TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
2420 WEST 26TH AVE
Suite 100-D

Room/suite

City or town, state or country, and ZIP + 4
DENVER, CO80211

D Employer identification number

23-7379161

E Telephone number

G Gross receipts $ 339,795,330

F Name and address of principal officer:
LYDIA W JUMONVILLE
2420 WEST 26TH AVE STE 100-D
DENVER,CO80211

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.sclhealthsystem.org

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

0928

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1972

M State of legal domicile: KS

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: We reveal and foster God's healing love by improving the health of the people and communities we serve, especially those who are poor and vulnerable.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	14
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	904
6	Total number of volunteers (estimate if necessary) .............	6
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	45,308
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-179,363

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	1,082	594,403
9	Program service revenue (Part VIII, line 2g) .........	103,634,794	287,741,687
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	17,743,348	43,116,028
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	5,082,147	7,777,619
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	126,461,371	339,229,737
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	278,650	1,016,819
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	54,088,418	150,330,840
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	116,581,852	209,724,197
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	170,948,920	361,071,856
19	Revenue less expenses. Subtract line 18 from line 12.......	-44,487,549	-21,842,119
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	1,431,133,067	1,347,260,339
21	Total liabilities (Part X, line 26).............	1,535,000,716	1,735,511,665
22	Net assets or fund balances. Subtract line 21 from line 20.....	-103,867,649	-388,251,326

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III ...............

Briefly describe the organization’s mission: We reveal and foster God's healing love by improving the health of the people and communities we serve, especially those who are poor and vulnerable.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 124,953,255 including grants of $ ) (Revenue $ 127,871,631 )
	FINANCE, AUDIT AND DEBT SERVICES - ADMINISTERS FINANCING PROGRAM AND REVIEWS THE CAPITAL FORMATION PROGRAM (FOR ELEVEN HOSPITALS AND FOUR CLINICS). IT ALSO OVERSEES THE AUDITS OF ITS RELATED AFFILIATES TO PROVIDE ASSURANCE REGARDING THE EFFECTIVENESS AND EFFICIENCY OF OPERATIONS AND THE RELIABILITY OF FINANCIAL REPORTING.

4b	(Code: ) (Expenses $ 20,273,217 including grants of $ ) (Revenue $ 17,642,598 )
	HUMAN RESOURCES - ADMINISTERS PROGRAMS AND OTHER SERVICES TO THE ELEVEN HOSPITALS, FOUR CLINICS AND VARIOUS FOR-PROFIT ENTITIES WHICH ARE AFFILIATES OF SCLHS. PROGRAMS ADMINISTERED INCLUDE EMPLOYEE WELFARE BENEFIT PLANS, RETIREMENT PLANS, AND CERTAIN EXECUTIVE RECRUITING FUNCTIONS.

4c	(Code: ) (Expenses $ 142,738,210 including grants of $ ) (Revenue $ 124,216,742 )
	INFORMATION SYSTEMS - COORDINATES THE CENTRALIZATION OF MANY OF THE INFORMATION SYSTEMS OF THE HEALTH SYSTEM. CURRENTLY, AN ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM AND A RADIOLOGY INFORMATION SYSTEM (RIS) ARE INSTALLED AND BEING OPERATED. In 2012, a clinical and patient administrative system was installed at seven hospitals and was in use at ten of the eleven hospitals across the system by year end.

	(Code: ) (Expenses $ 21,111,383 including grants of $ ) (Revenue $ 18,370,006 )
	ADMIN, QUALITY, RISK MANAGEMENT, COMMUNICATIONS

	(Code: ) (Expenses $ 1,016,819 including grants of $ 1,016,819 ) (Revenue $ )
	GRANTS RELATED TO SCLHS MISSION

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 22,128,202 including grants of $ 1,016,819 ) (Revenue $ 18,370,006 )
4e	Total program service expenses310,092,884

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

........................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I Click to see attachment

..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II Click to see attachment

........

Yes

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III Click to see attachment

............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV Click to see attachment

..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

......

Yes

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII Click to see attachment

.......

11c

Yes

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX Click to see attachment

............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

.........................

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment

14b

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV Click to see attachment

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Yes

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................ Click to see list of attachments

24a

Yes

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I...................

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II..........................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V ...............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

251

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

904

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

Yes

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

Yes

If "Yes," enter the name of the foreign country: MediumBullet

CJ , CA , UK
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI ...............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

Yes

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

Yes

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

SHARON OWENS SCL HEALTH SYS2420 W 26TH AVE STE 100-DDENVERCO80211 (303) 813-5190

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII ...............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) SISTER LYNN CASEY SCL........................................................................ BOARD MEMBER	3.0 .......................	X
(2) SISTER MAUREEN HALL SCL........................................................................ VICE PRESIDENT	3.0 .......................	X	X
(3) TERRY HEATH........................................................................ BOARD MEMBER	3.0 .......................	X
(4) GORDON HOWIE........................................................................ CHAIRPERSON	3.0 .......................	X	X
(5) SISTER EILEEN HURLEY SCL........................................................................ BOARD MEMBER	3.0 .......................	X
(6) DONNA J KING........................................................................ BOARD MEMBER	3.0 .......................	X
(7) KNUTE KNUDSON........................................................................ BOARD MEMBER	3.0 .......................	X
(8) MATTHEW LAMBERT III MD........................................................................ VICE CHAIRPERSON	3.0 .......................	X	X
(9) MAUREEN MAHONEY........................................................................ BOARD MEMBER	3.0 .......................	X
(10) MARLON PRIEST MD........................................................................ BOARD MEMBER	3.0 .......................	X
(11) KENT RUSSELL........................................................................ BOARD MEMBER	3.0 .......................	X
(12) VINOD SAHNEY PhD........................................................................ BOARD MEMBER	3.0 .......................	X
(13) RONALD SPERLING........................................................................ BOARD MEMBER	3.0 .......................	X
(14) MICHAEL A SLUBOWSKI........................................................................ PRESIDENT/CEO	40.0 .......................	X	X	1,513,703	36,584
(15) KATHRYN PAUL........................................................................ BOARD MEMBER	3.0 .......................	X
(16) LYDIA W JUMONVILLE........................................................................ CHIEF FINANCE OFFICER/SVP FIN	40.0 .......................		X	665,251	89,581
(17) EDWARD L BARKER........................................................................ SECRETARY/SVP GENERAL COUNSEL	40.0 .......................		X	942,869	1,127,513

Form 990 (2012)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)					(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) MARK A WILKINSON........................................................................ TREASURER / VICE PRESIDENT	40.0 .......................	X				369,723		48,866
(19) PAMELA G LOGAN........................................................................ ASST SECRETARY till 5-30-12	40.0 .......................	X				123,677		11,161
(20) LYNN SMITH........................................................................ ASST SECRETARY 7-25 to present	40.0 .......................	X				83,463		10,050
(21) ROBERT W LADENBURGER........................................................................ EVP CHIEF OPERATING OFFICER	40.0 .......................		X			1,376,046		106,636
(22) WILLIAM M ANDERSON........................................................................ VP CHIEF HUMAN RESOURCES OFFIC	40.0 .......................		X			552,258		34,950
(23) BRENDA S CHILMAN........................................................................ VP REVENUE SERVICES	40.0 .......................		X			263,082		42,117
(24) TODD A CONKLIN SR........................................................................ VP CFO HOSPITAL OPERATIONS	40.0 .......................		X			626,681		76,029
(25) JILL W KENNELLY........................................................................ VP CHIEF STRATEGY OFFICER	40.0 .......................		X			505,112		664,888
(26) RICHARD T LOPES........................................................................ SVP HEALTH NETWORKS	40.0 .......................		X			917,605		55,755
(27) DAVID PECORARO........................................................................ VP CHIEF INFORMATION OFFICER	40.0 .......................		X			483,533		109,167
(28) DEBORAH WELLE-POWELL........................................................................ VP PAYER CONTRACT-STRATEGY	40.0 .......................		X			318,276		46,736
(29) STEVE CHYUNG........................................................................ VP - SUPPLY CHAIN MANAGEMENT	40.0 .......................		X			396,079		51,728
(30) LOURDES J LAZATIN........................................................................ CEO SAINT JOHN'S SANTA MONICA	.......................40.0			X		839,840		1,288,523
(31) BAIN J FARRIS........................................................................ CEO SAINT JOSEPH DENVER	.......................40.0			X		618,414		211,829
(32) IRMA NAPOLI........................................................................ VP-HUMAN RESOURCES	40.0 .......................			X		621,299		726,378
(33) JASON BARKER........................................................................ PRES/CEO (SVH-MT REGION)	.......................40.0			X		588,371		67,245
(34) TAJQUAH J HUDSON........................................................................ SVP-STRATEGY/BUS DEV	40.0 .......................			X		496,078	0	25,373
(35) MARY JO GREGORY........................................................................ SEVERED EXEC-FORMER KEY EMP	0.0 .......................				X	911,058		10,765
(36) ROBERT A BOYSEN........................................................................ SEVERED EXEC-FORMER KEY EMP	0.0 .......................				X	382,488		12,511
(37) JAMES T PAQUETTE........................................................................ SYSTEM PROJECT LEADER	40.0 .......................				X	1,124,995		14,498

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	14,719,901	0	4,868,883

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

175

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

Yes

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
MEDASSETS INC, PO BOX 405652ATLANTAGA30384	SUPPLY CHAIN CONTRAC	9,420,725
HURON CONSULTING SERVICES, 3005 MOMENTUM PLACECHICAGOIL60689	Consulting	9,989,906
Catholic Healthcare Audit Network, 231 SOUTH BEMISTONST LOUISMO63105	INT AUDIT SERVICES	2,866,212
ERNST AND YOUNG LLP, PO BOX 660401DALLASTX75260	AUDIT & TAX SERVICES	2,409,351
NEI GLOBAL RELOCATION COMPANY, PO BOX 241886OMAHANE68124	RELOCATION	1,892,939
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 43

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response to any question in this Part VIII ..............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e		594,403

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			594,403
			Business Code
2a	AFFILIATE MANAGEMENT FEES		541900	269,000,879	268,970,879	30,000
b	INTEREST INCOME FROM NOTES RECEIVABLE		900099	18,740,808	18,740,808
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			287,741,687
3	Investment income (including dividends, interest, and other similar amounts).......			20,060,169		15,308	20,044,861
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	23,621,452
b	Less: cost or other basis and sales expenses		565,593
c	Gain or (loss)	23,621,452	-565,593
d	Net gain or (loss)..........			23,055,859			23,055,859
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	VENDOR ADMINISTRATION REBATE		900099	7,416,329			7,416,329
b	DEBT GUARANTEE FEES		900099	176,341	176,341
c	MISCELLANEOUS REVENUE		900099	184,949	184,949
d	All other revenue ....
e	Total. Add lines 11a–11d ......			7,777,619
12	Total revenue. See Instructions......			339,229,737	288,072,977	45,308	50,517,049

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	822,237	822,237
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	140,700	140,700
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	53,882	53,882
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	11,814,721	11,814,721
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	112,890,298	94,071,170	18,819,128
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	8,183,539	5,486,494	2,697,045
9	Other employee benefits .......	10,127,965	5,627,036	4,500,929
10	Payroll taxes ...........	7,314,317	6,210,520	1,103,797
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	4,762,008		4,762,008
c	Accounting ...........	4,304,263		4,304,263
d	Lobbying ...........	90,568	90,568
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	4,530,368		4,530,368
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	35,238,074	33,786,265	1,451,809
12	Advertising and promotion ....	0
13	Office expenses .......	17,670,837	15,020,211	2,650,626
14	Information technology ......	36,561,774	31,077,508	5,484,266
15	Royalties ..	0
16	Occupancy ...........	4,241,552	3,605,319	636,233
17	Travel ............	2,577,787	2,577,787
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	751,673	751,673
20	Interest ...........	58,053,539	58,053,539
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	37,063,027	37,063,027
23	Insurance ..............	256,664	218,164	38,500
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	OTHER	134,742	134,742
b	SYSTEM DUES	3,487,321	3,487,321
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	361,071,856	310,092,884	50,978,972	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			128	1	0
2	Savings and temporary cash investments .........			0	2	18,165,168
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			38,389,891	4	51,294,336
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			60,000	7	60,000
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			5,034,475	9	7,120,044
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	230,987,885
b	Less: accumulated depreciation .....	10b	120,537,738	91,722,762	10c	110,450,147
11	Investments—publicly traded securities ..........			539,045,966	11	582,828,653
12	Investments—other securities. See Part IV, line 11 .....			260,632,603	12	55,485,431
13	Investments—program-related. See Part IV, line 11 .....			475,073,655	13	469,602,160
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			21,173,587	15	52,254,400
16	Total assets. Add lines 1 through 15 (must equal line 34)......			1,431,133,067	16	1,347,260,339
17	Accounts payable and accrued expenses .........			123,251,945	17	104,356,018
18	Grants payable .................			0	18	0
19	Deferred revenue ................			0	19	0
20	Tax-exempt bond liabilities .............			1,361,576,377	20	1,324,260,577
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	230,000,000
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			50,172,394	25	76,895,070
26	Total liabilities. Add lines 17 through 25.........			1,535,000,716	26	1,735,511,665
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			-128,252,848	27	-415,989,235
28	Temporarily restricted net assets ...........			22,385,199	28	25,737,909
29	Permanently restricted net assets ...........			2,000,000	29	2,000,000
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			-103,867,649	33	-388,251,326
34	Total liabilities and net assets/fund balances ........			1,431,133,067	34	1,347,260,339

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI ...............

Total revenue (must equal Part VIII, column (A), line 12) ............

339,229,737

Total expenses (must equal Part IX, column (A), line 25) ............

361,071,856

Revenue less expenses. Subtract line 2 from line 1 ..............

-21,842,119

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

-103,867,649

Net unrealized gains (losses) on investments ...............

35,916,625

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

-298,458,183

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

-388,251,326

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII ..............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number

23-7379161

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN		Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support
(A) PROVIDENCE MEDICAL CENTER INC	480784446	03	Yes		Yes		Yes		0
(B) ST FRANCIS HEALTH CENTER INC	480547719	03	Yes		Yes		Yes		0
(C) ST JAMES HEALTHCARE	810231785	03	Yes		Yes		Yes		0
(D) SAINT JOHN HOSPITAL INC	480543768	03	Yes		Yes		Yes		0
(E) SAINT JOHN'S HEALTH CENTER	951684082	03	Yes		Yes		Yes		0
(F) SAINT JOSEPH HOSPITAL INC	840417134	03	Yes		Yes		Yes		0
(G) EXEMPLA INC	841103606	03	Yes		Yes		Yes		0
(H) ST MARY'S HOSPITAL AND MEDICAL CENTER INC	840425720	03	Yes		Yes		Yes		0
(I) ST VINCENT HEALTHCARE	810232124	03	Yes		Yes		Yes		0
(J) HOLY ROSARY HEALTHCARE	810231792	03	Yes		Yes		Yes		0
(K) BETHANY COMMUNITY PLAZA INC	481207407	03	Yes		Yes		Yes		0
(L) CARITAS CLINICS INC	481009910	03	Yes		Yes		Yes		0
(M) MARIAN CLINIC INC	481046905	03	Yes		Yes		Yes		0
(N) MARILLAC CLINIC INC	841085822	03	Yes		Yes		Yes		0
(O) MOUNT ST VINCENT HOME INC	840405260	09	Yes		Yes		Yes		0
Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number

23-7379161

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Yes

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Yes

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Yes

16,044

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Yes

24,066

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Yes

120,329

Total. Add lines 1c through 1i ...............................

160,439

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
Sch C Part II-B		EXPENSES LISTED IN PART II-B INCLUDE RESOURCES DEDICATED TO TRACKING LEGISLATION THAT MAY ADVERSELY IMPACT THE FILING ORGANIZATION. INDIRECT ALLOCATION OF EXPENSES INCLUDE RELEVANT PORTIONS OF LOBBYING ACTIVITIES THAT ARE SEPARATELY STATED IN DUES PAID TO VARIOUS HOSPITAL AND OTHER MEDICAL ASSOCIATIONS.

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number

23-7379161

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	3,524,552	3,639,978	3,502,137	3,435,586	4,177,114
b	Contributions ........			60,804
c	Net investment earnings, gains, and losses	140,511	17,492	277,272	261,551	-620,022
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	144,000	132,918	200,235	195,000	121,506
f	Administrative expenses ....
g	End of year balance ......	3,521,063	3,524,552	3,639,978	3,502,137	3,435,586

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

56.740 %

Temporarily restricted endowment SchDMd Bullet

43.260 %

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	37,026,811		37,026,811
b	Buildings ................	438,785	99,752	339,033
c	Leasehold improvements ............	3,396,797	306,194	3,090,603
d	Equipment ................	190,125,492	120,131,792	69,993,700
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				110,450,147

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) PROVIDENCE MEDICAL CENTER	3,672,442	F
(2) ST. JOHN HOSPITAL, INC.	1,370,188	F
(3) ST. JAMES HEALTHCARE	15,398,555	F
(4) ST. MARY'S HOSPITAL & MEDICAL	36,188,267	F
(5) SAINT JOHN'S HEALTH CENTER	97,972,708	F
(6) EXEMPLA SYSTEM SERVICES	315,000,000	F



Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	469,602,160

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
DEFERRED COMP 457 PLAN LIAB		11,400,720
INTEREST RATE SWAP LIABILITY		28,729,888
FROZEN DB PLAN		37,680,476
FAS 157 CREDIT RISK		-916,014





Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		76,895,070
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
FORM 990, SCHEDULE D, PART V, LINE 4 (ENDOWMENT FUNDS):		SCLHS HAS A PERMANENT ENDOWMENT IN THE AMOUNT OF $2,000,000. THE EARNINGS FROM THE PERMANENT ENDOWMENT ARE A TERM ENDOWMENT TO BE USED FOR EDUCATION PURPOSES AS DETERMINED BY SCLHS MANAGEMENT.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number

23-7379161

Part I

General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of the grants or

assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used to award

the grants or assistance? ...................................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for and investments in region
	Central America and the Caribbean	Program Services	CAPTIVE INSURANCE PREM	13,857,690
	Central America and the Caribbean	Investments		68,194,445
	Europe (Including Iceland and Greenland)	Investments		3,708,118














3a	Sub-total .....			85,760,253
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)			85,760,253

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012

Schedule F (Form 990) 2012

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement
Sub-Saharan Africa	CONSTRUCT BUILDING	53,882	ACH

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .... MediumBullet

Enter total number of other organizations or entities ....................... MediumBullet

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation
SCHEDULE F, PART I, LINE 2		SCLHS' MISSION DEPARTMENT REQUIRES WRITTEN STATEMENTS THREE TIMES A YEAR REGARDING THE PROGRESS AND STATUS OF THE GRANT.
SCHEDULE F, PART I, LINE 3		SCLHS' expenditures (premiums paid) for its captive insurance premiums was $13,857,690 net of premium discounts.

Schedule F (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number
23-7379161

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) ST MARYS HOSPITAL FOUNDATION 2635 N 7TH STREET GRAND JUNCTION,CO81502	65-1202190	501(c)(3)	50,000	FUNDRAISER SPONSOR
(2) UNIVERSITY OF ST MARY 4100 SOUTH 4TH STREET LEAVENWORTH,KS66048	48-0547846	501(C)(3)	462,992	FUNDRAISER SPONSOR AND SUPPORT
(3) MOUNT ST VINCENT HOME 4159 LOWELL BLVD DENVER,CO80211	84-0405260	501(c)(3)	101,806	FUNDRAISER SPONSOR
(4) AMERICAN HEART ASSOCIATION 7272 GREENVILLE AVENUE DALLAS,TX75231	13-5613797	501(c)(3)	75,000	EVENT SPONSOR
(5) METRO DENVER ECONOMIC DEVELOPMENT CORP 1445 MARKET STREET DENVER,CO80202	84-0186760	501(c)(6)	25,000	GENERAL SUPPORT
(6) DENVER MUSEUM OF NATURE & SCIENCE 2001 COLORADO BLVD DENVER,CO80205	84-0518447	501(c)(3)	25,000	SUPPORT ELEMENTARY EDUCATION
(7) IVINSON MEMORIAL HOSPITAL FOUNDATION 255 N 30TH STREET LARAMIE,WY82070	83-0259429	501(c)(3)	6,000	EVENT SPONSOR
(8) CARITAS CLINICS INC 9801 Renner Boulevard Suite 100 Lenexa,KS66219	48-1009910	501(C)(3)	20,565	General Support
(9) MARIAN CLINIC 1001 SW GARFIELD TOPEKA,KS66604	48-1046905	501(C)(3)	30,739	General Support

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) SECONDARY EDUCATION SCHOLARSHIPS	36	66,100
(2) CRISTO REY KANSAS CITY SCHOOL	2	12,500
(3) UNIVERSITY OF ST. MARY	4	62,100

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
Form 990, SCHEDULE I, PART I, LINE 2 (MONITORING OF GRANTS)		SCLHS' MISSION DEPARTMENT REQUIRES WRITTEN STATEMENTS THREE TIMES A YEAR REGARDING THE PROGRESS AND STATUS OF THE GRANT.

Schedule I (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number

23-7379161

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)MICHAEL A SLUBOWSKIPRESIDENT/CEO	(i) (ii)	993,061	398,970	121,672	24,119	12,465	1,550,287
(2)LYDIA W JUMONVILLECHIEF FINANCE OFFICER/SVP FIN	(i) (ii)	499,288	152,073	13,890	73,035	16,546	754,832
(3)EDWARD L BARKERSECRETARY/SVP GENERAL COUNSEL	(i) (ii)	467,636	158,287	316,946	1,110,850	16,663	2,070,382
(4)MARK A WILKINSONTREASURER / VICE PRESIDENT	(i) (ii)	212,807	111,240	45,676	37,814	11,052	418,589
(5)ROBERT W LADENBURGEREVP CHIEF OPERATING OFFICER	(i) (ii)	660,676	203,467	511,903	94,171	12,465	1,482,682
(6)MARY JO GREGORYSEVERED EXEC-FORMER KEY EMP	(i) (ii)		165,602	745,456		10,765	921,823	756,221
(7)WILLIAM M ANDERSONVP CHIEF HUMAN RESOURCES OFFIC	(i) (ii)	327,692	94,635	129,931	22,485	12,465	587,208
(8)ROBERT A BOYSENSEVERED EXEC-FORMER KEY EMP	(i) (ii)			382,488		12,511	394,999	394,999
(9)BRENDA S CHILMANVP REVENUE SERVICES	(i) (ii)	221,342	38,799	2,941	34,921	7,196	305,199
(10)TODD A CONKLIN SRVP CFO HOSPITAL OPERATIONS	(i) (ii)	377,511	236,016	13,154	59,483	16,546	702,710
(11)JILL W KENNELLYVP CHIEF STRATEGY OFFICER	(i) (ii)	350,422	117,388	37,302	653,492	11,396	1,170,000
(12)RICHARD T LOPESSVP HEALTH NETWORKS	(i) (ii)	507,612	96,853	313,140	43,290	12,465	973,360
(13)DAVID PECORAROVP CHIEF INFORMATION OFFICER	(i) (ii)	339,727	110,979	32,827	96,702	12,465	592,700
(14)DEBORAH WELLE-POWELLVP PAYER CONTRACT-STRATEGY	(i) (ii)	264,936	48,984	4,356	44,780	1,956	365,012
(15)LOURDES J LAZATINCEO SAINT JOHN'S SANTA MONICA	(i) (ii)	600,633	147,483	91,724	1,281,144	7,379	2,128,363
(16)JAMES T PAQUETTESYSTEM PROJECT LEADER	(i) (ii)	216,774		908,221	6,515	7,983	1,139,493
(17)BAIN J FARRISCEO SAINT JOSEPH DENVER	(i) (ii)	441,578	141,476	35,360	199,364	12,465	830,243
(18)STEVE CHYUNGVP - SUPPLY CHAIN MANAGEMENT	(i) (ii)	299,429	84,420	12,230	35,182	16,546	447,807
(19)IRMA NAPOLIVP-HUMAN RESOURCES	(i) (ii)	307,716	102,630	210,953	719,323	7,055	1,347,677
(20)JASON BARKERPRES/CEO (SVH-MT REGION)	(i) (ii)	428,530	147,000	12,841	54,384	12,861	655,616
(21)TAJQUAH J HUDSONSVP-STRATEGY/BUS DEV	(i) (ii)	297,474 0	54,335 0	144,269 0	18,000 0	7,373 0	521,451 0	0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
SCHEDULE J, PART I, LINE 1a	TAX INDEMNIFICATION AND GROSS-UP PAYMENTS	SCLHS ALLOWS FOR CERTAIN TAX INDEMNIFICATION AND GROSS-UP PAYMENTS IN THE INSTANCES OF RELOCATION AND TEMPORARY HOUSING. THESE AMOUNTS ARE TREATED AS TAXABLE COMPENSATION. THE INDIVIDUALS LISTED THAT WERE TAXED FOR 2012 WERE: MARK A. WILKINSON, STEVEN CHYUNG, RICHARD T. LOPES
SCHEDULE J, PART I, LINE 1a	HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE	SCLHS ALLOWS FOR CERTAIN HOUSING PAYMENTS IN THE INSTANCES OF RELOCATION AND TEMPORARY HOUSING. THESE AMOUNTS ARE TREATED AS TAXABLE COMPENSATION. THE INDIVIDUALS LISTED THAT WERE TAXED FOR 2012 WERE: ED BARKER, JILL WILLEN KENNELLY, MARK A. WILKINSON, STEVEN CHYUNG, RICHARD T. LOPES
SCHEDULE J, PART I, LINE 4a	SEVERANCE PAYMENTS	SCLHS PERIODICALLY INCURS SEVERANCE PAYMENTS RELATED TO FORMER EMPLOYEES. THE AMOUNTS PAID TO LISTED INDIVIDUALS FOR SEVERANCE IN 2012 WERE: MARY JO GREGORY-$745,456, ROBERT BOYSEN-$382,488
SCHEDULE J, PART I, LINE 4b	PAYMENTS FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN	OTHER REPORTABLE COMPENSATION SHOWN IN SCHEDULE J PART II COLUMN (B) (III) CONTAINS AN ANNUAL REPORTING ADJUSTMENT FOR CERTAIN EMPLOYEES WHO PARTICIPATE IN THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS. SCLHS PROVIDES NONQUALIFIED RETIREMENT PLANS FOR EXECUTIVES TO COMPENSATE FOR REGULATORY IMPOSED LIMITATIONS IN QUALIFIED RETIREMENT PLANS AND TO PROVIDE A BENEFIT CONSISTENT WITH OTHER NOT FOR PROFIT HEALTH SYSTEMS. THESE PLANS ENABLE THE EXECUTIVE TO EARN BENEFITS DURING EACH YEAR THAT THEY PARTICIPATE. ON THE ADVICE OF COUNSEL, SCLHS HAS DETERMINED THAT THESE BENEFITS SHOULD BE SUBJECT TO TAXATION AS THEY ARE EARNED AND VESTED RATHER THAN WHEN THEY ARE RECEIVED. AS A RESULT, THE TOTAL NONQUALIFIED RETIREMENT PLAN BENEFITS, WHICH WERE ACCRUED AND VESTED IN THE CURRENT YEAR, ARE NOW CONSIDERED TAXABLE AND THUS WERE TAXED TO THE PARTICIPANTS. AN AMOUNT EQUAL TO THE PARTICIPANT'S EXPECTED INCOME TAX LIABILITY WAS WITHDRAWN FROM THE PARTICIPANT'S ACCOUNT AND REMITTED TO THE IRS AS WITHHOLDING ON THE TAXABLE BENEFIT. THE AMOUNTS WITHDRAWN FROM THE PLAN FOR TAXES IN 2012 WERE: MICHAEL SLUBOWSKI-$41,506, ROBERT LADENBURGER-$195,770, ED BARKER-$97,643, WILLIAM ANDERSON-$42,283, IRMA NAPOLI-$83,249, RICHARD LOPES-$57,996. IN ADDITION, VESTED AMOUNTS ARE PAYABLE UPON END OF EMPLOYMENT. THE VESTED AMOUNTS WITHDRAWN, NOT PREVIOUSLY TAXED, FOR THIS TYPE OF PAYMENT IN 2012 WERE: JAMES PAQUETTE-$899,627
SCHEDULE J, PART I, LINE 7	OTHER NON-FIXED PAYMENTS	SCLHS HAS MANAGEMENT INCENTIVE PLANS WHICH ARE BASED ON A COMBINATION OF MEASURES. MANAGEMENT AND SENIOR LEADERSHIP ARE ELIGIBLE FOR THE INCENTIVE COMPENSATION. PERFORMANCE CATEGORIES ARE MADE UP OF A COMBINATION OF CLINICAL QUALITY MEASURES AND OPERATING INCOME. THE OPERATING INCOME CATEGORY IS GENERALLY RELATED TO THE NET EARNINGS OF THE CARE SITE IN WHICH THE INDIVIDUAL WORKS, OR IN THE CASE OF SCLHS SENIOR MANAGEMENT, THE NET EARNINGS OF SCLHS.
SCHEDULE J	ADDITIONAL OFFICER AND BOARD DISCLOSURES	THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) CONSISTS OF ELEVEN HOSPITALS AND FOUR CLINICS (AFFILIATES) IN FOUR STATES. SCLHS AND ITS AFFILIATES ADHERE TO GOVERNANCE EXCELLENCE STANDARDS INCLUDING TRANSPARENCY AND ACCOUNTABILITY. IN KEEPING WITH SCLHS' CORE VALUE OF STEWARDSHIP, NO BOARD MEMBER SERVING ON SCLHS' BOARD OF DIRECTORS (BOARD) IS COMPENSATED FOR THAT SERVICE. SCLHS' BOARD COMPENSATION COMMITTEE (COMMITTEE) HAS RETAINED THE SERVICES OF SULLIVAN, COTTER AND ASSOCIATES, INC. (SULLIVAN COTTER), AS INDEPENDENT COMPENSATION ADVISORS. SULLIVAN COTTER IS RESPONSIBLE FOR ADVISING THE COMMITTEE ON ALL MATTERS RELATING TO EXECUTIVE COMPENSATION INCLUDING SUPPORTING THE COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED OFFICERS IS CONSISTENT WITH MARKET VALUE AND THE PAY PHILOSOPHY SET BY THE BOARD. THE PAY PHILOSOPHY SET BY THE BOARD IS TO PAY AT THE MIDDLE OF THE MARKET FOR EXECUTIVES OF SIMILAR SIZED ORGANIZATIONS OVERALL. SCLHS' EXECUTIVE COMPENSATION IS COMPARABLE TO THAT PROVIDED BY SIMILAR, NOT-FOR-PROFIT HEALTHCARE SYSTEMS AND HOSPITALS. THE SISTERS WHO SERVE AS OFFICERS AND / OR BOARD MEMBERS OF THIS HEALTH SYSTEM ARE MEMBERS OF THE SISTERS OF CHARITY OF LEAVENWORTH (A RELIGIOUS ORDER OF WOMEN). AS MEMBERS OF THIS ORDER, THEY HAVE TAKEN VOWS OF POVERTY AND RECEIVE NO COMPENSATION, EXPENSE ACCOUNT ALLOWANCE, OR CONTRIBUTIONS TO BENEFIT PLANS FOR THEIR SERVICES TO THE HEALTH SYSTEM. HOWEVER, PAYMENT IS MADE DIRECTLY TO THE SISTERS OF CHARITY OF LEAVENWORTH FOR THE SERVICES OF THOSE WHO PERFORM PROFESSIONAL, ADMINISTRATIVE, AND OTHER SUCH SERVICES. PROFESSIONAL, ADMINISTRATIVE, AND OTHER SUCH SERVICES.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number
23-7379161

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KBB6	12-05-2003	39,210,000	2/2/1994 REFINANCE+BLDGS+EQUP		X		X		X
B	CALIFORNIA HEALTH FACILITIES	52-1643828	13033FQU7	12-05-2003	49,755,000	2/2/1994 REFINANCE		X		X		X
C	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932	196474K58	12-05-2003	103,035,000	2/2/1994&9/9/1992 REFIN+BLDGS+EQUI		X		X		X
D	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KBC4	03-07-2006	35,000,000	CONSTRUCT/REMODEL HOSPITAL FACILIT		X		X		X
	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932	19648AST3	05-20-2010	605,460,143	3/24/98&11/13/02&7/18/02 REFI+HOSP		X		X		X
	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KHV6	05-20-2010	217,535,868	3/24/98&5/25/00 REFI+HOSP FAC		X		X		X
	KANSAS DEVELOPMENT FINANCE AUTHORITY	48-1066589	48542K5N5	05-20-2010	202,625,401	3/24/98&5/25/00 REFI+HOSP FAC		X		X		X
	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932		06-15-2011	62,620,000	REFI 7/18/02&2/4/09		X		X		X
	KANSAS DEVELOPMENT FINANCE AUTHORITY	48-1066589		04-04-2012	76,290,000	REFI 3/7/06		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	635,000		31,560,000		36,000,000		7,830,000
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		0		0
3 Total proceeds of issue . . . . . . . . . . . . . .	39,210,022		49,755,055		103,035,433		35,028,997
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0		0		0		0
5 Capitalized interest from proceeds . . . . . . . . . . .	0		0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0		0		0		0
7 Issuance costs from proceeds . . . . . . . . . . . .	270,531		346,200		714,438		325,299
8 Credit enhancement from proceeds . . . . . . . . . . .	0		0		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	7,630,591		55		22,369,995		34,703,698
11 Other spent proceeds . . . . . . . . . . . . . .	31,308,900		49,408,800		79,951,000		0
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2003		2003		2003		2006
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X		X		X			X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X		X		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		0%		0%		0%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0%		0%		0%		0%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0%		0%		0%		0%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .	X		X		X		X
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . . . .	X		X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .	X		X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X		X		X		X
b Name of provider . . . . . . . . .	MERRIL LYNCH		MERRILL LYNCH		MERRILL LYNCH
c Term of hedge . . . . . . . . . .	20.		20.		20.		25.
d Was the hedge superintegrated? . . . . . .		X		X		X		X
e Was a hedge terminated? . . . . . . .		X		X		X		X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0		0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
PART IV LINE 2C	0	REBATE COMPLETION DATES: A. MONTANA FACILITY FINANCE AUTHORITY 2003 - 2/17/12 B. CALIFORNIA HEALTH FACILITIES FINANCE AUTHORITY 2003 - 2/17/12 C. COLORADO HEALTH FACILITIES AUTHORITY 2003 - 2/17/12 D. MONTANA FACILITY FINANCE AUTHORITY 2006 - 6/12/12
Part III KANSAS DEVELOPMENT AUTHORITY ISSUED 05/20/2010	0	lINE 4 COLUMN C: THE TEMPORARY SPIKE IN PRIVATE BUSINESS TO 11.3615% FOR CALENDAR YEAR 2012 WAS DRIVEN BY A NON-COMPLIANT CONTRACT FROM KANSAS EMERGENCY ROOM SERVICES AT PROVIDENCE MEDICAL CENTER SIGNED 08/25/11. THE PRIVATE BUSINESS USE PERCENTAGE OVER THE ENTIRE MEASUREMENT PERIOD IS WITHIN THE ALLOWABLE THRESHOLD. PROVIDENCE MEDICAL CENTER WAS SOLD IN APRIL 2013 AND REMEDIAL ACTIONS WERE TAKEN WITH RESPECT TO THE OUTSTANDING BONDS.
PART I COLUMN (E) & PART II LINE 3	0	ANY DIFFERENCE BETWEEN ISSUE PRICE REPORTED ON PART I, COLUMN (E) AND TOTAL PROCEEDS REPORTED ON PART II, LINE 3 IS DUE TO INVESTMENT EARNINGS
PART II LINE 12	0	THE $69,129,209 UNSPENT PROCEEDS ARE BEING HELD BY THE TRUSTEE IN THE MONTANA PROJECT FUND FOR FUTURE MONTANA CAPITAL PROJECTS.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number
23-7379161

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KBB6	12-05-2003	39,210,000	2/2/1994 REFINANCE+BLDGS+EQUP		X		X		X
B	CALIFORNIA HEALTH FACILITIES	52-1643828	13033FQU7	12-05-2003	49,755,000	2/2/1994 REFINANCE		X		X		X
C	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932	196474K58	12-05-2003	103,035,000	2/2/1994&9/9/1992 REFIN+BLDGS+EQUI		X		X		X
D	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KBC4	03-07-2006	35,000,000	CONSTRUCT/REMODEL HOSPITAL FACILIT		X		X		X
	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932	19648AST3	05-20-2010	605,460,143	3/24/98&11/13/02&7/18/02 REFI+HOSP		X		X		X
	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KHV6	05-20-2010	217,535,868	3/24/98&5/25/00 REFI+HOSP FAC		X		X		X
	KANSAS DEVELOPMENT FINANCE AUTHORITY	48-1066589	48542K5N5	05-20-2010	202,625,401	3/24/98&5/25/00 REFI+HOSP FAC		X		X		X
	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932		06-15-2011	62,620,000	REFI 7/18/02&2/4/09		X		X		X
	KANSAS DEVELOPMENT FINANCE AUTHORITY	48-1066589		04-04-2012	76,290,000	REFI 3/7/06		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	635,000		31,560,000		36,000,000		7,830,000
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		0		0
3 Total proceeds of issue . . . . . . . . . . . . . .	39,210,022		49,755,055		103,035,433		35,028,997
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0		0		0		0
5 Capitalized interest from proceeds . . . . . . . . . . .	0		0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0		0		0		0
7 Issuance costs from proceeds . . . . . . . . . . . .	270,531		346,200		714,438		325,299
8 Credit enhancement from proceeds . . . . . . . . . . .	0		0		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	7,630,591		55		22,369,995		34,703,698
11 Other spent proceeds . . . . . . . . . . . . . .	31,308,900		49,408,800		79,951,000		0
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2003		2003		2003		2006
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X		X		X			X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X		X		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		0%		0%		0%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0%		0%		0%		0%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0%		0%		0%		0%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .	X		X		X		X
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . . . .	X		X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .	X		X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X		X		X		X
b Name of provider . . . . . . . . .	MERRIL LYNCH		MERRILL LYNCH		MERRILL LYNCH
c Term of hedge . . . . . . . . . .	20.		20.		20.		25.
d Was the hedge superintegrated? . . . . . .		X		X		X		X
e Was a hedge terminated? . . . . . . .		X		X		X		X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0		0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
PART IV LINE 2C	0	REBATE COMPLETION DATES: A. MONTANA FACILITY FINANCE AUTHORITY 2003 - 2/17/12 B. CALIFORNIA HEALTH FACILITIES FINANCE AUTHORITY 2003 - 2/17/12 C. COLORADO HEALTH FACILITIES AUTHORITY 2003 - 2/17/12 D. MONTANA FACILITY FINANCE AUTHORITY 2006 - 6/12/12
Part III KANSAS DEVELOPMENT AUTHORITY ISSUED 05/20/2010	0	lINE 4 COLUMN C: THE TEMPORARY SPIKE IN PRIVATE BUSINESS TO 11.3615% FOR CALENDAR YEAR 2012 WAS DRIVEN BY A NON-COMPLIANT CONTRACT FROM KANSAS EMERGENCY ROOM SERVICES AT PROVIDENCE MEDICAL CENTER SIGNED 08/25/11. THE PRIVATE BUSINESS USE PERCENTAGE OVER THE ENTIRE MEASUREMENT PERIOD IS WITHIN THE ALLOWABLE THRESHOLD. PROVIDENCE MEDICAL CENTER WAS SOLD IN APRIL 2013 AND REMEDIAL ACTIONS WERE TAKEN WITH RESPECT TO THE OUTSTANDING BONDS.
PART I COLUMN (E) & PART II LINE 3	0	ANY DIFFERENCE BETWEEN ISSUE PRICE REPORTED ON PART I, COLUMN (E) AND TOTAL PROCEEDS REPORTED ON PART II, LINE 3 IS DUE TO INVESTMENT EARNINGS
PART II LINE 12	0	THE $69,129,209 UNSPENT PROCEEDS ARE BEING HELD BY THE TRUSTEE IN THE MONTANA PROJECT FUND FOR FUTURE MONTANA CAPITAL PROJECTS.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number
23-7379161

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KBB6	12-05-2003	39,210,000	2/2/1994 REFINANCE+BLDGS+EQUP		X		X		X
B	CALIFORNIA HEALTH FACILITIES	52-1643828	13033FQU7	12-05-2003	49,755,000	2/2/1994 REFINANCE		X		X		X
C	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932	196474K58	12-05-2003	103,035,000	2/2/1994&9/9/1992 REFIN+BLDGS+EQUI		X		X		X
D	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KBC4	03-07-2006	35,000,000	CONSTRUCT/REMODEL HOSPITAL FACILIT		X		X		X
	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932	19648AST3	05-20-2010	605,460,143	3/24/98&11/13/02&7/18/02 REFI+HOSP		X		X		X
	MONTANA FACILITY FINANCE AUTHORITY	81-0302402	61204KHV6	05-20-2010	217,535,868	3/24/98&5/25/00 REFI+HOSP FAC		X		X		X
	KANSAS DEVELOPMENT FINANCE AUTHORITY	48-1066589	48542K5N5	05-20-2010	202,625,401	3/24/98&5/25/00 REFI+HOSP FAC		X		X		X
	COLORADO HEALTH FACILITIES AUTHORITY	84-0752932		06-15-2011	62,620,000	REFI 7/18/02&2/4/09		X		X		X
	KANSAS DEVELOPMENT FINANCE AUTHORITY	48-1066589		04-04-2012	76,290,000	REFI 3/7/06		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	635,000		31,560,000		36,000,000		7,830,000
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		0		0
3 Total proceeds of issue . . . . . . . . . . . . . .	39,210,022		49,755,055		103,035,433		35,028,997
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0		0		0		0
5 Capitalized interest from proceeds . . . . . . . . . . .	0		0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0		0		0		0
7 Issuance costs from proceeds . . . . . . . . . . . .	270,531		346,200		714,438		325,299
8 Credit enhancement from proceeds . . . . . . . . . . .	0		0		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	7,630,591		55		22,369,995		34,703,698
11 Other spent proceeds . . . . . . . . . . . . . .	31,308,900		49,408,800		79,951,000		0
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2003		2003		2003		2006
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X		X		X			X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X		X		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		0%		0%		0%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0%		0%		0%		0%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0%		0%		0%		0%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .	X		X		X		X
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . . . .	X		X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .	X		X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X		X		X		X
b Name of provider . . . . . . . . .	MERRIL LYNCH		MERRILL LYNCH		MERRILL LYNCH
c Term of hedge . . . . . . . . . .	20.		20.		20.		25.
d Was the hedge superintegrated? . . . . . .		X		X		X		X
e Was a hedge terminated? . . . . . . .		X		X		X		X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0		0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
PART IV LINE 2C	0	REBATE COMPLETION DATES: A. MONTANA FACILITY FINANCE AUTHORITY 2003 - 2/17/12 B. CALIFORNIA HEALTH FACILITIES FINANCE AUTHORITY 2003 - 2/17/12 C. COLORADO HEALTH FACILITIES AUTHORITY 2003 - 2/17/12 D. MONTANA FACILITY FINANCE AUTHORITY 2006 - 6/12/12
Part III KANSAS DEVELOPMENT AUTHORITY ISSUED 05/20/2010	0	lINE 4 COLUMN C: THE TEMPORARY SPIKE IN PRIVATE BUSINESS TO 11.3615% FOR CALENDAR YEAR 2012 WAS DRIVEN BY A NON-COMPLIANT CONTRACT FROM KANSAS EMERGENCY ROOM SERVICES AT PROVIDENCE MEDICAL CENTER SIGNED 08/25/11. THE PRIVATE BUSINESS USE PERCENTAGE OVER THE ENTIRE MEASUREMENT PERIOD IS WITHIN THE ALLOWABLE THRESHOLD. PROVIDENCE MEDICAL CENTER WAS SOLD IN APRIL 2013 AND REMEDIAL ACTIONS WERE TAKEN WITH RESPECT TO THE OUTSTANDING BONDS.
PART I COLUMN (E) & PART II LINE 3	0	ANY DIFFERENCE BETWEEN ISSUE PRICE REPORTED ON PART I, COLUMN (E) AND TOTAL PROCEEDS REPORTED ON PART II, LINE 3 IS DUE TO INVESTMENT EARNINGS
PART II LINE 12	0	THE $69,129,209 UNSPENT PROCEEDS ARE BEING HELD BY THE TRUSTEE IN THE MONTANA PROJECT FUND FOR FUTURE MONTANA CAPITAL PROJECTS.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number

23-7379161

Identifier	Return Reference	Explanation
FORM 990 GENERAL EXPLANATIONS_1		FORM 990 (DEFINITION) SCLHS = SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. ------------------------------------------------------------------------- FORM 990, PART VI (GOVERNANCE, MANAGEMENT, & DISCLOSURE) SECTION A. GOVERNING BODY AND MANAGEMENT 6., 7(A)., AND 7(B). SCLHS HAS MEMBERS WHO APPOINT THE BOARD OF DIRECTORS OF SCLHS. THROUGH SEPTEMBER 25, 2011, THE MEMBERS OF SCLHS WERE THE COMMUNITY DIRECTOR AND THOSE PERSONS WHO ARE MEMBERS OF THE COMMUNITY COUNCIL OF THE SISTERS OF CHARITY OF LEAVENWORTH RELIGIOUS COMMUNITY. ON SEPTEMBER 25, 2011, THE SISTERS TRANSFERRED SPONSORSHIP OF SCLHS TO A NEWLY-FORMED ENTITY, LEAVEN MINISTRIES, WHICH HAS BEEN APPROVED AND RECOGNIZED BY THE CATHOLIC CHURCH AS THE SPONSOR OF SCLHS. LEADERSHIP OF THE SISTERS OF CHARITY OF LEAVENWORTH RELIGIOUS COMMUNITY REMAIN INVOLVED IN LEAVEN MINISTRIES. THE MEMBERS OF LEAVEN MINISTRIES INCLUDE THREE SISTERS OF CHARITY OF LEAVENWORTH BOARD MEMBERS AND TWO LAY LEADERS. SECTION B. POLICIES 11(B). SCLHS' GOVERNING BODY, A BOARD OF DIRECTORS, REVIEWS THE FORM 990 BEFORE IT IS FILED WITH THE IRS. THIS PROCESS INVOLVES EACH BOARD MEMBER RECEIVING A DRAFT OF THE FORM 990 AND THE OPPORTUNITY TO REVIEW AND ASK QUESTIONS BEFORE IT IS FILED, THUS ENSURING THAT THE INFORMATION ACCURATELY REFLECTS SCLHS' MISSION, OPERATIONS, COMMUNITY BENEFITS, GOVERNANCE OVERSIGHT, ETC. 12(C). SCLHS REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES ITS CONFLICT OF INTEREST POLICY BY PROVIDING EDUCATION AND TRAINING FOR EACH OF ITS EMPLOYEES, STAFF, OFFICERS AND DIRECTORS, AS WELL AS HAVING EACH OF THESE INDIVIDUALS COMPLETE A CONFLICT OF INTEREST STATEMENT ON AN ANNUAL BASIS TO DISCLOSE ANY POTENTIAL CONFLICT ISSUES. THESE STATEMENTS ARE CAREFULLY REVIEWED AND A REPORT PROVIDED TO SCLHS' PRESIDENT/CEO REGARDING EMPLOYEES AND OFFICERS, AND TO THE CHAIR OF THE BOARD AND CHAIR OF THE GOVERNANCE COMMITTEE REGARDING BOARD MEMBERS. IN THE EVENT OF A CONFLICT OF INTEREST WITH AN SCLHS BOARD MEMBER, THE CONFLICT SHALL PROMPTLY BE REPORTED TO THE SCLHS BOARD CHAIR WHO WILL PRESENT THE FACTS TO THE SCLHS GOVERNANCE COMMITTEE FOR EVALUATION AND PRESENTATION TO THE SCLHS BOARD OF DIRECTORS FOR ITS ACTION. 15(A) & 15(B). SCLHS' PROCESS FOR DETERMINING COMPENSATION FOR THE TOP MANAGEMENT, SENIOR LEADERSHIP, IS THE RESPONSIBILITY OF THE SCLHS COMPENSATION COMMITTEE. THIS COMMITTEE IS COMPOSED OF THREE OR MORE MEMBERS WHO ARE NOT CURRENT EMPLOYEES OF SCLHS, OR FORMER EMPLOYEES WITH NO ACTIVE INTEREST IN THE SCLHS' COMPENSATION PROGRAM, INCLUDING AT LEAST TWO MEMBERS OF THE SCLHS BOARD. SCLHS BELIEVES THAT THE INDEPENDENCE OF THESE MEMBERS IS VITAL TO THE INTEGRITY OF THE PROCESS. THE WORK OF THIS COMMITTEE INCLUDES BEING CONSTANTLY AWARE OF THE CURRENT COMPETITIVE MARKET FOR MANAGEMENT AND SENIOR LEADERS, AS WELL AS COMPILING AND MAINTAINING RECORDS OF COMPARABLE COMPENSATION AND BENEFITS DATA, INCLUDING SURVEYS AND OTHER ANALYSES, TO SUPPORT SCLHS' TOTAL COMPENSATION TO EACH INDIVIDUAL. MINUTES ARE KEPT CONTEMPORANEOUSLY FOR EACH MEETING OF THE COMMITTEE. LIKEWISE, THE COMMITTEE IS RESPONSIBLE FOR ENSURING THAT NO "EXCESS BENEFIT" IS CONFERRED ON AN INDIVIDUAL, OR THAT SUCH COMPENSATION DOES NOT CONSTITUTE PROHIBITED INUREMENT. THIS PROCESS IS COMPLETED FOR ALL SENIOR LEADERSHIP, AT THE AFFILIATE AND SYSTEM LEVEL, AND THE COMMITTEE'S RECOMMENDATION IS THEN SUBMITTED TO THE SCLHS BOARD FOR APPROVAL. THE CHARGE OF THIS COMMITTEE ADHERES TO SCLHS' CORE VALUE OF STEWARDSHIP, ENSURING THAT THE MINISTRY'S RESOURCES HELD IN TRUST ARE NOT WASTED OR MISUSED, AND ARE DEPLOYED TO EFFECTIVELY AND EFFICIENTLY ADVANCE THE MISSION. SECTION C. DISCLOSURE 19. SCLHS' GOVERNANCE MANUAL FOR BOARD MEMBERS IS AVAILABLE TO THE PUBLIC ON THE WEBSITE, WWW.GREATBOARDS.ORG. THE MANUAL SETS FORTH THE STANDARDS AND EXPECTATIONS OF EACH BOARD MEMBER INCLUDING THE FIDUCIARY DUTY OF LOYALTY WHICH REQUIRES THAT EACH MEMBER ABIDE BY SCLHS' CONFLICT OF INTEREST POLICY, DISCLOSE ANY ISSUES WHICH MAY PRESENT A CONFLICT, COMPLETE THE ANNUAL DISCLOSURE STATEMENT, REVIEW POLICIES AND PROCEDURES PERTAINING TO CONFLICTS OF INTEREST, AND PROVIDE OVERSIGHT OF SCLHS' RESPONSIBILITY PROGRAM. FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. ------------------------------------------------------------------------- FORM 990, PART XI (RECONCILIATION OF NET ASSETS) LINE 9: OTHER CHANGES IN NET ASSETS: UNREALIZED GAIN ON SWAPS 560,312 FROZEN DEFINED BENEFIT RETIREMENT PLAN GAIN 921,736 FAS 158 LOSS ON DEFINED BENEFIT PLANS (26,002,682) SELF-INSURED LIABILITY INCREASE 3,496,710 CFF PAYMENT (277,950,273) FAS 157 & OTHER AUDIT ADJUSTMENTS 516,014 ----------- TOTAL $(298,458,183) =========== ------------------------------------------------------------------------- FORM 990, PART XII, LINE 2 (FINANCIAL STATEMENTS & REPORTING) SCLHS HAS AN INDEPENDENT AUDIT COMPLETED AND REPORTED UPON ANNUALLY ON ITS CONSOLIDATED ORGANIZATION. THERE IS NO SEPARATE AUDIT REPORT FOR SCLHS. IN ADDITION, SCLHS' BOARD HAS AN AUDIT COMMITTEE WHICH HAS OVERSIGHT OF THE EXTERNAL AUDIT PROCESS AND RESULTS AS WELL AS SELECTION OF THE INDEPENDENT AUDITORS. CURRENT INDEPENDENT AUDITORS ARE ERNST & YOUNG, LLP. -------------------------------------------------------------------------
FORM 990 GENERAL EXPLANATIONS_2		------------------------------------------------------------------------- FORM 5471, STATEMENT PURSUANT TO TREASURY REG. SEC. 1.351-3T(B): APPLICABLE TO ALL IRS FORMS 5471 FILED WITH THIS RETURN. BY: VARIOUS, SEE ALL FORMS 5471 FILED WITH THIS RETURN. EIN: VARIOUS, SEE ALL FORMS 5471 FILED WITH THIS RETURN. YEAR ENDED DECEMBER 31, 2012. 1. NAME AND EIN (IF ANY) OF TRANSFEREE CORPORATION(S): SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC.; 23-7379161. 2. DATE(S) OF THE TRANSFER(S) OF ASSETS: VARIOUS DATES. SEE FORMS 5471. 3. IMMEDIATELY BEFORE THE EXCHANGE, THE PROPERTY TRANSFERRED BY THE TRANSFEROR IN EXCHANGE HAD AN: (A) AGGREGATE FAIR MARKET VALUE OF: SEE FORMS 5471 WHERE CASH VALUE EXCHANGED WAS REPORTED. (B) AGGREGATE BASIS OF: SINCE CASH WAS EXCHANGED, BASIS IS EQUAL TO FAIR MARKET VALUE ABOVE. 4. DATE AND CONTROL NUMBER OF ANY PRIVATE LETTER RULING(S) ISSUED BY THE INTERNAL REVENUE SERVICE IN CONNECTION WITH THE SECTION 351 EXCHANGE: NOT APPLICABLE. ------------------------------------------------------------------------- FORM 5471, STATEMENT OF REASONABLE CAUSE PURSUANT TO TREASURY REG. SEC. 301.6679-1(A)(3): SCLHS, A SHAREHOLDER OF THE RIVERVIEW MULTI-SERIES FUND SPC, LTD., IS NOT IN POSSESSION OF CERTAIN INFORMATION REQUESTED BY THE IRS ON FORM 5471 AND IS UNABLE TO OBTAIN SUCH INFORMATION FROM RIVERVIEW MULTI-SERIES FUND SPC, LTD. SPECIFICALLY, SCLHS IS NOT IN POSSESSION OF THE FOLLOWING INFORMATION REQUESTED IN FORM 5471: SCHEDULE B: THE IDENTITY, HOLDINGS AND INCOME OF OTHER U.S. SHAREHOLDERS AND THEIR PRO RATA SHARE OF SUBPART F INCOME; THIS STATEMENT IS INTENDED TO SERVE AS A STATEMENT OF REASONABLE CAUSE IN ACCORDANCE WITH TREASURY REG. SEC. 301.6679-1(A)(3). ------------------------------------------------------------------------- FORM 5471, STATEMENT OF REASONABLE CAUSE PURSUANT TO TREASURY REG. SEC. 301.6679-1(A)(3) AND 1.6038-2(K)(3)(II): SCLHS, A SHAREHOLDER OF THE JP MORGAN HEDGE FUND SPC, LTD -ACCESS MAR09 SEGREGATED PORTFOLIO, IS NOT IN POSSESSION OF CERTAIN INFORMATION REQUESTED BY THE IRS ON FORM 5471 AND IS UNABLE TO OBTAIN SUCH INFORMATION FROM JP MORGAN HEDGE FUND SPC, LTD -ACCESS MAR09 SEGREGATED PORTFOLIO. SPECIFICALLY, SCLHS IS NOT IN POSSESSION OF THE FOLLOWING INFORMATION REQUESTED IN FORM 5471: SCHEDULE B: THE IDENTITY, HOLDINGS AND INCOME OF OTHER U.S. SHAREHOLDERS AND THEIR PRO RATA SHARE OF SUBPART F INCOME; SCHEDULE E: THE INCOME, WAR PROFITS, AND EXCESS PROFITS TAXES PAID OR ACCRUED BY THE CORPORATION; SCHEDULE G: THE OTHER INFORMATION REGARDING THE CORPORATION. NOTE ALL BOXES ARE MARKED NO BY DEFAULT OF SCLHS' TAX SOFTWARE. ANSWERS MAY NOT BE ACCURATE; SCHEDULE H: THE CURRENT EARNINGS AND PROFITS OF THE CORPORATION; SCHEDULE I: THE SUMMARY OF SHAREHOLDER'S INCOME FROM FOREIGN CORPORATION. SCHEDULE J: THE INFORMATION REGARDING THE ACCUMULATED EARNINGS AND PROFITS (E&P) OF THE CORPORATION; SCHEDULE M: THE INFORMATION REGARDING TRANSACTIONS BETWEEN CONTROLLED FOREIGN CORPORATIONS AND SHAREHOLDERS OR OTHER RELATED PARTIES; AND SCHEDULE O, PART II, SECTIONS B, E AND F: SOCIAL SECURITY NUMBERS OF U.S. DIRECTORS OF THE CORPORATION, INFORMATION REGARDING THE ORGANIZATION OR REORGANIZATION OF THE FOREIGN CORPORATION, AND THE ADDITIONAL INFORMATION. THIS STATEMENT IS INTENDED TO SERVE AS A STATEMENT OF REASONABLE CAUSE IN ACCORDANCE WITH TREASURY REG. SEC. 301.6679-1(A)(3) AND 1.6038-2(K)(3)(II). ------------------------------------------------------------------------- FORM 5471, STATEMENT OF REASONABLE CAUSE PURSUANT TO TREASURY REG. SEC. 301.6679-1(A)(3) AND 1.6038-2(K)(3)(II): SCLHS, A SHAREHOLDER OF THE JP MORGAN HEDGE FUND SPC, LTD -ACCESS JUN09 SEGREGATED PORTFOLIO, IS NOT IN POSSESSION OF CERTAIN INFORMATION REQUESTED BY THE IRS ON FORM 5471 AND IS UNABLE TO OBTAIN SUCH INFORMATION FROM JP MORGAN HEDGE FUND SPC, LTD -ACCESS JUN09 SEGREGATED PORTFOLIO. SPECIFICALLY, SCLHS IS NOT IN POSSESSION OF THE FOLLOWING INFORMATION REQUESTED IN FORM 5471: SCHEDULE B: THE IDENTITY, HOLDINGS AND INCOME OF OTHER U.S. SHAREHOLDERS AND THEIR PRO RATA SHARE OF SUBPART F INCOME; SCHEDULE E: THE INCOME, WAR PROFITS, AND EXCESS PROFITS TAXES PAID OR ACCRUED BY THE CORPORATION; SCHEDULE G: THE OTHER INFORMATION REGARDING THE CORPORATION. NOTE ALL BOXES ARE MARKED NO BY DEFAULT OF SCLHS' TAX SOFTWARE. ANSWERS MAY NOT BE ACCURATE; SCHEDULE H: THE CURRENT EARNINGS AND PROFITS OF THE CORPORATION; SCHEDULE I: THE SUMMARY OF SHAREHOLDER'S INCOME FROM FOREIGN CORPORATION. SCHEDULE J: THE INFORMATION REGARDING THE ACCUMULATED EARNINGS AND PROFITS (E&P) OF THE CORPORATION; SCHEDULE M: THE INFORMATION REGARDING TRANSACTIONS BETWEEN CONTROLLED FOREIGN CORPORATIONS AND SHAREHOLDERS OR OTHER RELATED PARTIES; AND SCHEDULE O, PART II, SECTIONS B, E AND F: SOCIAL SECURITY NUMBERS OF U.S. DIRECTORS OF THE CORPORATION, INFORMATION REGARDING THE ORGANIZATION OR REORGANIZATION OF THE FOREIGN CORPORATION, AND THE ADDITIONAL INFORMATION. THIS STATEMENT IS INTENDED TO SERVE AS A STATEMENT OF REASONABLE CAUSE IN ACCORDANCE WITH TREASURY REG. SEC. 301.6679-1(A)(3) AND 1.6038-2(K)(3)(II). ------------------------------------------------------------------------- FORM 5471, STATEMENT OF REASONABLE CAUSE PURSUANT TO TREASURY REG. SEC. 301.6679-1(A)(3) AND 1.6038-2(K)(3)(II): SCLHS, A 12.54% SHAREHOLDER WITH NO VOTING RIGHTS IN AUSTIN CAPITAL SAFE HARBOR OFFSHORE FUND, LTD., IS NOT IN POSSESSION OF CERTAIN INFORMATION REQUESTED BY THE IRS ON FORM 5471 AND IS UNABLE TO OBTAIN SUCH INFORMATION FROM AUSTIN CAPITAL SAFE HARBOR OFFSHORE FUND, LTD.. SPECIFICALLY, SCLHS IS NOT IN POSSESSION OF THE FOLLOWING INFORMATION REQUESTED IN FORM 5471: SCHEDULE H: THE CURRENT EARNINGS AND PROFITS OF THE CORPORATION; SCHEDULE I: THE SUMMARY OF SHAREHOLDER'S INCOME FROM FOREIGN CORPORATION. SCHEDULE J: THE INFORMATION REGARDING THE ACCUMULATED EARNINGS AND PROFITS (E&P) OF THE CORPORATION; AS SCLHS IS NOT IN POSSESSION OF THE CURRENT EARNINGS AND PROFITS OF THE CORPORATION. THIS STATEMENT IS INTENDED TO SERVE AS A STATEMENT OF REASONABLE CAUSE IN ACCORDANCE WITH TREASURY REG. SEC. 301.6679-1(A)(3) AND 1.6038-2(K)(3)(II). -------------------------------------------------------------------------

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

SISTERS OF CHARITY OF LEAVENWORTH
HEALTH SYSTEM INC

Employer identification number

23-7379161

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) CARITAS CLINICS INC 818 NORTH 7TH STREET LEAVENWORTH,KS66048 48-1009910	CLINIC SVCS	KS	501(c)(3)	3	SCLHS	Yes
(2) MARIAN CLINIC INC 1001 SW GARFIELD TOPEKA,KS66604 48-1046905	CLINIC SVCS	KS	501(c)(3)	3	SCLHS	Yes
(3) MARILLAC CLINIC INC 2333 N 6TH STREET GRAND JUNCTION,CO81501 84-1085822	CLINIC SVCS	CO	501(c)(3)	3	SCLHS	Yes
(4) PROVIDENCE MEDICAL CENTER 8929 PARALLEL PARKWAY KANSAS CITY,KS66112 48-0784446	HEALTHCARE	KS	501(c)(3)	3	SCLHS	Yes
(5) ST JOHN HOSPITAL INC 3500 SOUTH FOURTH STREET LEAVENWORTH,KS66048 48-0543768	HEALTHCARE	KS	501(c)(3)	3	PMC	Yes
(6) BETHANY COMMUNITY PLAZA INC 15 NORTH 12TH STREET KANSAS CITY,KS66102 48-1207407	HEALTHCARE	KS	501(c)(3)	3	PMC	Yes
(7) PROVIDENCEST JOHN FOUNDATION INC 8929 PARALLEL PARKWAY KANSAS CITY,KS66112 48-0925688	SUPPORT 501C3	KS	501(c)(3)	7	PMC	Yes
(8) ST FRANCIS HEALTH CENTER INC 1700 SW 7TH STREET TOPEKA,KS66606 48-0547719	HEALTHCARE	KS	501(c)(3)	3	SCLHS	Yes
(9) ST FRANCIS HEALTH CENTER FOUNDATION 1700 SW 7TH STREET TOPEKA,KS66606 48-1092520	SUPPORT 501C3	KS	501(c)(3)	11A-TYPE I	SFHC	Yes
(10) ST MARYS HOSPITAL & MEDICAL CENTER INC 2635 N 7TH STREET GRAND JUNCTION,CO81502 84-0425720	HEALTHCARE	CO	501(c)(3)	3	SCLHS	Yes
(11) ST MARYS HOSPITAL FOUNDATION 2635 N 7TH STREET GRAND JUNCTION,CO81502 23-7001007	SUPPORT 501C3	CO	501(c)(3)	11A-TYPE I	SMHMC	Yes
(12) SAINT JOSEPH HOSPITAL FOUNDATION 1835 FRANKLIN STREET DENVER,CO80218 84-0735096	SUPPORT 501C3	CO	501(c)(3)	11A-TYPE I	SJH	Yes
(13) HOLY ROSARY HEALTHCARE 2600 WILSON MILES CITY,MT59301 81-0231792	HEALTHCARE	MT	501(c)(3)	3	SCLHS	Yes
(14) HOLY ROSARY HEALTHCARE FOUNDATION INC 2600 WILSON MILES CITY,MT59301 20-2270238	SUPPORT 501C3	MT	501(c)(3)	11A-TYPE I	HRHC	Yes
(15) ST VINCENT HEALTHCARE 1233 NORTH 30TH BILLINGS,MT59101 81-0232124	HEALTHCARE	MT	501(c)(3)	3	SCLHS	Yes
(16) ST VINCENT HEALTHCARE FOUNDATION PO BOX 35200 BILLINGS,MT59107 81-0468034	SUPPORT 501C3	MT	501(c)(3)	7	SVHC	Yes
(17) NORTHWEST RESEARCH & EDUCATION INSTITUTE 315 NORTH 25TH STREET BILLINGS,MT59101 20-1343024	COMM HLTH RES	MT	501(c)(3)	9	SVHC	Yes
(18) ST JAMES HEALTHCARE 400 SOUTH CLARK STREET BUTTE,MT59701 81-0231785	HEALTHCARE	MT	501(c)(3)	3	SCLHS	Yes
(19) ST JAMES HEALTHCARE FOUNDATION 400 SOUTH CLARK STREET BUTTE,MT59701 65-1202190	SUPPORT 501C3	MT	501(c)(3)	11A-TYPE I	SJHC	Yes
(20) SAINT JOHNS HEALTH CENTER 2121 SANTA MONICA BLVD SANTA MONICA,CA90404 95-1684082	HEALTHCARE	CA	501(c)(3)	3	SCLHS	Yes
(21) JOHN WAYNE CANCER INSTITUTE 2000 SANTA MONICA BLVD SANTA MONICA,CA90404 95-4291515	CANCER R&D	CA	501(c)(3)	4	SJHHC	Yes
(22) SAINT JOHNS HOSPITAL & HLTH CENTER FNDTN 2121 SANTA MONICA BLVD SANTA MONICA,CA90404 95-6100079	SUPPORT 501C3	CA	501(c)(3)	11A-TYPE I	SJHHC	Yes
(23) EXEMPLA INC FKA LUTHERAN HOSPITAL 2420 W 26TH AVE SUITE 100D DENVER,CO80211 84-1103606	HEALTHCARE	CO	501(c)(3)	3	SCLHS	Yes
(24) EXEMPLA LUTHERAN MEDICAL CENTER FNDTN 2480 W 26TH AVESUITE 360B DENVER,CO80211 20-8846152	SUPPORT 501C3	CO	501(c)(3)	7	EXEMPLA INC	Yes
(25) EXEMPLA GOOD SAMARITAN MEDICAL CTR FNDTN 200 EXEMPLA CIRCLE LAFAYETTE,CO80026 84-1649162	SUPPORT 501C3	CO	501(c)(3)	7	EXEMPLA INC	Yes
(26) LUTH MED CNTR PRO&GEN LIAB SELF-INS TRST 2480 W 26TH AVESUITE 360B DENVER,CO80211 74-2571584	INSURANCE	CO	501(c)(3)	11A-TYPE I	EXEMPLA INC	Yes
(27) SAINT JOSEPH HOSPITAL 1835 FRANKLIN STREET DENVER,CO80218 84-0417134	HEALTHCARE	CO	501(c)(3)	3	SCLHS	Yes
(28) MOUNT ST VINCENT HOME INC 4159 LOWELL BOULEVARD DENVER,CO80211 84-0405260	RES CARE	CO	501(c)(3)	11A-TYPE I	SCLHS	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) PAVILION IMAGING LLC 750 WELLINGTON GRAND JUNCTION,CO81501 03-0516198	RADIOLOGY	CO	NA	N/A
(2) GRAND VALLEY SURGICAL CENTER LLC 710 WELLINGTON GRAND JUNCTION,CO81501 84-1505075	OP SURGERY	CO	NA	N/A
(3) SAN JUAN CANCER CENTER LLC 600 SOUTH 5TH STREET MONTROSE,CO81401 20-2856331	OP CANCER	CO	NA	N/A
(4) BILLINGS MRI CENTER LLC 1041 NORTH 29TH STREET BILLINGS,MT59101 81-0450943	MRI-PET SCAN	MT	NA	N/A
(5) LUTHERAN CAMPUS ASC LLC 3455 LUTHRN PKW SUITE 150 WHEATRIDGE,CO800336028 02-0749532	OP SURGERY	CO	NA	N/A
(6) COLORADO SURGICAL VENTURES LLC 30 S WACKER DR SUITE 2302 CHICAGO,IL60605 20-8038915	OP SURGERY	CO	NA	N/A
(7) COLORADO SURGICAL HOSPITAL LLC 30 S WACKER DR SUITE 2302 CHICAGO,IL60605 20-8038977	OP SURGERY	CO	NA	N/A

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) CARITAS INC AND SUBSIDIARIES 2420 W 26th Avenue STE 100D Denver,CO80211 48-0941069	OTHER MEDICAL	KS	na	C CORP	31,624,468	39,919,862	100.000 %	Yes
(2) LEAVEN INSURANCE COMPANY LTD 23 Lime Tree Bay Ave George Town,Grand CaymanKY1-1102 CJ 98-0370522	Insurance	CJ	na		8,459,727	66,501,360	100.000 %	Yes

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) PROVIDENCE MEDICAL CENTER (PMC)	A	156,451	FMV
(2) ST JOHN HOSPITAL INC (SJL)	A	75,362	FMV
(3) ST JAMES HEALTHCARE (SJB)	A	651,130	FMV
(4) ST MARY'S HOSPITAL & MEDICAL CTR (SMGJ)	A	1,303,881	FMV
(5) ST JOHN'S HEALTH CTR (SJSM)	A	3,341,196	FMV
(6) EXEMPLA INC FKA LUTHERAN HOSPITAL	A	3,509,813	FMV
(7) ST JOSEPH HOSPITAL (SJD)	A	2,505,288	FMV
(8) MOUNT SAINT VINCENT HOME (MSVH)	B	101,806	FMV
(9) PROVIDENCE MEDICAL CENTER (PMC)	E	276,360	FMV
(10) ST JOHN HOSPITAL INC (SJL)	E	103,110	FMV
(11) ST JAMES HEALTHCARE (SJB)	E	1,607,111	FMV
(12) ST MARY'S HOSPITAL & MEDICAL CTR (SMGJ)	E	3,482,621	FMV
(13) ST JOHN'S HEALTH CTR (SJSM)	E	3,702,292	FMV
(14) EXEMPLA INC FKA LUTHERAN HOSPITAL	E	8,975,000	FMV
(15) SAINT JOHNS HEALTH CENTER	D	12,675,000	FMV
(16) PROVIDENCE MEDICAL CENTER (PMC)	l	18,491,130	FMV
(17) ST FRANCIS HEALTH CENTER INC (SFT)	l	22,684,627	FMV
(18) HOLY ROSARY HEALTHCARE (HRH)	l	4,133,872	FMV
(19) ST VINCENT HEATHCARE (SVB)	l	29,318,375	FMV
(20) ST JAMES HEALTHCARE (SJB)	l	7,876,169	FMV
(21) ST MARY'S HOSPITAL & MEDICAL CTR (SMGJ)	l	27,566,217	FMV
(22) ST JOHN'S HEALTH CTR (SJSM)	l	21,465,559	FMV
(23) ST JOHN HOSPITAL INC (SJL)	l	4,803,447	FMV
(24) LEAVEN INSURANCE COMPANY LTD	P	13,857,690	FMV
(25) PROVIDENCE MEDICAL CENTER (PMC)	Q	94,936,360	FMV
(26) ST JOHN HOSPITAL INC (SJL)	Q	21,720,820	FMV
(27) ST FRANCIS HEALTH CENTER INC (SFT)	Q	142,491,765	FMV
(28) HOLY ROSARY HEALTHCARE (HRH)	Q	22,849,746	FMV
(29) ST VINCENT HEATHCARE (SVB)	Q	223,115,906	FMV
(30) ST JAMES HEALTHCARE (SJB)	Q	54,907,656	FMV
(31) ST MARY'S HOSPITAL & MEDICAL CTR (SMGJ)	Q	190,208,842	FMV
(32) ST JOHN'S HEALTH CTR (SJSM)	Q	227,269,813	FMV
(33) EXEMPLA INC FKA LUTHERAN HOSPITAL	Q	186,600,212	FMV
(34) ST JOSEPH HOSPITAL (SJD)	Q	236,598,414	FMV
(35) LEAVEN INSURANCE COMPANY LTD	Q	15,741,926	FMV
(36) CARITAS INC & SUBSIDIARIES	Q	166,069	FMV
(37) CARITAS CLINICS INC	Q	1,080,362	FMV
(38) MARIAN CLINIC INC	Q	1,311,225	FMV
(39) JOHN WAYNE CANCER INSTITUTE	Q	12,633,578	FMV
(40) MARILLAC CLINIC INC	Q	159,317	FMV
(41) EXEMPLA INC FKA LUTHERAN HOSPITAL	L	63,213,934	FMV
(42) ST MARYS HOSPITAL FOUNDATION	B	50,000	FMV
(43) JOHN WAYNE CANCER INSTITUTE	L	438,247	FMV
(44) SAINT JOSEPH HOSPITAL	L	41,112,385	FMV
(45) ST MARYS HOSPITAL FOUNDATION	Q	3,148,612	FMV
(46) EXEMPLA LUTHERAN MEDICAL CENTER FOUNDATION	Q	81,023	FMV
(47) EXEMPLA GOOD SAMARITAN MEDICAL CENTER FOUNDAT	Q	146,376	FMV
(48) MOUNT ST VINCENT HOME INC	Q	139,860	FMV

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................	Yes	No