2015-09-28T09:38:22-05:00 2014-12-31 134008324 PRICEWATERHOUSECOOPERS LLP 76 S LAURA STREET SUITE 2100 JACKSONVILLE FL 32202 990 2014-01-01 203700526 SANTAFE SENIOR LIVING INC SANT 3523728400 SANTAFE HEALTHCAREINC PO BOX 749 GAINESVILLE FL 326270749 RANDALL L STUART ASSISTANT TREASURER 3523378730 2015-09-25 1 MICHAEL J MULDOON P00889797 9043540671 2014 2016-02-25 16:41:14Z MICHAEL P GALLAGHER SANTAFE HEALTHCAREINC PO BOX 749 GAINESVILLE FL 326270749 2675157 0 X SANTAFEHEALTHCAREFL.ORG X 2005 FL SANTAFE SENIOR LIVING, INC. CREATES AND SUSTAINS PREEMINENT SENIOR LIVING COMMUNITIES. THE PRIMARY EXEMPT PURPOSE OF SANTAFE SENIOR LIVING, INC. IS TO GOVERN AND CARRY OUT THE PURPOSES OF A SYSTEM OF TAX-EXEMPT CHARITABLE ORGANIZATIONS THAT ACQUIRE, OWN, OPERATE, AND MAINTAIN FACILITIES AND SERVICES DESIGNED TO MEET THE PHYSICAL, SOCIAL, EMOTIONAL AND SPIRITUAL NEEDS OF SENIOR INDIVIDUALS. 17 16 16 0 0 0 12528575 114814 1137421 2221635 335314 338708 0 0 14001310 2675157 12528575 114814 0 0 0 2175451 0 0 0 2824536 1530140 15353111 3820405 -1351801 -1145248 14590771 9670108 19946353 16167019 -5355582 -6496911 X TO CREATE AND SUSTAIN PREEMINENT SENIOR LIVING COMMUNITIES THAT PROVIDE A CONTINUUM OF SERVICES IN HOUSING, HEALTH CARE AND OTHER PROGRAMS TO ENHANCE THE QUALITY AND DIGNITY OF LIFE. 1 0 846702 2056057 DURING THE YEAR, SANTAFE SENIOR LIVING, INC. PROVIDED OVERSIGHT GOVERNANCE AND DEVELOPMENT PLANNING SERVICES TO BONITA SPRINGS RETIREMENT VILLAGE, INC. (DBA THE TERRACES AT BONITA SPRINGS). THE TERRACES AT BONITA SPRINGS SERVED AN AVERAGE PER DAY OF 247 SENIOR CITIZEN RESIDENTS WITH HOUSING, HEALTHCARE AND RELATED SERVICES DURING 2014.DURING THE YEAR, SANTAFE SENIOR LIVING, INC. PROVIDED OVERSIGHT GOVERNANCE AND DEVELOPMENT PLANNING SERVICES TO NORTH FLORIDA RETIREMENT VILLAGE, INC. (DBA THE VILLAGE). THE VILLAGE SERVED AN AVERAGE PER DAY OF 689 SENIOR CITIZEN RESIDENTS WITH ROUND THE CLOCK HOUSING, ASSISTED LIVING AND RELATED SERVICES DURING 2014.DURING THE YEAR, SANTAFE SENIOR LIVING, INC. PROVIDED OVERSIGHT GOVERNANCE AND REDEVELOPMENT PLANNING SERVICES TO A RELATED CONTINUOUS CARE RETIREMENT COMMUNITY, EAST RIDGE RETIREMENT VILLAGE, INC. THIS FACILITY PROVIDED AN AVERAGE PER DAY OF 313 SENIOR CITIZEN RESIDENTS WITH HOUSING, HEALTH CARE AND RELATED SERVICES DURING 2014. 199094 165578 DURING 2014, DESIGN AND CONSTRUCTION SERVICES COORDINATED VARIOUS PROJECTS FOR THE SANTAFE SENIOR LIVING COMMUNITIES, INCLUDING A NEW HEALTH CENTER, RENOVATED INDEPENDENT LIVING UNITS AND OTHER UPGRADES TO FACILITIES AT EAST RIDGE RETIREMENT VILLAGE; ADMINISTRATIVE SUITE EXPANSION AND OTHER RENOVATIONS AT THE VILLAGE; AND WARRANTY PROJECTS FOR BONITA SPRINGS RETIREMENT VILLAGE. DESIGN AND CONSTRUCTION SERVICES ALSO PROVIDED ASSISTANCE TO AFFILIATED ENTITIES AVMED, INC. AND NORTH CENTRAL FLORIDA HOSPICE, INC. AS NEEDED. 114814 114814 SANTAFE SENIOR LIVING, INC. THROUGH ONE OF ITS SUPPORTED ORGANIZATIONS, BVG ACQUISITION, INC., PROVIDED FINANCIAL ASSISTANCE TO ITS SUPPORTING ORGANIZATION, SANTAFE HEALTHCARE, INC. IN THE AMOUNT OF $114,814. 1160610 1 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 1 36 0 1 16 1 0 0 0 0 0 0 0 0 0 0 X 17 16 0 0 1 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X KATHY HARPER CONTROLLER 3523378798 4300 NW 89TH BLVD GAINESVILLE FL 326065688 X SCOTTIE J BUTLER CHAIRMAN/DIRECTOR 0.20 2.80 X X 0 72757 0 JOE G DUNLAP VICE CHAIRMAN/DIRECTOR 0.10 1.40 X X 0 56643 0 ROBERT L EPLING TREASURER/DIRECTOR 0.10 1.40 X X 0 57624 0 ALBERT E DOTSON PHD SECRETARY/DIRECTOR 0.10 1.40 X X 0 51390 0 RICHARD M ANDERSON MD DIRECTOR 0.10 1.40 X 0 53132 0 JOSEPH W DAVIS DIRECTOR 0.10 1.40 X 0 55420 0 BEN I DOERR JR DIRECTOR 0.20 2.80 X 0 58059 0 GEORGE E FLETCHER DIRECTOR 0.10 1.40 X 0 53112 0 HUGH J FLOYD DIRECTOR 0.10 1.40 X 0 53920 0 GLENDA E HOOD DIRECTOR 0.10 1.40 X 0 56816 0 ROBERT C HUDSON DIRECTOR 0.10 1.40 X 0 52459 0 GORDON L JOHNSON DIRECTOR - THROUGH 12/10/2014 0.10 1.40 X 0 55663 0 PAMELA J MOONEY PHD DIRECTOR 0.10 1.40 X 0 49236 0 THOMAS A NATIELLO PHD DIRECTOR 0.10 1.40 X 0 54113 0 PAUL R PHILIP DIRECTOR 0.10 1.40 X 0 55420 0 JACKSON N SASSER PHD DIRECTOR 0.10 1.40 X 0 56316 0 JAMES L STRINGFELLOW SR DIRECTOR 0.10 1.40 X 0 54267 0 MICHAEL P GALLAGHER CHIEF EXECUTIVE OFFICER/DIRECTOR 1.00 59.00 X X 0 2790372 280950 TROY R HART PRESIDENT 5.00 45.00 X 549114 26933 89820 RANDALL L STUART ASSISTANT TREASURER 0.50 59.50 X 0 768166 154160 CATHERINE E AYERS ASSISTANT SECRETARY 1.00 59.00 X 0 890578 68183 STEVEN M ZIEGLER ASSISTANT SECRETARY 1.00 62.00 X 0 606113 140971 JIM ANTONUCCI EXECUTIVE DIRECTOR 50.00 0.00 X 226925 7131 45389 ROSS DICKMANN EXECUTIVE DIRECTOR 50.00 0.00 X 223073 6923 35146 KATHERINE A HARPER CONTROLLER 8.00 32.00 X 141330 5385 14781 SHARON BREITINGER DIRECTOR, DESIGN & CONSTRUCTION 40.00 0.00 X 122400 4366 15691 JOSEPH GIRARDI VP FINANCE - SENIOR LIVING 40.00 0.00 X 107563 14323 12060 1370405 6066637 857151 6 0 1 0 SANTAFE HEALTHCARE INC PO BOX 749 GAINESVILLE FL 326270749 MANAGEMENT & ADMINISTRATIVE 1015412 1 114814 114814 MANAGEMENT FEES 561000 2221635 2221635 2221635 338708 338708 2675157 2221635 0 338708 114814 114814 1058493 477285 581208 939037 295070 643967 35486 9797 25689 50608 2554 48054 91827 33317 58510 949792 949792 51161 6059 45102 11221 11221 221252 21823 199429 18209 3149 15060 21536 21536 63028 32500 30528 23816 6598 17218 5795 5795 CORPORATE DEVELOPMENT 148255 148255 0 LICENSES AND FEES 11074 8760 2314 DUES AND ASSESSMENTS 5001 629 4372 3820405 1160610 2659795 0 173643 434337 7845192 8711997 6571936 523774 14590771 9670108 34546 286629 19911807 15880390 19946353 16167019 X -5355582 -6496911 -5355582 -6496911 14590771 9670108 -1145248 3919 0 X X 0 1 X 1 0 X X X 5 SANTAFE SENIOR LIVING FOUNDATION INC 264464727 7 0 0 0 BVG ACQUISITION INC 203701186 9 0 0 0 EAST RIDGE RETIREMENT VILLAGE INC 590903331 9 0 0 0 BONITA SPRINGS RETIREMENT VILLAGE INC 262386152 9 0 0 0 NORTH FLORIDA RETIREMENT VILLAGE INC 591912330 9 0 0 0 5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 PART I, LINE 11E: IN ITS FORM 1023 (APPLICATION FOR RECOGNITION OF EXEMPTION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE), SANTAFE SENIOR LIVING INC. SOUGHT RECOGNITION AS A TYPE II SUPPORTING ORGANIZATION. IN ITS DETERMINATION LETTER DATED JUNE 15, 2007, HOWEVER, SANTAFE SENIOR LIVING, INC. RECEIVED RECOGNITION AS A TYPE I SUPPORTING ORGANIZATION. SANTAFE SENIOR LIVING, INC. BELIEVES THAT NOTWITHSTANDING THE PROVISIONS OF THE DETERMINATION LETTER, IT IS A TYPE II SUPPORTING ORGANIZATION SINCE IT IS SUPERVISED OR CONTROLLED "IN CONNECTION WITH" ITS SUPPORTED ORGANIZATIONS. SANTAFE SENIOR LIVING, INC. IS OPERATED AS PART OF A HEALTHCARE SYSTEM WHICH CONSISTS OF AFFILIATES OF SANTAFE HEALTHCARE, INC. SANTAFE HEALTHCARE, INC. IS A NONPROFIT CORPORATION WHICH HAS BEEN RECOGNIZED AS EXEMPT UNDER SECTION 501(C)(3) OF THE CODE. THE MEMBERS OF THE BOARD OF DIRECTORS OF SANTAFE HEALTHCARE, INC. ALSO CONSTITUTE THE BOARD OF DIRECTORS OF EACH OF ITS AFFILIATES, INCLUDING SANTAFE SENIOR LIVING, INC. AND EACH OF THE SUPPORTED ORGANIZATIONS. PART I, LINE 11G, COL. (IV) AND PART IV, SECTION A, LINE 1: SANTAFE SENIOR LIVING, INC. IS A TYPE II SUPPORTING ORGANIZATION THAT IDENTIFIES ITS SUPPORTED ORGANIZATIONS BY CLASS OR PURPOSE IN ITS ARTICLES OF INCORPORATION IN ACCORDANCE WITH TREASURY REGULATION 1.509(A)-4(D)(2)(I)(B) AND (IV) (HISTORIC AND CONTINUING RELATIONSHIP BETWEEN THE SUPPORTING ORGANIZATION AND THE SUPPORTED ORGANIZATIONS BECAUSE OF WHICH AN IDENTITY OF INTERESTS HAS DEVELOPED BETWEEN OR AMONG THE ORGANIZATIONS). RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 30244 30244 0 PART II-B, LINE 1: SANTAFE SENIOR LIVING, INC. ENGAGED REPRESENTATION TO LOBBY THE FLORIDA STATE LEGISLATURE ON ITS BEHALF REGARDING GENERAL ISSUES OF IMPORTANCE TO THE SENIOR LIVING INDUSTRY. 0 DUE FROM AFFILIATES 266951 DEFERRED COMPENSATION ASSETS 256823 523774 DUE TO AFFILIATES 15446380 BENEFITS PAYABLE 434010 15880390 X 2560343 0 2560343 114814 114814 2675157 3705591 0 3705591 114814 114814 3820405 PART X, LINE 2: EXPLANATION FOR UNCERTAIN TAX POSITIONS UNDER ASC 740: SENIOR LIVING AND THE AFFILIATES ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. SENIOR LIVING AND THE AFFILIATES HAVE NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2014. SENIOR LIVING AND THE AFFILIATES INCURRED NO INTEREST EXPENSE OR PENALTIES RELATED TO UNCERTAIN INCOME TAX PROVISIONS IN 2014. TAX YEARS 2011 THROUGH 2013 ARE SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES. THERE ARE NO INCOME TAX EXAMINATIONS IN PROCESS AS OF THE DATE OF THIS REPORT. PART XI, LINE 4B - OTHER ADJUSTMENTS: DISTRIBUTION FROM BAYVIEW GARDENS 114,814. PART XII, LINE 4B - OTHER ADJUSTMENTS: DISTRIBUTION TO SANTAFE HEALTHCARE 114,814. 1 SANTAFE HEALTHCARE INC P O BOX 749 GAINESVILLE FL 326270749 592317607 501(C)3 114814 SANTAFE SENIOR LIVING, INC. PROVIDED FINANCIAL ASSISTANCE IN THE AMOUNT OF $114,814 TO SUPPORT AND FURTHER THE MISSION AND TAX EXEMPT STATUS OF SANTAFE HEALTHCARE, INC. 1 PART I, LINE 2: SANTAFE SENIOR LIVING, INC., AND SANTAFE HEALTHCARE, INC., SHARE COMMON MANAGEMENT. AS A RESULT, MANAGEMENT ENSURES THE USE OF GRANT FUNDS BY SANTAFE HEALTHCARE, INC. IS CONSISTENT WITH THEIR INTENDED PURPOSE. 1 1 0 0 0 0 0 0 0 MICHAEL P GALLAGHER CHIEF EXECUTIVE OFFICER/DIRECTOR 0 925247 0 1326646 0 538479 0 254966 0 25984 0 3071322 0 207121 TROY R HART PRESIDENT 306849 25887 179663 0 62602 1046 53164 18924 16697 1035 618975 46892 0 28771 RANDALL L STUART ASSISTANT TREASURER 0 384984 0 237560 0 145622 0 131130 0 23030 0 922326 0 71484 CATHERINE E AYERS ASSISTANT SECRETARY 0 320919 0 203097 0 366562 0 35900 0 32283 0 958761 0 191352 STEVEN M ZIEGLER ASSISTANT SECRETARY 0 325228 0 202887 0 77998 0 110220 0 30751 0 747084 0 61592 JIM ANTONUCCI EXECUTIVE DIRECTOR 175168 7131 40788 0 10969 0 17544 9170 18675 0 263144 16301 0 9000 ROSS DICKMANN EXECUTIVE DIRECTOR 172213 6923 49431 0 1429 0 18685 0 16461 0 258219 6923 0 0 KATHERINE A HARPER CONTROLLER 134084 5385 6650 0 596 0 5947 0 8834 0 156111 5385 0 0 PART I, LINE 3 MICHAEL P GALLAGHER IS THE CHIEF EXECUTIVE OFFICER (CEO) OF SANTAFE SENIOR LIVING, INC. (SENIOR LIVING). MR. GALLAGHER IS COMPENSATED BY SANTAFE HEALTHCARE, INC. (SANTAFE), A RELATED SUPPORTING ORGANIZATION. SANTAFE UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: ANNUALLY, THE SANTAFE BOARD OF DIRECTORS RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE INDEPENDENT CONSULTING FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE INDEPENDENT CONSULTING FIRM. THE INDEPENDENT CONSULTING FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE CEO'S FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. PART I, LINES 4A-B (RELATES TO PART I, LINE 4A): LISTED PERSONS ARE EMPLOYEES OF SANTAFE SENIOR LIVING, INC. OR RELATED ORGANIZATIONS AND ARE COVERED UNDER A SEVERANCE POLICY FOR THEIR RESPECTIVE ORGANIZATION. THE SEVERANCE POLICY INCLUDES MONTHLY PAYMENTS UP TO A MAXIMUM OF 12 - 36 MONTHS UNDER QUALIFYING CIRCUMSTANCES DEPENDING ON POSITION. LISTED PERSONS ACTUALLY RECEIVING A SEVERANCE PAYMENT OR CHANGE OF CONTROL PAYMENT IN THE YEAR: JOSEPH GIRARDI RECEIVED $90,254 IN COMPENSATION PAYMENTS DUE TO A SEVERANCE AGREEMENT. RELATES TO PART I, LINE 4B) LISTED PERSONS PARTICIPATING IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN THE YEAR: SANTAFE SENIOR LIVING, INC. MAINTAINS TWO ACTIVE NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS FOR A CERTAIN GROUP OF EXECUTIVES TO INCLUDE THOSE LISTED EMPLOYEES OF THE ORGANIZATION. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. MR. HART VESTED AND RECEIVED $31,889 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2014. MR. ANTONUCCI VESTED AND RECEIVED $10,470 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2014. MICHAEL P GALLAGHER AND RANDALL L STUART ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. THEY PARTICIPATE IN TWO NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS SPONSORED BY SANTAFE HEALTHCARE, INC. FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. MR. GALLAGHER VESTED AND RECEIVED $437,059 FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS IN 2014. MR. STUART VESTED AND RECEIVED $109,740 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2014. CATHERINE E AYERS AND STEVEN M ZIEGLER ARE EMPLOYEES OF AVMED, INC., A RELATED TAX-EXEMPT ORGANIZATION. THEY PARTICIPATE IN TWO NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS SPONSORED BY AVMED, INC. FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. MS. AYERS VESTED AND RECEIVED $339,470 FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS IN 2014. MR. ZIEGLER VESTED AND RECEIVED $66,343 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2014. SCHEDULE J, PART II: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH $2 BILLION IN GROSS RECEIPTS AND APPROXIMATELY 2,000 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY EITHER SANTAFE HEALTHCARE, INC., AVMED, INC. OR SANTAFE SENIOR LIVING, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATE BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2014, THE FOLLOWING PERCENTAGES OF EACH EXECUTIVE'S COMPENSATION AND BENEFITS (FOR THOSE SENIOR EXECUTIVES PAID BY A RELATED ORGANIZATION) ARE APPORTIONED AND CHARGED TO SENIOR LIVING AS FOLLOWS: 10% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER 100% - TROY R HART, PRESIDENT 4% - RANDALL L STUART, ASSISTANT TREASURER 6% - CATHERINE E AYERS, ASSISTANT SECRETARY 14% - STEVEN M ZIEGLER, ASSISTANT SECRETARY FORM 990, PART III, LINE 2 DURING 2014, SANTAFE SENIOR LIVING, INC. PERFORMED DESIGN AND CONSTRUCTION SERVICES FOR THE SANTAFE SENIOR LIVING COMMUNITIES. SEE FORM 990, PART III, LINE 4B FOR ADDITIONAL INFORMATION. FORM 990, PART VI, SECTION A, LINE 4 IN 2014, THE BOARD OF DIRECTORS FOR SANTAFE SENIOR LIVING, INC. AMENDED AND RESTATED THE ARTICLES OF INCORPORATION AND BYLAWS. THE CHANGES WERE MADE FOR THE PURPOSES OF (I) STANDARDIZING THE GOVERNANCE PROVISIONS FOR ALL OF THE AFFILIATES OF SANTAFE HEALTHCARE, INC., WHICH INCLUDES SANTAFE SENIOR LIVING, INC.; (II) ADOPTING A UNIFIED BOARD STRUCTURE IN WHICH THE MEMBERS OF THE BOARD OF DIRECTORS OF SANTAFE HEALTHCARE, INC. ALSO SERVE AS THE BOARD OF DIRECTORS FOR ALL OF THE AFFILIATES OF SANTAFE HEALTHCARE, INC. INCLUDING SANTAFE SENIOR LIVING, INC.; AND (III) ADOPTING A UNIFIED BOARD COMMITTEE STRUCTURE IN WHICH THE BOARD COMMITTEES FOR SANTAFE HEALTHCARE, INC. SERVE AS THE BOARD COMMITTEES FOR ALL OF THE AFFILIATES, INCLUDING SANTAFE SENIOR LIVING, INC. FORM 990, PART VI, SECTION A, LINE 7A SANTAFE SENIOR LIVING, INC.'S ARTICLES OR INCORPORATION AND BYLAWS STATE THAT THE SANTAFE HEALTHCARE INC.'S BOARD OF DIRECTORS SHALL CONSTITUTE THE ORGANIZATION'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE RESERVED POWERS OF SANTAFE HEALTHCARE, INC., AS DELINEATED IN THE ARTICLES OF INCORPORATION AND BYLAWS, PERMIT IT TO APPROVE OR RATIFY THE GOVERNING BODY'S DECISIONS RELATED TO BOARD MEMBER ELECTIONS OR REMOVALS, THE DECISION TO DISSOLVE THE ORGANIZATION AND OTHER MATTERS THAT MAY COME BEFORE THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 THE ORGANIZATION'S PROCESS FOR ENSURING THE ACCURATE PREPARATION, REVIEW AND APPROVAL OF THE 2014 FORM 990 BEGAN WITH PROFESSIONAL DEVELOPMENT OF STAFF (SEVERAL OF WHICH ARE CPAS) WHICH WERE INVOLVED IN THE PREPARATION OF THE 2014 FORM 990. IN ADDITION TO STAFF DEVELOPMENT, WHICH INCLUDED ATTENDING TAX SEMINARS AND CLASSES, MANAGEMENT ALSO CONSULTED WITH INDEPENDENT ACCOUNTING FIRMS AND TAX LEGAL COUNSEL REGARDING THE IRS FORM 990 CODE AND FILING REQUIREMENTS. THE ORGANIZATION ALSO PREVIOUSLY EDUCATED ITS MANAGEMENT TEAM, OFFICERS AND DIRECTORS, WITH THE ASSISTANCE OF PRICEWATERHOUSECOOPERS LLP, REGARDING THE FORM 990 AND THEIR INVOLVEMENT IN REVIEWING THE RETURN. FOLLOWING MANAGEMENT'S PREPARATION OF THE 2014 FORM 990, PRICEWATERHOUSECOOPERS, LLP REVIEWED THE 2014 FORM 990. A COPY OF THE 2014 FORM 990 AND ATTACHMENTS WERE PROVIDED TO THE ORGANIZATION'S CURRENT BOARD OF DIRECTORS FOR THEIR REVIEW AND COMMENT. EXECUTIVE MANAGEMENT ADDRESSED ANY QUESTIONS RAISED BY THE BOARD MEMBERS PRIOR TO FILING THE 2014 FORM 990 AND ATTACHMENTS WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C SANTAFE SENIOR LIVING, INC. HAS A PROCEDURE FOR MONITORING AND ENFORCING COMPLIANCE WITH ITS CORPORATE CONFLICT OF INTEREST POLICY (POLICY). EACH COVERED PERSON SHALL RECEIVE A COPY OF THE POLICY FOR REVIEW, SUBMIT AN AFFIRMATION, AND COMPLETE A QUESTIONNAIRE WHICH IS ATTACHED TO THE CODE OF ETHICAL BUSINESS CONDUCT. THE PROCEDURE DETAILS THAT THE CORPORATE SECRETARY HAS RESPONSIBILITY FOR DELIVERY OF THE POLICY TO DIRECTORS AND OFFICERS AND RECEIPT OF THEIR AFFIRMATIONS AND QUESTIONNAIRES. THE HUMAN RESOURCES DEPARTMENT SHALL OBTAIN THE AFFIRMATION AND QUESTIONNAIRE FROM EVERY NEW EMPLOYEE AT ORIENTATION AND FROM ALL EMPLOYEES ANNUALLY. MEMBERS OF CORPORATE ADVISORY BOARDS SUBMIT THE AFFIRMATION AND QUESTIONNAIRE TO THE CHIEF COMPLIANCE OFFICER. ANNUAL CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY INTERNAL STAFF TO ENSURE RECORDS ARE COMPLETE. AS PART OF THE CORPORATE CONTRACT REVIEW PROCESS, CONSIDERATION IS GIVEN TO ANY POTENTIAL CONFLICTS OF INTEREST INVOLVING OPERATIONAL OR FINANCIAL TRANSACTIONS. ALL EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT. INITIAL REVIEW OF EMPLOYEE QUESTIONNAIRES WILL BE PERFORMED BY THE HUMAN RESOURCES DEPARTMENT WITH REVIEW OF ANY DISCLOSURES BY THE CHIEF COMPLIANCE OFFICER WHO WILL EVALUATE, MAKE NECESSARY INQUIRIES, AND INVESTIGATE ALTERNATIVES. BOARD MEMBERS SHALL DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT TO THE CHAIRMAN OF THE SANTAFE HEALTHCARE, INC. BOARD, AND THE CHAIRMAN OR CHIEF COMPLIANCE OFFICER SHALL EVALUATE CONFLICT DISCLOSURES AND, IF APPROPRIATE, INVESTIGATE ALTERNATIVES AND REPORT TO DISINTERESTED BOARD MEMBERS FOR RESOLUTION. THE MINUTES OF THE BOARD OR ANY COMMITTEE MEETING AT WHICH A POTENTIAL OR ACTUAL CONFLICT OF INTEREST IS DISCLOSED OR DISCUSSED SHALL REFLECT THE NAME OF THE INTERESTED PARTY, THE NATURE OF THE CONFLICT, THE DELIBERATIONS AND THE RESOLUTION OF THE CONFLICT. IF IT IS DETERMINED THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE CHIEF COMPLIANCE OFFICER OR THE CHAIRMAN SHALL TAKE APPROPRIATE ACTION, WHICH MAY INCLUDE REMOVAL FROM OFFICE OR TERMINATION OF EMPLOYMENT. FORM 990, PART VI, SECTION B, LINE 15 LINE 15A: MICHAEL P GALLAGHER IS THE CHIEF EXECUTIVE OFFICER (CEO) OF SANTAFE SENIOR LIVING, INC. (SENIOR LIVING). MR. GALLAGHER IS COMPENSATED BY SANTAFE HEALTHCARE, INC. (SANTAFE), A RELATED SUPPORTING ORGANIZATION. SANTAFE UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE SANTAFE BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE INDEPENDENT CONSULTING FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE INDEPENDENT CONSULTING FIRM. THE INDEPENDENT CONSULTING FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 15B: PROCESS FOR DETERMINING COMPENSATION FOR ALL EMPLOYEE OFFICERS, KEY EMPLOYEES AND DIRECTORS OF SENIOR LIVING IS AS FOLLOWS: THE SANTAFE HEALTHCARE, INC. (SANTAFE) BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF ALL EMPLOYEE OFFICERS AND KEY EMPLOYEES' TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISONS TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE BOARD OF DIRECTORS. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF CASH COMPENSATION AND EXECUTIVE BENEFITS. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. THE SANTAFE BOARD OF DIRECTORS RETAINS AN INDEPENDENT THIRD PARTY CONSULTANT TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE BOARD OF DIRECTORS' (INCLUDING OFFICER POSITIONS) COMPENSATION EVERY TWO TO THREE YEARS. THE COMPETITIVENESS ANALYSIS INCLUDES COMPARISONS TO BOTH NOT-FOR-PROFIT AND PUBLIC COMPANY (EXCLUDING EQUITY COMPONENT) DATA FOR COMPANIES WITHIN THE SAME OR SIMILAR INDUSTRY. ANY COMPENSATION CHANGES ARE APPROVED BY THE SANTAFE BOARD OF DIRECTORS BASED ON THE MARKET COMPETITIVENESS STUDY. A MARKET COMPETITIVENESS STUDY WAS CONDUCTED IN NOVEMBER 2012 FOR CHANGES MADE EFFECTIVE JANUARY 1, 2013. FORM 990, PART VI, SECTION C, LINE 19 SANTAFE SENIOR LIVING'S PROCEDURE FOR MAKING VARIOUS DOCUMENTS AVAILABLE TO THE PUBLIC: SANTAFE SENIOR LIVING,INC. MAKES ITS GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC ON A CASE BY CASE BASIS IF REQUESTED DIRECTLY FROM THE ORGANIZATION. THE ARTICLES OF INCORPORATION CAN BE ACCESSED DIRECTLY THROUGH THE FLORIDA DEPARTMENT OF STATE, DIVISION OF CORPORATIONS WEBSITE AT WWW.SUNBIZ.ORG. THE CORPORATE CONFLICT OF INTEREST POLICY AND AUDITED COMBINED FINANCIAL STATEMENTS, WHICH INCLUDE SANTAFE SENIOR LIVING, CAN BE OBTAINED DIRECTLY FROM THE ORGANIZATION UPON WRITTEN REQUEST. FORM 990, PART VII, SECTION A, LINE 1A: COMPENSATION PAID BY RELATED ORGANIZATIONS: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH $2 BILLION IN GROSS RECEIPTS AND APPROXIMATELY 2,000 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY EITHER SANTAFE HEALTHCARE, INC., AVMED, INC. OR SANTAFE SENIOR LIVING, INC. AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATE BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2014, THE FOLLOWING PERCENTAGES OF EACH EXECUTIVE'S COMPENSATION AND BENEFITS (FOR THOSE SENIOR EXECUTIVES PAID BY A RELATED ORGANIZATION) ARE APPORTIONED AND CHARGED TO SENIOR LIVING AS FOLLOWS: 10% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER 100% - TROY R HART, PRESIDENT 4% - RANDALL L STUART, ASSISTANT TREASURER 6% - CATHERINE E AYERS, ASSISTANT SECRETARY 14% - STEVEN M ZIEGLER, ASSISTANT SECRETARY FORM 990, PART XII, LINE 2C: THE COMPANY'S AUDIT COMMITTEE HAS NOT CHANGED ITS PROCESS FOR SELECTION OF THE INDEPENDENT ACCOUNTANT OR ITS PROCESS FOR MANAGING THE AUDIT. SANTAFE HEALTHCARE INC PO BOX 749 GAINESVILLE FL 326270749 592317607 MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES FL 501(C)(3) 11B TYPE II N/A 0 NORTH FLORIDA RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 591912330 RETIREMENT COMMUNITY FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 NORTH CENTRAL FLORIDA HOSPICE INC PO BOX 749 GAINESVILLE FL 326270749 592490893 HOSPICE CARE FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 BVG ACQUISITION INC PO BOX 749 GAINESVILLE FL 326270749 203701186 RETIREMENT COMMUNITY FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 EAST RIDGE RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 590903331 RETIREMENT COMMUNITY FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 AVMED INC PO BOX 749 GAINESVILLE FL 326270749 592742907 HEALTH CARE FL 501(C)(4) N/A SANTAFE HEALTHCARE INC 0 BONITA SPRINGS RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 262386152 RETIREMENT COMMUNITY FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 SANTAFE SENIOR LIVING FOUNDATION INC PO BOX 749 GAINESVILLE FL 326270749 264464727 CHARITABLE AND EDUCATIONAL PURPOSES FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 0 SF HOLDING CORPINC PO BOX 749 GAINESVILLE FL 326270749 592903901 HOLDING COMPANY FL SANTAFE HEALTHCARE INC C 0 0 1 1 1 0 0 0 0 0 0 1 1 1 1 0 1 1 1 1 AVMED INC M 92702 FMV OF SERVICES