Catholic Health Partners

“Partners in Catholic Health Ministries is a public juridic person under the Canon Law of the Catholic Church which, by decree dated August 15, 2013, has been erected as a public juridic person of pontifical right to succeed to certain of the healthcare activities of the Founding Organizations whose members are: Sisters of Mercy, South Central Community; Sisters of Mercy, Mid-Atlantic Community; Covenant Health Systems; Sisters of Humility of Mary; and Franciscan Sisters of the Poor. Partners in Catholic Health Ministries shall have no fewer than three and no more than seven members appointed pursuant to the Mercy Health Corporate Member's Statutes and Bylaws. No person may be appointed or continue to serve as a Member of the Mercy Health Corporate Member unless that person is a Catholic in good standing.”

“The Mercy Health Corporate Member has the right to elect or remove trustees. All members of the board of trustees have full voting rights.”

“THE Mercy Health Corporate Member has CERTAIN INHERENT RIGHTS TO APPROVE DECISIONS OF THE GOVERNING BODY. Certain matters require approval of the Mercy Health Corporate Member, Mercy Health Governing body, or Mercy Health CEO. Mercy Health's Regulations describe the level of approval required for various decisions.”

“The form 990 is prepared by mercy health's tax department and reviewed by an independent accounting firm. A copy of the form 990 is then reviewed by management. Upon review, the form 990 is then forwarded to the audit & corporate responsibility committee for approval. Additionally, the human resources committee reviews all compensation related schedules and disclosures. Both the audit & corporate responsibility committee and the compensation committee are independent of the filing organization. Once the form 990 is reviewed by all applicable parties a copy of the final version is provided to all members of the governing body prior to filing.”

“All board members, committee members and members of management are required to complete an annual conflict of interest disclosure. Prior to the start of all board and committee meetings members are asked to disclose any potential conflicts of interest.”

“The organization's formal process for determining total compensation for the CEO and other officers and key employees follows a board-approved Compensation Philosophy that is intended to provide reasonable compensation for accomplishing the organization's mission, to recognize performance, and to operate in keeping with the organization's obligations as a tax-exempt charitable organization. Compensation decisions are made by independent persons, are based on appropriate comparability data, and are concurrently documented. The Human Resources Committee, comprised of independent members of the organization's board of trustees, conducts an annual review of the compensation of the CEO and other executive officers and key employees who constitute disqualified persons. In doing so, the Committee retains a qualified independent compensation consultant to conduct competitive market analysis of the market ranges of base, incentive, total cash compensation, and total remuneration. The compensation consultant provides an opinion concerning the reasonableness of the compensation of the CEO and the officers and key employees reviewed by the Committee. The Committee utilizes that analysis and other appropriate information in connection with its annual review and recommendation of the CEO's compensation and its determination of compensation ranges for other reviewed officers and key employees. The Committee determines that the CEO's compensation and the compensation of reviewed officers and key employees within these ranges is reasonable and within the Compensation Philosophy. Information which the Committee may consider can include but is not limited to the performance of an individual, behavioral feedback, the performance of the organization, an individual's length of service, credentials and experience, the importance of retaining the individual, the elements of total compensation and salary history, the organization's compensation targets, and comparability data, including the data prepared by the independent consultant and reviewed with the Committee. The Committee incorporates a formal performance appraisal process in the CEO's compensation review. It utilizes a multi-perspective approach and performance measures which are linked to the organization's long-term strategic plan, achievement of annual system objectives, and personal objectives. The CEO is not present when the Committee discusses and establishes his compensation. In addition, the Committee determines if the threshold requirements for incentive awards are met, consisting of the organization's performance results for community benefit, quality, and financial performance. The Committee recommends to the full board the CEO's salary adjustment and incentive award as well as the incentive award levels for which other listed individuals may be eligible. The Committee's report concerning salary range adjustments, incentive awards and the basis for the Committee's decisions goes to the full board for consideration in executive session which does not include the CEO or other officers or key employees. The full board reviews the CEO's performance and determines the salary adjustments and incentive award to be made for the CEO. For the COO, EVP, SVP and market CEO positions, salary adjustments and incentive awards are approved by the organization's CEO within such board and Committee-approved parameters and disclosed to the Committee. Salary adjustments and incentive awards for other positions reviewed by the Committee are approved by the independent supervising executive within such parameters, with market board review when appropriate, and disclosed to the Committee. As with the CEO, all listed individuals undergo a formal performance appraisal utilizing a multi-perspective approach and performance measures which are linked to the organization's long-term strategic plan, achievement of annual system objectives, and personal objectives. Incentive awards are subject to repayment if th”

“Please refer to the Line 15A response directly above which describes the process used for both the top management official and for the other officers and key employees”

“The System-wide conflict of interest policy and financial statements are posted on the Mercy Health website (www.mercy.com).”

“Employee Pharmacy - Total Revenue: 22199759, Related or Exempt Function Revenue: 20414960, Unrelated Business Revenue: 1784799, Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Rent - Total Revenue: 11516798, Related or Exempt Function Revenue: 11516798, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Physician Billing - Total Revenue: 33753, Related or Exempt Function Revenue: 33753, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Payment Innovation Revenue - Total Revenue: 5495772, Related or Exempt Function Revenue: 5495772, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Intercompany Insurance - Total Revenue: 2859537, Related or Exempt Function Revenue: 2859537, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Intercompany Interest - Total Revenue: 18891748, Related or Exempt Function Revenue: 18891748, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Other Intercompany Revenue - Total Revenue: 1916335, Related or Exempt Function Revenue: 1916335, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Intercompany Rent - Total Revenue: 2304276, Related or Exempt Function Revenue: 2304276, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Vending Machines - Total Revenue: 291115, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 291115; Other Non Operating Revenue - Total Revenue: -1442759, Related or Exempt Function Revenue: , Unrelated Business Revenue: 703576, Revenue Excluded from Tax Under Sections 512, 513, or 514: -2146335;”

“Employment Costs - Total Expense: 13664362, Program Service Expense: 11614708, Management and General Expenses: 2049654, Fundraising Expenses: ; Contract & Consulting - Total Expense: 48844526, Program Service Expense: 41517847, Management and General Expenses: 7326679, Fundraising Expenses: ; Other Purchased Services - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 23590800, Fundraising Expenses: ; Actuarial - Total Expense: 163757, Program Service Expense: , Management and General Expenses: 163757, Fundraising Expenses: ; Maintenance & Service Agreements - Total Expense: 85363299, Program Service Expense: 72558804, Management and General Expenses: 12804495, Fundraising Expenses: ; Contracted Services - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; Purchased Services - Intercompany - Total Expense: 40732792, Program Service Expense: 34622873, Management and General Expenses: 6109919, Fundraising Expenses: ; Collections - Total Expense: 44833511, Program Service Expense: 38108484, Management and General Expenses: 6725027, Fundraising Expenses: ; Medical Professional Fees - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: , Fundraising Expenses: ;”

“Discontinued Operations - -8675941; Elimination of Intercompany Balances - 5974712; Equity Transfers - 21711312; Change in Pension Liability - 47987420; Pension Liability Adjustments - -885228; Impairment of Assets - 259444; Other Changes in Unrestricted Net Assets - -424662; Transfer of Kikel Children's Unit - -90092; Unrealized SWAP Income - 232078; Fund Balance Change at BOY - Lourdes Hospital Conversion - XXX-XX-XXXX; Net Assets Released from Restriction - 97983;”

“Severance Benefits consisting of continuation of base salary and insurance benefits were provided to listed individuals for specified periods. The listed individuals executed releases and waivers of claims in exchange for the severance benefits. Salary continuation amounts provided during the reporting year to listed individuals were as follows: Jane Crowley $455,538, Brent Asplin $320,418, James May $862,710, Yousuf Ahmad $286,582, and Andrea Price $156,874.”

“The Mercy Health SERP plan is a deferred compensation plan which provides supplemental retirement benefits to persons selected by the Board of Trustees or its delegate. It provides annual credits of a specified percentage of compensation and annual interest credits. Participants vest 50%, 75%, and 100% in their accounts after 5, 6, and 7 years of service, respectively. Vesting occurs earlier for death or total disability or reaching age 60 while employed, or involuntary termination of employment within 24 months after a change in control of the organization or due to position elimination. Payments during employment are made for required tax withholding. Payment of the vested account balance in a lump sum occurs after termination of employment. Amounts includable as taxable compensation for listed individuals due to SERP participation in the reporting year were as follows: Michael Bezney $90,358; Michael Connelly JD $373,341; Jeffrey Copeland $75,755; Jane Crowley $55,907; Joseph Gage, Jr. $222,352; Steven Grinnell $0; Robert Shroder $552,440; Brian Smith $119,659; John Starcher, Jr. JD $230,539; Rebecca Sykes $77,436.”

“The organization provides annual incentive compensation for listed individuals. The organization's Board of Trustees establishes objective thresholds for quality, community benefit, and financial performance which must be achieved for incentives to be awarded. The Board also establishes threshold, target and maximum levels for incentive awards. Within these established parameters, the Board determines the CEO's incentive award and incentive awards for other listed individuals are determined by the listed individual's supervisor and disclosed to the Board. The Board may authorize modified incentive awards when appropriate in its judgment.”