Indiana University Health Inc

“Certain officers, directors or key employees of indiana university health, inc. (iu health) also serve on the boards or as officers of related or unrelated for-profit organizations, as noted below. No additional compensation was provided to these individuals for their service to related organizations.”

“Iu health uses a thorough process to determine the compensation of its president and chief executive officer, other officers, and key employees. The process includes the following: (1) the board of directors ("board") has established a talent management and executive compensation committee ("tmecc"), the purpose of which includes reviewing and making recommendations regarding executive pay and benefits (collectively referred to as "compensation") on an annual basis in april. The tmecc is made up of members of the board that are neither physicians nor employees and do not otherwise have a conflict of interest regarding any of iu health's compensation arrangements. The tmecc reviews an executive's entire compensation package including base salary, short-term and long-term incentives, health and welfare benefits, qualified and nonqualified retirement plans, as well as any additional fringe benefits. As deemed appropriate, the committee on finance, which is also made up of members of the board, may also review executive compensation and benefits. (2) the tmecc engages an independent compensation consulting firm on an annual basis to conduct a compensation analysis for its executive group, which consists of employees at the level of senior vice president and above. The current compensation advisor is sullivancotter. Sullivancotter performs its analysis in the form of a compensation survey ("survey") that includes relevant comparability data for compensation levels paid by similarly situated organizations (both governmental and tax exempt) for functionally comparable positions as well as the availability of similar services in the geographic area. Sullivancotter then prepares a survey report and provides recommendations to the tmecc, if deemed appropriate, on changes in executive compensation. A separate analysis using the same methodology is done for the president and chief executive officer. (3) the tmecc then reviews sullivancotter's report and recommendations and, if appropriate, votes on whether to recommend any changes in executive compensation to the board. The tmecc will only recommend changes to the board if they are consistent with the board's philosophy on compensation matters and are deemed reasonable based upon the independent analysis provided by sullivancotter. The tmecc's review, discussion and vote are documented in the minutes for the meeting. There are no executives present during the final discussion and approval. (4) the board then reviews the report prepared by sullivancotter as well as the recommendations of the tmecc as to any changes in executive compensation. As deemed appropriate, the committee on finance may also provide its review of the tmecc's recommendations on any changes in executive compensation. This review and discussion are documented in the minutes. (5) the board then votes on whether to accept the tmecc's recommendations on any changes in executive compensation. Changes in executive compensation are made if approved by the tmecc and board on an annual basis, or as necessary throughout the year. The discussion and approval are documented in the minutes of the meeting. There are no executives present during the final discussion and approval. Iu health's general counsel also prepares a formal written opinion reviewing the executive compensation approval process, comparing it to the intermediate sanctions test of irc section 4958. If warranted, iu health's general counsel may also provide comments regarding the executive compensation approval process as it relates to meeting the requirements for a rebuttable presumption of reasonableness as provided in the intermediate sanctions test. (6) after the end of each year, the tmecc and board also review the achievements of the executive group as it relates to the long-term and short-term shared and individual goals developed by the executives and the board. These achievements may also be reviewed with the committee on finance. The board, at its discreti”

“IUH ASSURANCE SPC, LTD. JENNIFER ALVEY, MICHELLE JANNEY, ERIN LEWIS - Business relationship, IU HEALTH RISK RETENTION GROUP, INC. JENNIFER ALVEY, MICHELLE JANNEY, ERIN LEWIS - Business relationship”

“There shall be two classes of members of the corporation. One class, known as the university class, shall consist of those persons serving from time to time as the trustees of indiana university. The other class, known as the methodist class, shall consist of the members of the methodist health group, inc.”

“EXCEPT AS OTHERWISE PROVIDED IN THE ARTICLES OR BYLAWS, EACH CLASS OF MEMBERS SHALL BE ENTITLED TO ONE (1) VOTE UPON EACH QUESTION WHICH PROPERLY COMES BEFORE A MEETING OF THE MEMBERS. UNLESS OTHERWISE SPECIFIED BY LAW OR THE TRUSTEES OF INDIANA UNIVERSITY, THE VOTE OF THE UNIVERSITY CLASS SHALL BE DETERMINED BY A MAJORITY VOTE OF THE CONSTITUENTS OF THE UNIVERSITY CLASS WHO ARE PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT AND A QUORUM SHALL CONSIST OF A MAJORITY OF THE CONSTITUENTS OF THE UNIVERSITY CLASS. THE VOTE OF THE METHODIST CLASS SHALL BE DETERMINED BY A TWO-THIRDS (2/3) MAJORITY OF THE MEMBERS OF THE METHODIST HEALTH GROUP, INC. OR OTHERWISE AS SET FORTH FROM TIME TO TIME IN THE CONSTITUENT INSTRUMENTS OF THE METHODIST HEALTH GROUP, INC. BOTH MEMBER CLASSES MAY TAKE ACTION WITHOUT A MEETING IF A CONSENT IN WRITING SETTING FORTH THE ACTION SO TAKEN SHALL BE APPROVED BY AT LEAST EIGHTY (80) PERCENT OF THE CONSTITUENTS OF THE RESPECTIVE MEMBER CLASS OR SUCH GREATER PERCENTAGE AS THAT MEMBER CLASS DETERMINES TO BE NECESSARY FOR APPROVAL OF AN ACTION WITHOUT A MEETING. The Corporation shall, as specified in the Articles, have fifteen (15) Directors. WITH REGARD TO THE APPOINTMENT OF THE BOARD OF DIRECTORS OF THE CORPORATION, THE DIRECTORS, EACH OF WHOM SHALL HAVE ONE VOTE, WILL BE SELECTED AS FOLLOWS: (A) EIGHT (8) AT-LARGE DIRECTORS SHALL BE JOINTLY ELECTED BY THE AFFIRMATIVE VOTE OF BOTH MEMBER CLASSES (THE "AT-LARGE DIRECTORS"). (B) TWO (2) DIRECTORS SHALL BE APPOINTED BY THE METHODIST CLASS. (C) THE PRESIDENT OF INDIANA UNIVERSITY, THE DEAN OF INDIANA UNIVERSITY SCHOOL OF MEDICINE (THE "DEAN"), AND THE CHAIR OF THE IU BOARD OF TRUSTEES OR ANOTHER IU TRUSTEE DESIGNATED BY THE CHAIR OF THE BOARD OF TRUSTEES, SHALL EACH BE A STANDING DIRECTOR OF THE UNIVERSITY CLASS, REFERRED TO COLLECTIVELY AS "UNIVERSITY STANDING DIRECTORS". (D) THE BISHOP OF THE INDIANA AREA OF THE UNITED METHODIST CHURCH (THE "BISHOP") SHALL BE AN EX OFFICIO DIRECTOR. IF THE BISHOP DETERMINES THAT HE/SHE IS UNABLE TO SERVE AS DIRECTOR FOR AN UPCOMING YEAR, THE BISHOP MAY NAME A DESIGNEE TO SERVE AS A DIRECTOR BY PROVIDING NOTIFICATION OF SUCH DESIGNEE TO THE CORPORATION AT OR BEFORE THE ANNUAL MEETING OF THE CORPORATION. DIRECTORS NAMED IN (B) AND (D) ABOVE ARE REFERRED TO COLLECTIVELY HAS "METHODIST STANDING DIRECTORS. " (E) THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION (THE "PRESIDENT") SHALL BE AN EX OFFICIO DIRECTOR. NO MORE THAN TWENTY PERCENT (20%) OF THE DIRECTORS SHALL BE PHYSICIANS WHO ARE PROVIDING PROFESSIONAL SERVICES TO THE CORPORATION.”

“Notwithstanding any other provisions of the articles of incorporation, the following matters require the approval of the university class prior to implementation: (a) any sale, lease, transfer or other alienation of the indiana university hospitals real property, as defined in the definitive agreement, including any assignment of the university hospitals lease by and between the trustees of indiana university and the corporation, except as otherwise authorized by resolution or agreement of the trustees of indiana university. (b) any proposal by the corporation which conflicts with the following principle: the corporation will continue to make all patients available for medical education unless otherwise requested by the patient or his/her family, as the major clinical teaching resource for the indiana university school of medicine. (c) any change in the formula used to calculate the amount of support provided to the indiana university school of medicine, as referenced in the articles of incorporation. (d) any proposed action regarding the operation of indiana university hospitals, including the james whitcomb riley hospital for children, which would conflict with or be contrary to the requirements set forth in the trustees resolutions. (e) any sale or other alienation of all or substantially all of the assets or operations of the corporation, and any merger, consolidation, change of voting control or other reorganization of the corporation. (f) amendment, alteration or repeal of the articles of incorporation (g) any dissolution of the corporation, except as otherwise required by law. (h) any revision to, or modification or revocation of the core values. (i) any transfer of the membership of either of the member classes. (j) any amendment to the definitive agreement. Notwithstanding any other provisions of the articles of incorporation, the following matters require the approval of the methodist class prior to implementation: (a) any sale or other alienation of all or substantially all of the assets or operations of the corporation, and any merger, consolidation, change of voting control, or other reorganization of the corporation. (b) amendment, alteration or repeal of the articles of incorporation. (c) any dissolution of the corporation, except as otherwise required by law. (d) any revisions to, or modifications or revocation of the core values. (e) any transfer of the membership of either of the member classes. (f) any amendment to the definitive agreement.”

“A THOROUGH PROCESS WAS USED BY IU HEALTH TO REVIEW THE FORM 990 AND RELATED SCHEDULES PRIOR TO ITS FILING. THE BOARD OF DIRECTORS' COMMITTEE ON VALUES, ETHICS, SOCIAL RESPONSIBILITY, AND PASTORAL SERVICES REVIEWED THE FOLLOWING SECTION OF THE FORM 990: 1. SCHEDULE H - HOSPITALS THE BOARD OF DIRECTORS' COMMITTEE ON Talent Management and Executive Compensation REVIEWED THE FOLLOWING SECTIONS OF THE FORM 990 1. PART VI - GOVERNANCE, MANAGEMENT, AND DISCLOSURE 2. PART VII - COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES, HIGHEST COMPENSATED EMPLOYEES, AND INDEPENDENT CONTRACTORS 3. SCHEDULE J - COMPENSATION INFORMATION THE BOARD OF DIRECTORS' AUDIT and compliance COMMITTEE WAS ALSO PROVIDED WITH A COMPLETE COPY OF THE FORM 990 AND RELATED SCHEDULES TO REVIEW. AFTER THE REVIEW FROM THE AFOREMENTIONED COMMITTEES, A COMPLETE COPY OF THE FORM 990 AND RELATED SCHEDULES WAS MADE AVAILABLE TO EACH BOARD MEMBER ON A SECURE INTRANET SITE. EACH MEMBER WAS ALSO INFORMED OF THE AVAILABILITY OF THE TAX DEPARTMENT TO ANSWER ANY QUESTIONS.”

“All iu health employees, associates, colleagues and contracted personnel, including employed physicians and paid medical directors ("iu health representatives") are covered by and subject to its conflict of interest policy. Iu health regularly and consistently monitors and enforces compliance with the policy through the following procedures: (a) on an annual basis, each iu health representative at the level of manager or above, together with every other person designated by the corporate compliance department ("department"), must complete, sign and submit a conflict of interest questionnaire ("questionnaire") to the department. Governing board members, committee members, corporate officers, medical staff and researchers must comply with the administrative requirements noted in the respective policies and procedures relative to those areas. (b) an iu health representative must supplement a questionnaire in writing, if after completion of the original questionnaire, a situation arises, or may reasonably be expected to arise, that would change any answer or information on the original questionnaire if the situation had existed or been anticipated at the time of completion of the original questionnaire. (c) if a fully and properly completed questionnaire reveals facts or other information that might reasonably indicate a conflict of interest or violation of the policy, the iu health representative completing the questionnaire must secure approval by his/her supervisor, evidenced in writing. (d) the department will review each questionnaire and determine whether a conflict of interest exists and, if so, whether and how it should or may be eliminated, avoided or managed in order to comply with the spirit of the policy and with the best interests of iu health and its patients. In making the determination, the corporate compliance department may consult with the iu health representative's supervisor and other appropriate individuals and groups. (e) the scope of the policy is not limited to those who are required to complete questionnaires. If an iu health representative is involved in a situation or relationship that would constitute a violation of the policy in the absence of disclosure and approval as described above, then the iu health representative must disclose the matter to his/her supervisor, secure his/her supervisor's approval in writing, and disclose the matter to the department. Otherwise, the iu health representative is in violation of the policy and subject to corrective action, up to and including termination. (f) the chief compliance officer, in consultation with onsite compliance personnel, may from time to time appoint standing or ad hoc committees to assist in resolving issues that arise under provisions of the policy.”

“Iu health's articles of incorporation are available for public inspection through the indiana secretary of state's website. Iu health's conflict of interest procedures are disclosed on form 990, schedule o. Iu health's consolidated audited financial statements are available for public inspection through its bond filings and as an attachment to the form 990.”

“WILHELM-GILBANE, A JOINT VENTURE, Weddle Bros Building Group, LLC, Garmong Construction Svcs, AND MESSER CONSTRUCTION INCLUDES GOODS AND SERVICES ASSOCIATED WITH VARIOUS CONSTRUCTION PROJECTS. THESE WERE NOT EASILY SEPARATED FOR REPORTING ON FORM 990. THE AMOUNTS BEING REPORTED INCLUDE BOTH GOODS AND SERVICES PAID.”

“Rent from Related 501(c)(3) Orgs - Total Revenue: 32104481, Related or Exempt Function Revenue: 32104481, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Income (Loss) from Pass-Through Entities - Total Revenue: 21445631, Related or Exempt Function Revenue: 3866809, Unrelated Business Revenue: 17578822, Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Clinical Research - Total Revenue: 2490315, Related or Exempt Function Revenue: 2490315, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Cafeteria/Food Service - Total Revenue: 210968, Related or Exempt Function Revenue: 0, Unrelated Business Revenue: 0, Revenue Excluded from Tax Under Sections 512, 513, or 514: 210968; All Other - Total Revenue: 58121819, Related or Exempt Function Revenue: 0, Unrelated Business Revenue: 0, Revenue Excluded from Tax Under Sections 512, 513, or 514: 58121819;”

“HTTPS://IUHEALTH.ORG/”

“(Expenses $ 526,305,817 including grants of $ 0)(Revenue $ 581,257,259) SHARED SERVICES REVENUE: AS THE PARENT OF THE INDIANA UNIVERSITY HEALTH SYSTEM, IU HEALTH FACILITATES EFFORTS AND SHARED SERVICES ON BEHALF OF AND FOR THE BENEFIT OF IU Health AND ITS AFFILIATES. CERTAIN COSTS RELATED TO PROVIDING THESE SHARED SERVICES ARE ALLOCATED OUT OR CHARGED TO THE AFFILIATES. FACILITATING THESE EFFORTS AND SERVICES ALLOWS IU Health AND ITS AFFILIATES TO BETTER CARRY OUT THEIR EXEMPT FUNCTIONS BY REDUCING COSTS, HAVING STANDARDIZED PRACTICES AND PROCEDURES, AND CREATING ECONOMIES OF SCALE.”

“(Expenses $ 493,962,684 including grants of $ 0)(Revenue $ 545,537,188) PHARMACY SERVICES: Our network of pharmacies offers the ease of "one-stop" shopping. With services designed to meet your needs, we will provide expert care and help patients make the best use of their medications.”

“(Expenses $ 53,070,152 including grants of $ 0)(Revenue $ 58,611,192) ALL OTHER PROGRAMS, SUCH AS RENT FROM RELATED 501(c)(3) ORGANIZATIONS, INCOME FROM PASS-THROUGH ENTITIES”

“Contract services - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 6772626, Fundraising Expenses: ; IC Exp - Fully supported - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 7776246, Fundraising Expenses: ; IC Exp - Physician Patient Care - Total Expense: 32913796, Program Service Expense: 32913796, Management and General Expenses: 0, Fundraising Expenses: ; Fees - Professional services - Total Expense: 43549863, Program Service Expense: 41462628, Management and General Expenses: 2087235, Fundraising Expenses: ; IC Exp - Direct Support - Total Expense: 30710475, Program Service Expense: 29238599, Management and General Expenses: 1471876, Fundraising Expenses: ; Consulting - Other - Total Expense: 88111502, Program Service Expense: 83888541, Management and General Expenses: 4222961, Fundraising Expenses: ; IC Exp - Med Dir Fee - Total Expense: 13314336, Program Service Expense: 12676213, Management and General Expenses: 638123, Fundraising Expenses: ; Other Fees - Total Expense: 43768321, Program Service Expense: 41670617, Management and General Expenses: 2097704, Fundraising Expenses: ; Physician Fees - Total Expense: 4190369, Program Service Expense: 3989535, Management and General Expenses: 200834, Fundraising Expenses: ;”

“MARK-TO-MARKET ON INTEREST RATE SWAPS - 10336939; Net Asset Transfers from Debt Settlements - Related Entities - -XXX-XX-XXXX; Change in Donated Property - 869405; Purchase of Additional Membership Interest in Controlled Entity - -539000; Net Asset Changes due to Mergers, Dissolutions - 32128516; Rounding - 1; Total - -526006458;”