2017-08-15T14:37:46-05:00 2016-09-30 861065772 Deloitte Tax LLP 550 S Tryon St Suite 2500 Charlotte NC 28202 990 2015-10-01 455195864 St Luke's Clinic Coordinated Care Ltd STLU 2087069585 190 E Bannock Boise ID 83712 Peter DiDio Vice-President,Controller 2087069585 2017-08-15 1 John W Sadoff Jr P00540589 7048871500 2015 2021-01-29 14:40:06Z Christine L Neuhoff 190 E Bannock Boise ID 83712 0 0 X www.stlukesonline.org X 2012 ID Accountable Care Organization (ACO) organized to participate in the Medicare Shared Savings Program (MSSP). 13 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 635833 636990 635833 636990 -635833 -636990 100 100 2198891 2835881 -2198791 -2835781 X Improve the quality of healthcare delivered, and lower cost for the patients served. 0 0 636990 On May 1, 2012, St. Luke's Clinic Coordinated Care, Ltd. (SLCCC) was formally organized for the purpose of operating as an Accountable Care Organization (ACO) and to participate in the Medicare Shared Savings Program (MSSP). The MSSP is administered by the Center for Medicare and Medicaid Services(CMS). On December 11, 2012, CMS formally approved SLCCC's application to participate as an ACO in the MSSP, with an effective start date of 1/1/2013. (Refer to Schedule O section entitled "Accountable Care Organization Partipants" for list of participating providers.)At the end of each calendar year in the MSSP, SLCCC will be evaluated by CMS on several criteria to determine if the ACO accomplished these objectives. SLCCC share of the calculated achieved savings (performed by CMS) will be remitted from CMS to SLCCC in the following calendar year.The expenses reported of this program are the result of the time and effort spent on the management of the program by Executive leaders and the Clinical Leadership Council from the various related organizations within the St. Luke's Health System. 636990 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 13 1 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X X Peter DiDio Vice-President Controller 2087069585 190 E Bannock Boise ID 83712 Ms Christine L Neuhoff Chair/Secretary 2.00 50.00 X X 0 416920 32567 Ms Kathy Moore CEO-St. Luke's Western Reg 2.00 44.00 X 0 599158 30594 Mr Leon Smith Director 2.00 0.00 X 0 0 0 Mr Jeffery S Taylor Treasurer 2.00 50.00 X X 0 563576 721926 Mr James Angle VP/CEO - East RGN (Served-10/15) 2.00 42.00 X 0 589630 18686 Mr Gary L Fletcher Director 2.00 20.00 X 0 407139 1265 Mr David Self Director 2.00 40.00 X 0 280774 16521 Mr Chris Roth SR VP, Chief Operating Off 2.00 46.00 X 0 654179 34055 Marc S Chasin MD VP, Information Technology 2.00 40.00 X 0 394499 29954 John Kaiser MD Director 2.00 40.00 X 0 59998 0 James P Souza MD Director 2.00 40.00 X 0 499724 40395 George Beauregard DO Director 2.00 40.00 X 0 83112 2847 David K Seppi MD Director 2.00 40.00 X 0 503095 34058 Aaron Brown MD Director 2.00 40.00 X 0 74472 0 0 5126276 962868 0 1 1 0 0 0 0 0 0 Mgmt Fee-Delegated Serv 636990 636990 636990 636990 0 0 100 100 100 100 2198891 2835881 2198891 2835881 X 0 0 0 0 -2198791 -2835781 -2198791 -2835781 100 100 -636990 0 X 0 1 X 1 0 X 0 0 X Form 990-Schedule A,Part III St. Luke's Clinic Coordinated Care, Ltd. (SLCCC) was organized on May 1, 2012 for the purpose of operating as an Accountable Care Organization (ACO) and participating in the Medicare Shared Savings Program (MSSP). The MSSP is a program administered by the Centers for Medicare and Medicaid Services (CMS) and CMS must approve all ACO applications. Part of the application process requires that an organization seeking ACO status must first organize itself as a separate legal entity. On December 11, 2012, SLCCC received offical approval from CMS and began operating as an ACO on January 1, 2013. The approved operation period for the ACO is three (3) years. If SLCCC meets the thresholds set by CMS to quaify for reimbursement, then from CMS will reimburse SLCCC in the following manner: Calendar Year Calendar Year of Operation: for Potential Reimbursement: 2013 2014 2014 2015 2015 2016 2016 2017 In September-2016, CMS notified SLCCC that even though SLCCC was able to achieve savings in Medicare reimbursement, it is not anticipated that SLCCC will qualify for shared savings reimbursement. 0 Due to Related Organizations 2835881 2835881 X Part X, Line 2: Explanation: Footnote Disclosure-Uncertain Tax Positions Under FIN #48 (Source: Consolidated Financial Statements-St. Luke's Health System) Income Taxes: The Health System is a not-for-profit corporation and is recognized as tax-exempt pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Health System accounts for uncertain tax positions in accordance with ASC Topic 740. Income tax liabilities are recorded for the impact of positions taken on income tax returns, which management believes are not more likely than not to be sustained on tax audit. Management is not aware of any uncertain tax positions that should be recorded. Unrelated Business Income: The Health System is subject to federal excise tax on its unrelated business taxable income(UBTI). As of September 30, 2016, the company had approximately $6,810 UBTI Net Operating Losses incurred from operating losses incurred from 1997 to 2016 which expire in years 2017 to 2037. The Health System does not believe that it is more likely than not they will utilize these losses prior to their expiration and as such has provided a full valuation allowance against these losses. 0 1 0 0 0 0 0 0 0 Ms Christine L Neuhoff Chair/Secretary 0 397661 0 0 0 19259 0 16180 0 16387 0 449487 0 0 Ms Kathy Moore CEO-St. Luke's Western Reg 0 553445 0 0 0 45713 0 12065 0 18529 0 629752 0 0 Mr Jeffery S Taylor Treasurer 0 517797 0 0 0 45779 0 705980 0 15946 0 1285502 0 0 Mr James Angle VP/CEO - East RGN (Served-10/15) 0 569040 0 0 0 20590 0 7950 0 10736 0 608316 0 0 Mr Gary L Fletcher Director 0 162531 0 0 0 244608 0 880 0 385 0 408404 0 0 Mr David Self Director 0 254524 0 0 0 26250 0 9008 0 7513 0 297295 0 0 Mr Chris Roth SR VP, Chief Operating Off 0 634949 0 0 0 19230 0 16180 0 17875 0 688234 0 0 Marc S Chasin MD VP, Information Technology 0 375612 0 0 0 18887 0 12065 0 17889 0 424453 0 0 James P Souza MD Director 0 462651 0 0 0 37073 0 24410 0 15985 0 540119 0 0 David K Seppi MD Director 0 454200 0 0 0 48895 0 12065 0 21993 0 537153 0 0 Part I, Line 4b During CY'15, Jeffrey S. Taylor was a participant in the supplemental non-qualified executive retirement plan. There were no additional benefits were accrued during CY'15 on behalf of the participant. Part II-Column (f) Prior Compensation Reportable compensation is based on the total amount paid during calendar year 2015, including current year payments of amounts reported in prior years as contributions to employee benefit plans and deferred compensation, together with investment earnings from those prior year contributions. As a result, certain amounts have been reported twice, both in prior years when earned or accrued, and again in the current year when paid. Part II-Column (c) During CY'15 the following individual participated in the basic pension plan. Due to enhanced benefits adopted in 2015 and changes in actuarial assumptions this individual experienced an increase in the vested balance of the plan. Jeffrey Taylor $681,570 Form 990, Part VI, Section A, line 6 St. Luke's Health System, Ltd. is the sole member of St. Luke's Clinic Coordinated Care, Ltd. Form 990, Part VI, Section A, line 7a St. Luke's Clinic Coordinated Care, Ltd. (Corporation), after consulting with the President and CEO of St. Luke's Health System, Ltd. (Member) shall employ a competent President of the Corporation. St. Luke's Health System, Ltd., is the sole member of the Corporation. Form 990, Part VI, Section A, line 7b St. Luke's Health System, Ltd. (Member) maintains approval and implementation authority over St. Luke's Clinic Coordinated Care, Ltd. (Corporation). Approval Authority means those actions which require approval by the Corporation and the Member for the action to be valid. Actions requiring Approval Authority may be initiated by the Corporation (by action of its Board of Directors) and must be approved by both the Corporation and the Member. Actions requiring approval authority include: (a) Changes to the Statements of mission, philosophy, and values of the Corporation; (b) Amendment of the Articles of Incorporation of the Corporation; (c) Amendment of the Bylaws of the Corporation; (d) Appointment of members to the Corporation's Board of Directors, other than ex officio Directors as defined in the bylaws; (e) Removal of an individual from the Corporation's Board of Directors if and when removal is requested by the Corporation's Board of Directors, which request may only be made if the Director is failing to meet the reasonable expectations for service on the Corporation's Board of Directors that are applicable to the Corporation (the "Approved Board Member Expectations"); (f) Approval of operating and capital budgets of the Corporation (each an "Approved Budget"), and deviations to an Approved Budget over amounts established from time to time by the Member; (g) Approval of the strategic/tactical plans and goals and objectives (the "Approved Plans") of the Corporation; (h) Approval to establish, engage in or enter into any contract or arrangement relating to any initiative or business line supplementing its core MSSP efforts, including but not limited to similar programs and initiatives designed to manage, coordinate, and promote accountability for the quality, patient safety, cost, and overall care of patients; (i) Approval of or revisions to the methodology or plan under which the Corporation distributes shared savings or other compensation relating to the MSSP or any other similar initiative or program in which the Corporation participates to participating persons or organizations; (j) Approval to voluntarily cease or substantially modifying its participation in the MSSP as an ACO for any reason; and (k) Approval of such other matters as are expressly reserved for, or are otherwise within the power of, the Member under applicable law or the Company's Articles of Incorporation or these Bylaws. Implementation Authority means those actions which the Member may take without the approval or recommendation of the Corporation. This authority will not be utilized until there has been appropriate communication between the Member and the Corporation's Board of Directors and its Chief Executive Officer. Actions requiring implementation authority include: (a) Appointment of the auditor for the Corporation and coordination of the Corporation's annual audit; (b) Sale, lease, exchange, mortgage, pledge, creation of a security interest in or other disposition of real or personal property of the Corporation if such property has a fair market value in excess of a limit set from time to time by the Member and that is not otherwise contained in an Approved Budget; (c) Sale, merger, consolidation, change of membership, sale of all or substantially all of the assets of the Corporation; (d) The dissolution of the Corporation, (e) Incurrence of debt by the Corporation in accordance with requirements established from time to time by the Member and that is not otherwise contained in an Approved Budget; and (f) Any action necessary in order to (a) carry out the tax-exempt purpose of the Member and/or any of its tax-exempt affiliates, (b) protect or preserve the tax-exempt status of (or the bonds relating to) the Member or any of its tax-exempt affiliates, and/or (c) protect the Medicare provider status of any affiliates of Member. Form 990, Part VI, Section B, line 11 The Form 990(Form)is reviewed by an independent public accounting firm based on audited financial statements and with the assistance of the organization's finance and accounting staff. A complete copy of the Form 990 is made available to the Board of Directors prior to filing. Form 990, Part VI, Section B, line 12c The organization annually reviews the conflict of interest policy with each board member and also with new board members. Persons covered under the policy include officers, directors, senior executives, non-director members of Board committees, and others as identified by a senior executive. At all levels the board is responsible for assessing, reviewing, and resolving any conflicts of interest that have been disclosed by a covered person, or a conflict of interest disclosed by a covered person with respect to a covered person other than himself/herself. Where a conflict exists, the affected parties must recuse themselves from participating in any discussion related to the conflict. Form 990, Part VI, Section B, line 15 Executive compensation is set by St. Luke's boards of directors and is reviewed annually. Compensation levels are based on an independent analysis of comparable pay packages offered at similar institutions across the country, with the goal of placing executives in the 50th percentile of those surveyed. These surveys are usually done every two years, with the most recent compensation survey completed during calendar year 2016. St. Luke's Health System is committed to providing the highest quality medical care to all people regardless of their ability to pay. To keep that commitment, St. Luke's puts a great deal of time and effort into recruiting and retaining the top physicians in a variety of medical fields. Our relationships with physicians range from having privileges at the hospital to full employment. For those physicians who choose to be employed, St. Luke's must offer competitive pay and benefits. Physician compensation is based on a range of criteria and can be influenced by a number of variables including: -Community need for medical specialty -Experience -Productivity -Geography -National surveys adjusted for local conditions -Willingness to serve regardless of patients' ability to pay -Duration of relationship and contractual terms -Performance on quality metrics To ensure physician compensation and benefits remain within industry standards and legal requirements for not-for-profit institutions, St. Luke's has a Physician Arrangements policy that specifies circumstances requiring a third-party valuation and also periodically uses third-party consulting firms to review St. Luke's physician compensation arrangements. Given the growing national shortage of physicians, recruiting and retaining physicians is more critical than ever to guarantee that people seeking care at St. Luke's will continue to have access to the physicians and specialists they need regardless of their insurance status or insurance provider. Form 990, Part VI, Section C, line 19 The organization's governing documents, conflict of interest policy, and financial statements are not available to the public. Form 990, which contains financial information, is available for public inspection. Form 990, Part VII, Section A Allocation of Compensation and Hours: The total hours worked and compensation reported for the following individuals represent services rendered to organizations within the St. Luke's Health System: Kathy Moore: St. Luke's Regional Medical Center, Ltd. Mountain States Tumor Institute, Inc. St. Luke's McCall, Ltd. St. Luke's Clinic Coordinated Care, Ltd. Chris Roth: St. Luke's Health System, Ltd. St. Luke's Health Foundation, Ltd. St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic Coordinate Care, Ltd. James Angle: St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic Coordinated Care, Ltd. Jeff Taylor: St. Luke's Health System, Ltd. St. Luke's Regional Medical Center, Ltd. Mountain States Tumor Institute, Inc. St. Luke's McCall, Ltd. St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic Coordinated Care, Ltd Christine Neuhoff: St. Luke's Health System, Ltd. St. Luke's Regional Medical Center, Ltd. Mountain States Tumor Institute, Inc. St. Luke's McCall, Ltd. St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic Coordinated Care, Ltd. Also, it should be noted that the hours reported for the directors (employed by St. Luke's), officers, key employees, and highest paid employees are based on a minimum 40 hour work week. However, due to the demands of their roles within the St. Luke's Health System, the hours worked by these individuals often exceed the minimum required 40 hours. Part VII Section A: Brian Fortuin,M.D. Professional Service Agreement and Compensation Brian Fortuin, M.D. is a member of the Idaho Medicine Associates, PLLC (IMA), a physician practice that contracts with St. Luke's Magic Valley Regional Medical Center, Ltd. (SLMV) to provide physician services to SLMV patients. Dr. Fortuin works at least 40 hours per week for SLMV on behalf of IMA. During CY'15, SLMV made payments to IMA totaling $3,008,373. Dr. Fortuin is also a member of St. Luke's Magic Valley Sleep Institute, LLC (Sleep Institute), a physician practice that contracts with SLMV to provide physician services to SLMV patients. During CY'15 SLMV made payments totaling $253,098. During CY'15, Dr. Fortuin was compensated directly by SLMV for serving as chair for the Magic Valley Physician Leadership Council. The amount paid for these services was $126,010 and is reported in Part VII, Section A. Part VII Section A: Aaron Brown,M.D. Professional Service Agreement and Compensation Aaron Brown, M.D. is a member of the Physician Center, PC (PC), a physician practice that contracts with St. Luke's Magic Valley Regional Medical Center, Ltd. (SLMV) to provide physician services to SLMV patients. Dr. Brown works at least 40 hours per week for SLMV on behalf of PC. During CY'15, SLMV made payments to PC totaling $6,845,931. During CY'15, Dr. Brown was compensated directly by SLMV for administrative services. The amount paid for these services was $74,472 and is reported in Part VII, Section A. Part VII Section A: John Kaiser,M.D. Professional Service Agreement and Compensation John Kaiser, M.D. is a member of Saltzer Medical Group (SMG), a physician practice that contracts with St. Luke's Regional Medical Center, Ltd. (SLRMC) to provide physician services to SLRMC patients. Dr. Kaiser works at least 40 hours per week for SLRMC on behalf of SMG. During CY'15, SLRMC made payments to SMG totaling $9,532,837. Part VII Section A St. Luke's Clinic Coordinated Care, Ltd. (SLCCC), an Accountable Care Organization (ACO), has contracted with the following participating hospitals and physician practices within the St. Lukes Health System. The following related organizations within the St. Luke's Health System have executed Participating Provider Agreements with SLCCC: St. Luke's Regional Medical Center, Ltd. St. Luke's Clinic-Treasure Valley, LLC St. Luke's Magic Valley Regional Medical Center, Ltd. St. Luke's Clinic, LLC St. Luke's Wood River Medical Center, Ltd. St. Luke's Clinic-Wood River, LLC St. Luke's McCall, Ltd. St. Luke's Clinic-McCall, LLC In addition, SLCCC has executed Participating Provider agreements with the following providers that have Exclusive Service Agreements with St. Luke's Health System: -Southern Idaho Radiology, P.A. -Valley Pathology Associates, PLLC St Luke's Health System Ltd 190 E Bannock Boise ID 83712 562570681 Supporting Organization ID 501(c)(3) 11-3 N/A 0 Mountain States Tumor Institute Inc 100 E Idaho Boise ID 83712 820295026 Healthcare Services ID 501(c)(3) 3 St Luke's Regional Medical Center Ltd 0 St Luke's Wood River Medical Center Ltd 190 E Bannock Boise ID 83712 841421665 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 St Luke's Health Foundation Ltd 190 E Bannock Boise ID 83712 810600973 Fundraising ID 501(c)(3) 7 St Luke's Health System Ltd 0 St Luke's Magic Valley Regional Medical Center Ltd 801 Pole Line Road Twin Falls ID 83301 562570686 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 St Luke's McCall Ltd 190 E Bannock Boise ID 83712 273311774 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 St Luke's Regional Medical Center Ltd 190 E Bannock Boise ID 83712 820161600 Healthcare Services ID 501(c)(3) 3 St Luke's Health System Ltd 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0