2019-11-15T07:31:35-06:00 2018-12-31 560747981 DIXON HUGHES GOODMAN LLP 500 RIDGEFIELD COURT ASHEVILLE NC 28806 990 2018-01-01 237320638 METHODIST HEALTHCARE FOUNDATION METH 9015160500 1211 UNION AVENUE NO 450 MEMPHIS TN 38104 CHUCK LANE CFO 9015160500 2019-11-14 1 AMY BIBBY P00445891 8282542254 24.241.144.70 2019-11-14 16:03:18 ES 1307172019288033ce40 2019-10-15 P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 083993E8E059FCB3C563BE1594239D73DD9572BD 2018 2020-03-31 21:24:44Z X PAULA JACOBSON 1211 UNION AVENUE NO 450 MEMPHIS TN 38104 6456702 0 X WWW.METHODISTHEALTH.ORG/GIVE X 1974 TN PHILANTHROPIC ACTIVITIES AWARDING GRANTS AND SCHOLARSHIPS FOR PROGRAMS AND PROJECTS. 14 13 11 230 0 0 5851870 5421356 0 0 460081 912564 -271308 -293260 6040643 6040660 5059420 25796134 0 0 839225 944895 0 0 307515 396236 352065 6294881 27093094 -254238 -21052434 40567460 22374903 428749 4509574 40138711 17865329 X TO SUPPORT METHODIST LE BONHEUR HEALTHCARE BY INVITING COMMUNITY PHILANTHROPIC PARTNERS TO INVEST IN THE PARTS OF OUR MISSION THAT DEMAND ENHANCEMENTS IN RESEARCH, FACILITY OR PROGRAMS. THE FOUNDATION INVITES ITS PARTNERS TO BUILD THE CAPACITY OF THE HEALTHCARE SYSTEM BY COMMUNICATING THE BOLD FAITH OF OUR FOUNDERS AND EXPANSIVE VISION OF A MORE FULL AND HEALTHY LIFE FOR THE COMMUNITIES WE SERVE. 0 0 25796223 25796134 TO SUPPORT THE LIFE OF MLH BY INVITING COMMUNITY PHILANTHROPIC PARTNERS TO INVEST IN THE PARTS OF OUR MISSION THAT DEMAND ENHANCEMENTS IN RESEARCH, FACILITY OR PROGRAMS. COMMUNICATING THE BOLD FAITH OF OUR FOUNDERS AND EXPANSIVE VISION OF A MORE FULL AND HEALTHY LIFE FOR THE COMMUNITIES WE SERVE. 1. THE FOUNDATION RAISES FUNDS TO BENEFIT AND STRENGTHEN THE METHODIST LE BONHEUR HEALTHCARE PROGRAMS, FACILITIES, AND CENTERS OF EXCELLENCE. FUNDS RAISED ENHANCE AND STRENGTHEN CLINICAL AND RESEARCH INITIATIVES, UNDERWRITE COSTS FOR FACILITIES, TECHNICIANS AND EQUIPMENT, AND BRIDGE THE GAP BETWEEN WHAT HOSPITAL CHARGES COVER AND WHAT IS NECESSARY TO STAY ON THE CUTTING EDGE OF MEDICAL SCIENCE.2. WE RAISE FUNDS TO PROVIDE EDUCATIONAL OFFERINGS TO CONGREGATIONAL MEMBERS BOTH INSIDE THE OVER 500 CONGREGATIONS IN OUR CONGREGATIONAL HEALTH NETWORK, WITHIN OUR HOSPITAL LOCATIONS, AND THROUGHOUT THE COMMUNITY. TRAINING IN END OF LIFE CARE, CHRONIC DISEASE SELF-MANAGEMENT, HOSPITAL VISITATION AND OTHER TOPICS IS PROVIDED. FOCUS WAS BROUGHT TO THESE AREAS OF MEDICAL HARDSHIP IN PARTICULAR:A. PROVIDING ACCESS TO BREAST CANCER SCREENING AND CARE TO UNDERSERVED WOMEN. RESEARCH INDICATES THAT AFRICAN AMERICAN WOMEN IN MEMPHIS ARE TWICE AS LIKELY TO DIE FROM BREAST CANCER AS CAUCASIAN WOMEN. THE FOUNDATION RECEIVED FUNDING FROM KOMEN FOR THE CURE TO HELP UNDERSERVED WOMEN RECEIVE SCREENINGS. WE RECEIVED OUR 8TH CONSECUTIVE YEAR OF FUNDING TO SUPPORT OUR EFFORTS TO NAVIGATE UNDERSERVED WOMEN TO BREAST HEALTH RESOURCES IN ORDER TO PROMOTE PREVENTION AND EARLIER DETECTION OF BREAST CANCER AMONG UNDERSERVED AND MINORITY POPULATIONS. DURING THE 2018 GRANT YEAR THIS FUNDING SUPPORTED THE NAVIGATION OF 350 COMMUNITY MEMBERS AND PAID FOR 242 BREAST MAMMOGRAPHY SCREENINGS (75 OF WHICH TOOK PLACE ON THE MOBILE MAMMOGRAPHY BUS), 87 DIAGNOSTIC EXAMS, AND PROVIDED TRANSPORTATION ASSISTANCE TO 20 WOMEN.B. HELPING INDIVIDUALS IN UNDERSERVED COMMUNITIES RECEIVE BETTER HEALTHCARE. THE FOUNDATION IS FOCUSING ON IMPROVING HEALTHCARE IN THE 38109 ZIP CODE BY PROVIDING PREVENTIVE HEALTH SCREENINGS, INFORMATION SHARING, EDUCATION, AND SUPPORT FROM NAVIGATORS. WE CONTINUED TO PROVIDE WELLNESS WITHOUT WALLS HEALTH SCREENING AND EDUCATION/HEALTH AWARENESS ACTIVITIES DURING 2018, BOTH AT RIVERVIEW COMMUNITY CENTER AND IN CONGREGATIONAL AND COMMUNITY HEALTH ORGANIZATIONAL SETTINGS IN THE 8109 ZIP CODE. WE SAW THE ABILITY TO EXPAND OUR IMPACT THROUGH PARTNERSHIPS.3. THE METHODIST FOUNDATION RAISES FUNDS TO SUPPORT OUR COMPREHENSIVE HOSPICE PROGRAMS. PRIORITY COMPONENTS OF THE PROGRAM INCLUDE A HOSPICE RESIDENCE WHICH PROVIDES RESIDENTIAL HOSPICE CARE FOR THOSE PATIENTS WHO CANNOT STAY IN THEIR HOMES AT THE END OF THEIR LIVES. OUR HOSPICE PROGRAM, WHICH INCLUDES IN-HOME, NURSING HOME, AND RESIDENTIAL HOSPICE CAR, PROVIDES COMPREHENSIVE CLINICAL, PALLIATIVE, SPIRITUAL AND SOCIAL SUPPORT CARE FOR OUR PATIENTS AND THEIR FAMILIES. IT IS PART OF ALLIANCE HEALTH SERVICES, INC., A 501C3 (EIN 62-084112), AND SUBSIDIARY OF METHODIST LE BONHEUR HEALTHCARE. THE FOUNDATION RAISES FUNDS TO BENEFIT AND STRENGTHEN THE METHODIST LE BONHEUR HEALTHCARE PROGRAMS AND CENTERS OF EXCELLENCE. FUNDS RAISED ENHANCE AND STRENGTHEN CLINICAL AND RESEARCH INITIATIVES, UNDERWRITE COSTS FOR FACILITIES, TECHNICIANS, AND EQUIPMENT AND BRIDGE THE GAP BETWEEN WHAT HOSPITAL CHARGES COVER AND WHAT IS NECESSARY TO STAY ON THE CUTTING EDGE OF MEDICAL SCIENCE. MANY YEARS AGO, THE METHODIST FOUNDATION ESTABLISHED "THE HUMANITARIAN FUND" WHICH HELPS ASSOCIATES IN TIMES OF CRISIS (I.E., FIRE, CRIME, DEATH). IN 2018, THE FOUNDATION PROVIDED $406,559 IN SUPPORT OF HUNDREDS OF ASSOCIATES.IN 2018, THE FOUNDATION AWARDED 18 COLLEGE SCHOLARSHIPS TOTALING $19,500 TO ASSOCIATE DEPENDENTS TO PURSUE A CAREER IN A HEALTH-RELATED FIELD.WE CONTINUE TO PROVIDE MENTAL HEALTH (DEPRESSION, ANXIETY, SUICIDE) INFORMATION AND SUPPORT SERVICES THROUGH THE DENNIS H. JONES LIVING WELL NETWORK. 25796223 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 0 0 0 1 1 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 203 0 1 11 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 14 13 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 TN X X RICK HETHERINGTON 9015160656 1211 UNION AVENUE SUITE 600 MEMPHIS TN 38104 ROSHUN AUSTIN CHAIRMAN 2.00 2.00 X X 0 0 0 NICHOLAS BRAGORGOS VICE CHAIRMAN 2.00 2.00 X X 0 0 0 DR JASON CHANDLER SECRETARY 2.00 2.00 X X 0 0 0 MARY PELUSO CONLEY BOARD DIRECTOR 2.00 2.00 X 0 0 0 MICHAEL DRAKE BOARD DIRECTOR 2.00 2.00 X 0 0 0 J W GIBSON II BOARD DIRECTOR 2.00 2.00 X 0 0 0 LARRY JENSEN BOARD DIRECTOR 2.00 2.00 X 0 0 0 YVONNE MADLOCK BOARD DIRECTOR 2.00 2.00 X 0 0 0 WILSON MOORE BOARD DIRECTOR 2.00 2.00 X 0 0 0 JAMES R PARKER BOARD DIRECTOR 2.00 2.00 X 0 0 0 DEMETRI PATKIAS BOARD DIRECTOR 2.00 2.00 X 0 0 0 REV SHANE STANFORD BOARD DIRECTOR 2.00 2.00 X 0 0 0 KURT TAUER BOARD DIRECTOR 2.00 2.00 X 0 0 0 PAULA JACOBSON FOUNDATION PRESIDENT 40.00 X X 314844 0 34108 CHRIS MCLEAN TREASURER 2.00 48.00 X X 0 1622645 195622 LORI KESSLER ADMIN. DIR. MED EDUC. & RESEARCH 40.00 X 168009 0 42472 ROBERT PLUNK DIRECTOR, CORP. DEVELOPMENT 40.00 X 118358 0 26174 ZACHARY PRETZER DIR. OF MAJOR GIFTS 40.00 X 126693 0 23062 727904 1622645 321438 4 0 1 0 0 743099 4678257 5421356 912564 912564 122782 743099 416042 -293260 -293260 6040660 0 0 619304 25311266 25311266 484868 484868 348950 174475 174475 417150 353660 63490 54103 54103 74047 74047 50645 89 32635 17921 23618 912 22706 2600 2100 500 62983 47385 15598 46738 46738 1979 1979 6387 602 5785 10503 4263 6240 2396 2396 123 123 MISCELLANEOUS EXPENSE 194738 193938 800 27093094 25796223 989356 307515 77667 70661 2761804 2282370 84545 77580 9361 6965 28277893 14721465 8468523 4443171 972212 850271 40567460 22374903 404709 478573 24040 4031001 428749 4509574 X 25444674 3102154 14694037 14763175 40138711 17865329 40567460 22374903 -21052434 -1220948 0 X X 0 1 X 1 1 1 X X 4 METHODIST HEALTHCARE - MEMPHIS HOSPITALS 620479367 3 1 21094398 0 ALLIANCE HEALTH SERVICES INC 620841121 10 1 216440 0 METHODIST LE BONHEUR COMMUNITY OUTREACH 621251288 7 0 95403 0 METHODIST HEALTHCARE - OLIVE BRANCH HOSPITAL 640889822 3 0 6533 0 4 21412774 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 14694039 1436111 -201914 19500 1145558 14763178 14409777 1431695 641475 20000 1768908 14694039 12389017 1907889 1391076 21000 1257205 14409777 13349233 901910 -109171 23000 1729954 12389017 12065202 2698285 287088 23000 1678342 13349233 1.00000 0 0 3854 2014 1840 80691 75566 5125 6965 HEDGE FUND OF FUNDS-LONG/SHORT EQUITY 582678 F PRIVATE REAL ESTATE COMINGLED FUND 1193350 F COMINGLED EQUITY SECURITIES 2667143 F 4443171 DUE TO AFFILIATES 4031001 4031001 X 5235754 -1220948 416042 -804906 6040660 0 6040660 27509136 416042 416042 27093094 0 27093094 PART V, LINE 4: THE FOUNDATION RECEIVED A LIMITED AMOUNT OF DONOR-RESTRICTED ENDOWMENT FUNDING AND DOES NOT MAINTAIN ANY BOARD-DESIGNATED ENDOWMENTS. IN ALL MATERIAL RESPECTS, INCOME FROM THE DONOR RESTRICTED ENDOWMENT FUNDS IS ITSELF RESTRICTED TO SPECIFIC DONOR-DIRECTED PURPOSES, AND IS THEREFORE ACCOUNTED FOR WITHIN TEMPORARILY RESTRICTED NET ASSETS UNTIL EXPENDED IN ACCORDANCE WITH THE DONOR'S WISHES. FOUNDATION FUNDS ARE INVESTED IN SECURITIES THAT, FROM TIME TO TIME, CAN EXPERIENCE DROPS IN MARKET VALUATIONS. WHILE OUR INVESTMENT POLICIES ARE CONSERVATIVE AND STRIVE TO PROTECT PRINCIPAL AND CORPUS, THERE IS NO ASSURANCE THAT THE ABSOLUTE VALUE OF FUNDS CANNOT DROP BELOW ORIGINAL VALUE DURING TIMES OF SEVERE MARKET DROPS. PART X, LINE 2: THE ORGANIZATION CONSOLIDATES ITS AUDIT WITH ITS CORPORATE PARENT AND OTHER SUBSIDIARIES OF THE PARENT. THE FOLLOWING STATEMENT REFLECTS THE FIN 48 FOOTNOTE OF THE CONSOLIDATED GROUP. THE INTERNAL REVENUE SERVICE HAS DETERMINED THAT THE SYSTEM AND ALL OF THE NONPROFIT AFFILIATES FOR WHICH THE SYSTEM OR ITS BOARD OF DIRECTORS IS CONTROLLING MEMBER ARE EXEMPT FROM FEDERAL INCOME TAX UNDER INTERNAL REVENUE CODE (IRC) SECTION 501(A) AS ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3). AS QUALIFIED TAX-EXEMPT ORGANIZATIONS, THE SYSTEM'S NONPROFIT AFFILIATES MUST OPERATE IN CONFORMITY WITH THE IRC TO MAINTAIN THEIR TAX-EXEMPT STATUS. INCOME TAX FROM THE OPERATIONS OF THE SYSTEM'S WHOLLY OWNED FOR-PROFIT SUBSIDIARY, AMBULATORY OPERATIONS, INC., AND ITS SUBSIDIARIES IS NOT SIGNIFICANT. THE SYSTEM APPLIES FASB ASC TOPIC 740 (TOPIC 740), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. TOPIC 740 CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAX POSITIONS AND PROVIDES GUIDANCE ON WHEN TAX POSITIONS ARE RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS AND HOW THE VALUES OF THESE POSITIONS ARE DETERMINED. THERE HAS BEEN NO IMPACT ON THE SYSTEM'S COMBINED FINANCIAL STATEMENTS AS A RESULT OF TOPIC 740. PART XI, LINE 2D - OTHER ADJUSTMENTS: DIRECT FUNDRAISING EXPENSES 416,042. PART XII, LINE 2D - OTHER ADJUSTMENTS: DIRECT FUNDRAISING EXPENSES 416,042. X X X X X X 1 EDMOND BLAKE 3797 FALLING ACORN LANE 104 MEMPHIS TN 38125 FUNDRAISING 0 85685 22706 62979 85685 22706 62979 AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY PARTY OF THE CENTURY 485574 435840 49734 2553 93175 63693 12895 30101 NIGHT LIFE FOR HOSPICE 185915 148165 37750 4047 25422 12189 26293 4210 4 194392 159094 35298 19769 53599 22294 26869 18933 865881 743099 122782 26369 172196 98176 66057 53244 416042 -293260 1 ALLIANCE HEALTH SERVICES INC 6400 SHELBY VIEW SUITE 101 MEMPHIS TN 38104 620841121 501(C)(3) 216440 VARIOUS PROGRAMS AND OPERATIONAL SUPPORT METHODIST HEALTHCARE - MEMPHIS HOSPITALS 1265 UNION AVE MEMPHIS TN 38104 620479367 501(C)(3) 21094398 CAPITAL ACQUISITION UNIVERSITY OF TENNESSE FOUNDATION 600 HENLEY ST SUITE 100 KNOXVILLE TN 37996 621844686 501(C)(3) 184139 THORACIC FELLOWSHIP AND SCHOLARSHIP CAMPBELL CLINIC FOUNDATION 1211 UNION SUITE 500 MEMPHIS TN 38104 620548038 501(C)(3) 130210 CLINIC SUPPORT SEMMES MURPHEY FOUNDATION 6325 HUMPHREYS BLVD MEMPHIS TN 38120 383790195 501(C)(3) 388367 ENDOVASCULAR FELLOWSHIP UT WEST INSTITUTE FOR CANCER RESEARCH 7945 WOLF RIVER BLVD GERMANTOWN TN 38138 471358542 501(C)(3) 156637 CANCER FUNDRAISING METHODIST HEALTHCARE - OLIVE BRANCH HOSPITAL 4250 BETHEL RD OLIVE BRANCH MS 38654 640889822 501(C)(3) 6533 AUXILIARY FUNDING METHODIST LE BONHEUR COMMUNITY OUTREACH 600 JEFFERSON AVE MEMPHIS TN 38104 621251288 501(C)(3) 95403 OPERATIONAL SUPPORT 8 COLLEGE SCHOLARSHIPS 18 19500 THE HUMANITARIAN FUND - ASSISTANCE IN TIMES OF CRISIS 465368 PART I, LINE 2: THE GRANT REVIEW COMMITTEE (GRC) OF THE METHODIST HEALTHCARE FOUNDATION (MHF) BIANNUALLY ASSESSES PROPOSALS, IN THE FORMAT PROVIDED AS PART OF ITS GRANT APPLICATION PACKET, FOR FUNDING. PROJECTS ARE FUNDED BASED ON A STANDARD ADMINISTRATION PROCESS ESTABLISHED BY THE GRC. ADDITIONALLY, FUNDED PROJECTS INCLUDE THOSE THAT FIT CURRENT GRANT MAKING PRIORITIES OF METHODIST LE BONHEUR HEALTHCARE (MLH). GRANT APPLICATION PROCESS: 1. ELIGIBILITY CRITERIA. TO BE ELIGIBLE FOR THE GRANT, THE APPLICANT MUST FOCUS ON CLINICAL RESEARCH OR HEALTH OUTCOMES RELATED TO THE MISSION, GOALS AND STRATEGIC PLAN OF MLH, BE A MEMBER OF AN MLH MEDICAL STAFF IN GOOD STANDING, AND HAVE RECEIVED APPROPRIATE ADMINISTRATIVE OR INSTITUTIONAL REVIEW BOARD APPROVAL, IF APPLICABLE. 2. GRANT MAKING PRIORITIES. THE GRC FUNDS PROJECTS OF MANY TYPES, INCLUDING RESEARCH. THE GRC WILL GIVE PRIORITY TO PROJECTS THAT FIT THE MISSION AND GOALS OF MLH. THE GRANT AWARD PROGRAM PROVIDES SUPPORT TO GROUPS AND INDIVIDUALS THAT COMPLEMENT THE WORK CONDUCTED IN AREAS OF MOST INTEREST TO MLH, SPECIFICALLY NEUROSCIENCE, TRANSPLANTATION, CANCER, PATIENT SAFETY, QUALITY OF CARE, AND NURSING EXCELLENCE AND EDUCATION. DUE TO THE HIGH LEVEL OF COMPETITION FOR PHILANTHROPIC RESOURCES, SOME TYPES OF PROJECTS ARE NOT SUPPORTED AS A MATTER OF GENERAL POLICY. THE FOLLOWING IS A LIST OF ACTIVITIES THAT ARE NOT SUPPORTED BY THE GRANT REVIEW PROCESS OF THE FOUNDATION: - BASIC SCIENCE - ONGOING GENERAL OPERATING EXPENSES OR EXISTING DEFICITS - INDIRECT COSTS - POLITICAL CONTRIBUTIONS - PROJECTS IN CONFLICT WITH THE MISSION STATEMENT OF MLH - PROJECTS IN CONFLICT WITH THE SOCIAL PRINCIPLE OF THE UNITED METHODIST CHURCH ADDITIONALLY, THE GRC RARELY AWARDS GRANTS FOR: - CONFERENCES OR SYMPOSIA (UNLESS THEY ARE CLEARLY RELATED TO THE FOUNDATION'S GOALS AND PRIORITIES) - PUBLICATIONS OR MEDIA PROJECTS, EXCEPT THOSE THAT GROW OUT OF ONE OF OUR GRANT PROGRAMS 0 1 0 0 0 0 0 1 0 PAULA JACOBSON FOUNDATION PRESIDENT 224019 0 35470 0 55355 0 27063 0 7045 0 348952 0 0 0 CHRIS MCLEAN TREASURER 0 674058 0 615194 0 333393 0 173274 0 22348 0 1818267 0 279625 LORI KESSLER ADMIN. DIR. MED EDUC. & RESEARCH 156265 0 10321 0 1423 0 21289 0 21183 0 210481 0 0 0 PART I, LINE 3 THE BOARD OF METHODIST LE BONHEUR HEALTHCARE, A RELATED ORGANIZATION AND CORPORATE OVERSIGHT ENTITY, CONDUCTS THE FOLLOWING METHODS TO ESTABLISH COMPENSATION FOR ITS OFFICERS AND KEY EMPLOYEES: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - FORM 990 OF OTHER ORGANIZATIONS - WRITTEN EMPLOYMENT CONTRACT - COMPENSATION STUDY / SURVEY - APPROVAL BY THE BOARD / COMPENSATION COMMITTEE PART I, LINE 4B THE PURPOSE OF THE METHODIST LE BONHEUR HEALTHCARE CONSOLIDATED EXECUTIVE DEFERRED COMPENSATION PLAN IS TO PROVIDE RETIREMENT BENEFITS FOR CERTAIN EXECUTIVE LEVEL EMPLOYEES IN ADDITION TO THE BENEFITS PROVIDED THROUGH THE OTHER RETIREMENT PLANS THAT ARE SPONSORED BY THE COMPANY. IT IS INTENDED THAT THIS PLAN COMPLY WITH INTERNAL REVENUE CODE SECTION 457(F) AND QUALIFY FOR THE SHORT TERM DEFERRAL EXCEPTION TO CODE SECTION 409A. UNDER THE PLAN, CORPORATE EXECUTIVES AT OR ABOVE THE VICE PRESIDENT LEVEL ARE ELIGIBLE TO RECEIVE EXECUTIVE DEFERRED COMPENSATION CREDITS DEPENDING ON THEIR POSITION CLASSIFICATION [6%,8%,10%,12%, 15%, 25%OF BASE SALARY]. EACH PLAN YEAR, THE EXECUTIVE MUST ELECT A DEFERRED VESTING DATE TO BE APPLIED TO THE DEFERRED COMPENSATION CREDIT THAT WILL BE EARNED IN THAT PLAN YEAR. THE DEFERRED VESTING DATE IS SUBJECT TO A VESTING SCHEDULE THAT REQUIRES A MINIMUM DEFERRAL OF 5 YEARS TO BECOME VESTED. UPON REACHING AGE 55, THE MINIMUM DEFERRAL IS REDUCED TO 3 YRS. UPON REACHING AGE 60, THE MINIMUM DEFERRAL IS REDUCED TO 2 YRS. AT AGE 64, A CASH EQUIVALENT IS PROVIDED TO THE EXECUTIVE AND NO ADDITIONAL DEFERRALS ARE MADE UNDER THIS PLAN. THE PLAN IS UNFUNDED WITH ALL BENEFITS PAID FROM THE COMPANY'S GENERAL ASSETS. HOWEVER, THE EXECUTIVE IS ALLOWED TO DIRECT THE INVESTMENTS OF HIS DEFERRED COMPENSATION CREDIT IN A MENU OF INVESTMENT ALTERNATIVES MADE AVAILABLE BY THE COMPANY. UPON VESTING, A DISTRIBUTION IS PROVIDED LESS APPLICABLE TAX. IN THE CASE OF A VOLUNTARY TERMINATION OF EMPLOYMENT BY THE EXECUTIVE OR INVOLUNTARY TERMINATION OF EMPLOYMENT FOR CAUSE BY THE COMPANY, THE NON-VESTED FUNDS ARE FORFEITED. ACCELERATED VESTING (100%) IS ALLOWED UPON DEATH, DISABILITY OR AN INVOLUNTARY TERMINATION BY THE COMPANY WITHOUT CAUSE. ALLOCATIONS TO THE 457(F) PLAN FOR THE YEAR INCLUDE THE FOLLOWING: $94,156 - CHRISTOPHER MCLEAN IN ADDITION, THE FOLLOWING INDIVIDUALS RECEIVED 457(F) PAYOUTS. THIS AMOUNT REPRESENTS THE FULLY VESTED PORTION PURSUANT TO THE 457(F) PLAN. THIS AMOUNT WAS REFLECTED IN COLUMN (C) ON THE PRIOR YEARS FORM 990 AS REQUIRED. PAYOUTS FROM THE PLAN FOR THE YEAR INCLUDE THE FOLLOWING: $207,046 - CHRISTOPHER MCLEAN IN ADDITION, EXECUTIVES RECEIVED AN EXECUTIVE RETIREMENT LUMP SUM PAYOUT. ONCE AN EXECUTIVE REACHES THE AGE OF 64 THEN THEY ARE NO LONGER ELIGIBLE TO PARTICIPATE IN THE 457(F) PLAN. A LUMP SUM IS PAID ANNUALLY ON THE LAST PAY PERIOD OF THE YEAR, EQUIVALENT TO THE CONTRIBUTION THAT WOULD HAVE BEEN MADE TO THE 457(F) PLAN. THIS AMOUNT REPRESENTS THE FULLY VESTED PORTION PURSUANT TO THE 457(F) PLAN. THIS AMOUNT WAS REFLECTED IN COLUMN (C) ON THE PRIOR YEAR'S FORM 990 AS REQUIRED. PAYOUTS FROM THE EXECUTIVE RETIREMENT PLAN FOR THE YEAR INCLUDE THE FOLLOWING: $20,052 - PAULA JACOBSON PART I, LINE 7 THE MANAGEMENT INCENTIVE PLAN INTENDS TO REWARD MANAGEMENT FOR THE ACHIEVEMENT OF PERFORMANCE AGAINST A PREESTABLISHED SET OF BALANCED AND CHALLENGING GOALS. THE PLAN INCLUDED A PROVISION THAT DEFERRED VESTING OF A PORTION OF THE AWARD FOR THREE YEARS SUBJECT TO CONTINUED EMPLOYMENT (WITH A SUBSTANTIAL RISK OF FORFEITURE) TO ENCOURAGE RETENTION OF EXECUTIVES. EXECUTIVES REACHING AGE 64 AND HAVING 5 YEARS' SERVICE WERE PAID ALL UNVESTED DEFERRALS IN THE CALENDAR YEAR OF THE VESTING EVENT. THE DEFERRAL PROVISION WAS ELIMINATED BEGINNING WITH PLAN YEAR 2018. X 6 261706 FMV 0 1 1 FORM 990, PART III, LINE 4D ABOUT METHODIST LE BONHEUR HEALTHCARE METHODIST LE BONHEUR HEALTHCARE (MLH) HAS SERVED THE MEMPHIS AND MID-SOUTH REGION FOR MORE THAN 100 YEARS. OUR FOUR ADULT HOSPITALS ARE LOCATED ACROSS THE CITY, AND ARE PART OF THE COMMUNITIES THEY SERVE. OUR CHILDREN'S HOSPITAL IS THE REGION'S ONLY COMPREHENSIVE PEDIATRIC HOSPITAL. OUR PHYSICIANS, NURSES AND OTHER CLINICIANS LIVE IN THE COMMUNITIES THAT THEY SERVE AND PROVIDE EXPERT CARE INSIDE THE HOSPITALS AND PREVENTATIVE SERVICES IN THEIR NEIGHBORHOODS. OUR ORGANIZATION IS COMMITTED TO IMPROVING THE HEALTH AND WELL-BEING OF THE COMMUNITIES WE SERVE, PROVIDING UNCOMPENSATED CARE, CHARITABLE CONTRIBUTIONS TO OTHER COMMUNITY ORGANIZATIONS AND COMMUNITY OUTREACH. WE EMPLOY 250 HEALTH CARE PROFESSIONALS TO ADDRESS COMMUNITY NEEDS AS THEY RELATE TO FOUR MAJOR AREAS: ACCESS TO SERVICES, RISK REDUCTION, CHILD DEVELOPMENT AND EFFECTIVE PARENTING AND CHRONIC ILLNESS MANAGEMENT AND PREVENTION. EXAMPLES INCLUDE PROGRAMS THAT OFFER FREE OR DISCOUNTED PRESCRIPTION DRUGS, NON-BILLED, IN-HOME SERVICES, IN-HOME EQUIPMENT, TRANSPORTATION VOUCHERS, CHILDBIRTH CLASSES AND A VARIETY OF HEALTH FAIRS ALL AIMED AT KEEPING OUR COMMUNITIES HEALTHY. OUR CARE IS SUPERB. METHODIST ADULT HOSPITALS METHODIST UNIVERSITY, METHODIST GERMANTOWN, METHODIST NORTH AND METHODIST SOUTH ARE RANKED #1 IN MEMPHIS BY U.S. NEWS & WORLD REPORT. LE BONHEUR CHILDREN'S HOSPITAL HAS BEEN NAMED A "BEST CHILDREN'S HOSPITAL" BY U.S. NEWS & WORLD REPORT FOR NINE CONSECUTIVE YEARS. LE BONHEUR PROVIDES OUTPATIENT SERVICES IN WEST TENNESSEE, NORTHERN MISSISSIPPI AND EASTERN ARKANSAS TO ENSURE CHILDREN THERE HAVE ACCESS TO EXPERT PEDIATRIC CARE. LE BONHEUR IS ALSO A LEVEL 1 PEDIATRIC TRAUMA CENTER, AND SERVES AS THE REGION'S PRIMARY SOURCE FOR PEDIATRIC TRAUMA CARE AND TRAUMA EDUCATION FOR REGIONAL PROVIDERS. METHODIST ALSO SERVES THE COMMUNITY WITH DIAGNOSTIC CARE FACILITIES IN THE COMMUNITIES WE SERVE AND ONE HOSPICE FACILITY COMMITTED TO HONORING OUR PATIENTS AT END-OF-LIFE. WE ARE ALSO AN ECONOMIC DRIVER FOR THE COMMUNITY, CONTRIBUTING $5 BILLION TO THE MEMPHIS-AREA ECONOMY. MLH HAS 2,100 MEDICAL PROVIDERS EMPLOYS MORE THAN 13,000 ASSOCIATES AND 2,100 MEDICAL PROVIDERS, MAKING IT THE SECOND-LARGEST PRIVATE EMPLOYER IN SHELBY COUNTY. METHODIST UNIVERSITY HOSPITALS IS THE PRIMARY TEACHING HOSPITAL FOR THE UNIVERSITY OF TENNESSEE HEALTH SCIENCE CENTER AND LE BONHEUR CHILDREN'S SERVES AS THE PRIMARY TEACHING AFFILIATE FOR THE UNIVERSITY, TRAINING HUNDREDS OF PEDIATRICIANS AND SPECIALISTS EACH YEAR. OUR RESEARCHERS ARE WORKING TO FIND NEW SOLUTIONS TO CHRONIC DISEASE THAT AFFECTS OUR POPULATION ESPECIALLY INCLUDING NEW TREATMENTS FOR DIABETES AND ASTHMA. WE ALSO HAVE SIGNIFICANT PARTNERSHIPS WITH ST. JUDE CHILDREN'S RESEARCH HOSPITAL AND THE UNIVERSITY OF MEMPHIS TO EXTEND OUR RESEARCH AND TEACHING CAPABILITIES. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR AND VICE CHAIR OF THE BOARD, THE PRESIDENT OF THE CORPORATION, THE METHODIST LE BONHEUR HEALTHCARE REPRESENTATIVE TO THE BOARD, AND OTHER MEMBERS AS APPOINTED BY THE CHAIR. THIS COMMITTEE SHALL ACT AS AN ADVISORY COMMITTEE TO THE BOARD OF DIRECTORS AND TO THE OTHER OFFICERS OF THE CORPORATION EXCEPT THAT IT SHALL HAVE THE POWER TO ACT WHEN THE BOARD IS NOT IN SESSION, AND IT SHALL PERFORM SUCH FUNCTIONS AND DUTIES THAT MAY BE DELEGATED TO IT BY THE BOARD OF DIRECTORS, HOWEVER, THE EXECUTIVE COMMITTEE MAY NOT: AUTHORIZE DISTRIBUTIONS OF ASSETS; APPROVE OR RECOMMEND TO THE MEMBER DISSOLUTION, MERGER, OR THE SALE, PLEDGE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS; ELECT, APPOINT OR REMOVE DIRECTORS OR FILL VACANCIES ON THE BOARD OR ON ANY OF ITS COMMITTEES; OR TAKE ANY OTHER ACTION CONTRARY TO THE POWERS RESERVED FOR THE MEMBERS. FORM 990, PART VI, SECTION A, LINE 6 METHODIST HEALTHCARE FOUNDATION IS A SUBSIDIARY OF METHODIST LE BONHEUR HEALTHCARE (MLH, 58-1454711) WITH MLH AS THE SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A AS THE SOLE MEMBER OF THE ORGANIZATION, MLH AND ITS BOARD OF DIRECTORS ELECT ALL MEMBERS OF THE GOVERNING BODY FOR METHODIST HEALTHCARE FOUNDATION. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER SHALL FROM TIME TO TIME ADOPT AND PROMULGATE SUCH AMENDMENTS, AS THEY SHALL DEEM APPROPRIATE TO THE BYLAWS AND TO THE GENERAL POLICIES AND GUIDELINES OF THE CORPORATION, ALL OF WHICH SHALL BE CONSISTENT WITH THE PURPOSES OF THE CORPORATION. UPON REQUEST BY THE BOARD OF DIRECTORS AND AT SUCH OTHER TIMES AS THE MEMBER MAY SELECT, THE MEMBER SHALL REVIEW THE AFFAIRS OF THE CORPORATION AND TAKE SUCH ACTION AS IT MAY DEEM APPROPRIATE IN ACCORDANCE WITH THE BYLAWS. THE FOLLOWING ITEMS, AFTER BEING REVIEWED AND ADOPTED BY THE BOARD OF DIRECTORS, SHALL BE SUBMITTED TO THE MEMBER FOR APPROVAL: - IN THE LAST MONTH OF EACH FISCAL YEAR, A STRATEGIC PLAN, AND A ONE (1) YEAR OPERATING BUDGET OF THE CORPORATION'S ENSUING FISCAL YEAR, AND THEREAFTER, ANY ACTION WHICH WILL RESULT IN A SUBSTANTIAL CHANGE IN THE EXPENDITURES OR REVENUE FORECAST IN ANY SUCH PLANS OR BUDGETS; - ANY SALE, EXCHANGE, GIFT MORTGAGE, OPTION, LEASE WITH A TERM IN EXCESS OF ONE (1) YEAR (EXCEPT TO DOCTORS FOR OFFICE SPACE), OR OTHER DISPOSITION OF ANY REAL PROPERTY (INCLUDING IMPROVEMENTS THEREON) OR INTEREST THEREIN OWNED BY THE CORPORATION, OR ANY OTHER ASSET OR ASSETS OWNED BY THE CORPORATION WITH A VALUE IN EXCESS OF FIVE HUNDRED THOUSAND DOLLARS ($500,000), EXCEPT WITH RESPECT TO TRANSACTIONS SPECIFIED AND PREVIOUSLY APPROVED WITHIN THE CAPITAL OR OPERATING BUDGETS; - ANY APPLICATION FOR A GOVERNMENT GRANT; - ANY AMENDMENT OR RESTATEMENT OF THE CORPORATE CHARTER OR ANY PLAN OF MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION; - ANY INDEMNIFICATION OF PERSONS BY THE CORPORATION EXCEPT AS SPECIFIED IN THESE BYLAWS; - ANY ACTION OR INACTION AT VARIANCE WITH THE STATED POLICIES OF THE CORPORATION, WHICH POLICIES HAVE BEEN APPROVED BY THE MEMBER; - THE NEGOTIATION, IMPLEMENTATION, NON-RENEWAL OR ANY OTHER ACTION TAKEN WITH RESPECT TO ANY MANAGEMENT CONTRACT; - ANY RELEASE OR CANCELLATION BY THE CORPORATION OF A CLAIM OR RIGHT OF ACTION AGAINST ANOTHER PARTY IN AN AMOUNT IN EXCESS OF FIVE HUNDRED THOUSAND DOLLARS ($500,000); - THE SELECTION OF ANY BANKING INSTITUTIONS AS A DEPOSITORY OF CORPORATE FUNDS; AND - ANY OTHER MATTERS AS MAY BE REQUIRED BY LAW TO BE SUBMITTED TO THE MEMBER OF A NOT FOR PROFIT CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM WITH INPUT FROM HUMAN RESOURCES, LEGAL, COMPLIANCE, AND FINANCE DEPARTMENTS AND EXTERNAL FINANCIAL CONSULTANTS. FINANCIAL INFORMATION IS RECONCILED TO AUDITED FINANCIAL STATEMENTS AS APPROPRIATE. THE INFORMATION TO BE DISCLOSED REGARDING COMPENSATION IS REVIEWED WITH THE COMPENSATION COMMITTEE OF THE BOARD. THE RETURN IS REVIEWED BY THE CHIEF FINANCIAL OFFICER OF MLH AND MANAGEMENT OF THE ORGANIZATION AS APPROPRIATE. A COPY OF THE RETURN IS PROVIDED TO EACH BOARD MEMBER VIA E-MAIL PRIOR TO FILING THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C METHODIST LE BONHEUR HEALTHCARE, THE PARENT ORGANIZATION, EMPLOYS A COMPLIANCE OFFICER WHO MONITORS AND ENFORCES COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY FOR ALL VOTING BOARD MEMBERS AND APPLICABLE OFFICERS. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION IS DETERMINED BY THE BOARD OF DIRECTORS OF METHODIST LE BONHEUR HEALTHCARE, THE PARENT ORGANIZATION. AN EXTERNAL INDEPENDENT CONSULTANT ADVISES THE BOARD COMPENSATION COMMITTEE ON EXECUTIVE SALARY AND INCENTIVE COMPENSATION. BENEFITS ARE PERIODICALLY BENCHMARKED BY A SEPARATE EXTERNAL CONSULTANT AND ANY CHANGES ARE APPROVED BY THE BOARD OF DIRECTORS COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE IS COMPRISED OF INDEPENDENT MEMBERS AND IS A SUBGROUP OF THE FULL BOARD OF DIRECTORS. THE COMPENSATION CONSULTANT ANNUALLY DEVELOPS TOTAL CASH COMPENSATION COMPARISONS OF PEER NON-PROFIT SYSTEMS ESTABLISHED BY THE COMPENSATION COMMITTEE. THE COMPENSATION CONSULTANT INTERPRETS THE INFORMATION AND PROVIDES AN OPINION OF REASONABLENESS ON THE TOTAL CASH COMPENSATION PACKAGE. THE COMPENSATION COMMITTEE APPROVES ANY CHANGES TO THE COMPENSATION AND EXECUTIVE BENEFIT STRUCTURE OF THE CEO AND OTHER TOP EXECUTIVES, OTHERWISE KNOWN AS DISQUALIFIED CANDIDATES. ALL OTHER COMPENSATION DECISIONS ARE DETERMINED BY ARRANGEMENT AS DELEGATED BY THE BOARD OF DIRECTORS. THE COMMITTEE DOCUMENTS ALL DETERMINATIONS. 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 FILINGS OF THE FORM 990 ARE AVAILABLE ONLINE AT OUR WEBSITE IN THE "ABOUT US" SECTION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S FINANCIAL STATEMENTS ARE AUDITED IN A CONSOLIDATION WITH ITS CORPORATE PARENT, METHODIST LE BONHEUR HEALTHCARE, AND RELATED SUBSIDIARIES. INFORMATION ON FINANCIAL STATEMENTS IS AVAILABLE BY CONTACTING THE ORGANIZATION'S CORPORATE OFFICE. PLEASE SEE FORM 990, PART VI, LINE 20 FOR DETAILS. CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS FOR ALL AFFILIATES OF METHODIST LE BONHEUR HEALTHCARE ARE ALSO AVAILABLE BY REQUEST. FORM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. FROM 990, PAGE 1, ITEM B , AMENDED RETURN THIS RETURN HAS BEEN AMENDED TO INCLUDE ADDITIONAL GRANTS GIVEN TO A RELATED ORGANIZATION AS WELL AS RECLASSIFY THE CAPITAL CAMPAIGN FUNDING EXPENSE FROM FUNDRAISING TO PROGRAM SERVICE. THE FOLLOWING PARTS/SECTIONS OF THE 990 WERE CHANGED: -FORM 990, PART I, LINE 13 -FORM 990, PART III, LINE 4A -FORM 990, PART IX, LINE 1(B) -FORM 990, SCHEDULE A, PART I, LINE 12G(V) -FORM 990, SCHEDULE I, PART II METHODIST LE BONHEUR HEALTHCARE 1211 UNION AVENUE SUITE 700 MEMPHIS TN 38104 581454711 SUPPORTING ORGANIZATION TN 501(C)(3) LINE 12B, II N/A 0 METHODIST HEALTHCARE - MEMPHIS HOSPITALS 1265 UNION AVENUE MEMPHIS TN 38104 620479367 HOSPITALS TN 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 METHODIST EXTENDED CARE HOSPITAL INC 225 SOUTH CLAYBROOK MEMPHIS TN 38104 621518342 INACTIVE HOSPITAL TN 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 METHODIST HEALTHCARE PRIMARY CARE ASSOCIATES 1211 UNION AVENUE SUITE 657 MEMPHIS TN 38104 582078931 INACTIVE HOSPITAL TN 501(C)(3) LINE 10 METHODIST LE BONHEUR HEALTHCARE 0 METHODIST HEALTHCARE COMMUNITY CARE ASSOCIATES 6400 SHELBY VIEW SUITE 101 MEMPHIS TN 38134 621403517 OUTPATIENT HEALTHCARE TN 501(C)(3) LINE 10 METHODIST LE BONHEUR HEALTHCARE 0 ALLIANCE HEALTH SERVICES INC 6400 SHELBY VIEW SUITE 101 MEMPHIS TN 38134 620841121 HEALTHCARE TN 501(C)(3) LINE 10 METHODIST LE BONHEUR HEALTHCARE 0 LE BONHEUR CHILDREN'S HOSPITAL FOUNDATION 850 POPLAR AVENUE BLDG 2 MEMPHIS TN 38105 621872938 FOUNDATION TN 501(C)(3) LINE 12A, I METHODIST LE BONHEUR HEALTHCARE 0 METHODIST LE BONHEUR COMMUNITY OUTREACH 600 JEFFERSON AVE MEMPHIS TN 38104 621251288 FOUNDATION TN 501(C)(3) LINE 7 LE BONHEUR CHILDREN'S FOUNDATION 0 METHODIST HEALTHCARE-JONESBORO HOSPITAL 1211 UNION AVENUE SUITE 657 MEMPHIS TN 38104 710499625 INACTIVE HOSPITAL TN 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 METHODIST HEALTHCARE-DYERSBURG HOSPITAL 1211 UNION AVENUE SUITE 657 MEMPHIS TN 38104 621155084 INACTIVE HOSPITAL TN 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 METHODIST HEALTHCARE CENTRAL MS MEDICAL ASSOCIATES 1211 UNION AVENUE SUITE 657 MEMPHIS TN 38104 640884720 INACTIVE HOSPITAL TN 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 METHODIST HEALTHCARE-JACKSON HOSPITAL 1211 UNION AVENUE SUITE 657 MEMPHIS TN 38104 640794199 INACTIVE HOSPITAL TN 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 METHODIST HEALTHCARE-MIDDLE MISSISSIPPI HOSPITAL 1211 UNION AVENUE SUITE 657 MEMPHIS TN 38104 640698911 INACTIVE HOSPITAL TN 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 METHODIST HEALTHCARE-OLIVE BRANCH HOSPITAL 1211 UNION AVENUE SUITE 700 MEMPHIS TN 38104 640889822 HOSPITAL MS 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 UT LE BONHEUR PEDIATRIC SPECIALISTS INC 1211 UNION AVENUE SUITE 700 MEMPHIS TN 38104 273426141 PEDIATRICS TN 501(C)(3) LINE 3 METHODIST LE BONHEUR HEALTHCARE 0 NORTH SURGERY CENTER LP 3960 NEW COVINGTON PIKE MEMPHIS TN 38128 621685756 SURGERY CENTER TN N/A METHODIST SURGERY CENTER-GERMANTOWN LP 1363 S GERMANTOWN ROAD GERMANTOWN TN 38138 621659904 SURGERY CENTER TN N/A HAMILTON EYE INSTITUTE SURGERY CENTER LP 930 MADISON AVE 3RD FLOOR MEMPHIS TN 38103 202873438 SURGERY CENTER TN N/A AMBULATORY OPERATIONS INC 1211 UNION AVENUE SUITE 600 MEMPHIS TN 38104 621157166 MEDICAL SERVICES TN N/A C 0 SOLUS MANAGEMENT SERVICES INC 6400 SHELBY VIEW SUITE 101 MEMPHIS TN 38134 621361349 HEALTH SERVICES MANAGEMENT TN N/A C 0 MEMPHIS PROFESSIONAL BUILDING INC 1211 UNION AVENUE SUITE 600 MEMPHIS TN 38104 621847544 INVESTMENTS TN N/A C 0 0 1 1 1 0 0 0 0 0 0 1 1 1 1 1 1 0 0 0