORTED IN PART VII, SECTION A AND SCHEDULE J, PART II. CATHOLIC HEALTH CARE SYSTEM WAS PAID $2,154,006 IN 2013 FOR THESE SERVICES. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE "MEMBER" IS CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE. FORM 990, PART VI, SECTION A, LINE 7A THE SOLE "MEMBER" HAS THE RIGHT TO APPOINT AND REMOVE MEMBERS OF THE BOARD OF TRUSTEES, APPOINT THE CHAIRMAN OF THE BOARD, AMEND THE BY-LAWS AND CERTIFICATE OF INCORPORATION AND APPROVE SUBSTANTIAL TRANSACTIONS. FORM 990, PART VI, SECTION A, LINE 7B THE SOLE "MEMBER" HAS THE RIGHT TO AMEND THE BY-LAWS AND CERTIFICATE OF INCORPORATION AND APPROVE SUBSTANTIAL TRANSACTIONS. FORM 990, PART VI, SECTION B, LINE 11 MARY MANNING WALSH NURSING HOME COMPANY INC. HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS ESTABLISHED THE FOLLOWING REVIEW PROCESS TO ENSURE THAT THE INFORMATION REPORTED IS COMPLETE AND ACCURATE. WHEN THE FORM 990 HAS BEEN PREPARED, REVIEWED BY MANAGEMENT AND IS READY TO BE FILED WITH THE INTERNAL REVENUE SERVICE, IT IS ELECTRONICALLY SENT TO THE BOARD MEMBERS OF THE ORGANIZATION FOR ANY COMMENTS. ANY COMMENTS ARE THEN GROUPED, SUMMARIZED AND PROVIDED TO THE OUTSIDE ACCOUNTANTS. EACH ISSUE IS DOCUMENTED AND ADDRESSED UNTIL THE RETURN IS FINALIZED AND APPROVED FOR FILING. FORM 990, PART VI, SECTION B, LINE 12C THE POLICY ON CONFLICTS OF INTEREST IS DESIGNED TO PROVIDE GUIDANCE TO ALL MEMBERS OF THE BOARD, THE OFFICERS OF THE ORGANIZATION, AND TO ALL PERSONS EMPLOYED BY THE ORGANIZATION. A BOARD MEMBER OR OFFICER SHALL DISCLOSE ANY CONFLICT OF INTEREST OF WHICH HE OR SHE HAS KNOWLEDGE: (A) PRIOR TO VOTING ON OR OTHERWISE DISCHARGING HIS OR HER DUTIES WITH RESPECT TO ANY MATTER INVOLVING THE CONFLICT WHICH COMES BEFORE THE BOARD OR ANY COMMITTEE OF THE BOARD; (B) PRIOR TO ENTERING INTO ANY CONTRACT OR TRANSACTION INVOLVING THE ORGANIZATION; (C) AS SOON AS POSSIBLE AFTER THE BOARD MEMBER OR OFFICER SHALL LEARN OF A CONFLICT OF INTEREST IN ANY OTHER CONTEXT. DISCLOSURE OF THE MATERIAL FACTS SURROUNDING THE BOARD MEMBER OR OFFICER'S CONFLICT OF INTEREST SHALL BE MADE TO THE SECRETARY OF THE BOARD OF MANAGERS OR, IN THE CASE OF A COMMITTEE, TO THE CHAIRPERSON OF THAT COMMITTEE (WHO SHALL NOTIFY THE SECRETARY). THE SECRETARY OR COMMITTEE CHAIRPERSON SHALL INFORM THE OTHER MEMBERS OF THE BOARD OR COMMITTEES PRIOR TO ANY ACTION THEREON. FAILURE TO DISCLOSE ADEQUATELY A POTENTIAL OR ACTUAL CONFLICT OF INTEREST SHALL CONSTITUTE CAUSE FOR REMOVAL FROM THE BOARD. FOLLOWING RECEIPT OF INFORMATION CONCERNING A CONTRACT OR TRANSACTION INVOLVING A POTENTIAL CONFLICT OF INTEREST, THE BOARD SHALL CONSIDER THE MATERIAL FACTS CONCERNING THE PROPOSED CONTRACT OR TRANSACTION, INCLUDING THE PROCESS BY WHICH THE DECISION WAS MADE TO RECOMMEND ENTERING INTO THE ARRANGEMENT ON THE TERMS PROPOSED. (A) AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE OR SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. AN INTERESTED BOARD MEMBER MAY NOT BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE BOARD OR COMMITTEE AT WHICH DISCUSSION OR A VOTE ON THE TRANSACTION OR ARRANGEMENT TAKES PLACE. (B) AN INTERESTED BOARD MEMBER OR OFFICER SHALL NOT USE PERSONAL INFLUENCE WITH REGARD TO THE BOARD'S DETERMINATION THAT A CONFLICT EXISTS OR THE BOARD'S VOTE ON THE MATTER. (C) IF APPROPRIATE, THE CHAIRPERSON SHALL APPOINT A DISINTERESTED PERSON OR A COMMITTEE OF THE BOARD TO CONDUCT AN ASSESSMENT OF FAIR MARKET VALUE FOR A PARTICULAR TRANSACTION, OR TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (D) THE BOARD SHALL APPROVE ONLY THOSE CONTRACTS OR TRANSACTIONS IN WHICH THE TERMS ARE FAIR AND REASONABLE TO THE ORGANIZATION AND THE ARRANGEMENTS ARE CONSISTENT WITH THE BEST INTERESTS OF THE ORGANIZATION. THE MINUTES OF THE BOARD AND OF ALL COMMITTEES WITH BOARD DELEGATED POWERS SHALL CONTAIN THE FOLLOWING WITH REGARD TO CONSIDERATION OF ANY MATTER INVOLVING A CONFLICT OF INTEREST: (A) THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL OR OTHER INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED; (B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSION AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, A SUMMARY OF THE CONTENT OF THE DISCUSSION, INCLUDING CONSIDERATION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT AND THE NATURE OF AND SOURCE OF ANY DATA RELIED UPON IN MAKING AN ASSESSMENT OF FAIR MARKET VALUE, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH; AND (C) IN ANY CASE WHEN THE BOARD APPROVES AN ARRANGEMENT OR TRANSACTION INVOLVING A CONFLICT OF INTEREST, THE MINUTES OF THE MEETING SHALL SET FORTH THE BASIS FOR THE BOARD'S DECISION. AN EMPLOYEE OF THE ORGANIZATION WITH A POTENTIAL CONFLICT OF INTEREST IN A PARTICULAR MATTER SHALL PROMPTLY AND FULLY DISCLOSE THE POTENTIAL CONFLICT TO HIS OR HER SUPERVISOR. THE EMPLOYEE SHALL THEREAFTER REFRAIN FROM PARTICIPATING IN ANY DECISIONS RELATING TO THE MATTER AND FOLLOW THE DIRECTION OF THE SUPERVISOR AS TO HOW THE ORGANIZATION'S DECISIONS WHICH ARE THE SUBJECT OF THE CONFLICT WILL BE DETERMINED. THE COMPLIANCE DIRECTOR OF THE ORGANIZATION SHALL BE RESPONSIBLE FOR DETERMINING THE PROPER WAY FOR THE ORGANIZATION TO HANDLE THE ORGANIZATION'S DECISIONS WHICH INVOLVE UNRESOLVED EMPLOYEE CONFLICTS OF INTEREST. IN MAKING SUCH DETERMINATIONS, THE COMPLIANCE DIRECTOR OF THE ORGANIZATION MAY CONSULT WITH LEGAL COUNSEL, AS APPROPRIATE. THE COMPLIANCE DIRECTOR OF THE ORGANIZATION SHALL REPORT TO THE BOARD AT LEAST ANNUALLY CONCERNING EMPLOYEE CONFLICTS OF INTEREST WHICH HAVE BEEN DISCLOSED AND CONTRACTS AND TRANSACTIONS INVOLVING EMPLOYEE CONFLICTS WHICH THE SECRETARY OF THE ORGANIZATION'S BOARD OF MANAGERS HAS APPROVED. EACH BOARD MEMBER, OFFICER, MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS, AND KEY EMPLOYEE OF THE ORGANIZATION SHALL SIGN A STATEMENT WITHIN 30 DAYS OF ASSUMING SUCH RESPONSIBILITY, AND ANNUALLY THEREAFTER, AFFIRMING THAT SUCH PERSON: (A) HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; (B) HAS READ AND UNDERSTANDS THE POLICY; (C) HAS AGREED TO COMPLY WITH THE POLICY; AND (D) UNDERSTANDS THAT THE ORGANIZATION CANNOT ENGAGE IN A TRANSACTION OR ENTER INTO A COMPENSATION ARRANGEMENT WITH BOARD MEMBERS, OFFICERS, SENIOR STAFF MEMBERS, OR OTHERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE ORGANIZATION THAT PROVIDES AN ECONOMIC BENEFIT TO SUCH PERSON IN EXCESS OF THE CONSIDERATION OR SERVICES THAT THE ORGANIZATION RECEIVES IN RETURN. IN ADDITION, THOSE INDIVIDUALS COMPLETING THE STATEMENT ARE ALSO REQUIRED TO DISCLOSE PERSONAL OR OTHER BUSINESS INTERESTS THAT COULD GIVE RISE TO CONFLICTS WITH THEIR ROLE WITH ARCHCARE. THESE STATEMENTS ARE SUMMARIZED AND PROVIDED TO THE GOVERNING BODY ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15 THE CORPORATION UNDERTAKES A RIGOROUS PROCESS TO ENSURE THAT ITS EXECUTIVE COMPENSATION IS REASONABLE AND COMPETITIVE. TOWARD THAT END, THE BOARD OF TRUSTEES HAS A COMPENSATION COMMITTEE OF INDEPENDENT PERSONS THAT HAVE NO PERSONAL INTEREST IN ANY PROPOSED COMPENSATION ARRANGEMENT. IN 2008, THE BOARD ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT WHO CONDUCTED INDEPENDENT RESEARCH AND UTILIZED A WIDE RANGE OF INDUSTRY DATA TO DEVELOP COMPARABILITY OR BENCHMARKING DATA FOR APPROPRIATE LEVELS OF COMPENSATION FOR TOP MANAGEMENT, OFFICERS, AND KEY EMPLOYEES. IN ADDITION, THE CONSULTANT CREATED A COMPENSATION STRUCTURE FOR ALL OTHER POSITIONS (NON-UNION). THIS STRUCTURE IS REVIEWED EVERY THREE YEARS. THE CONSULTANT REVIEWS EXECUTIVE COMPENSATION ANNUALLY AND REVIEWS THESE RESULTS WITH THE COMPENSATION COMMITTEE. THE CONSULTANT PROJECTED THE DATA FOR THE FOLLOWING THREE YEARS FOR EACH SALARY LEVEL. THE COMPENSATION COMMITTEE, TAKING THE CONSULTANT'S RECOMMENDATIONS UNDER ADVISEMENT, HELD A MEETING AT WHICH CONTEMPORANEOUS MINUTES WERE KEPT AND AT THAT MEETING DETERMINED TO MAKE RECOMMENDATIONS TO THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES THEN CONSIDERED AND APPROVED THE RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, WHICH APPROVAL WAS RECORDED IN THE MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES. COMPENSATION PAID TO THE ADMINISTRATOR: PLEASE NOTE THAT THE ADMINISTRATOR AS A RELIGIOUS MEMBER OF THE CARMELITE SISTERS FOR THE AGED AND INFIRM, INC. (THE ORDER) HAS TAKEN A VOW OF POVERTY AND IS PROVIDED WITH ZERO (0) COMPENSATION FROM THE HOME. ALL COMPENSATION THAT WOULD HAVE BEEN PAID TO THE ADMINISTRATOR ON BEHALF OF SERVICES PROVIDED TO THE HOME IS INSTEAD PAID TO THE CARMELITE SISTERS OF THE AGED AND INFIRM, INC. RATHER THAN THE INDIVIDUAL. FOR 2013, THE HOME PAID THE ORDER AN AMOUNT OF $231,117 FOR THE SERVICES THE ADMINISTRATOR (SISTER SEAN WILLIAM O'BRIEN) PROVIDED TO THE HOME. TOTAL PAYMENTS IN 2013 TO THE ORDER FROM THE HOME FOR SERVICES PROVIDED BY ALL THE SISTERS WORKING WITHIN THE HOME AMOUNTED TO $663,000. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS FORM 990 AND FORM 1023 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. THE RETURN IS POSTED ON GUIDESTAR.ORG AND OTHER SIMILAR TYPES OF WEBSITES. IN ADDITION, THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION, FORM 990, FORM 1023, AND BY-LAWS ARE ALSO AVAILABLE UPON WRITTEN REQUEST OR BY CALLING THE ORGANIZATION DIRECTLY. THE ORGANIZATION ALSO FILES AN ANNUAL COST REPORT WITH THE NEW YORK STATE DEPARTMENT OF HEALTH WHICH CONTAINS FINANCIAL STATEMENTS AND RELATED NOTE DISCLOSURES. THIS COST REPORT IS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: PENSION LIABILITY ADJUSTMENT 930,276. PENSION ASSET TRANSFER TO CATHOLIC HEALTH CARE SYSTEM -302,597. FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THIS PROCESS DID NOT CHANGE FROM THE PRIOR YEAR. CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 133896624 MGT SVCS FOR HEALTH-RELATED FACILITIES IN THE ARCHDIOCESE NY 501(C)(3) 9 PROVIDENCE HEALTH SERVICES 0 CATHOLIC HEALTH CARE FOUNDATION OF THE ARCHDIOCESE OF NY 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 134054158 PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) 7 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 FERNCLIFF NURSING HOME COMPANY INC 21 FERNCLIFF DRIVE RHINEBECK NY 12572 141514053 OPERATE SKILLED NURSING FACILITY & ADULT HEALTH CARE PROGRAM NY 501(C)(3) 9 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 KATERI RESIDENCE 150 RIVERSIDE DRIVE NEW YORK NY 10024 133086309 OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) 9 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 ST TERESA'S NURSING HOME INC 120 HIGHLAND AVENUE MIDDLETOWN NY 10940 237012219 OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) 9 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 ST TERESA'S RESIDENCE 30 SOUTH 10TH AVENUE MT VERNON NY 10550 133110063 INTERMEDIATE CARE FACILITY FOR DEVELOPMENTALLY DISABLED NY 501(C)(3) 9 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 CARMEL RICHMOND NURSING HOME INC 88 OLD TOWN ROAD STATEN ISLAND NY 103044299 132720248 OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) 9 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 TERENCE CARDINAL COOKE HEALTH CARE CENTER 1249 FIFTH AVENUE NEW YORK NY 10029 133007801 OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) 9 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 ST VINCENT DE PAUL RESIDENCE 900 INTERVALE AVENUE BRONX NY 10459 133598842 OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) 9 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 CATHOLIC MANAGED LONG TERM CARE INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 208180809 OPERATE A MANAGED LONG TERM CARE PLAN NY 501(C)(3) 9 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 CALVARY HOSPITAL 1740 EASTCHESTER ROAD BRONX NY 10461 131740274 OPERATE A TAX EXEMPT HOSPITAL NY 501(C)(3) 3 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 OUR LADY OF MERCY HEALTHCARE SYSTEM INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 133395946 PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) TYPE I CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 OUR LADY OF MERCY FUND OF NEW YORK NY 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 133452084 PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) 7 OUR LADY OF MERCY HEALTHCARE SYSTEM INC 0 CALVARY HOLDING COMPANY 1740 EASTCHESTER ROAD BRONX NY 10461 061531426 SUPPORT THE CALVARY HOSPITAL AND ITS AFFILIATED ORGANIZATIONS NY 501(C)(3) TYPE I CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 PROVIDENCE HEALTH SERVICES 1011 1ST AVENUE NEW YORK NY 10022 133354940 SPONSOR OF CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE NY 501(C)(3) 3 N/A 0 CALVARY FUND INC 1740 EASTCHESTER ROAD BRONX NY 10461 133259649 SUPPORT CALVARY HOSPITAL NY 501(C)(3) TYPE I CALVARY HOLDING COMPANY INC 0 CATHOLIC RESOURCES INC 1339 YORK AVENUE NEW YORK NY 10021 261306110 SUPPORT CATHOLIC MANAGED LONG TERM CARE, INC. NY 501(C)(3) 3 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 ST AGNES HOSPITAL 305 NORTH STREET WHITE PLAINS NY 10605 131740121 OPERATE A TAX EXEMPT HOSPITAL NY 501(C)(3) 3 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 CATHOLIC HEALTH CARE SYSTEM OF THE HUDSON VALLEY 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) 1 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 BENEFICE ADVANTAGE INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 134201050 PROVIDE ADMINISTRATIVE, BENEFITS COORDINATING AND OTHER SERVICES TO ARCHCARE NY 501(C)(3) 1 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 OLM DEVELOPMENT CORPORATION 205 LEXINGTON AVENUE - 2ND FLOOR NEW YORK NY 10016 133272992 HEALTH CARE SERVICES NY OUR LADY OF MERCY HEALTH CARE SYSTEM INC C 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0