Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
ST JAMES HEALTHCARE |
810231785 | 3 | No | 0 | 0 | |
| (B)
SAINT JOSEPH HOSPITAL INC |
840417134 | 3 | No | 0 | 0 | |
| (C)
SCL HEALTH - FRONT RANGE INC |
841103606 | 3 | No | 247,517 | 0 | |
| (D)
ST MARY'S HOSPITAL AND MEDICAL CENTER INC |
840425720 | 3 | No | 0 | 0 | |
| (E)
SCL HEALTH - MONTANA |
810232124 | 3 | No | 8,900,000 | 0 | |
| (F)
HOLY ROSARY HEALTHCARE |
810231792 | 3 | No | 0 | 0 | |
| (G)
CARITAS CLINICS INC |
481009910 | 3 | No | 419,184 | 0 | |
| (H)
MOUNT ST VINCENT HOME |
840405260 | 10 | No | 500,000 | 0 | |
| (I)
BRIGHTON COMMUNITY HOSPITAL ASSOCIATION |
840482695 | 3 | No | 0 | 0 | |
| (J)
SCL HEALTH RESEARCH INSTITUTE INC |
852014794 | 3 | No | 0 | 0 | |
| (K)
MARIAN CLINIC INC |
481046905 | 3 | No | 47,568 | 0 | |
|
Total 11
|
10,114,269 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 on 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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART IV, SECTION A, LINE 1 | SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) IS THE PARENT OF EACH OF ITS SUPPORTED ORGANIZATIONS AND CONTROLS THEM AS PART OF AN INTEGRATED HEALTH SYSTEM. EACH SUPPORTED ORGANIZATION IS CONTROLLED BY SCLHS. A CLOSE AND HISTORIC ORGANIZATIONAL RELATIONSHIP ENSURES THAT SCLHS AND ITS SUPPORTED ORGANIZATIONS SHARE A SUBSTANTIAL IDENTITY OF INTERESTS. THE SUPPORTED CLASS ALSO INCLUDES GOVERNMENT ORGANIZATIONS AND OTHER QUALIFIED NON-PROFIT ORGANIZATIONS UNDER 501(C)(3) THAT SHARE A SIMILAR MISSION OF IMPROVING THE HEALTH OF PEOPLE AND COMMUNITIES SERVED. |
| SCHEDULE A, PART IV, SECTION A, LINE 6 | SUPPORT WAS PROVIDED TO MEDICAL AND OTHER CHARITABLE ORGANIZATIONS NOT CONSIDERED SUPPORTED ORGANIZATIONS. HOWEVER, THESE INSTITUTIONS ARE SUPPORTING MEDICAL AND OTHER ACTIVITIES BENEFITING THE COMMUNITIES SERVED BY SUPPORTED ORGANIZATIONS. AMOUNTS GRANTED ARE INSIGNIFICANT TO THE OVERALL OPERATIONS OF SCLHS. |
| SCHEDULE A, PART IV, SECTION C, LINE 1 | EACH OF THE SUPPORTED ORGANIZATIONS IS PART OF AN INTEGRATED HEALTH SYSTEM. SCLHS' MEMBERS, INTERMOUNTAIN HEALTH CARE, INC. AND THE MEMBERS OF LEAVEN MINISTRIES, DIRECTLY CONTROL SCLHS AND INDIRECTLY CONTROL ALL OF THE SCLHS SUBSIDIARIES. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 2 | CLAY M. ASHDOWN / SUZANNE DRAPER / STACY JENNINGS / GREGORY M. JOHNSON / GREG J. MATIS / ALBERT R. ZIMMERLI- BUSINESS RELATIONSHIP (EMPLOYER/EMPLOYEE RELATIONSHIPS IN IHC HEALTH SERVICES, INC., A RELATED TAX-EXEMPT ORGANIZATION) JAMES P. VALIN, MD / ALBERT R. ZIMMERLI- BUSINESS RELATIONSHIP (TRUSTEES AND/OR OFFICERS OF SELECTHEALTH BENEFIT ASSURANCE COMPANY, INC., A RELATED TAXABLE ENTITY) CLAY M. ASHDOWN / ALBERT R. ZIMMERLI- BUSINESS RELATIONSHIP (TRUSTEES OF NAVICAN GENOMICS, INC., A RELATED TAXABLE ENTITY) |
| FORM 990, PART VI, SECTION A, LINE 4 | SIGNIFICANT CHANGES TO ITS GOVERNING DOCUMENTS SINCE THE PRIOR FORM 990: ON APRIL 1, 2022, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. AFFLIATED WITH INTERMOUNTAIN HEALTH CARE, INC. (INTERMOUNTAIN). AS A RESULT, THE GOVERNING DOCUMENTS OF SCLHS WERE UPDATED TO REFLECT THE NEW PARENT ORGANIZATION, INTERMOUNTAIN AS A MEMBER OF SCLHS. AS A RESULT OF THE AFFILIATION BETWEEN SCLHS AND INTERMOUNTAIN, RESERVED POWERS ARE HELD BY BOTH SCLHS AND INTERMOUNTAIN. SCLHS HAS THE POWER TO APPOINT TRUSTEES TO THE BOARD OF DIRECTORS, SUBJECT TO RATIFICATION BY INTERMOUNTAIN. RESERVED POWERS HELD BY INTERMOUNTAIN INCLUDE THE FOLLOWING: - ESTABLISH THE MISSION, VISION, AND VALUES FOR THE CORPORATION; - DEVELOP, ADOPT, AND OVERSEE STRATEGY, GOALS, OBJECTIVES, POLICIES, STANDARDS, AND GUIDELINES FOR THE CORPORATION; - ADOPT, AMEND, OR REPEAL THE GOVERNING DOCUMENTS OF THE CORPORATION; - FIX THE NUMBER OF TRUSTEES OF THE BOARD AND APPOINT AND REMOVE TRUSTEES TO AND FROM THE BOARD; - APPOINT AND REMOVE THE TRUSTEES, DIRECTORS, MANAGERS, OR BOARD OFFICERS OF THE CORPORATION; - PROVIDE FOR THE OVERALL MANAGEMENT OF THE CORPORATION, INCLUDING APPOINTING, OVERSEEING, AND REMOVING THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION; - OVERSEE AUDIT AND COMPLIANCE, CLINICAL EXCELLENCE, COMPENSATION, FINANCE, INVESTMENT, NOMINATING AND GOVERNANCE, AND ANY OTHER NEEDED FUNCTIONS FOR THE PROPER OPERATION OF THE CORPORATION; - OVERSEE THE MEDICAL GROUPS OF THE SYSTEM IN A MANNER TO ENCOURAGE THE DELIVERY OF COST-EFFECTIVE PROFESSIONAL SERVICES TO PATIENTS SERVED AND, IN ACCORDANCE WITH APPLICABLE STATE LAW, OVERSEE CLINICAL PRACTICE AND EVIDENCED-BASED MEDICINE; - APPROVE THE ACQUISITION OF ASSETS, INCURRENCE OF INDEBTEDNESS, SALE, LEASE, TRANSFER, ASSIGNMENT, OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; - APPROVE ANY MERGER, CHANGE OF CONTROL, DISSOLUTION, OR CORPORATE RESTRUCTURING OF THE CORPORATION; - OVERSEE THE ACQUISITION OR FORMATION OF ANY NEW SUBSIDIARY OF THE CORPORATION; AND - DIRECT FINANCES AND INVESTMENTS OF THE CORPORATION, INCLUDING CONTROLS, OPERATING AND CAPITAL BUDGETS, INTERCOMPANY TRANSFERS OR LOANS, AND SELECTION AND REMOVAL OF EXTERNAL AUDITORS. AS PART OF THE AFFILIATION, CERTAIN PROTECTIONS WERE INCLUDED IN THE BYLAWS TO ENSURE THE SCLHS CATHOLIC ENTITIES WERE ABLE TO RETAIN THEIR CATHOLICITY, WHICH MAY NOT BE NEGATED, RESTRICTED, RESCINDED, REVOKED, SUSPENDED, TERMINATED, ALTERED OR AMENDED WITHOUT THE APPROVAL OF LEAVEN MINISTRIES. THE CATHOLIC PROTECTIONS INCLUDE EACH SCLHS CATHOLIC ENTITY RETAINING ITS CATHOLIC MISSION AND ALL CATHOLIC MORAL PRINCIPLES, POLICIES, AND PRACTICES THAT ARE REQUIRED BY THE CATHOLIC CHURCH, CONTINUING TO BE SUBJECT TO THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTHCARE SERVICES AS ADOPTED AND AMENDED BY THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS, RETAINING THE CATHOLIC REFERENCES IN EACH SCLHS ENTITY NAME, NOT PERFORMING ANY MEDICAL PROCEDURE, CLINICAL INTERVENTION, OR USE ANY DEVICE OR PRODUCT THAT HAS BEEN DEEMED MORALLY OBJECTIONABLE BY THE CHURCH'S TEACHINGS. RESERVED POWERS GRANTED TO LEAVEN MINISTRIES INCLUDE THE FOLLOWING: - TO APPROVE THE ADOPTION, AMENDMENT OR REPEAL OF THE CIVIL ARTICLES OF INCORPORATION OR BYLAWS OF SCLHS, OF ANY CIVIL CORPORATION OF WHICH SCLHS IS THE CONTROLLING MEMBER, AND OF ANY SUBSIDIARY CORPORATION OF SCLHS; - TO FIX THE NUMBER AND APPOINT THE MEMBERS OF THE BOARD OF TRUSTEES OF SCLHS; - TO REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF TRUSTEES OF SCLHS; - TO APPROVE FOR SCLHS, ANY CORPORATION OF WHICH SCLHS IS THE CONTROLLING MEMBER, OR ANY SUBSIDIARY CORPORATION OF SCLHS, THE INCURRENCE OF INDEBTEDNESS OR THE SALE, TRANSFER, ASSIGNMENT, OR ENCUMBERING OF THE ASSETS, PURSUANT TO POLICIES ESTABLISHED FROM TIME TO TIME BY THE MEMBERS OF LEAVEN MINISTRIES; - TO APPROVE ANY OTHER ACTION WHICH, IN ACCORDANCE WITH THE CIVIL CORPORATE DOCUMENTS GOVERNING SCLHS IS RESERVED TO THE MEMBERS OF LEAVEN MINISTRIES; - TO APPROVE ANY ALIENATION, SALE, GIFT OR OTHER TRANSFER OF THE REAL PROPERTY HELD BY ANY SCLHS CATHOLIC ENTITY THAT CONSTITUTES ECCLESIASTICAL GOODS; - TO APPROVE ANY DISSOLUTION, FILING OF A BANKRUPTCY PETITION, MERGER, CONSOLIDATION OR CHANGE OF MAJORITY CONTROL OF ANY SCLHS CATHOLIC ENTITY; - TO APPROVE ANY MORTGAGE OR OTHER SECURITY INSTRUMENT THAT DIRECTLY ENCUMBERS THE REAL PROPERTY OF ANY SCLHS CATHOLIC ENTITY THAT CONSTITUTES ECCLESIASTICAL GOODS; - TO MONITOR, OVERSEE AND ENFORCE THE CATHOLIC PROTECTIONS INCLUDING THOSE ON-GOING OBLIGATIONS OF SCLHS AND INTERMOUNTAIN SET FORTH IN THE AFFILIATION AGREEMENT THAT ARE FOR THE BENEFIT OF LEAVEN MINISTRIES; AND - TO APPROVE ANY ALTERATION, REVOCATION, SUSPENSION, OR OTHER TERMINATION OR MODIFICATION OF THE RESERVED POWERS SET FORTH HEREIN. IN THE EVENT ANY CONFLICTS ARISE BETWEEN THE ENTITY BYLAWS AND EITHER THE CATHOLIC PROTECTIONS OR LEAVEN RESERVED POWERS, THE CATHOLIC PROTECTIONS AND LEAVEN RESERVED POWERS WILL CONTROL. THE TAX-EXEMPT PURPOSE OF SCLHS WAS UPDATED TO INCLUDE THE FURTHERANCE OF THE TAX-EXEMPT PURPOSES OF INTERMOUNTAIN. THE MAXIMUM NUMBER OF BOARD MEMBERS WAS INCREASED FROM 17 TO 22 TO PROVIDE ADDITIONAL FLEXIBILITY MOVING FORWARD. THE TERM THE BOARD CHAIR MAY SERVE WAS EXTENDED FROM 2 YEARS TO 3 YEARS. THE DISSOLUTION CLAUSE WAS UPDATED TO THE NEW ORGANIZATIONAL PARENT, INTERMOUNTAIN, WHO REPLACED SCLHS. CHANGES TO THE GOVERNING DOCUMENTS MAY BE PROPOSED BY THE MEMBER, BUT NEED TO BE APPROVED BY THE IHC BOARD, PRIOR TO ADOPTION. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE MEMBERS OF THE CORPORATION ARE INTERMOUNTAIN HEALTH CARE, INC., A UTAH NONPROFIT CORPORATION, AND THE MEMBERS OF LEAVEN MINISTRIES. EACH MEMBER OF LEAVEN MINISTRIES SHALL SERVE AS A MEMBER OF THE CORPORATION DURING THE MEMBER'S TERM OF OFFICE AS A MEMBER OF LEAVEN MINISTRIES, WHICH IS AN UNINCORPORATED PUBLIC JURIDIC PERSON AUTHORIZED BY THE CATHOLIC CHURCH. |
| FORM 990, PART VI, SECTION A, LINE 7A | POWER TO ELECT OR APPOINT MEMBERS THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATION AND THE CHAIR OF LEAVEN MINISTRIES, OR HIS/HER DESIGNEE, SHALL BE TRUSTEES OF THE BOARD WITH FULL VOTING RIGHTS. THE CHAIR OF LEAVEN MINISTRIES SHALL APPOINT AN ADDITIONAL MEMBER OF LEAVEN MINISTRIES TO SERVE ON THE BOARD OF DIRECTORS OF SCLHS. LEAVEN MINISTRIES AND INTERMOUNTAIN WILL EACH HAVE THE POWER TO REMOVE A TRUSTEE AT ANY TIME WITH OR WITHOUT CAUSE IMMEDIATELY UPON GIVING NOTICE TO THE TRUSTEE AND TO THE OTHER MEMBER. AT THE ANNUAL MEETING OF THE BOARD OF TRUSTEES OF INTERMOUNTAIN, SUBJECT TO THE LEAVEN MINISTRIES APPOINTMENT AND REMOVAL RIGHTS, INTERMOUNTAIN WILL APPOINT TRUSTEES, ELECT BOARD OFFICERS, AND TRANSACT SUCH OTHER BUSINESS AS IT CONSIDERS APPROPRIATE. TRUSTEES AND BOARD OFFICERS MAY BE NOMINATED FOR APPOINTMENT BY THE BOARD OF SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. WHILE THE BOARD OF INTERMOUNTAIN HEALTH CARE, INC. WILL MAINTAIN A SET OF COMPETENCIES AND QUALIFICATIONS FOR BOARD APPOINTMENT THAT MAY BE UPDATED FROM TIME TO TIME. |
| FORM 990, PART VI, SECTION A, LINE 7B | DECISIONS RESERVED TO MEMBERS OR STOCKHOLDERS RESERVED POWERS ARE HELD BY BOTH MEMBERS OF SCLHS. THE MEMBERS ARE INTERMOUNTAIN AND LEAVEN MINISTRIES. RESERVED POWERS HELD BY INTERMOUNTAIN INCLUDE: - ESTABLISH THE MISSION, VISION, AND VALUES FOR THE CORPORATION; - DEVELOP, ADOPT, AND OVERSEE STRATEGY, GOALS, OBJECTIVES, POLICIES, STANDARDS, AND GUIDELINES FOR THE CORPORATION; - ADOPT, AMEND, OR REPEAL THE GOVERNING DOCUMENTS OF THE CORPORATION; - FIX THE NUMBER OF TRUSTEES OF THE BOARD AND APPOINT AND REMOVE TRUSTEES TO AND FROM THE BOARD; - APPOINT AND REMOVE THE TRUSTEES, DIRECTORS, MANAGERS, OR BOARD OFFICERS OF THE CORPORATION; - PROVIDE FOR THE OVERALL MANAGEMENT OF THE CORPORATION, INCLUDING APPOINTING, OVERSEEING, AND REMOVING THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION; - OVERSEE AUDIT AND COMPLIANCE, CLINICAL EXCELLENCE, COMPENSATION, FINANCE, INVESTMENT, NOMINATING AND GOVERNANCE, AND ANY OTHER NEEDED FUNCTIONS FOR THE PROPER OPERATION OF THE CORPORATION; - OVERSEE THE MEDICAL GROUPS OF THE SYSTEM IN A MANNER TO ENCOURAGE THE DELIVERY OF COST-EFFECTIVE PROFESSIONAL SERVICES TO PATIENTS SERVED AND, IN ACCORDANCE WITH APPLICABLE STATE LAW, OVERSEE CLINICAL PRACTICE AND EVIDENCED-BASED MEDICINE; - APPROVE THE ACQUISITION OF ASSETS, INCURRENCE OF INDEBTEDNESS, SALE, LEASE, TRANSFER, ASSIGNMENT, OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; - APPROVE ANY MERGER, CHANGE OF CONTROL, DISSOLUTION, OR CORPORATE RESTRUCTURING OF THE CORPORATION; - OVERSEE THE ACQUISITION OR FORMATION OF ANY NEW SUBSIDIARY OF THE CORPORATION; AND - DIRECT FINANCES AND INVESTMENTS OF THE CORPORATION, INCLUDING CONTROLS, OPERATING AND CAPITAL BUDGETS, INTERCOMPANY TRANSFERS OR LOANS, AND SELECTION AND REMOVAL OF EXTERNAL AUDITORS. RESERVED POWERS HELD BY LEAVEN MINISTRIES INCLUDE: - TO APPROVE THE ADOPTION, AMENDMENT OR REPEAL OF THE CIVIL ARTICLES OF INCORPORATION OR BYLAWS OF SCLHS, OF ANY CIVIL CORPORATION OF WHICH SCLHS IS THE CONTROLLING MEMBER, AND OF ANY SUBSIDIARY CORPORATION OF SCLHS; - TO FIX THE NUMBER AND APPOINT THE MEMBERS OF THE BOARD OF TRUSTEES OF SCLHS; - TO REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF TRUSTEES OF SCLHS; - TO APPROVE FOR SCLHS, ANY CORPORATION OF WHICH SCLHS IS THE CONTROLLING MEMBER, OR ANY SUBSIDIARY CORPORATION OF SCLHS, THE INCURRENCE OF INDEBTEDNESS OR THE SALE, TRANSFER, ASSIGNMENT, OR ENCUMBERING OF THE ASSETS, PURSUANT TO POLICIES ESTABLISHED FROM TIME TO TIME BY THE MEMBERS OF LEAVEN MINISTRIES; - TO APPROVE ANY OTHER ACTION WHICH, IN ACCORDANCE WITH THE CIVIL CORPORATE DOCUMENTS GOVERNING SCLHS IS RESERVED TO THE MEMBERS OF LEAVEN MINISTRIES; - TO APPROVE ANY ALIENATION, SALE, GIFT OR OTHER TRANSFER OF THE REAL PROPERTY HELD BYANY SCLHS CATHOLIC ENTITY THAT CONSTITUTES ECCLESIASTICAL GOODS; - TO APPROVE ANY DISSOLUTION, FILING OF A BANKRUPTCY PETITION, MERGER, CONSOLIDATION OR CHANGE OF MAJORITY CONTROL OF ANY SCLHS CATHOLIC ENTITY; - TO APPROVE ANY MORTGAGE OR OTHER SECURITY INSTRUMENT THAT DIRECTLY ENCUMBERS THE REAL PROPERTY OF ANY SCLHS CATHOLIC ENTITY THAT CONSTITUTES ECCLESIASTICAL GOODS; - TO MONITOR, OVERSEE AND ENFORCE THE CATHOLIC PROTECTIONS INCLUDING THOSE ON-GOING OBLIGATIONS OF BOTH SCLHS AND INTERMOUNTAIN FORTH IN THE AFFILIATION AGREEMENT THAT ARE FOR THE BENEFIT OF LEAVEN MINISTRIES; AND - TO APPROVE ANY ALTERATION, REVOCATION, SUSPENSION, OR OTHER TERMINATION OR MODIFICATION OF THE RESERVED POWERS SET FORTH HEREIN. IN THE EVENT ANY CONFLICTS ARISE BETWEEN THE RESERVED POWERS GRANTED TO LEAVEN MINISTRIES AND THOSE OF INTERMOUNTAIN, THE LEAVEN RESERVED POWERS WILL CONTROL. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY THE TAX DEPARTMENT. THE FORM 990 IS REVIEWED BY CERTAIN MEMBERS OF SENIOR MANAGEMENT. A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO THE FILING OF THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C | MONITORING AND ENFORCEMENT OF COMPLIANCE WITH CONFLICT OF INTEREST POLICY SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES ITS CONFLICT OF INTEREST POLICY BY PROVIDING EDUCATION AND TRAINING FOR ITS EMPLOYEES, OFFICERS AND DIRECTORS. PERSONS CONSIDERED TO BE IN AN INFLUENTIAL POSITION, SUCH AS BOARD MEMBERS, OFFICERS, PHYSICIANS, EXECUTIVES AND DIRECTOR LEVEL MANAGERS ARE ALL REQUIRED TO COMPLETE A CONFLICT OF INTEREST STATEMENT UPON HIRE/APPOINTMENT AND ON AN ANNUAL BASIS TO DISCLOSE ANY POTENTIAL CONFLICT ISSUES. THESE STATEMENTS ARE CAREFULLY REVIEWED BY THE SCLHS INTEGRITY AND COMPLIANCE DEPARTMENT AND APPROPRIATE LEADERSHIP. THE BUSINESS AND AFFAIRS OF SCLHS WILL AT ALL TIMES BE CONDUCTED IN A MANNER THAT IS SOLELY IN THE BEST INTERESTS OF SCLHS AND NOT BE INFLUENCED BY CONFLICTING INTERESTS OF PERSONS RESPONSIBLE FOR ADMINISTERING THOSE AFFAIRS. THE EXISTENCE OF ANY CONFLICTS OF INTEREST WILL BE DISCLOSED AND THE PROCEDURES SET FORTH HEREIN WILL BE FOLLOWED. CERTAIN TRANSACTIONS DETERMINED TO CONSTITUTE A CONFLICT OF INTEREST ARE PROHIBITED. ANY PERSON IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER SCLHS IS CONSIDERED AN INTERESTED PERSON. THIS TERM INCLUDES, BUT IS NOT LIMITED TO THE FOLLOWING: - BOARD MEMBERS, BOARD COMMITTEE MEMBERS, OFFICERS AND DIRECTORS; - SENIOR LEADERS AND EXECUTIVES (CEO, PRESIDENT, SVP, VP, EXECUTIVE DIRECTORS); - EMPLOYED PHYSICIANS AND PHYSICIANS IN MEDICAL STAFF LEADERSHIP ROLES (E.G., DEPARTMENT CHAIRS, MEMBERS OF MEDICAL STAFF COMMITTEES); - MEDICAL DIRECTORS OF CLINICAL PROGRAMS THAT ASSESS, REVIEW, RECOMMEND OR REQUEST PURCHASE OF ANY SPECIFIC PHARMACEUTICAL PRODUCTS, MEDICAL DEVICES, SUPPLIES AND/OR EQUIPMENT; - DEPARTMENT DIRECTORS; AND - OTHER SELECT INDIVIDUALS IDENTIFIED BY LEADERSHIP WHICH MAY INCLUDE, BUT IS NOT LIMITED TO, SUPPLY CHAIN AND FINANCE. UPON BECOMING AN INTERESTED PERSON AND ON AN ANNUAL BASIS, INTERESTED PERSONS ARE REQUIRED TO DISCLOSE ANY RELATIONSHIPS THAT CONSTITUTE OR MIGHT LEAD TO A CONFLICT OF INTEREST BY COMPLETING THE CURRENT CONFLICT OF INTEREST AND GIFT DISCLOSURE STATEMENT ("STATEMENT") AS APPROVED BY THE CHIEF INTEGRITY AND COMPLIANCE OFFICER. THE CHIEF INTEGRITY AND COMPLIANCE OFFICER WILL OVERSEE THE REVIEW OF THE STATEMENTS AND THE RESOLUTION OF ANY IDENTIFIED CONFLICTS OF INTEREST AND ALERT THE SUPERVISOR AND/OR BOARD CHAIR. WHEN AN INTERESTED PERSON BECOMES AWARE OF A CONFLICT OF INTEREST WHICH HAS NOT BEEN DISCLOSED ON A STATEMENT, HE OR SHE SHALL CONTACT THE LOCAL COMPLIANCE AND PRIVACY OFFICER OR THE CHIEF INTEGRITY AND COMPLIANCE OFFICER, COMPLETE A DISCLOSURE, AND RETURN IT TO THE SCLHS INTEGRITY AND COMPLIANCE DEPARTMENT. WHENEVER AN INTERESTED PERSON BECOMES AWARE THAT AN ARRANGEMENT WITH RESPECT TO WHICH HE OR SHE HAS A CONFLICT OF INTEREST IS BEING CONSIDERED, THE INTERESTED PERSON MUST DISCLOSE ALL MATERIAL FACTS CONCERNING THE EXISTENCE AND NATURE OF THE CONFLICT OF INTEREST TO HIS OR HER SUPERVISOR OR TO THE APPLICABLE BOARD OR COMMITTEE CHAIR, EVEN IF THE CONFLICT OF INTEREST HAS BEEN PREVIOUSLY DISCLOSED. THE INTERESTED PERSON'S LOCAL COMPLIANCE AND PRIVACY OFFICER, SUPERVISOR, AND/OR BOARD OR COMMITTEE CHAIR WILL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. PERSON(S) RESPONSIBLE FOR THE DETERMINATION SHOULD OBTAIN FURTHER GUIDANCE FROM THE SCLHS INTEGRITY AND COMPLIANCE OR LEGAL DEPARTMENTS. UPON MAKING HIS OR HER DISCLOSURE, THE INTERESTED PERSON WILL LEAVE THE MEETING OR OTHERWISE REMOVE HIM OR HERSELF FROM THE DELIBERATIONS OR OTHER DECISION-MAKING PROCESS UNTIL SUCH TIME AS A DETERMINATION IS REACHED. IF A DETERMINATION HAS BEEN MADE THAT NO CONFLICT OF INTEREST EXISTS, THE INTERESTED PERSON MAY BE PRESENT AND PARTICIPATE IN THE DELIBERATION REGARDING THE TRANSACTION OR ARRANGEMENT. HOWEVER, IF AN INTERESTED PERSON HAS BEEN DETERMINED TO HAVE A CONFLICT OF INTEREST, HE OR SHE MAY NOT PARTICIPATE IN THE DELIBERATION OR DECISION REGARDING THE TRANSACTION OR ARRANGEMENT; BE PRESENT DURING THE DELIBERATION OR DECISION-MAKING; OR BE ALLOWED TO MAKE A PRESENTATION PRIOR TO THE DELIBERATION AND DECISION-MAKING ACTIVITIES. WHEN AN INTERESTED PERSON HAS A CONFLICT OF INTEREST, THE DECISION-MAKER/DECISION-MAKING BODY CONSIDERING THE TRANSACTION OR ARRANGEMENT WILL TAKE REASONABLE MEASURES, PRIOR TO APPROVING OR ENTERING INTO THE TRANSACTION OR ARRANGEMENT, TO ENSURE THAT THE PROPOSAL IS IN SCLHS' BEST INTERESTS. THE PROPOSED TRANSACTION OR ARRANGEMENT MAY PROCEED IF THE DECISION-MAKER/DECISION-MAKING BODY, AFTER HAVING BEEN FULLY INFORMED OF THE MATERIAL FACTS ESTABLISHING THE CONFLICT OF INTEREST, DETERMINES THAT THE TRANSACTION OR ARRANGEMENT IS IN SCLHS' BEST INTERESTS AND IS FAIR AND REASONABLE. A MAJORITY VOTE OF THE DISINTERESTED DECISION-MAKERS IS REQUIRED WHEN A DETERMINATION IS MADE BY A BOARD, COMMITTEE OR OTHER DECISION-MAKING BODY. MANAGEMENT OF POTENTIAL CONFLICTS IS DONE BY THE CHIEF INTEGRITY AND COMPLIANCE OFFICER AND/OR CARE SITE COMPLIANCE AND PRIVACY OFFICERS AND REPORTED ANNUALLY TO THE CARE SITE LEADERSHIP COMMITTEES AND/OR AUDIT AND COMPLIANCE COMMITTEES. ANY REPORTED CONFLICTS OR POTENTIAL CONFLICTS WILL ALSO BE REPORTED TO AND REVIEWED BY INTERMOUNTAIN'S TAX DEPARTMENT FOR COMPLIANCE WITH THE FORM 990 TAX RETURN. |
| FORM 990, PART VI, SECTION B, LINE 15 | SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC.'S PROCESS FOR DETERMINING COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT IS THE RESPONSIBILITY OF THE COMPENSATION COMMITTEE. COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT IS MANAGED BY THE INTERMOUNTAIN HEALTH CARE, INC. BOARD COMPENSATION COMMITTEE (COMMITTEE) ON BEHALF OF SCLHS AND ALL OF ITS AFFILIATES. THE COMMITTEE REVIEWS AND APPROVES COMPENSATION ARRANGEMENTS OF THE OFFICERS AND SENIOR MANAGEMENT AND MAKES RECOMMENDATIONS TO INTERMOUNTAIN HEALTH CARE, INC.'S BOARD FOR APPROVAL OF ANY CHANGES TO COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT. THE COMMITTEE'S REVIEW IS CONDUCTED IN A MANNER THAT IS INTENDED TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTIONS RULES OF INTERNAL REVENUE CODE SECTION 4958. THE COMMITTEE CONDUCTS THE REVIEW WITH THE ASSISTANCE OF AN EXPERIENCED AND INDEPENDENT COMPENSATION CONSULTING FIRM THAT HAS DEEP NATIONAL EXPERTISE IN HEALTH SYSTEMS' EXECUTIVE COMPENSATION PROGRAMS AND LEVELS. THE COMMITTEE OBTAINS AND RELIES UPON CURRENT, COMPARABLE MARKET DATA FOR PEER ORGANIZATIONS PRIOR TO MAKING COMPENSATION RELATED DECISIONS. THE INFORMATION REVIEWED INCLUDES COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY COMPARABLE POSITIONS, THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA SERVED BY INTERMOUNTAIN HEALTH CARE, INC. AND CURRENT COMPENSATION SURVEYS COMPILED BY AN INDEPENDENT FIRM. CONSISTENT WITH THE PAY PHILOSOPHY SET BY INTERMOUNTAIN HEALTH CARE, INC.'S BOARD, THE COMMITTEE EMPHASIZES THE IMPORTANCE OF ENSURING TOTAL REMUNERATION IS REASONABLE AND APPROPRIATE WHEN REVIEWING AND MAKING RECOMMENDATIONS WITH RESPECT TO COMPENSATION PACKAGES FOR THE OFFICERS AND SENIOR MANAGEMENT. AS PART OF THE REVIEW PROCESS, INTERMOUNTAIN HEALTH CARE, INC. USES THE FOLLOWING IN ESTABLISHING THE COMPENSATION OF OFFICERS AND SENIOR MANAGEMENT. 1) COMPENSATION COMMITTEE 2) INDEPENDENT COMPENSATION CONSULTANT 3) FORM 990 OF OTHER ORGANIZATIONS 4) WRITTEN EMPLOYMENT CONTRACTS 5) COMPENSATION SURVEYS AND STUDIES 6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE THE ITEMS LISTED ABOVE SUPPORT THE COMPENSATION COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED TO ITS OFFICERS AND SENIOR MANAGEMENT IS REASONABLE, APPROPRIATE AND CONSISTENT WITH THE PAY PHILOSOPHY SET BY THE BOARD. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, AND GOVERNING DOCUMENTS AVAILABLE UPON REQUEST. |
| FORM 990, PART XI, LINE 9: | CHANGE IN SELF INSURED LIABILITY 849,829. FAIR VALUE ACQUISITION ADJUSTMENT -91,330,121. TRANSFERS TO SUBSIDIARIES 958,601. TRANSFER OF DEBT TO AFFILIATE 1,087,728,935. TRANSFER OF BOND PROCEEDS FROM AFFILIATE 257,541,778. OTHER TRANSFERS TO/FROM AFFILIATE -1,098,041. |
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