2015-05-13T12:00:51-05:00 2014-06-30 CROWE HORWATH LLP 225 WEST WACKER DRIVE SUITE 2600 CHICAGO IL 606061224 990 2013-07-01 371058692 HOSPITAL SISTERS HEALTH SYSTEM HOSP 2175234747 4936 LAVERNA ROAD SPRINGFIELD IL 62707 MICHAEL W COTTRELL CFO 2015-04-03 true John V Woodhull P01305268 3128997000 2013 2016-02-25 16:41:14Z MICHAEL W COTTRELL 4936 LAVERNA ROAD SPRINGFIELD IL 62707 166726328 false 0928 X WWW.HSHS.ORG X 1978 IL TO PROMOTE AND SUPPORT, DIRECTLY OR INDIRECTLY, BY DONATION, LOAN, OR OTHERWISE, THE INTERESTS AND PURPOSES OF THE HOSPITAL SISTERS OF THE 3RD ORDER OF ST. FRANCIS. 11 10 675 10 513299 0 0 0 128945140 142724126 7974682 14114963 8427724 9887239 145347546 166726328 0 0 0 0 63143948 74023653 0 0 0 77788455 88630594 140932403 162654247 4415143 4072081 341171486 384605852 169952331 193357246 171219155 191248606 TO REVEAL AND EMBODY CHRIST'S HEALING LOVE FOR ALL PEOPLE THROUGH A HEALTH CARE MINISTRY BY PROMOTING AND SUPPORTING, DIRECTLY OR INDIRECTLY, BY DONATION, LOAN, OR OTHERWISE, THE INTERESTS AND PURPOSES OF THE HOSPITAL SISTERS OF THE 3RD ORDER OF ST. FRANCIS. false false 157213381 152098066 HOSPITAL SISTERS HEALTH SYSTEM (HSHS) SERVES AS THE PARENT ORGANIZATION FOR VARIOUS INCORPORATED MINISTRY ORGANIZATIONS WITH THE DESIGNATED MEMBERS OF HSHS BEING THE PROVINCIAL SUPERIOR AND PROVINCIAL COUNCILORS OF THE AMERICAN PROVINCE OF THE HOSPITAL SISTERS OF ST. FRANCIS. THE MISSION OF HSHS IS TO PROVIDE A STRUCTURE AND THE MEANS WHEREBY THE HOSPITAL SISTERS CONTINUE THEIR HEALING MINISTRY. HSHS PROVIDES PROFESSIONAL AND TECHNICAL EXPERTISE IN THE MANAGEMENT OF THE AFFILIATED ORGANIZATIONS. 157213381 true false false true false false false false false true false false false true true false true false false false false false false false false false false false true false false false true false false false false false false false false true true true true true false true 97 0 true 675 true true true false false false false false false false false false false X 11 10 false false false false true true true true true false false true true true true true true true true false X MICHAEL W COTTRELL 2175234747 3215 EXECUTIVE PARK DRIVE SPRINGFIELD IL 62703 MARY STARMANN-HARRISON PRESIDENT & CEO 53.25 8.75 X X 1209196 0 250120 SISTER MARY MOLLISON CSA CHAIRPERSON 1.25 0.50 X X 0 0 0 SISTER MAUREEN O'CONNOR OSF SECRETARY 1.25 0.50 X X 0 0 0 STEPHEN J BOCHENEK VICE CHAIR 1.25 0.25 X X 0 0 0 JOHN COMBES MD BOARD MEMBER 1.25 0.50 X 0 0 0 JOHN E STAUDT BOARD MEMBER 1.25 0.50 X 0 0 0 ROBERT B ATWELL BOARD MEMBER 1.25 0.50 X 0 0 0 SISTER BERNICE COREIL DC BOARD MEMBER 1.25 0.50 X 0 0 0 SISTER GERTRUDE O'CONNOR OSF BOARD MEMBER 1.25 0.50 X 0 0 0 SISTER MARY ANN MINOR OSF BOARD MEMBER 2.25 0.50 X 0 0 0 STEVEN A HASSEBROCK BOARD MEMBER 1.25 0.50 X 0 0 0 WILLIAM MURRAY BOARD MEMBER 1.25 0.25 X 0 0 0 ANN M CARR TREASURER 55.25 6.75 X 318955 0 255068 LAWRENCE SCHUMACHER COO 31.75 29.25 X 1234818 0 204518 MICHAEL W COTTRELL CFO 55.75 6.25 X 692004 0 156526 FRANK L MIKELL CHIEF PHYSICIANS EXECUTIVE 53.00 8.00 X 861574 0 146370 JULIE MANAS DIVISION PRES/CEO 0.00 62.00 X 641497 0 117246 MARK REIFSTECK DIVISION PRES/CEO 0.00 60.00 X 730423 0 192914 MELINDA CLARK PRES/CEO MED GROUP 0.00 48.00 X 611072 0 266634 THERESE B PANDL PRES / CEO EASTERN WISCONSIN DIV 0.00 55.00 X 735498 0 166424 STEPHANIE S MCCUTCHEON FORMER PRESIDENT & CEO 0.00 0.00 X 320555 0 0 7355592 0 1755820 128 true true false PARAGON DEVELOPMENT SYSTEMS IN 1823 EXECUTIVE DRIVE OCONOMOWOC WI 53066 COMPUTER CONSULTING 3754978 SIRIUS COMPUTER SOLUTIONS INC 613 NW LOOP 410 SUITE 1000 SAN ANTONIO TX 78216 COMPUTER CONSULTING 3754978 EPIC SYSTEM CORPORATION PO 88314 MILWAUKEE WI 532880314 COMPUTER CONSULTING 3666384 BURWOOD GROUP INC 8582 SOLUTION CENTER CHICAGO IL 60677 COMPUTER CONSULTING 3076935 MEDICAL INFORMATION TECHNOLOGY INC MEDITECH CIRCLE WESTWOOD MA 02090 COMPUTER CONSULTING 2654657 143 0 AFFILIATE MGMT FEES 561000 137704760 137191461 513299 RQIL FEES 561000 4184994 4184994 OTHER AFFILIATE REVENUE 561000 834372 834372 0 0 0 0 0 0 142724126 7055628 7055628 0 0 0 0 0 7059335 7059335 0 7059335 7059335 0 0 0 ADMINISTRATIVE REVENUE 561000 8670270 8670270 0 0 1216969 1216969 0 0 9887239 166726328 152098066 513299 14114963 0 0 0 0 3281478 2953331 328147 22426 20183 2243 54681906 52928308 1753598 5153282 4637954 515328 7172962 6455666 717296 3711599 3340439 371160 9004444 8520803 483641 941130 857853 83277 731666 658499 73167 313222 281900 31322 0 0 0 0 0 0 286320 257688 28632 4610570 4585396 25174 27262324 27047198 215126 0 1813733 1780979 32754 424096 404084 20012 0 2237196 2120150 117046 2871038 2870197 841 0 32191004 32101400 89604 3589196 3234937 354259 RECRUITING 674240 631345 42895 DUES & MEMBERSHIPS 286576 258899 27677 EQUIP. RENTAL AND MAINT. 154988 145753 9235 1238851 1120419 118432 0 162654247 157213381 5440866 0 0 6380714 10996502 14430316 14382086 0 246974 0 0 40578 0 9034025 9417528 306523461 132732404 173657427 173791057 137628426 175771705 0 0 0 0 0 0 341171486 384605852 52019383 54028801 0 0 117932948 139328445 169952331 193357246 X 170459308 190425026 759847 823580 171219155 191248606 341171486 384605852 X 4072081 5753319 10204051 X false true X true false X X X HOSPITAL SISTERS OF ST FRANCIS FOUNDATION INC 371186514 9 true true true 0 SACRED HEART HOSPITAL 390807060 3 true true true 0 ST ANTHONY'S HOSPITAL 370661233 3 true true true 0 ST ELIZABETH'S HOSPITAL 370663567 3 true true true 0 ST FRANCIS HOSPITAL 370661236 3 true true true 0 ST JOHN'S HOSPITAL 370661238 3 true true true 0 ST JOSEPH'S HOSPITAL 371208459 3 true true true 0 ST JOSEPH'S HOSPITAL 370663568 3 true true true 0 ST JOSEPH'S HOSPITAL 390810545 3 true true true 0 ST MARY'S HOSPITAL 370661244 3 true true true 0 ST MARY'S HOSPITAL 372169181 3 true true true 0 ST MARY'S HOSPITAL MEDICAL CENTER 390818682 3 true true true 0 ST NICHOLAS HOSPITAL 390808480 3 true true true 0 ST VINCENT HOSPITAL 390817529 3 true true true 0 PRAIRIE EDUCATION & RESEARCH COOPERATIVE 371157915 4 true true true 0 15 0 SCHEDULE A, PART I, LINE 11H(VII), MANAGEMENT FEES HOSPITAL SISTERS HEALTH SYSTEM ("HSHS") ADMINISTERS THE WORKERS COMPENSATION FUND, HEALTH CARE TRUST FUND, SELF INSURANCE FUND, FLEX PLAN, AND INVESTMENT FUND FOR HSHS AND THE RELATED HOSPITALS AND EXEMPT ORGANIZATIONS. HSHS UTILIZES THESE FUNDS TO PROVIDE CENTRALIZED MANAGEMENT AND COMPUTER SERVICES TO ITS THIRTEEN AFFILIATED HOSPITALS AND OTHER RELATED AFFILIATES. THE HOSPITALS AND OTHER RELATED AFFILIATES PAY A MANAGEMENT FEE TO HSHS FOR THESE SERVICES. MONETARY AMOUNT OF SUPPORT PROVIDED ARE NOT DETERMINABLE. THE FOLLOWING IS A LIST OF MANAGEMENT FEES PAID BY EACH LOCAL HOSPITAL SYSTEM: $12,658,347 -- ST. ELIZABETH'S HOSPITAL - BELLEVILLE $ 2,541,413 -- ST. JOSEPH'S HOSPITAL - BREESE $ 8,618,152 -- ST. MARY'S HOSPITAL - DECATUR $ 7,423,146 -- ST. ANTHONY'S HOSPITAL - EFFINGHAM $ 1,163,531 -- ST. JOSEPH'S HOSPITAL - HIGHLAND $ 2,122,380 -- ST. FRANCIS HOSPITAL - LITCHFIELD $31,492,497 -- ST. JOHN'S HOSPITAL - SPRINGFIELD $ 4,179,105 -- ST. MARY'S HOSPITAL - STREATOR $ 4,736,544 -- ST. JOSEPH'S HOSPITAL - CHIPPEWA FALLS $13,236,043 -- SACRED HEART HOSPITAL - EAU CLAIRE $ 6,754,979 -- ST. MARY'S HOSPITAL - GREEN BAY $31,194,588 -- ST. VINCENT HOSPITAL - GREEN BAY $ 3,850,741 -- ST. NICHOLAS HOSPITAL - SHEBOYGAN $ 513,299 -- KIARA, INC. $ 3,923,650 -- KIARA CLINICAL INTEGRATION NETWORK LLC $ 563,516 -- PHYSICIAN CLINICAL INTEGRATION NETWORK LLC $ 748,509 -- HOSPITAL SISTERS OF ST. FRANCIS FOUNDATION, INC. $ 1,984,320 -- HSHS MEDICAL GROUP, INC. --------------- $137,704,760 TOTAL false true false true 0 false true 353435 true 18000 false true 307884 679319 false Schedule C, Part II-B, Line 1, Description of the activities reported on Lines 1a through 1i HSHS ENGAGES IN LEGISLATIVE ADVOCACY TO SUPPORT THE ORGANIZATION'S MISSION AND TO PROMOTE HEALTH CARE ACCESS FOR ALL. A PORTION OF DESIGNATED STAFF TIME IS COMMITTED TO ADVOCACY ON LAWS AND REGULATIONS AT THE FEDERAL, STATE, AND LOCAL LEVELS. HSHS ALSO RETAINS SOME OUTSIDE ORGANIZATIONS TO ASSIST WITH THIS LOBBYING. THE DOLLAR FIGURE SHOWN INCLUDES COMPENSATION COSTS FOR THE PORTION OF TIME SPENT BY STAFF MEMBERS ON PUBLIC POLICY ADVOCACY, AMOUNTS PAID TO ORGANIZATIONS THAT ASSIST WITH THIS LOBBYING, AND AN ESTIMATE OF OTHER OFFICE EXPENSES RELATED TO THESE ACTIVITIES. THIS AMOUNT ALSO INCLUDES MAILINGS TO LEGISLATORS, DIRECT CONTACT WITH THEM OR THEIR STAFFS, OTHER OFFICIALS AND THE GENERAL PUBLIC,THESE ARE NOT REPORTED SEPARATELY BECAUSE OF THE SMALL DOLLAR AMOUNTS INVOLVED. 25936 25936 17774481 6043613 11730868 431334 256436 174898 38627687 22291298 16336389 249664023 104141057 145522966 173791057 0 RELATED HOSPITALS IT NOTES PAYABLE 139328445 139328445 X Schedule D, Part X, Line 2, FIN 48 (ASC 740) footnote HSHS IS AN ILLINOIS NOT FOR PROFIT ORGANIZATIONS AS DESCRIBED IN SECTION 501(C) (3) OF THE INTERNAL REVENUE CODE (THE CODE) AND ARE EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. DEFERRED TAX ASSETS AND LIABILITIES ARE RECOGNIZED FOR THE FUTURE TAX CONSEQUENCES ATTRIBUTABLE TO DIFFERENCES BETWEEN THE CONSOLIDATED FINANCIAL STATEMENT CARRYING AMOUNTS OF EXISTING ASSETS AND LIABILITIES AND THEIR RESPECTIVE TAX BASIS AND OPERATING LOSS AND TAX CREDIT CARRYFORWARDS. DEFERRED TAX ASSETS AND LIABILITIES ARE MEASURED USING THE ENACTED TAX RATES EXPECTED TO APPLY TO TAXABLE INCOME IN THE YEARS IN WHICH THOSE TEMPORARY DIFFERENCES ARE EXPECTED TO BE RECOVERED OR SETTLED. THE EFFECT ON DEFERRED TAX ASSETS AND LIABILITIES OF A CHANGE IN TAX RATES IS RECOGNIZED IN INCOME IN THE PERIOD THAT INCLUDES THE ENACTMENT DATE. IN ASSESSING THE REALIZABILITY OF DEFERRED TAX ASSETS, MANAGEMENT CONSIDERS WHETHER IT IS MORE LIKELY THAN NOT THAT SOME PORTION OR ALL OF THE DEFERRED TAX ASSETS WILL NOT BE REALIZED. THE ULTIMATE REALIZATION OF DEFERRED TAX ASSETS IS DEPENDENT UPON THE GENERATION OF FUTURE TAXABLE INCOME DURING THE PERIODS IN WHICH THOSE TEMPORARY DIFFERENCES BECOME DEDUCTIBLE. MANAGEMENT CONSIDERS PROJECTED FUTURE TAXABLE INCOME AND TAX PLANNING STRATEGIES IN MAKING THIS ASSESSMENT. THE DEFERRED TAX ASSETS ATTRIBUTABLE TO THE NET OPERATING LOSS CARRYFORWARDS NOT REALIZED AS OF JUNE 30, 2014 AND 2013 HAVE BEEN FULLY RESERVED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS DUE TO THE UNCERTAINTY OF REALIZATION. HSHS RECOGNIZES THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY THE TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. AS OF JUNE 30, 2014 AND 2013, HSHS DOES NOT HAVE ANY LIABILITIES FOR UNRECOGNIZED TAX BENEFITS. X X X X true true X X X X X X true true false false false false false false false MARY STARMANN-HARRISON PRESIDENT & CEO 899825 0 250364 0 59007 0 229922 0 20198 0 1459316 0 0 0 STEPHANIE S MCCUTCHEON FORMER PRESIDENT & CEO 0 0 0 0 320555 0 0 0 0 0 320555 0 0 0 ANN M CARR TREASURER 223926 0 38138 0 56891 0 236713 0 18355 0 574023 0 24602 0 MICHAEL W COTTRELL CFO 526475 0 128573 0 36956 0 128311 0 28215 0 848530 0 0 0 LAWRENCE SCHUMACHER COO 658748 0 185209 0 390861 0 178777 0 25741 0 1439336 0 332388 0 THERESE B PANDL PRES / CEO EASTERN WISCONSIN DIV 592471 0 122797 0 20230 0 138315 0 28109 0 901922 0 0 0 FRANK L MIKELL CHIEF PHYSICIANS EXECUTIVE 601604 0 121094 0 138876 0 125950 0 20420 0 1007944 0 82259 0 JULIE MANAS DIVISION PRES/CEO 407322 0 138120 0 96055 0 94179 0 23067 0 758743 0 0 0 MARK REIFSTECK DIVISION PRES/CEO 451423 0 102926 0 176074 0 167044 0 25870 0 923337 0 141969 0 MELINDA CLARK PRES/CEO MED GROUP 496703 0 97844 0 16525 0 112512 0 154122 0 877706 0 0 0 Schedule J, Part I, Line 1a, Travel for companions COMPANION TRAVEL WAS PAID BY HSHS TO FRANK MIKELL ($648), LAWRENCE SCHUMACHER ($710) MARY STARMANN-HARRISON ($556) AND KEVIN KAST ($387) DURING THE YEAR. THE FAIR VALUE OF THIS TRAVEL WAS INCLUDED IN THEIR ANNUAL REPORT INCOME. Schedule J, Part I, Line 1a, Tax indemnification and gross-up payments TAX GROSS-UPS WERE PAID BY HSHS TO ANN CARR ($35), MICHAEL COTTRELL ($17), KEVIN KAST ($40), FRANK MIKELL ($17), ROBERT RITZ ($13), LAWRENCE SCHUMACHER ($47) AND MARY STARMANN-HARRISON ($17) DURING THE YEAR. THE FAIR VALUE OF THESE WERE INCLUDED IN THEIR ANNUAL REPORTED INCOME. Schedule J, Part I, Line 1a, Health or social club dues or initiation fees SOCIAL CLUB DUES WERE PAID BY HSHS ON BEHALF OF MARY STARMANN-HARRISON ($6,516), LAWRENCE SCHUMACHER ($5,419) AND FRANK MIKELL ($5,790). THE FAIR VALUE OF THE DUES WERE INCLUDED IN THEIR ANNUAL REPORTED INCOME. Schedule J, Part I, Line 1a, Personal services FINANCIAL PLANNING FEES WERE PAID BY HSHS ON BEHALF OF MARY STARMANN-HARRISON ($1,244) AND FRANK MIKELL ($2,500) DURING THE YEAR. THE FAIR VALUE OF THE SERVICES WERE INCLUDED IN THEIR ANNUAL REPORTED INCOME. Schedule J, Part I, Line 4a, Severance or change-of-control payment STEPHANIE MCCUTCHEON RECEIVED A SEVERANCE PACKAGE DURING THE YEAR IN THE AMOUNT OF $320,555 FOR HER SERVICES AS PRESIDENT AND CEO OF HOSPITAL SISTERS HEALTH SYSTEM. Schedule J, Part I, Line 4b, Supplemental nonqualified retirement plan HSHS EXECUTIVES ELIGIBLE TO PARTICIPATE IN SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) ARE DEFINED IN THE SERP PLAN DOCUMENTS. THE SERP WAS ESTABLISHED TO PROVIDE ADDITIONAL RETIREMENT BENEFITS TO ENSURE REASONABLE MARKET COMPETITIVE BENEFITS IN ACCORDANCE WITH THE HSHS EXECUTIVE COMPENSATION PHILOSOPHY ESTABLISHED BY THE HSHS COMPENSATION COMMITTEE. THE PLAN PROVIDES A DEFINED RETIREMENT CONTRIBUTION TO PARTICIPANTS COMMENCING ON JANUARY 1, 2008, EQUAL TO A PERCENTAGE OF COMPENSATION AS DEFINED IN THE SERP PLAN DOCUENTS FOR THE PLAN YEAR. PARTICIPANTS CONSTRUCTIVELY RECEIVE A DISTRIBUTION FROM THE PLAN NO LATER THAN MARCH 15TH OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH AN AMOUNT IS VESTED AND TAXABLE PURSUANT TO A VESTING SCHEDULE AS SPECIFIED IN THE PLAN DOCUMENT. THE ACTUAL DISTRIBUTION OF THE VESTED BENEFIT UNDER THE PLAN IS PAID IN A SINGLE LUMP SUM TO THE PARTICIPANT OR THE PARTICIPANT'S BENEFICIARY UPON THE EARLIER OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT, DEATH, OR TOTAL AND PERMANENT DISABILITY. THE FOLLOWING INTERESTED PERSONS CONSTRUCTIVELY RECEIVED DEFERRALS TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) IN 2013; THESE DEFERRALS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). ANN M. CARR -- $28,503 LAWRENCE SCHUMACHER -- $121,580 JULIE MANAS -- $55,010 JOAN COFFMAN -- $28,323 MICHAEL COTTRELL -- $68,239 MARY STARMANN-HARRISON -- $176,127 THERESE PANDL -- $72,113 FRANK MIKELL -- $74,691 KEVIN KAST -- $53,196 MARK REIFSTECK -- $57,801 MELINDA CLARK -- $59,649 THE FOLLOWING INTERESTED PERSONS RECEIVED DISTRIBUTIONS FROM THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) IN 2013; THESE PAYMENTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III) AND SCHEDULE J, PART II, COLUMN (F), AS APPLICABLE. ANN M. CARR -- $24,602 LAWRENCE SCHUMACHER -- $332,388 FRANK MIKELL -- $82,259 KEVIN KAST -- $48,641 MARK REIFSTECK -- $141,969 THERESE B PANDL PRES / CEO MORTGAGE X 250000 246974 false true true 246974 SCHEDULE L, PART II, LOANS TO INTERESTED PERSONS ALL LOANS INVOLVING INTERESTED PERSONS ARE COMPLIANT WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY. ANY TRANSACTIONS REQUIRING BOARD APPROVAL ARE REVIEWED BY AN INDEPENDENT BOARD PRIOR TO BEING APPROVED. Form 990, Part VI, Sec A, Line 6, Classes of members or stockholders THE SENIOR GOVERNING BODY OF HOSPITAL SISTERS HEALTH SYSTEM ("HSHS") ARE THE MEMBERS, WHO ARE THE INDIVIDUAL SISTERS, WHO FROM TIME TO TIME ARE THE DULY ELECTED PROVINCIAL SUPERIOR AND PROVINCIAL COUNCILORS OF THE AMERICAN PROVINCE OF THE HOSPITAL SISTERS OF ST. FRANCIS ("AMERICAN PROVINCE"). THE AMERICAN PROVINCE IS THE UNITED STATES ORGANIZATION OF THE CONGREGATION OF THE HOSPITAL SISTERS OF THE THIRD ORDER REGULAR OF ST. FRANCIS, A RELIGIOUS INSTITUTE OF THE ROMAN CATHOLIC CHURCH. Form 990, Part VI, Sec A, Line 7a, Members or stockholders electing members of governing body PURSUANT TO SECTION 2.3 OF THE HSHS BYLAWS, THE MEMBERS, WHO ARE THE INDIVIDUAL SISTERS, WHO FROM TIME TO TIME ARE THE DULY ELECTED PROVINCIAL SUPERIOR AND PROVINCIAL COUNCILORS OF THE AMERICAN PROVINCE OF THE HOSPITAL SISTERS OF ST. FRANCIS ("AMERICAN PROVINCE"), HAVE THE RIGHT TO APPOINT AND REMOVE HSHS BOARD OF DIRECTORS, CHAIRPERSON OF THE BOARD, AND PRESIDENT. Form 990, Part VI, Sec A, Line 7b, Decisions requiring approval by members or stockholders RESPONSIBILITY FOR THE POLICY AND OPERATIONS OF HOSPITAL SISTERS HEALTH SYSTEM (THE "CORPORATION") IS VESTED IN ITS BOARD OF DIRECTORS, EXCEPT WITH RESPECT TO SPECIFIC POWERS RESERVED IN THE CORPORATION'S BYLAWS TO THE CORPORATION'S MEMBERS. THE MEMBERS OF THE CORPORATION ARE THE INDIVIDUAL SISTERS, WHO FROM TIME TO TIME ARE THE DULY ELECTED PROVINCIAL SUPERIOR AND PROVINCIAL COUNCILORS OF THE AMERICAN PROVINCE OF THE HOSPITAL SISTERS OF ST. FRANCIS ("AMERICAN PROVINCE"). THE AMERICAN PROVINCE IS THE UNITED STATES ORGANIZATION OF THE CONGREGATION OF THE HOSPITAL SISTERS OF THE THIRD ORDER REGULAR OF ST. FRANCIS, A RELIGIOUS INSTITUTE OF THE ROMAN CATHOLIC CHURCH. THE GOVERNANCE AND OPERATIONS OF THE CORPORATION ARE SUBJECT TO THE MEMBERS' RIGHTS TO EXERCISE THESE RESERVED POWERS WITH RESPECT TO THE CORPORATION AND ORGANIZATIONS OF WHICH THE CORPORATION IS EITHER DIRECTLY OR INDIRECTLY A CONTROLLING MEMBER, OR A CONTROLLING SHAREHOLDER ("AFFILIATES"). THE MEMBERS' RESERVED POWERS INCLUDE ALL RIGHTS GRANTED TO THE MEMBERS BY LAW AND THE RIGHT TO: (A) ADOPT, APPROVE AMENDMENTS TO, OR AMEND ANY STATEMENT OF PHILOSOPHY, MISSION, MISSION INTEGRATION OR VALUES, OR ANY NAME, LOGO, OR MARK OF THE CORPORATION OR OF ANY AFFILIATE; (B) ADOPT, APPROVE AMENDMENTS TO, OR AMEND THE ARTICLES OF INCORPORATION OF THE CORPORATION OR OF ANY AFFILIATE; (C) ADOPT, APPROVE AMENDMENTS TO, OR AMEND THE BYLAWS OF THE CORPORATION OR OF ANY AFFILIATE; (D) APPOINT AND REMOVE THE BOARD OF DIRECTORS, ANY ONE OR MORE OF THE DIRECTORS OF THE CORPORATION OR OF HOSPITAL SISTERS SERVICES, INC. ("HSSI"), AND THE CHAIRPERSON AND PRESIDENT OF THE CORPORATION OR OF HSSI; (E) APPROVE THE RECOMMENDATION OF THE BOARD OF DIRECTORS TO APPOINT OR REMOVE THE BOARD OF DIRECTORS, ANY ONE OR MORE DIRECTORS OF THE CORPORATION OR OF HSSI, OR THE CHAIRPERSON AND PRESIDENT OF THE CORPORATION OR OF HSSI. (F) WITH RESPECT TO THE CORPORATION OR ANY AFFILIATE, APPROVE THE PURCHASE, SALE, ALIENATION, EXCHANGE, LEASE, OR ENCUMBRANCE OF ANY REAL PROPERTY OF THE CORPORATION OR OF ANY AFFILIATE, WHICH PROPERTY HAS A VALUE IN EXCESS OF LIMITS SET FROM TIME TO TIME BY THE MEMBERS; (G) APPROVE DEBT INCURRED BY THE CORPORATION OR ANY AFFILIATE IN AN AMOUNT IN EXCESS OF LIMITS SET FROM TIME TO TIME BY THE MEMBERS; (H) APPROVE DEVIATIONS BY THE CORPORATION FROM THE ANNUAL CAPITAL AND OPERATING BUDGETS IN AN AMOUNT OR PERCENTAGE SPECIFIED BY THE MEMBERS FROM TIME TO TIME; (I) APPROVE THE CONSOLIDATED STRATEGIC PLAN AND GOALS OF THE CORPORATION; (J) APPROVE THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR OF ANY AFFILIATE; (K) APPROVE THE MERGER OR DISSOLUTION OF THE CORPORATION OR OF ANY AFFILIATE; (L) ADOPT OR AMEND THE PLAN FOR MINISTRY EDUCATION AND GOVERNANCE FOR THE CORPORATION AND ITS AFFILIATES; (M) APPROVE THE CORPORATION'S MISSION ACCOUNTABILITY REPORTS AND THOSE OF ANY AFFILIATE; (N) ADOPT POLICIES TO IMPLEMENT THE RESERVED POWERS OF THE MEMBERS. Form 990, Part VI, Sec B, Line 11b, Review of form 990 by governing body THE ORGANIZATION ENGAGES CROWE HORWATH TO ASSIST IN THE OVERALL REVIEW AND ELECTRONIC SUBMISSION OF ITS FORM 990. CROWE HORWATH PROVIDES GUIDANCE IN IDENTIFYING CRITICAL ERRORS IN THE RETURN SUBMISSION AND FEEDBACK ON QUANTITATIVE AND QUALITATIVE RESPONSES. ADDITIONALLY, THE ORGANIZATION'S CFO PERFORMS A THOROUGH REVIEW OF THE RETURN, AND REVIEWS IT WITH THE ORGANIZATION'S CEO, AND/OR SENIOR LEADERS, BEFORE PRESENTING IT IN ITS ENTIRETY TO THE HOSPITAL BOARD FOR QUESTIONING AND REVIEW PRIOR TO THE RETURN'S SIGNING AND SUBMISSION TO THE IRS. Form 990, Part VI, Sec B, Line 12c, Conflict of interest policy A REVISED CORPORATE COMPLIANCE PROGRAM AND CONFLICT OF INTEREST POLICY HAVE BEEN USED SINCE JANUARY, 2009 TO ESTABLISH THE PRACTICE OF MANAGING CONFLICTS OF INTEREST USING A SYSTEM-WIDE PROTOCOL FOR DISCLOSURE STATEMENTS. IN ACCORDANCE WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY, ALL COVERED PERSONS HAVE A DUTY TO COMPLY WITH THE CONFLICT OF INTEREST POLICY FOR ANY CONTRACT, TRANSACTION, RELATIONSHIP, OR ACTIVITY CONTEMPLATED, ENTERED INTO, OR CONDUCTED AT HSHS. THE POLICY DEFINES COVERED PERSONS AS BOARD MEMBERS, BOARD COMMITTEE MEMBERS, OFFICERS, BOARD DESIGNEES, SENIOR MANAGEMENT, MEMBERS OF ANY COMMITTEE THAT OVERSEES THE APPROVAL OF PHARMACEUTICALS AND MEDICAL DEVICES, AND ANY OTHER INDIVIDUAL WHO HOLDS A POSITION OF TRUST. ON AN ANNUAL BASIS, HSHS DISCLOSES A COPY OF THE CONFLICT OF INTEREST POLICY, (AND ALL CORRESPONDING PROCEDURES, GUIDELINES, FORMS, AND TOOLS), TO ALL COVERED PERSONS, AND ADVISES ALL COVERED PERSONS IN WRITING OF ANY SUBSTANTIVE CHANGES TO THIS POLICY AND SUCH RELATED MATERIALS. THE COVERED PERSONS ARE REQUIRED TO REVIEW AND COMPLETE THE CORRESPONDING CONFLICT OF INTEREST STATEMENT. THE SYSTEM OFFICE VICE PRESIDENT, SYSTEM RESPONSIBILITY OR MEMBERS OF THE AUDIT AND INTEGRITY COMMITTEE ("COMMITTEE") ARE AVAILABLE TO ANSWER ANY QUESTIONS A COVERED PERSON MAY HAVE. IN ADDITION, IF, AT ANY TIME AFTER SUBMITTING AN ANNUAL CONFLICT OF INTEREST STATEMENT, A COVERED PERSON BECOMES AWARE OF AN INTEREST THAT HE OR SHE WOULD HAVE HAD TO DISCLOSE AT THE ANNUAL INTERVAL, THE COVERED PERSON SHALL PROMPTLY DISCLOSE THE INTEREST TO THE COMMITTEE USING THE HSHS CONFLICT OF INTEREST DISCLOSURE STATEMENT. COMPLETED CONFLICT OF INTEREST STATEMENTS ARE SUBMITTED TO THE COMMITTEE OF HSHS WHICH IS RESPONSIBLE FOR IDENTIFYING, ASSESSING, AND MANAGING CONFLICTS OF INTEREST THAT ARISE IN THE COURSE OF CONDUCTING THE AFFAIRS OF HSHS. IF THE COMMITTEE DETERMINES THAT A CONFLICT OF INTEREST EXISTS, HSHS SHALL NOT ENGAGE IN, OR ENTER INTO A PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY UNLESS THE COMMITTEE OR, WHERE NECESSARY, THE BOARD OF DIRECTORS (ACTING THROUGH ITS DISINTERESTED MEMBERS), HAS INVESTIGATED ALTERNATIVES TO THE PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY AND, IN THE ABSENCE OF ALTERNATIVES THAT ARE IN THE BEST INTERESTS OF HSHS, HAS DETERMINED: 1. THAT, REGARDLESS OF WHETHER THE COVERED PERSON PARTICIPATES IN THE IMPLEMENTATION OF THE PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY; 2. THE CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY IS IN THE BEST INTERESTS OF HSHS; 3. THE CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY IS FAIR AND REASONABLE FROM THE PERSPECTIVE OF HSHS; AND 4. HSHS CANNOT OBTAIN A MORE ADVANTAGEOUS CONTRACT, TRANSACTION, ARRANGEMENT OR ACTIVITY WITH REASONABLE EFFORTS UNDER THE CIRCUMSTANCES. IN DETERMINING WHETHER A CONTRACT, TRANSACTION, OR ARRANGEMENT IS FAIR AND REASONABLE TO HSHS, THE COMMITTEE SHALL CONSIDER, WHERE APPLICABLE: 1. APPRAISALS OR OTHER INDEPENDENT VALUATIONS OF THE FAIR MARKET VALUE OF THE CONTRACT, TRANSACTION, OR ARRANGEMENT; 2. INFORMATION REGARDING COMPARABLE CONTRACTS, TRANSACTIONS, OR ARRANGEMENTS BETWEEN UNRELATED PARTIES; 3. OFFERS FROM COMPARABLE COMPETING ENTITIES; AND/OR 4. STUDIES OF COMPARABLE COMPENSATION ARRANGEMENTS. IN ANY CASE IN WHICH THE COMMITTEE FINDS, AFTER TAKING THE STEPS DESCRIBED ABOVE, THAT HSHS SHOULD PARTICIPATE IN A PROPOSED TRANSACTION OR ARRANGEMENT DESPITE THE EXISTENCE OF A CONFLICT OF INTEREST, THE COMMITTEE SHALL DEVELOP, IMPLEMENT, MONITOR, AND ENFORCE COMPLIANCE WITH A CONFLICT MANAGEMENT PLAN FOR MANAGING THE CONFLICT OF INTEREST AS IT CONSIDERS NECESSARY FOR SUCH FINDINGS TO REMAIN VALID THROUGHOUT THE LIFE OF THE CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY. ALL CONFLICT MANAGEMENT PLANS SHALL: 1. STATE THAT THE COMMITTEE WILL OVERSEE, MONITOR, AND ENFORCE COMPLIANCE WITH THE PLAN THROUGHOUT THE COURSE OF THE STUDY, AND SPECIFY MEANS FOR DOING SO, INCLUDING, WITHOUT LIMITATION, THAT THE APPROPRIATE INDIVIDUALS MUST PROVIDE THE COMMITTEE WITH WRITTEN REPORTS PERTAINING TO COMPLIANCE WITH THE CONFLICT MANAGEMENT PLAN, THAT THE COMMITTEE SHALL HAVE THE RIGHT TO AUDIT THE STUDY FOR SUCH COMPLIANCE, AND THE RIGHT TO IMPOSE SANCTIONS FOR NON-COMPLIANCE; 2. STATE THAT THE PLAN MUST BE SHARED WITH COVERED PERSON WHOSE INTERESTS IT WAS DEVELOPED TO MANAGE; 3. STATE THAT THE PLAN MUST BE SHARED WITH, AND PERIODIC REPORTS ON COMPLIANCE WITH THE PLAN MUST BE PROVIDED TO, THE BOARD, SENIOR MANAGEMENT AND/OR GOVERNMENT AGENCIES; AND 4. PROVIDE FOR SUCH OTHER MANAGEMENT STEPS AND MECHANISMS THE COMMITTEE CONSIDERS NECESSARY AND APPROPRIATE. IN ADDITION TO THE COMMITTEE, THE SYSTEM OFFICE VICE PRESIDENTS OF SYSTEM RESPONSIBILITY AND RISK & COMPLIANCE MAY RETAIN SUCH INDEPENDENT ADVISORS OR EXPERTS AS DEEMED NECESSARY TO ASSIST IN MAKING ITS DETERMINATIONS AND DECISIONS. IF THE COMMITTEE DETERMINES THAT THE CONTEMPLATED TRANSACTION, RELATIONSHIP, ARRANGEMENT OR ACTIVITY CANNOT PROCEED DUE TO A CONFLICT OF INTEREST, THE COMMITTEE SHALL INFORM THE APPLICABLE COVERED PERSON OR DECISION-MAKING BODY OF SUCH DETERMINATION WITHIN ONE WEEK OF THE COMMITTEE MEETING AT WHICH THE CONTEMPLATED TRANSACTION WAS DISCUSSED. THE COMMITTEE SHALL DOCUMENT ITS REJECTION OF THE CONTEMPLATED TRANSACTION IN THE COMMITTEE'S MEETING MINUTES. FORM 990, PART VI, LINE 13, WHISTLEBLOWER POLICY PROVISIONS WITHIN THE CORPORATE COMPLIANCE PROGRAM AND CONFLICT OF INTEREST POLICY PROVIDE PROTECTIONS FOR WHISTLEBLOWER TYPE ACTIVITIES. Form 990, Part VI, Sec B, Line 15a, Process to establish compensation of top management official THE COMPENSATION COMMITTEE ("COMMITTEE") IS COMPRISED OF INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS. THE COMMITTEE DEVELOPS A COMPENSATION PHILOSOPHY FOR THE SYSTEM AND ALL AFFILIATES. THE COMMITTEE SELECTS AND HIRES THE INDEPENDENT COMPENSATION CONSULTANT TO DEVELOP COMPARABILITY DATA AND ADVISE THE COMMITTEE DURING ITS DELIBERATIONS REGARDING ALL ELEMENTS OF TOTAL COMPENSATION FOR ALL DISQUALIFIED INDIVIDUALS. INTEGRATED HEALTHCARE STRATEGIES ("IHS"), THE CONSULTANTS UTILIZED BY THE COMMITTEE, USE DATA FROM MULTIPLE TAX-EXEMPT PEER GROUP SOURCES TO DETERMINE SALARY RANGES, INCENTIVE OPPORTUNITY RANGES, AND BENEFITS FOR THE DISQUALIFIED INDIVIDUALS. IHS THEN ASSISTS THE COMMITTEE IN PREPARING CONTEMPORANEOUS DOCUMENTATION OF ALL ACTIONS. EACH COMMITTEE MEETING IS CONDUCTED WITH THE INTENT TO CREATE A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR ALL ELEMENTS OF EXECUTIVE TOTAL COMPENSATION FOR THE DISQUALIFIED INDIVIDUALS. THE CHAIRMAN MAKES THIS DECLARATION AND ALSO INQUIRES IF THERE ARE ANY CONFLICTS OF INTEREST BY ANY ATTENDEES. ANY CONFLICTS ARE DISCLOSED AND THE COMMITTEE THEN ACTS IN A MANNER TO AVOID ANY CONFLICTED INDIVIDUAL PARTICIPATING IN ANY MANNER WHERE A CONFLICT MIGHT EXIST. AT THE END OF THE MEETING, THE COMMITTEE PREPARES CONTEMPORANEOUS MINUTES THAT RECORD ALL ACTIONS TAKEN DURING THE MEETING. Form 990, Part VI, Sec B, Line 15b, Process to establish compensation of other employees PLEASE SEE RESPONSE TO FORM 990, PART VI, LINE 15A. Form 990, Part VI, Sec C, Line 19, Required documents available to the public BOARD-APPROVED FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE GENERAL PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A, COMPENSATION ARRANGEMENT HOSPITAL SISTERS HEALTH SYSTEM EMPLOYS THE MANAGEMENT/OFFICERS OF THE VARIOUS ENTITIES WHICH ARE CENTRALLY SUPPORTED FOR THE BENEFIT OF THE THIRTEEN HOSPITALS IT SPONSORS. FORM 990, PART X, LINE 11, POOLED INVESTMENT ACCOUNT HOSPITAL SISTERS HEALTH SYSTEM CASH RESERVES ARE INVESTED IN A POOLED INVESTMENT ACCOUNT. PARTICIPATION IN THE POOLED FUND IS LIMITED TO THE 501(C)(3) HOSPITALS AND RELATED HEALTH SERVICES ORGANIZATIONS SPONSORED BY HSHS. THE POOLED ACCOUNT CONSISTS OF CASH, AND EQUITY AND DEBT SECURITIES THAT ARE PUBLICLY TRADED. IN ACCORDANCE WITH THE PROVISIONS OF SFAS NO. 124 "ACCOUNTING FOR CERTAIN INVESTMENTS HELD BY NOT-FOR-PROFIT ORGANIZATIONS," INVESTMENTS IN EQUITY SECURITIES WITH READILY DETERMINABLE VALUES, AND ALL INVESTMENTS IN DEBT SECURITIES, ARE REPORTED AT FAIR VALUE ON THE BALANCE SHEET. INCOME, REALIZED AND UNREALIZED GAINS AND LOSSES ARE NOT IDENTIFIED TO THE PARTICIPANTS. Form 990 , Part XI, Line 9, Other changes in net assets or fund balances TRANSFERS FROM AFFILIATES - 37343197; CHANGE IN PENSION FUND STATUS - -5240826; CHANGE IN BENEFICIAL INTEREST IN THE FOUNDATION - 63731; EQUITY IN EARNINGS OF KIARA - -21962051; SCHEDULE O, AFFILIATED SYSTEM DISCLOSURE (CONTINUED) HSHS HOSPITALS ALSO UNDERSTAND WE NEED TO LISTEN CLOSELY TO THE RESIDENTS OF THE COMMUNITIES WE SERVE TO ENSURE THE HEALTH CARE NEEDS OF ALL ARE BEING MET. TO THAT END, EACH OF OUR 13 HOSPITALS COMPLETED COMMUNITY HEALTH NEEDS ASSESSMENTS (CHNA) DURING FY2012. THE INFORMATION GATHERED FROM THESE ASSESSMENTS IS BEING USED TO HELP US DEVELOP NEW, AND ENHANCE EXISTING, PROGRAMS AND SERVICES THAT BEST ADDRESS THE NEEDS OF THE COMMUNITY. SEVERAL PRIORITY NEEDS WERE IDENTIFIED IN THE CHNAS INCLUDING METABOLIC AND CARDIOVASCULAR DISEASE MANAGEMENT, ADEQUATE FOOD AND NUTRITION, AND MENTAL HEALTH. HSHS HOSPITALS ARE ADDRESSING THESE AND OTHER NEEDS BY PROACTIVELY OFFERING EDUCATIONAL OPPORTUNITIES, PREVENTATIVE SCREENINGS, AND NEW OR ENHANCED CLINICAL SERVICES. IN MANY CASES, THE HOSPITALS COLLABORATE WITH OTHER COMMUNITY ORGANIZATIONS TO ADDRESS IDENTIFIED NEEDS. IN PARTNERSHIP WITH THE SANGAMON COUNTY HEALTH DEPARTMENT AND LOCAL FARMERS, ST. JOHN'S HOSPITAL IN SPRINGFIELD, ILLINOIS TOOK A LEAD ROLE IN BRINGING A FARMERS MARKET TO THE EAST SIDE OF SPRINGFIELD. THE EAST SIDE FARMERS MARKET (ESFM) ADDRESSES THREE COMMUNITY NEEDS: CHILDHOOD OBESITY, CHILDHOOD POVERTY (26% OF CHILDREN IN SANGAMON COUNTY LIVE IN POVERTY VS. 18% IN THE STATE) AND PROVIDING FRESH PRODUCE TO PERSONS LIVING IN A KNOWN "FOOD DESERT." OVER THE LAST THREE SUMMERS (JUNE - OCTOBER), ESFM HAS SERVED 3,074 FAMILIES. WIC CLIENTS, SENIOR CITIZENS AND DISABLED PERSONS HAVE ESPECIALLY BENEFITTED DUE TO ESFM BEING OFFERED ON THE SAME DAY AS WIC EDUCATION CLASSES, AND THE CLOSE PROXIMITY OF PARKING TO VENDORS. IN ADDITION, THE FARMERS CREATED A "DRIVE THROUGH" TO MAKE SHOPPING EASIER FOR SENIORS AND DISABLED PERSONS. ST. MARY'S HOSPITAL IN STREATOR, ILLINOIS TEAMED UP WITH THE STREATOR YMCA TO OFFER A 12-WEEK WEIGHT LOSS PROGRAM - HEALTHY YOU - TO MOTIVATE MORE THAN 300 PARTICIPANTS, 80% OF WHOM WERE RETURNING PARTICIPANTS FROM FY2013, TO LOSE WEIGHT AND MAINTAIN A HEALTHY LIFESTYLE. THE PROGRAM INCLUDED AEROBICS CLASSES, COOKING CLASSES, AND A MAINTENANCE PROGRAM TO ENCOURAGE PARTICIPANTS TO WEIGH IN MONTHLY. SURVEYS WERE COLLECTED AT REGISTRATION TO QUANTIFY PROGRESS FOR REPEAT PARTICIPANTS - 53% STATED THEY WERE ABLE TO MAINTAIN THEIR WEIGHT LOSS AND 74% WERE ABLE TO CONTINUE TO LOSE WEIGHT. IN FY2014, HEALTHY YOU PARTICIPANTS COLLECTIVELY LOST 2,853 POUNDS OR 4.42% OF TOTAL BODY WEIGHT. IN FY2014, ST. MARY'S HOSPITAL IN DECATUR, ILLINOIS PARTNERED WITH LOCAL PROVIDERS TO PROMOTE THE LEARN MORE, BREATHE BETTER CAMPAIGN IN COORDINATION WITH THE NATIONAL HEART, LUNG AND BLOOD INSTITUTE TO EDUCATE THE COMMUNITY ABOUT COPD AND OTHER BREATHING ISSUES AND TO PROMOTE BEHAVIORS THAT IMPROVE HEALTH. BREATHING ISSUES ARE PREVALENT IN THE DECATUR AREA DUE TO THE CONCENTRATION OF MANUFACTURING AND POOR AIR QUALITY. ST. MARY'S HAS RESEARCHED AND COMPILED ADMISSIONS DATA RELATED TO COPD AND HAS INCREASED PATIENT, PROVIDER AND COMMUNITY EDUCATION TO BETTER COORDINATE CARE ACROSS THE CONTINUUM FOR BETTER PATIENT OUTCOMES. IN ADDITION, ST. MARY'S HOSPITAL'S MODEL FOR COPD CORE MEASURES HAS BEEN SHARED AT NATIONAL BEST PRACTICES SEMINARS TO BENEFIT OTHER COMMUNITIES. ACCORDING TO THE NATIONAL ASSESSMENT OF ADULT LITERACY, ONLY 12% OF ADULTS HAVE "PROFICIENT" HEALTH LITERACY, I.E. NINE OUT OF 10 ADULTS LACK THE SKILLS NEEDED TO MANAGE THEIR HEALTH. HEALTH LITERACY WAS IDENTIFIED IN THE CHNA COMPLETED BY ST. NICHOLAS HOSPITAL IN SHEBOYGAN AND THE DEPARTMENT OF PUBLIC HEALTH IN FY2012. IN TURN, ST. NICHOLAS HOSPITAL SPONSORED A SYMPOSIUM FOR HEALTH CARE PROVIDERS AND SOCIAL SERVICES ORGANIZATIONS AND A COMMUNITY-WIDE CME FOR ALL SHEBOYGAN PHYSICIANS AS WELL AS STAFF TRAINING AS FIRST STEPS IN ADDRESSING THE HEALTH LITERACY NEEDS OF THE SHEBOYGAN COMMUNITY IN FY2013. IN FY2014, THE HEALTHY SHEBOYGAN COUNTY 2020 HEALTH LITERACY COMMITTEE HOSTED FIVE FOCUS GROUPS (HISPANIC, HMONG, LOW-INCOME, SENIOR CITIZENS AND YOUNG ADULTS) AND AN EXECUTIVE BRIEFING FOR HEALTH CARE LEADERS TO SHARE THE RESULTS OF THE COMMUNITY SURVEY AND FOCUS GROUPS. WITH THE SUPPORT OF ST. NICHOLAS HOSPITAL, A HEALTH LITERACY COMMUNITY AWARENESS CAMPAIGN IS BEING DEVELOPED. SACRED HEART HOSPITAL IN EAU CLAIRE, WISCONSIN ADDRESSED THE NEED FOR MENTAL AND BEHAVIORAL HEALTH SERVICES THROUGH THE HEALING PLACE. FREE GRIEF AND HOLISTIC SUPPORT SERVICES SUCH AS ONE ON ONE COUNSELING, WORKSHOPS AND PRESENTATIONS ARE PROVIDED FOR INDIVIDUALS AND FAMILIES DEALING WITH LOSS AND MAJOR LIFE TRANSITIONS DUE TO MILITARY SERVICE, ILLNESS, DEATH, DIVORCE, ETC. EXPANDED MEDICAL KNOWLEDGE HSHS WORKS TO ADVANCE MEDICAL KNOWLEDGE BY SUPPORTING RESEARCH INITIATIVES AND EDUCATIONAL OPPORTUNITIES. IN FY2014, HSHS HOSPITALS AND AFFILIATED PHYSICIAN GROUPS CONTRIBUTED MORE THAN $18.5 MILLION TOWARD RESEARCH AND EDUCATION. HIGHLIGHTS OF THIS COMMITMENT INCLUDE SUBSIDIZING MEDICAL SCHOOL RESIDENCY PROGRAMS, OFFERING ONGOING MEDICAL EDUCATION TO PHYSICIANS AND CLINICIANS, AND PROVIDING JOB SHADOWING PROGRAMS FOR HIGH SCHOOL STUDENTS. ANOTHER EXAMPLE OF THIS COMMITMENT INCLUDES ST. JOHN'S COLLEGE OF NURSING IN SPRINGFIELD, ILLINOIS, WHICH OFFERS THE LAST TWO YEARS OF THE BACCALAUREATE DEGREE IN NURSING, AS WELL AS CONTINUING EDUCATION PROGRAMS FOR NURSES AND HEALTH PROFESSIONALS. ST. JOHN'S COLLEGE HAS BEEN CITED AS THE OLDEST CATHOLIC HOSPITAL-BASED SCHOOL OF NURSING IN THE UNITED STATES. FOUNDED IN 1886, THE COLLEGE HAS REMAINED DEDICATED THROUGHOUT ITS RICH HISTORY TO THE EDUCATION OF PROFESSIONAL NURSES WHOSE PRACTICE EXEMPLIFIES EXCELLENCE IN AN INTEGRATED HEALTH CARE SYSTEM. THE COLLEGE IS ALSO HELPING TO ADDRESS THE SHORTAGE OF PRIMARY CARE PROFESSIONALS IN DOWNSTATE ILLINOIS. ST. ELIZABETH'S HOSPITAL IN BELLEVILLE, ILLINOIS PROVIDED CLINICAL EDUCATION IN NURSING, RADIOLOGY, SURGERY, RESPIRATORY, DIETARY, PHYSICAL AND OCCUPATIONAL THERAPY, PHARMACY AND BEHAVIORAL HEALTH TO 637 AREA COMMUNITY COLLEGE AND UNIVERSITY STUDENTS. THIS MENTORING IS VALUED AT MORE THAN $440,000. IN ADDITION, TO ADDRESS A SHORTAGE OF PRIMARY CARE FAMILY PRACTICE DOCTORS IN ST. CLAIR COUNTY, ST. ELIZABETH'S SUBSIDIZED THE ST. LOUIS UNIVERSITY FAMILY MEDICINE RESIDENCY PROGRAM, A UNIQUE MERGER OF A COMMUNITY-BASED SETTING, AN ACADEMIC CENTER AND A MILITARY-BASED RESIDENCY. CLINICAL EDUCATION SITES INCLUDED ST. ELIZABETH'S HOSPITAL, CARDINAL GLENNON CHILDREN'S HOSPITAL, AREA PHYSICIANS' OFFICES AND SCOTT AIR FORCE BASE OUTPATIENT CLINICS. ALSO IN SOUTHERN ILLINOIS, ST. JOSEPH'S HOSPITAL IN BREESE, HOSTED MEMBERS OF THE HEALTH OCCUPATIONS STUDENTS OF AMERICA ONSITE TO LEARN ABOUT JOB OPPORTUNITIES IN HEALTH CARE FROM HEALTH CARE PROFESSIONALS; ST. JOSEPH'S HOSPITAL WAS RECENTLY RECOGNIZED BY THE ILLINOIS PRINCIPALS ASSOCIATION - KASKASKIA REGION FOR SPONSORING THE PROGRAM FOR MORE THAN 30 YEARS. ST. JOSEPH'S HOSPITAL ALSO PROVIDES CLINICAL EXPERIENCE FOR KASKASKIA COLLEGE STUDENTS ENROLLED IN THE NURSING, PHYSICAL THERAPY AND RADIOLOGY PROGRAMS. PHARMACY STUDENTS HAVE ALSO COMPLETED THEIR CLINICAL TRAINING AT ST. JOSEPH'S HOSPITAL. HIGHER LEVEL OF CARE HSHS COMMUNITY BENEFIT INITIATIVES ARE A VITAL PART OF OUR OVERALL MISSION. WE BELIEVE THAT THROUGH OUR WORK TO CREATE GREATER ACCESS TO CARE, BETTER COMMUNITY HEALTH, AND EXPANDED MEDICAL KNOWLEDGE, WE MADE A POSITIVE DIFFERENCE IN THE LIVES OF TENS OF THOUSANDS OF PEOPLE IN ILLINOIS AND WISCONSIN IN FY2014. HOSPITAL SISTERS HEALTH SYSTEM'S COMMITMENT TO COMMUNITY BENEFIT STEMS FROM THE FRANCISCAN AND CATHOLIC VALUES SHARED BY OUR 14,000 COLLEAGUES ACROSS WISCONSIN AND ILLINOIS. CATHOLIC HEALTH CARE IS COMMITTED TO PROMOTING AND DEFENDING HUMAN DIGNITY, CARING FOR PERSONS LIVING IN POVERTY AND OTHER VULNERABLE POPULATIONS, AND PROMOTING THE COMMON GOOD. WE REMAIN DEDICATED TO CONTINUOUSLY IMPROVE COMMUNITY HEALTH THROUGH OUR STRATEGIC, WELL-DEFINED COMMUNITY BENEFIT INITIATIVES SO THAT WE CAN HELP MORE PEOPLE LIVE HEALTHIER LIVES. SCHEDULE O, AFFILIATED SYSTEM DISCLOSURE HOSPITAL SISTERS HEALTH SYSTEM (HSHS) IS A HEALTH CARE MINISTRY THAT INCLUDES 13 HOSPITALS, NUMEROUS COMMUNITY-BASED HEALTH CENTERS AND CLINICS, AND HUNDREDS OF PHYSICIAN PARTNERS ACROSS ILLINOIS AND WISCONSIN. THE MISSION OF HSHS IS "TO REVEAL AND EMBODY CHRIST'S HEALING LOVE FOR ALL PEOPLE THROUGH OUR HIGH QUALITY FRANCISCAN HEALTH CARE MINISTRY." WE LIVE OUR MISSION BY PROVIDING HOLISTIC HEALING TO ALL WHO SEEK OUR CARE, AS WELL AS THROUGH COMMUNITY BENEFIT. WORKING COLLABORATIVELY WITH OTHERS IN THE COMMUNITIES WE SERVE, OUR COMMUNITY BENEFIT INITIATIVES ARE STRATEGICALLY AND SUCCESSFULLY EXPANDING ACCESS TO CARE, IMPROVING THE HEALTH STATUS OF RESIDENTS, AND FURTHERING MEDICAL EDUCATION AND KNOWLEDGE. IN FY2014, OUR 13 HOSPITALS RESPONDED TO NEEDS IDENTIFIED IN EACH OF THEIR COMMUNITY HEALTH NEEDS ASSESSMENTS (CHNAS) COMPLETED IN FY2012. THE INFORMATION GATHERED FROM THESE ASSESSMENTS WAS USED TO DEVELOP NEW AND ENHANCE EXISTING COMMUNITY BENEFIT PROGRAMS AND SERVICES THAT BEST ADDRESSED COMMUNITY NEEDS. INCLUDED AMONG THE MANY PRIORITY NEEDS IDENTIFIED IN OUR CHNAS WERE CHRONIC DISEASE PREVENTION AND MANAGEMENT, OBESITY, ADEQUATE FOOD AND NUTRITION, MENTAL HEALTH, AND ACCESS TO HEALTH CARE SERVICES. HSHS HOSPITALS ARE PROACTIVELY ADDRESSING THESE AND OTHER NEEDS THROUGH PATIENT, PROVIDER AND COMMUNITY EDUCATION, PREVENTATIVE SCREENINGS, SELF-MANAGEMENT CLASSES, AND NEW OR ENHANCED CLINICAL SERVICES. ACROSS HSHS, WE COLLECTIVELY PROVIDED $174.0 MILLION IN COMMUNITY BENEFIT (OR 9.3% OF TOTAL HOSPITAL EXPENSES) IN FY2014. INCLUDED IN THIS AMOUNT WAS $39.9 MILLION PROVIDED FOR FINANCIAL ASSISTANCE (I.E. CHARITY CARE) AND $95.8 MILLION FOR UNREIMBURSED CARE PROVIDED UNDER THE MEDICAID PROGRAM. IN ADDITION, HSHS HOSPITALS COMMITTED SIGNIFICANT RESOURCES TO CARE FOR MEDICARE PATIENTS. THE COST OF PROVIDING SERVICES TO PRIMARILY ELDERLY BENEFICIARIES OF THE MEDICARE PROGRAM - IN EXCESS OF GOVERNMENTAL AND MANAGED CARE CONTRACT PAYMENTS - WAS $175.2 MILLION. HSHS HOSPITALS ALSO RECORDED $94.2 MILLION IN UNCOLLECTIBLE ACCOUNTS. WHILE THE LATTER TWO AMOUNTS ARE NOT COUNTED AS COMMUNITY BENEFIT, THEY NONETHELESS REFLECT OUR COMMITMENT TO ALL PERSONS IN NEED OF CARE. IN ADDITION TO THE DOLLARS INVESTED IN OUR COMMUNITY BENEFIT PROGRAMS, HSHS ALSO CONTINUES TO REINVEST ANY SURPLUS REVENUE FROM OPERATIONS AND INVESTMENTS INTO NEW MEDICAL TECHNOLOGY, FACILITY INFRASTRUCTURE AND HEALTH CARE SERVICES IN OUR COMMUNITIES. BY DOING SO, WE ENSURE WE ARE ABLE TO MEET THE ONGOING DEMAND FOR HIGH QUALITY, EFFICIENT AND EASILY ACCESSIBLE HEALTH CARE. RECOGNIZING THAT THE HEALTH CARE DELIVERY MODEL IN THE UNITED STATES IS EVOLVING, HSHS REMAINS FOCUSED ON IMPLEMENTING OUR CARE INTEGRATION STRATEGY. CARE INTEGRATION COORDINATES THE DELIVERY OF CARE AROUND THE NEEDS OF EACH PATIENT. DURING FY2014, WE MADE SIGNIFICANT PROGRESS WITH THIS STRATEGY AS WE FURTHER IMPLEMENTED INTEROPERABLE HEALTH INFORMATION TECHNOLOGIES, EXPANDED THE NUMBER OF MEDICAL HOMES, AND STRENGTHENED OUR ALIGNMENT WITH PHYSICIANS. GREATER ACCESS TO CARE AS A FRANCISCAN HEALTH CARE MINISTRY, HSHS IS DEEPLY COMMITTED TO SERVING THOSE WHO ARE MOST IN NEED. WE NOT ONLY PROVIDE CARE TO EVERY PATIENT WHO WALKS THROUGH OUR DOORS, BUT ALSO REACH OUT BEYOND THE WALLS OF OUR HOSPITALS AND CLINICS TO CARE FOR THOSE IN OUR COMMUNITIES. OUR EFFORTS TO ENSURE RESIDENTS IN THE COMMUNITIES WE SERVE RECEIVE THE RIGHT CARE AT THE RIGHT TIME IN THE RIGHT SETTING OFTEN INVOLVE PARTNERING WITH OTHERS TO ACHIEVE THIS GOAL. ACROSS OUR TWO-STATE SYSTEM, THERE ARE NUMEROUS EXAMPLES OF HSHS COLLABORATING WITH OTHER ORGANIZATIONS TO ENHANCE ACCESS TO CARE FOR THOSE IN NEED. IN FY2014, HSHS AND OUR 13 HOSPITALS INVESTED A CONSIDERABLE AMOUNT OF COMMUNITY BENEFIT RESOURCES TO EDUCATE THE UNINSURED ABOUT HISTORIC NEW OPPORTUNITIES TO ENROLL IN AFFORDABLE HEALTH CARE COVERAGE AND TO FACILITATE THE ENROLLMENT PROCESS. STUDIES HAVE SHOWN THAT PEOPLE WITHOUT INSURANCE COVERAGE ARE MORE LIKELY THAN THEIR INSURED COUNTERPARTS TO POSTPONE CARE AND TO DEVELOP MORE SEVERE AND EXPENSIVE CONDITIONS. IT IS FOR THIS REASON THAT THE CATHOLIC CHURCH, CATHOLIC HEALTH CARE AND HSHS HAVE LONG PROMOTED "COVERAGE AND ACCESS FOR ALL." HSHS AND OUR 13 HOSPITALS IN PARTNERSHIP WITH LOCAL HEALTH DEPARTMENTS, SOCIAL SERVICE AGENCIES AND OTHER HEALTH CARE PROVIDERS PLAYED A VITAL ROLE IN EDUCATING ELIGIBLE PEOPLE IN THEIR LOCAL COMMUNITIES, IN REFERRING PEOPLE TO CERTIFIED APPLICATION COUNSELORS AND/OR IN ENROLLING THEM IN THE HEALTH INSURANCE EXCHANGES OR IN SECURING COVERAGE THROUGH MEDICAID EXPANSION. OF THE EIGHT STATES WITH THE HIGHEST CONCENTRATION OF UNINSURED, ILLINOIS WAS AMONG 25 STATES THAT MOVED TOWARD MEDICAID EXPANSION UNDER THE AFFORDABLE CARE ACT. WITH THE SUPPORT OF ST. MARY'S HOSPITAL MEDICAL CENTER AND ST. VINCENT HOSPITAL IN GREEN BAY, WISCONSIN, THE NEW COMMUNITY CLINIC DENTAL PROGRAM ON THE CAMPUS OF NORTHEAST WISCONSIN (NEW) TECHNICAL COLLEGE WAS ABLE TO PURCHASE EQUIPMENT TO ENABLE LOCAL ORAL SURGEONS TO PROVIDE CARE (ON A VOLUNTEER BASIS) AT THE CLINIC - THE SITE THAT ST. MARY'S AND ST. VINCENT HOSPITALS HELPED TO ESTABLISH IN 2013. ANNUALLY, THE CLINIC PROVIDES DENTAL SERVICES TO APPROXIMATELY 6,000 LOW-INCOME AND UNINSURED PERSONS INCLUDING THE HOMELESS IN BROWN COUNTY. ST. FRANCIS HOSPITAL IN LITCHFIELD, ILLINOIS PARTNERED WITH LEWIS & CLARK COMMUNITY COLLEGE AND LOCAL DENTAL PROVIDERS TO BRING THE COLLEGE'S MOBILE DENTAL HEALTH UNIT TO THE LITCHFIELD AREA; THE UNIT PROVIDES EXAMS AND SCREENINGS, X-RAYS AND HYGIENE TO THOSE IN NEED. IN WESTERN WISCONSIN, A PARTNERSHIP BETWEEN ST. JOSEPH'S HOSPITAL IN CHIPPEWA FALLS, THE CHIPPEWA HEALTH IMPROVEMENT PARTNERSHIP (CHIP), LE PHILLIPS-LIBERTAS TREATMENT CENTER AND THE OPEN DOOR CLINIC (A FREE CLINIC SUPPORTED BY ST. JOSEPH'S HOSPITAL AND CHIP) WAS DEVELOPED IN FY2014 TO PROVIDE FREE BEHAVIORAL HEALTH SERVICES TO ELIGIBLE PATIENTS OF THE OPEN DOOR CLINIC. THIS INITIATIVE IS IN DIRECT RESPONSE TO THE IDENTIFIED NEED TO PROVIDE BETTER ACCESS TO MENTAL HEALTH SERVICES FOR THOSE WITHOUT INSURANCE COVERAGE. IN FY2014, 105 REFERRALS WERE MADE FROM THE OPEN DOOR CLINIC TO LE PHILLIPS-LIBERTAS TREATMENT CENTER. IN TOTAL, 950 VISITS WERE PROVIDED TO REFERRED PATIENTS INCLUDING INITIAL INTAKE AND FOLLOW UP THERAPY SESSIONS - MENTAL HEALTH SERVICES THAT WOULD NOT HAVE BEEN RECEIVED HAD THE PROGRAM NOT BEEN DEVELOPED AND IMPLEMENTED. IN SOUTHEAST ILLINOIS, AREA RESIDENTS CAN GET HELP FILLING A PRESCRIPTION THROUGH THE LONG-TERM COLLABORATION BETWEEN ST. ANTHONY'S MEMORIAL HOSPITAL IN EFFINGHAM AND CATHOLIC CHARITIES. IN FY2014, ST. ANTHONY'S HELPED UNDERWRITE THE COST OF PRESCRIPTION MEDICATIONS FOR 311 RESIDENTS, A 10% INCREASE OVER FY2013. ST. ANTHONY'S AND CATHOLIC CHARITIES BELIEVE THAT NO ONE SHOULD BE WITHOUT PRESCRIBED MEDICATIONS BECAUSE OF INABILITY TO PAY. IN SOUTHWEST ILLINOIS, ST. JOSEPH'S HOSPITAL IN HIGHLAND ENHANCED THEIR OFFERINGS TO THEIR SENIOR POPULATION BASED ON THEIR CHNA. "SENIOR RENEWAL" IS AN OUTPATIENT COUNSELING PROGRAM FOR SENIOR ADULTS WHO MAY BE FACING EMOTIONAL AND PHYSICAL PROBLEMS UNIQUE TO THE AGING PROCESS SUCH AS FEELINGS OF LONELINESS, ISOLATION AND ANXIETY. CLIENTS RECEIVE AN INTENSIVE LEVEL OF TREATMENT WITHOUT INPATIENT HOSPITALIZATION THROUGH COUNSELING STRATEGIES AND EDUCATION. IN ADDITION, ST. JOSEPH'S HOSPITAL IN COLLABORATION WITH THE ILLINOIS DEPARTMENT OF INSURANCE PARTICIPATES IN THE SENIOR HEALTH INSURANCE PROGRAM (SHIP), A FREE HEALTH INSURANCE COUNSELING SERVICE FOR MEDICARE BENEFICIARIES AND THEIR CAREGIVERS. IN ADDITION TO PROGRAMS DESIGNED TO INCREASE ACCESS TO CARE, HSHS MAKES SURE THAT THOSE WHO NEED FINANCIAL ASSISTANCE RECEIVE IT. HSHS'S FINANCIAL ASSISTANCE (CHARITY CARE) POLICY WAS MODIFIED EFFECTIVE JANUARY 1, 2014 TO OFFER A 25% SELF-PAY DISCOUNT TO ALL PATIENTS WHO REGISTER WITHOUT INSURANCE. HSHS FINANCIAL ASSISTANCE PROGRAMS HAVE A SLIDING SCALE, IN SOME INSTANCES PROVIDING UP TO A 55% REDUCTION OFF BILLED CHARGES IF AN UNINSURED PATIENT'S FAMILY INCOME LEVEL IS DETERMINED TO BE ABOVE 500% BUT EQUAL TO OUR LESS THAN 600% OF THE CURRENT FEDERAL POVERTY GUIDELINES. ALL CHARGES ARE WAIVED FOR PATIENTS BELOW 200% OF THE FEDERAL POVERTY LEVELS. COUNSELORS ARE AVAILABLE IN OUR HOSPITALS TO EXPLAIN OUR FINANCIAL ASSISTANCE POLICY TO PATIENTS, PROVIDE THEM WITH ASSISTANCE IN FILLING OUT A SIMPLE APPLICATION FORM, OR HELP THEM ENROLL IN PUBLICLY FUNDED HEALTH CARE PROGRAMS. BETTER COMMUNITY HEALTH AS PART OF OUR MISSION TO EMBODY CHRIST'S HEALING LOVE, WE UNDERSTAND THAT WE HAVE A RESPONSIBILITY TO IMPROVE THE OVERALL QUALITY OF LIFE IN OUR COMMUNITIES BY SUPPORTING INITIATIVES THAT PROMOTE HEALTH AND WELLNESS. WE RECOGNIZE WE ARE MOST SUCCESSFUL WHEN WE WORK TOGETHER WITH A WIDE ARRAY OF PUBLIC AND PRIVATE ORGANIZATIONS THAT SHARE OUR COMMITMENT TO IMPROVING LIVES. BY DOING SO, WE MAXIMIZE OUR EFFORTS AND REDUCE THE DUPLICATION OF SERVICES. 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EFFECTIVE ON THE ACQUISITION DATE, CMH BECAME A CATHOLIC ENTITY AND THE HOSPITAL NAME WAS CHANGED TO ST. CLARE MEMORIAL HOSPITAL, INC. PREVIOUS TO THE ACQUISITION, TWO HSSI AFFILIATES HELD A COMBINED 24% MINORITY INTEREST IN CMH. REVISED GOVERNING DOCUMENTS ARE CONSISTENT WITH HSHS POLICIES APPLICABLE TO AFFILIATES. HSSI WILL RETAIN CERTAIN RESERVE POWERS OVER ST. CLARE MEMORIAL HOSPITAL, INC. CONSISTENT WITH OTHER HSSI SUBSIDIARIES. PART V, LINE 2, TRANSACTIONS WITH RELATED PARTIES ANY TRANSACTIONS LISTED ON SCHEDULE R, PART V, LINE 1 AND NOT ON SCHEDULE R, PART V, LINE 2 ARE BETWEEN RELATED 501(C)(3) AND DO NOT REQUIRE REPORTING ON THIS SECTION. FOR ALL ORGANIZATIONS REPORTED AS 512(B)(13) CONTROLLED IN SCHEDULE R, PART II, PLEASE SEE SCHEDULE A, PART IV FOR THE ONLY TRANSACTIONS BETWEEN THESE ORGANIZATIONS. HOSPITAL SISTERS HEALTH SYSTEM (HSHS) CHARGES A MANAGEMENT FEE TO THE RELATED ORGANIZATIONS FOR SERVICES RENDERED IN FULFILLING THE MISSION OF HSHS.