2015-05-13T14:15:32-05:00 2014-06-30 861065772 Deloitte Tax LLP 250 East Fifth Street Suite 1900 Cincinnati OH 45202 990 2013-07-01 382335286 Borgess Health Alliance Inc BORG 2692268301 1521 Gull Road Kalamazoo MI 490481640 Richard Felbinger CFO 2692268301 2015-05-13 1 Alicia M Janisch P00741382 5137847100 2015-05-08 2013 2016-02-25 16:41:14Z Paul A Spaude 1521 Gull Road Kalamazoo MI 490481640 2677469 0 0928 X www.borgess.com X 1980 MI Serving more than 1 million people through a network of hospitals & healthcare facilities. 14 12 0 15 0 0 0 0 4462744 2377030 146901 0 216706 300439 4826351 2677469 0 0 0 0 6373725 7385568 0 0 0 46146865 49148724 52520590 56534292 -47694239 -53856823 10928315 8610923 1621319 1884711 9306996 6726212 X The purpose of Borgess Health is to be a values-based health system continuing the healing mission of the Sisters of St. Joseph and responding to the needs of those we serve. Our commitment to those we serve respects the dignity of human life and actively responds to the needs of the poor. 0 0 34480961 2673085 Together, our physicians, associates and members offer a complete continuum of services to nearly 1 million people living in 10 counties in southwest Michigan. Delivering comprehensive prevention, primary care, advanced treatment programs and rehabilitation services, Borgess Health is one of the area's largest health care providers and employers. Borgess Health includes Borgess Medical Center, our flagship hospital, along with many owned or affiliated entities. 4384 Borgess Health Alliance, Inc. hosts information seminars and provides other health care services to the public regarding changes foreseen in the healthcare industry. 34480961 1 0 0 0 0 0 0 0 0 0 1 0 1 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 1 1 0 0 1 63 0 1 0 0 0 0 0 0 0 0 0 0 0 X 14 12 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 1 1 X Richard Felbinger 2692265499 1521 Gull Road Kalamazoo MI 49024 X Daniel E Stewart MD Chair 1.00 3.00 X X 0 0 0 James Devlin Vice Chair 1.00 3.00 X X 0 0 0 William M Harrison Secretary 1.00 3.00 X X 0 0 0 Joni L Knapper Secretary (end 7/13) 1.00 3.00 X X 0 0 0 Susan Pozo PhD Treasurer 1.00 3.00 X X 0 0 0 Sanjay Dalal MD Trustee 1.00 3.00 X 0 0 0 S Tim Derrington Trustee 1.00 3.00 X 0 0 0 Gary Druskovich MD Trustee 1.00 3.00 X 0 0 0 Mary Ellen Gondeck CSJ Trustee 1.00 3.00 X 0 0 0 James F Hettinger Trustee 1.00 3.00 X 0 0 0 Kevin Holleman MD Trustee 1.00 3.00 X 0 0 0 Albert Little Trustee 1.00 3.00 X 0 0 0 Larry D Lueth Trustee 1.00 3.00 X 0 0 0 Mark Noffsinger MD Sch O Trustee (end 1/14) 1.00 3.00 X 0 809080 68147 Mirjana Stancic MD Sch O Trustee (start 1/14) 1.00 3.00 X 0 244920 40568 Paul A Spaude CEO - Health System 1.00 39.00 X X 0 1294457 49093 Richard Felbinger CFO - Health System 1.00 39.00 X 0 354519 112908 Mark Anthony COO - Health System 1.00 39.00 X 0 306499 80534 0 3009475 351250 0 0 1 0 Starboard Media Group PO Box 2518 Parker CO 801342518 Advertising 1148782 Core Creative 600 W Vigina Street Suite 700 Milwaukee WI 53204 Advertising 444824 Hall Render Killiam Heath & Lymas PSC 39779 Treasury Ctr Chicago IL 60694 Legal 399914 Beryl Health 26843 Network Place Chicago IL 60673 Medical 179963 Miller Johnson Attorneys PO Box 306 Grand Rapids MI 495010306 Legal 157957 5 Joint Venture Revenue 532000 2377030 2377030 2377030 Bad Debt Collections 900099 192539 192539 IS Support Revenue 621990 90466 90466 Seminar Income 621990 4384 4384 13050 13050 300439 2677469 2677469 0 0 6758982 337949 6421033 312904 15645 297259 313682 15684 297998 997556 997556 2545692 1018277 1527415 1676422 1676422 297769 14888 282881 30031840 27028656 3003184 3393779 169689 3224090 58279 58279 21067 21067 Service Fees 6304629 5720403 584226 Contract Service 2209677 110484 2099193 Recruiting 972068 972068 Supplies 75570 75570 564376 28219 536157 56534292 34480961 22053331 0 670364 0 373719 340041 1300725 1149783 167657 180802 690000 266815 444252 423185 7519053 6517112 452545 10928315 8610923 320594 229811 1300725 1654900 1621319 1884711 X 9153713 6726212 153283 0 0 9306996 6726212 10928315 8610923 X -53856823 649605 50626434 X 0 1 X 1 0 X X X X 0 0 0 Borgess Medical Center 381360526 3 - Hospital 1 1 1 50779717 1 50779717 50000 50000 640000 266815 373185 423185 Equity in Woodbridge Center, LLC 662419 C Equity in SMIC, LLC 1883723 C Equity in Kalamazoo Foundation 2718961 C Equity in Greenleaf Trust 1252009 C 6517112 Due to Borgess Medical Center 1149783 Due to Reverence 505117 1654900 X Part X, Line 2: From the consolidated audited financial statements of Ascension Health Alliance and its member entities ("The System") which include the activity of Borgess Health Alliance, Inc.: The System accounts for uncertainty in income tax positions by applying a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The System has determined that no material unrecognized tax benefits or liabilities exist as of June 30, 2014. 0 1 0 0 0 0 0 0 0 Mark Noffsinger MD Sch O Trustee (end 1/14) 0 767208 0 20000 0 21872 0 45104 0 23043 0 877227 0 0 Mirjana Stancic MD Sch O Trustee (start 1/14) 0 231986 0 12490 0 444 0 31745 0 8823 0 285488 0 0 Paul A Spaude CEO - Health System 0 500635 0 615162 0 178660 0 31771 0 17322 0 1343550 0 132809 Richard Felbinger CFO - Health System 0 279667 0 0 0 74852 0 90527 0 22381 0 467427 0 35129 Mark Anthony COO - Health System 0 277222 0 0 0 29277 0 68887 0 11647 0 387033 0 0 Part I, Line 3 Ascension Health, a related organization of Borgess Health Alliance, Inc., uses the following methods to establish the compensation of the organization's CEO: - Compensation Committee, - Independent Compensation Consultant, - Compensation Survey or Study, and - Approval by the Board or Compensation Committee. Part I, Line 4b Eligible Executives participate in a program that provides for supplemental retirement benefits. The payment of benefits under the program, if any, is entirely dependent upon to facts and circumstances under which the executive terminates employment with the organization. Benefits under the program are unfunded and non-vested. Due to the substantial risk of forfeiture provision, there is no guarantee that these executives will ever receive any benefit under the program. Any amount ultimately paid under the program to the executive is reported as compensation on Form 990, Schedule J, Part II, Column B in the year paid. The following individuals received payouts from Ascension Health's nonqualified retirement plan in the amount as noted: Paul A. Spaude - $132,809 Richard Felbinger - $35,129 Form 990, Part VI, Section A, line 2 Many of the persons listed on Part VII have a "business relationship" with each other by virtue of sitting on related Borgess Health Alliance, Inc. entity boards. Form 990, Part VI, Section A, line 6 Borgess Health Alliance, Inc. has a single corporate member, Ascension Health. Form 990, Part VI, Section A, line 7a Borgess Health Alliance, Inc. has a single corporate member, Ascension Health, who has the ability to elect members of the governing body of the Borgess Health Alliance, Inc. Form 990, Part VI, Section A, line 7b Ascension Health has designed a system authority matrix which assigns authority for key decisions that are necessary in the operation of the system. Specific areas that are identified in the authority matrix are: new organizations & major transactions; governing documents; appointments/removals; evaluation; debt limits; strategic & financial plans; assets; system policies & procedures. These areas are subject to certain levels of approval by Ascension per the system authority matrix. Form 990, Part VI, Section B, line 11 Management, including certain officers, works diligently to complete the Form 990 and attached schedules in a thorough manner. Prior to filing the return, all Board Members are provided the Form 990 and management team members are available to answer any Board Members' questions. Form 990, Part VI, Section B, line 12c The organization regularly and consistently monitors and enforces compliance with the Conflict of Interest Policy in that any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committees with governing board delegated powers considering the proposed transaction or arrangement. The remaining individuals on the governing board or committee will decide if conflicts of interest exists. Each director, principal officer and member of a committee with governing board delegated powers annually signs a statement which affirms such person has received a copy of the Conflict of Interest Policy, has read and understands the policy, has agreed to comply with the policy, and understands that the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish its tax-exempt purpose. Form 990, Part VI, Section B, line 15 In determining the compensation of the organization's CEO, the process, performed by Ascension Health, a related organization of Borgess Health Alliance, Inc., included a review and approval by independent persons, comparability data and contemporaneous substantiation of the deliberation and decision. The Compensation Committee reviewed and approved the compensation. In the review of the compensation, the CEO was compared to individuals at other organizations in the area who hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in the committee minutes. The individual was not present when his compensation was decided. In determining the compensation of the other officers of the organization, the process, performed by Borgess Medical Center, a related organization of Borgess Health Alliance, Inc., included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. The Compensation Committee reviewed and approved the compensation. In the review of the compensation, the other officers of the organization were compared to individuals at other organizations in the area who hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in the board minutes. Form 990, Part VI, Section C, line 19 The organization will provide any documents open to public inspection upon request. Form 990, Part VII, Section A: Explanation of Compensation Paid to Mark Noffsinger, M.D. and Mirjana Stancic, M.D.: The compensation paid to Mark Noffsinger, M.D. reflects payment for his services as Physician at Borgess Medical Center, a related organization, not remuneration for his participation on the Board of Trustees of Borgess Health Alliance, Inc. The compensation paid to Mirjana Stancic, M.D. reflects payment for his services as Physician at Borgess Medical Center, a related organization, not remuneration for his participation on the Board of Trustees of Borgess Health Alliance, Inc. Form 990, Part XI, line 9: Transfer from Borgess Medical Center 50,779,717. Release of Restricted Funds -153,283. Ascension Health Alliance PO Box 45998 St Louis MO 63145 453358926 National Health System MO Section 501(c)(3) Schedule A, Line 11a N/A 0 Ascension Health PO Box 45998 St Louis MO 63134 311662309 National Health System MO Section 501(c)(3) Schedule A, Line 11a Ascension Health Alliance 0 Borgess Medical Center 1521 Gull Road Kalamazoo MI 49048 381360526 Healthcare Services MI Section 501(c)(3) Schedule A, Line 3 Borgess Health Alliance Inc 1 Borgess Ambulatory Care Corporation 1521 Gull Road Kalamazoo MI 49048 382468823 Holding Company MI Section 501(c)(3) Schedule A, Line 3 Borgess Health Alliance Inc 1 Borgess Foundation 1521 Gull Road Kalamazoo MI 49048 237222558 Fundraising MI Section 501(c)(3) Schedule A, Line 11c Borgess Health Alliance Inc 1 Borgess Nursing Home 3057 Gull Road Kalamazoo MI 490481281 382555589 Residential Care MI Section 501(c)(3) Schedule A, Line 3 Borgess Health Alliance Inc 1 Lee Memorial Hospital Corporation 420 West High Street Dowagiac MI 49047 381490190 Healthcare Services MI Section 501(c)(3) Schedule A, Line 3 Borgess Health Alliance Inc 1 Lee Memorial Foundation 420 West High Street Dowagiac MI 49047 382860459 Fundraising MI Section 501(c)(3) Schedule A, Line 11c Borgess Health Alliance Inc 1 ProMed Healthcare 1521 Gull Road Kalamazoo MI 49048 383193801 Healthcare Services MI Section 501(c)(3) Schedule A, Line 9 Borgess Health Alliance Inc 1 Visiting Nurses Home Care DBA Borgess VNA Home Care 348 North Burdick Kalamazoo MI 49007 382717691 Home Healthcare Services MI Section 501(c)(3) Schedule A, Line 9 Borgess Health Alliance Inc 1 Textile Systems Inc 817 Walbridge Kalamazoo MI 49007 382705047 Laundry Services MI N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 Borgess Medical Center S 45090063 Actual Amount Transferred