2013-05-10T11:00:18-05:00 2012-06-30 CROWE HORWATH LLP 70 West Madison Street Suite 700 Chicago IL 606024903 990 2011-07-01 510436466 FRANCISCAN COMMUNITIES ST MARY OF THE WOODS INC FRAN 7086476500 1055 W 175TH STREET HOMEWOOD IL 60430 RICHARD TRUESDALE 2013-05-10 true Nicole Bencik P00756195 3128997000 2011 2016-02-24 21:20:13Z JUDY AMIANO 1055 W 175TH STREET STE 202 HOMEWOOD IL 60430 6995720 false X NA X 2002 IL ORGANIZED AND OPERATED EXCLUSIVELY FOR THE CHARITABLE AND RELIGIOUS PURPOSE TO SUPPORT THE MINISTRIES OF THE FRANCISCAN SISTERS OF CHICAGO X 5 4 175 20 0 0 105 0 7852691 6972847 42663 710538 77027 16865 7972486 7700250 0 0 0 0 3092028 2617943 0 0 0 19674766 7771798 22766794 10389741 -14794308 -2689491 24299948 1012788 48433023 0 -24133075 1012788 X THE MISSION OF FRANCISCAN COMMUNITIES, ST MARY OF THE WOODS ("ST MARY OF THE WOODS") IS TO HONOR THE DIGNITY OF LIFE BY SERVING AS A COMPASSIONATE COMMUNITY. (CONTINUED IN SCHEDULE O) false true 2190172 2908231 NURSING HOME CARE: ST MARY OF THE WOODS PROVIDES NURSING CARE SERVICES TO MEET THE PHYSICAL, SOCIAL, AND SPIRITUAL NEEDS OF THE RESIDENTS. SOME OF THE AMENITIES PROVIDED INCLUDE PERSONALIZED CARE PLANS, LICENSED NURSING STAFF, THREE MEALS DAILY, SNACKS, HOUSEKEEPING, MAINTENANCE, RELIGIOUS AND LIFE ENRICHMENT ACTIVITIES, AND SECURITY. THE AVERAGE DAILY CENSUS APPROXIMATED 30 IN FISCAL 2012. 1861974 1530251 ASSISTED LIVING: ST MARY OF THE WOODS PROVIDES ASSISTED LIVING SERVICES TO ALLOW RESIDENTS TO RECEIVE THE ASSISTANCE THEY NEED WHILE MAINTAINING AN ACTIVE LIFESTYLE. THESE SERVICES ARE DESIGNED TO MEET THE PHYSICAL, SOCIAL AND SPIRITUAL NEEDS OF THE RESIDENTS. ACCOMODATIONS INCLUDE EFFICIENCIES, STUDIOS, AND ONE BEDROOM UNITS. SOME OF THE AMENITIES PROVIDED INCLUDE THREE MEALS DAILY, SNACKS, HOUSEKEEPING, MAINTENANCE, SECURITY, AND RELIGIOUS AND LIFE ENRICHMENT ACTIVITIES. IN ADDITION, STAFF IS AVAILABLE TO PROVIDE ASSISTANCE WITH ACTIVITIES OF DAILY LIVING TO MEET EACH RESIDENT'S NEEDS.THE AVERAGE CENSUS IN ASSISTED LIVING APPROXIMATED 34 IN FISCAL 2012. 1765810 2534365 INDEPENDENT LIVING: ST MARY OF THE WOODS PROVIDES INDEPDENT LIVING SERVICES TO ALLOW RESIDENTS TO ENJOY ACTIVE AND INDEPENDENT LIFESTYLES. THESE SERVICES ARE DESIGNED TO MEET THE PHYSICAL, SOCIAL AND SPIRITUAL NEEDS OF THE RESIDENTS. ACCOMODATIONS INCLUDE STUDIO, ONE, AND TWO BEDROOM APARTMENTS. SOME OF THE AMENITIES PROVIDED INCLUDE DINING, HOUSEKEEPING, MAINTENANCE, TRANSPORTATION, HEALTH AND FITNESS, RELIGIOUS AND LIFE ENRICHMENT ACTIVITIES, SECURITY, AND AN EMERGENCY RESPONSE SYSTEM.THE AVERAGE CENSUS IN INDEPENDENT LIVING APPROXIMATED 70 IN FISCAL 2012. 5817956 true false false false false false false false false false false false false false false false false false false false false false false false false false false false true false false false false false false false false false false false true false true false false false false true 32 0 true 175 true false false false false false false false false false false X 5 4 true false false false true true true true true false false false true true true true true false false false OH X RICHARD D TRUESDALE 7086476500 1055 W 175TH STREET STE 202 HOMEWOOD IL 60430 X JUDY AMIANO 40.00 X X 0 400912 18941 SISTER M FRANCINE LABUS OFS 1.00 X X 0 0 0 SISTER M FRANCIS CLARE RADKE OFS 1.00 X X 0 0 0 E DEWAYNE MCMULLIN CPA 1.00 X 0 0 0 SCOTT SOUTHWORTH BEDNAS 1.00 X 0 0 0 DENISE BOUDREAU 40.00 X 0 49465 9189 RONALD TINSLEY 40.00 X 0 123634 4338 TRACY SHEARER 40.00 X 0 61474 22049 MARK BAILEY 40.00 X 134013 0 15547 134013 635484 70064 1 false true false ALLIANCE REHAB INC 1520 KENSINGTON ROAD SUITE 110 OAKBROOK IL 60523 THERAPY 515017 JONES DAY 77 WEST WACKER DRIVE CHICAGO IL 606011692 LEGAL 405000 FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION 1055 W 175TH STREET SUITE 202 HOMEWOOD IL 60430 MANAGEMENT SERVICES 192684 3 0 NET RESIDENT SERVICE REVENUE 623000 6972847 6972847 0 0 0 0 6972847 103 103 5905 5905 0 1932 1932 0 1932 1932 -704531 0 704531 704530 704530 0 0 0 CAFETERIA AND VENDING 900099 7263 7263 TV, CABLE AND INTERNET SERVICES 900099 4093 4093 MISCELLANEOUS 900099 3577 3577 0 0 0 0 14933 7700250 6972847 0 727403 0 0 0 0 0 0 2099414 1687506 411908 15072 12115 2957 350573 281790 68783 152884 122888 29996 192684 192684 3220 3220 33367 33367 0 0 29779 29779 4429324 932040 3497284 124602 124602 599950 476355 123595 0 0 450068 450068 29128 1672 27456 0 300 300 428613 428613 0 496627 496627 173520 173520 MEDICAL SUPPLIES 217429 217429 LETTER OF CREDIT FEES 197031 197031 PROVIDERS TAX 110475 110475 BAD DEBT EXPENSE 205604 205604 50077 24223 25854 0 10389741 5817956 4571785 0 0 1003613 1012707 576087 23122 126864 0 0 18110450 0 2922942 81 0 0 1536870 0 24299948 1012788 1359676 9872615 34305000 2895732 0 48433023 0 X -24133075 1012788 -24133075 1012788 24299948 1012788 X -2689491 27835354 X X false false false X 110 325415 726140 105 1051770 6479720 7581335 7323391 7852691 6972847 36209984 59966 47309 42166 39581 14933 203955 0 0 6539796 7954059 8091697 7892377 6987780 37465709 0 0 0 0 0 0 0 0 37465709 196567 130314 88714 52023 7940 475558 0 196567 130314 88714 52023 7940 475558 0 0 0 0 0 0 0 6736363 8084373 8180411 7944400 6995720 37941267 0.98740 0.97120 0.01250 0.02360 X X true true false false false false false false false true false JUDY AMIANO 0 325452 0 72673 0 2787 0 7819 0 11122 0 419853 0 0 Tax indemnification and gross-up payments Schedule J, Part I, Line 1a CERTAIN EMPLOYEES RECEIVE GROSS-UP PAYMENTS, WHICH ARE TREATED AS TAXABLE COMPENSATION. Arrangement used to establish the top management official's compensation Schedule J, Part I, Line 3 THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"), THE SOLE CORPORATE MEMBER, HAS THE RESPONSIBILITY TO ESTABLISH COMPENSATION RANGES FOR THE ORGANIZATION'S CEO/EXECUTIVE OFFICER. THE PROCESS FOR DETERMINING THE APPROPRIATE COMPENSATION OF EACH POSITION INCLUDES: 1. REVIEW AND APPROVAL BY THE EXECUTIVE COMPENSATION COMMITTE. 2. OBTAINING AND ANALYZING COMPARABLE COMPENSATION DATA FOR SIMILAR PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS IN SIMILAR ORGANIZATIONS. 3. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS. Non-fixed payments Schedule J, Part I, Line 7 DISCRETIONARY BONUSES ARE PAID UPON APPROVAL OF THE BOARD OF DIRECTORS TO SENIOR MANAGEMENT ANNUALLY BASED ON GOALS DEFINED BY THE BOARD OF DIRECTORS. SEE PART III 2011-11-21 18200000 FMV PURCHASE PRICE APPROVED UNDER CHAPTER 11 BANKRUPTCY COURT ORION PROPERTIES ELEVEN LLC 315 EAST EISENHOWER PKWY SUITE 212 ANN ARBOR MI 48108 LLC false false false false SALE OF ASSETS SCHEDULE N, PART I, LINE 1, COLUMN (A) FRANCISCAN COMMUNITIES ST. MARY OF THE WOODS ("ST. MARY OF THE WOODS") FILED FOR RELIEF UNDER CHAPTER 11 OF THE FEDERAL BANKRUPTCY LAWS ON NOVEMBER 21, 2011. WHILE UNDER CONTROL OF THE BANKRUPTCY COURT, ST. MARY OF THE WOODS EXECUTED THE SALE OF CERTAIN ASSETS AND LIABILITIES. THE PROCEEDS OF THE SALE WERE SUBJECT TO THE RULINGS OF THE BANKRUPTCY. THE ASSETS SOLD CONSISTED PRIMARILY OF ACCOUNTS RECEIVABLE, PROPERTY, PLANT, EQUIPMENT, OTHER CURRENT ASSETS. THE BUYER ASSUMED RESIDENCY AGREEMENT OBLIGATIONS AND CERTAIN EMPLOYEE BENEFIT LIABILITIES. EXCLUDED FROM THE SALE WERE CASH, DUE FROM/TO AFFILIATES, CERTAIN ACCOUNTS PAYABLE, CERTAIN ACCRUED SALARIES, AND TOLEDO-LUCAS COUNTY PORT AUTHORITY REVENUE BOND OBLIGATIONS. VISION STATEMENT FORM 990, PART I, LINE 1 FRANCISCAN COMMUNITIES ST. MARY OF THE WOODS' ("ST. MARY OF THE WOODS") VISION IS TO BECOME THE OPTIMAL MEANS, WHICH FREES ALL THOSE WE SERVE TO EXPERIENCE THE FULLNESS OF THEIR LIVES. ST. MARY OF THE WOODS IS OPERATED SOLELY FOR THE CHARITABLE AND RELIGIOUS PURPOSE OF THE FRANCISCAN SISTERS OF CHICAGO. THE CHARISM OF THE FRANCISCAN SISTERS OF CHICAGO IS TO DEVOTE THEMSELVES TO THE MINISTRY OF PROVIDING CARE AND HOUSING TO THE ELDERLY AND INFIRM. ST. MARY OF THE WOODS OFFERS SERVICES TO MEET BOTH THE PHYSICAL AND SPIRITUAL NEEDS OF THE RESIDENTS. IN FULFILLMENT OF THIS MINISTRY ST. MARY OF THE WOODS PROVIDES INDEPENDENT LIVING, ASSISTED LIVING, AND NURSING HOME SERVICES. VALUE STATEMENT FORM 990, PART III, LINE 1 THE VALUES OF FRANCISCAN COMMUNITIES ST. MARY OF THE WOODS INCLUDE: 1. RESPECT: SEEING THE FACE OF GOD REFLECTED IN THOSE WE SERVE; 2. SERVICE: RESPONDING TO THE NEEDS OF OTHERS BEFORE OUR OWN; 3. DEDICATION: PASSIONATELY FULFILLING THIS CALL ENTRUSTED TO US; 4. STEWARDSHIP: RESPONSIBLY USING OUR RESOURCES, AWARE THAT ALL CREATION IS A GIFT; 5. JOY: GIVING FROM YOUR HEART GIFT OF CARE FORM 990, PART III, LINE 1 GIFT OF CARE: FOR MORE THAN 110 YEARS, THE FRANCISCAN SISTERS OF CHICAGO AND ST MARY OF THE WOODS HAVE FULFILLED THE DESPERATE NEED OF THE ELDERLY AND THE UNDERSERVED. THE GIFT OF CARE PROGRAM IS ONE OF THE WAYS DEVELOPED TO PROVIDE ADDITIONAL OUTREACH SERVICES TO THE UNDERPRIVILEGED POPULATION. LONG-TERM CARE IS VERY EXPENSIVE AND MANY WILL NOT BE ABLE TO PAY FOR ALL OF THE NECESSARY SERVICES OUT OF HIS OR HER OWN INCOME AND RESOURCES. THAT'S WHERE THE GIFT OF CARE CAN HELP. COMMITMENT: THE GIFT OF CARE IS A COMMITMENT BY ST MARY OF THE WOODS TO UNDERWRITE ALL OR A PORTION OF A RESIDENT'S CARE FOR A SPECIFIC PERIOD OF TIME. IT IS BASED UPON DEFINED CRITERIA. AS A NOT-FOR-PROFIT ORGANIZATION, ST MARY OF THE WOODS PROMOTES AND CARES FOR THE INTERESTS OF OLDER ADULTS IN AN ENVIRONMENT OF DIGNIFIED LIVING, CARING AND COMPASSION. IN THE SPIRIT AND TRADITION OF THE CATHOLIC CHURCH, THE FRANCISCAN SISTERS OF CHICAGO AND OUR FOUNDRESS, MOTHER MARY THERESA DUDZIK, WE HAVE BEEN OF SERVICE TO THE NEEDY AND THE POOR FOR OVER 110 YEARS. THIS PROGRAM IS ONE OF THE WAYS WE REACH OUT SPECIFICALLY TO THOSE WHO NEED US THE MOST. ST MARY OF THE WOODS STRIVES TO PROVIDE THE GIFT OF CARE PROGRAM FOR APPLICANTS AND EXISTING RESIDENTS, WHO DEPARATELY NEED FINANCIAL ASSISTANCE WITH THE EXPENSES ASSOCIATED WITH OUR COMPASSIONATE SERVICES. DEPENDING ON THE INDIVIDUAL CIRCUMSTANCES, A PERSON MAY BE EITHER FULLY OR PARTIALLY SUPPORTED FINANCIALLY. CHARITY CARE PROVIDED BY ST MARY OF THE WOODS IN 2012AMOUNTED TO $16,000. Significant changes in program services Form 990, Part III, Line 3 FRANCISCAN COMMUNITIES ST. MARY OF THE WOODS ("ST. MARY OF THE WOODS") FILED FOR RELIEF UNDER CHAPTER 11 OF THE FEDERAL BANKRUPTCY LAWS ON NOVEMBER 21, 2011. WHILE UNDER CONTROL OF THE BANKRUPTCY COURT, ST. MARY OF THE WOODS EXECUTED THE SALE OF CERTAIN ASSETS AND LIABILITIES. THE PROCEEDS OF THE SALE WERE SUBJECT TO THE RULINGS OF THE BANKRUPTCY. THE ASSETS SOLD CONSISTED PRIMARILY OF ACCOUNTS RECEIVABLE, PROPERTY, PLANT, EQUIPMENT, OTHER CURRENT ASSETS. THE BUYER ASSUMED RESIDENCY AGREEMENT OBLIGATIONS AND CERTAIN EMPLOYEE BENEFIT LIABILITIES. EXCLUDED FROM THE SALE WERE CASH, DUE FROM/TO AFFILIATES, CERTAIN ACCOUNTS PAYABLE, CERTAIN ACCRUED SALARIES, AND TOLEDO-LUCAS COUNTY PORT AUTHORITY REVENUE BOND OBLIGATIONS. THE OBLIGATIONS UNDER THE NONRECOURSE DEBT OF ST. MARY OF THE WOODS WERE THE SOLE OBLIGATION OF THE ST. MARY OF THE WOODS. NEITHER THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("SERVICE CORPORATION"), THE SOLE CORPORATE MEMBER, NOR ANY OF ITS AFFILIATES WERE OBLIGATED UNDER ST. MARY OF THE WOOD'S DEBT. UPON FILING FOR BANKRUPTCY, THE SERVICE CORPORATION DECONSOLIDATED ST. MARY OF THE WOODS. THE ASSET PURCHASE AGREEMENT WAS DATED MARCH 7, 2012 AND THE TRANSACTION CLOSED ON MAY 22, 2012. THE FINAL DISMISSAL ORDER OF THE CHAPTER 11 CASE AND THE GRANTING OF CERTAIN RELIEF BY THE BANKRUPTCY COURT WAS DATED NOVEMBER 21, 2012. Family/business relationships amongst interested persons Form 990, Part VI, Section A, Line 2 JUDY AMIANO AND RONALD TINSLEY - BUSINESS RELATIONSHIP Classes of members or stockholders Form 990, Part VI, Section A, Line 6 THE SOLE CORPORATE MEMBER OF ST MARY OF THE WOODS IS THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"). THE MEMBERS OF FSCSC SHALL CONSIST OF THE GENERAL MINISTER AND THE MEMBERS OF THE GENERAL COUNCIL OF THE FRANCISCAN SISTERS OF CHICAGO. THE MEMBERS SHALL ACT IN A STEWARDSHIP CAPACITY AND ENSURE THAT ALL ACTIONS OF ST MARY OF THE WOODS ARE CONSISTENT WITH THE PURPOSES OF FSCSC AND THE ETHICAL AND RELIGIOUS PRINCIPLES OF THE FRANCISCAN SISTERS OF CHICAGO AND IN FURTHERANCE OF THEIR APOSTOLATES AND THE CATHOLIC CHURCH. Members or stockholders electing members of governing body Form 990, Part VI, Section A, Line 7a THE SOLE CORPORATE MEMBER, THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION, HAS THE RESERVED POWER TO APPOINT AND REMOVE DIRECTORS AND FILL VACANCIES ON THE BOARD OF DIRECTORS OF ST MARY OF THE WOODS. Decisions requiring approval by members or stockholders Form 990, Part VI, Section A, Line 7b THE MEMBER, THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"), SHALL HAVE THE FOLLOWING RESERVED POWERS: (A) TO APPROVE THE CORPORATION'S STRATEGIC PLANS, ANNUAL, OPERATING, CAPITAL AND CASH FLOW BUDGETS AND SIMILAR DOCUMENTS DEVELOPED BY THE BOARD. (B) GOVERNING DOCUMENT AMENDMENTS AND GOVERNANCE 1. TO APPROVE ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION, BYLAWS OR SIMILAR GOVERNING DOCUMENTS OF THE CORPORATION. 2. TO APPOINT AND REMOVE DIRECTORS AND FILL VACANCIES ON THE BOARD OF DIRECTORS. 3. TO APPOINT OR REMOVE THE CHAIRPERSON AND THE PRESIDENT/CEO OF ST MARY OF THE WOODS. (C) SIGNIFICANT ACTIONS. 1. TO APPROVE ANY MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION OF ST MARY OF THE WOODS, OR ANY AFFILIATE, OTHER THAN A MERGER OR CONSOLIDATION SOLELY BETWEEN EXISTING AFFILIATES. SUBJECT TO APPROVAL OF THE MEMBERS OF FSCSC. 2. TO APPROVE THE CREATION OF ANY NEW AFFILIATE OR ANY AFFILIATION SUBJECT TO APPROVAL OF THE MEMBERS OF FSCSC. 3. TO APPROVE THE ESTABLISHMENT, TERMINATION, TRANSFER OR OTHER ACQUISITION OR DISPOSITION OF A MAJOR MINISTRY, WORK OR SIMILAR PROGRAM BY ST MARY OF THE WOODS, OR ANY AFFILIATE. SUBJECT TO APPROVAL OF THE MEMBERS OF FSCSC. 4. TO APPROVE THE PURCHASE, SALE, DONATION, LEASE, MORTGAGE, OR ANY OTHER ACQUISITION, DISPOSITION OR ENCUMBRANCE OF ANY ASSETS OF ST MARY OF THE WOODS, OR ANY AFFILIATE, OVER THE AMOUNT SET BY THE MEMBERS FROM TIME TO TIME. SUBJECT TO APPROVAL OF THE MEMBERS OF FSCSC. 5. TO APPROVE THE INCURRENCE OF INDEBTEDNESS, OR THE GUARANTEE OF INDEBTEDNESS OF ANY PERSON, BY ST MARY OF THE WOODS OR ANY AFFILIATE OVER AN AMOUNT SPECIFIED BY THE MEMBERS FROM TIME TO TIME. 6. TO ESTABLISH DOLLAR LIMITS BELOW WHICH ST MARY OF THE WOODS MAY AUTHORIZE FINANCIAL EXPENDITURES, INCLUDING CONTRACTS INVOLVING SUCH EXPENDITURES. 7. TO ESTABLISH DOLLAR LIMITS BELOW WHICH ST MARY OF THE WOODS MAY AUTHORIZE LITIGATION SETTLEMENTS OR ANY RELEASE OR CANCELLATION BY ST MARY OF THE WOODS OF A CLAIM OR RIGHT OF ACTION AGAINST ANOTHER PARTY. 8. TO APPROVE COMPLIANCE PLANS, ACCOUNTING, INVESTING AND HUMAN RESOURCES POLICIES, EMPLOYEE PENSION AND OTHER BENEFIT PROGRAMS AND OTHER MATTERS TO THE EXTENT DETERMINED APPROPRIATE BY THE FSCSC. 9. TO APPROVE ETHICISTS, AUDITORS, LEGAL COUNSEL AND OTHER SIGNIFICANT CONSULTANTS OF ST MARY OF THE WOODS. 10. TO ESTABLISH COMPENSATION RANGES FOR EMPLOYEES OF ST MARY OF THE WOODS, TO THE EXTENT DEEMED APPROPRIATE. Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b MANAGEMENT PRESENTED A FINAL DRAFT OF THE COMPLETED FORM 990 TO THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS PRIOR TO ITS FILING WITH THE INTERNAL REVENUE SERVICE. Conflict of interest policy Form 990, Part VI, Section B, Line 12c AS PROVIDED FOR IN THE CONFLICT OF INTEREST POLICY, IT IS THE RESPONSIBILITY OF THE BOARD OR COMMITTEE CHAIR TO ENSURE THAT EACH DIRECTOR, OFFICER, AND MEMBER OF A BOARD COMMITTEE ANNUALLY SIGNS AN FSCSC APPROVED CONFLICT OF INTEREST DISCLOSURE STATEMENT. COPIES OF ALL SIGNED STATEMENTS ARE FORWARDED TO THE CORPORATE DIRECTOR OF COMPLIANCE AND STANDARDS. KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT THAT IS REVIEWED BY THEIR DIRECT SUPERVISOR. POTENTIAL CONFLICTS OF INTEREST OF BOARD MEMBERS ARE BROUGHT TO THE ATTENTION OF THE BOARD CHAIR. AFTER DISCUSSION WITH THE INTERESTED PERSON, HE OR SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE A DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED ON. PROPOSED TRANSACTIONS WITH INTERESTED PERSONS OF THE BOARD OF DIRECTORS OR COMMITTEES REQUIRES THE APPROVAL OF THE BOARD PRIOR TO ENTERING INTO THE PROPOSED TRANSACTION OR ARRANGEMENT. THE INTERESTED PERSON SHALL NOT BE PRESENT DURING THE PRESENTATION OR THE VOTE ON THE PROPOSED TRANSACTION OR ARRANGEMENT. KEY EMPLOYEES, OFFICERS AND HIGHEST COMPENSATED EMPLOYEES ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT THAT IS REVIEWED BY THEIR DIRECT SUPERVISOR. THE SUPERVISOR WILL WORK WITH THE COMPLIANCE OFFICER AND POSSIBLY HUMAN RESOURCES IN TAKING APPROPRIATE STEPS TO ADDRESS THE POTENTIAL. EXECUTIVE COMPENSATION FORM 990, PART VI, LINE 15A ST. MARY OF THE WOODS' TOP MANAGEMENT OFFICIAL IS PAID BY THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"), A RELATED TAX-EXEMPT ORGANIZATION. THE BOARD OF DIRECTORS OF FSCSC HAS ADOPTED AN EXECUTIVE COMPENSATION PHILOSOPHY TO ENABLE FSCSC TO RECRUIT, RETAIN, DEVELOP AND MOTIVATE CAPABLE AND COMMITTED EXECUTIVE LEADERS ESSENTIAL TO SUSTAINING ITS MISSION AND ACHIEVING ITS VISION AND ORGANIZATIONAL GOALS. THE BOARD OF DIRECTORS APPOINTED AN EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD TO MEET THIS RESPONSIBILITY. THE EXECUTIVE COMPENSATION COMMITTEE WILL CONTINUALLY MONITOR THE COMPENSATION STRATEGY TO REFLECT CHANGES IN MARKET CONDITIONS AND EXECUTIVE NEEDS. THIS STRATEGY AND THE REWARD ELEMENTS SERVE AS A "ROAD MAP" FOR THE ON-GOING ADMINISTRATION OF THE COMPENSATION PROGRAMS. THE BOARD HAS ADOPTED A PHILOSOPHY OF VIEWING EXECUTIVE COMPENSATION IN ITS TOTALITY, CONSIDERING ALL REWARD ELEMENTS - BOTH EXTRINSIC AND INTRINSIC, PROVIDED TO EXECUTIVES THE EXECUTIVE COMPENSATION COMMITTEE MAKES THE RECOMMENDATION ON THE COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER AND PRESIDENT WITH FINAL APPROVAL FROM THE SPONSOR BOARD AND THE FSCSC BOARD OF DIRECTORS. THE ANNUAL REVIEW PROCESS FOR DETERMINING THE APPROPRIATE COMPENSATION OF THE TOP MANAGEMENT OFFICIAL INCLUDES: 1. OBTAINING AND ANALYZING COMPARABLE COMPENSATION DATA FOR SIMILAR PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS IN SIMILAR ORGANIZATIONS. 2. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS. 3. THE PROCESS OF OBTAINING COMPARABLE COMPENSATION DATA, AS OUTLINED ABOVE, WAS LAST PERFORMED IN FEBRUARY 2010. EXECUTIVE COMPENSATION FORM 990, PART VI, LINE 15B ST. MARY OF THE WOODS' OTHER OFFICERS ARE PAID BY THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"), A RELATED TAX-EXEMPT ORGANIZATION. FSCSC'S CHIEF EXECUTIVE OFFICER AND PRESIDENT, MAKES RECOMMENDATIONS TO THE EXECUTIVE COMPENSATION COMMITTEE FOR THE ESTABLISHEMENT OF SALARY RANGES AND SALARIES FOR THE CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER OF THE ORGANIZATION WITH FINAL APPROVAL FROM THE FSCSC BOARD OF DIRECTORS. THE VICE PRESIDENT OF HUMAN RESOURCES IS RESPONSIBLE FOR MAKING RECOMMENDATIONS AND ESTABLISHING COMPENSATION RANGES FOR THE POSITIONS OF VICE PRESIDENT OF MINISTRY DEVELOPMENT; VICE PRESIDENT OF HUMAN RESOURCES; VICE PRESIDENT OF MISSION INEGRATION AND PASTORAL CARE AND VICE PRESIDENT OF CLINICAL SERVICES, WITH THE APPROVAL OF THE CHIEF EXECUTIVE OFFICER AND PRESIDENT. FSCSC'S VICE PRESIDENT OF HUMAN RESOURCES HAS THE RESPONSIBILITY TO ESTABLISH COMPENSATION RECOMMENDATIONS FOR THE ORGANIZATION'S OTHER KEY EMPLOYEES. THE PROCESS FOR DETERMINING THE APPROPRIATE COMPENSATION OF EACH POSITION INCLUDES: 1. HUMAN RESOURCE DEPARTMENT OBTAINS AND ANALYZES COMPARABLE COMPENSATION DATA FOR SIMILAR PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS IN SIMILAR ORGANIZATIONS. THE PROCESS OF OBTAINING COMPARABLE COMPENSATION DATA WAS LAST PERFORMED IN 2010. 2. CHIEF EXECUTIVE OFFICER AND PRESIDENT REVIEWS AND MAKES FINAL APPROVAL OF COMPENSATION RANGES AND SALARIES. 3. APPROVED COMPENSATION IS SHARED WITH THE EXECUTIVE COMPENSATION COMMITTEE. 4. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS. Average number of hours devoted per week to related organization Form 990, Part VII, Section A, Column B THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC") IS THE SOLE CORPORATE MEMBER OF FRANCISCAN COMMUNITIES, INC., UNIVERSITY PLACE, INC., FRANCISCAN COMMUNITIES ST. MARY OF THE WOODS, INC., FRANCISCAN COMMUNITIES VILLA DE SAN ANTONIO,INC., THE CLARE AT WATER TOWER, INC., FRANCISCAN COMMUNITY SERVICES, INC., FRANCISCAN COMMUNITY BENEFIT SERVICES, INC., ST. JUDE HOUSE, INC., ST. JOSEPH SENIOR HOUSING, INC., AND SAMC, INC.. THE PURPOSE OF FSCSC IS TO PROVIDE PROGRAM AND ADMINISTRATIVE SUPPORT FOR ITS AFFILIATES INCLUDING OPERATIONAL OVERSIGHT, FINANCIAL MANAGEMENT, TREASURY MANAGEMENT, INFORMATION TECHNOLOGY, COMPLIANCE, MARKETING, HUMAN RESOURCES, RESIDENT SERVICES, AND CONSTRUCTION AND DEVELOPMENT MANAGEMENT. FSCSC IS THE PAYMASTER FOR THE OFFICERS AND KEY EMPLOYEES THAT PROVIDE THESE SERVICES. THE AVERAGE HOURS PER WEEK IDENTIFIED IN PART VII REFLECT THE TOTAL HOURS SPENT ON ALL AFFILIATES. Other changes in net assets or fund balances Form 990, Part XI, Line 5 NET UNREALIZED GAINS (LOSSES) ON INVESTMENTS - 52801; UNRESTRICTED NET ASSET TRANSFER - 3553; CHAPTER 11 NET RELIEF OF OBLIGATIONS - 17829015; PRIOR PERIOD ADJUSTMENT - IMPAIRMENT - 9949985; PRIOR PERIOD ADJUSTMENT FORM 990, PART XI, LINE 5 THE 2010 990 WAS PREPARED AND SUBMITTED PRIOR TO THE FINALIZATION OF THE FISCAL YEAR 2011 AUDIT. AN AUDIT ADJUSTMENT WAS DONE IN THE AMOUNT OF $9,949,985 FOR THE IMPAIRMENT OF THE ASSETS AS OF JUNE 30, 2011. ST MARY OF THE WOODS FILED FOR RELIEF UNDER CHAPTER 11 OF THE FEDERAL BANKRUPTCY LAWS ON NOVEMBER 21, 2011. WHILE UNDER THE CONTROL OF THE BANKRUPTCY COURT, ST MARY OF THE WOODS EXECUTED THE SALE OF CERTAIN ASSETS AND LIABILITIES. THE PROCEEDS OF THE SALE ARE SUBJECT TO THE RULINGS OF THE BANKRUPTCY COURT. FINANCIAL STATEMENT AND REPORTING FORM 990, PART XII, LINE 2B FRANCISCAN COMMUNITIES ST. MARY OF THE WOODS ("ST. MARY OF THE WOODS") FILED FOR RELIEF UNDER CHAPTER 11 OF THE FEDERAL BANKRUPTCY LAWS ON NOVEMBER 21, 2011. WHILE UNDER CONTROL OF THE BANKRUPTCY COURT, ST. MARY OF THE WOODS WAS NOT REQUIRED TO FILE AUDITED FINANCIAL STATEMENTS. UPON FILING FOR BANKRUPTCY, THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("SERVICE CORPORATION") DECONSOLIDATED ST. MARY OF THE WOODS. THEREFORE, ST. MARY OF THE WOODS WAS NO LONGER INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF THE SERVICE CORPORATION. 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