Avera Mckennan

“David Flicek, Jared Friedman, MD and Julie Lautt have a business relationship. Sister Roxanne Seifert and Julie Lautt have a business relationship.”

“The sole member of the organization is Avera Health, a nonprofit corporation organized and existing under the laws of the state of South Dakota and exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended.”

“Avera Health, as the sole member, has the power to appoint and remove, with or without cause, all members of the board of directors.”

“Avera Health, as the sole member, has the following rights as the Member: 1) To approve the adoption, amendment or repeal of the statements of philosophy, mission and values of Corporation; 2) To initiate the adoption, amendment or repeal of any provision of the Articles of Incorporation or Bylaws of Corporation, and to give final approval of any such action with respect thereto; 3) To approve and act upon the alienation of real property and precious artifacts under the canonical stewardship of the Sisters of the Presentation of the Blessed Virgin Mary of Aberdeen, South Dakota ("Presentation Sisters") or the Benedictine Sisters of Sacred Heart Monastery ("Benedictine Sisters"), pursuant to the policies established by the Member; 4) To approve any plan of merger, consolidation or dissolution of the Corporation, or the divestiture of a sponsored work or ministry associated with the Corporation; 5) To approve the creation of new sponsored works or ministries to be conducted by or under the authority of the Corporation; 6) To appoint and remove, with or without cause, the Board of Directors of the Corporation. 7) To appoint and/or remove, with or without cause, the President and Chief Executive Officer of the Corporation. 8) To approve operating/capital budgets and strategic plans of the Corporation. 9) To approve expenditures outside of operating and capital budgets exceeding defined thresholds according to policy which may be adopted from time to time by the Member. 10) To approve acquisitions, sales and leases, according to policy which may be adopted from time to time by the Member. 11) To establish and maintain employee benefit programs. 12) To establish and maintain insurance programs. 13) To approve major community fund drives. 14) To approve the appointment of auditors. 15) To adopt policies designed to effectuate the reserved powers of the Member. 16) To initiate and give final approval to equity and asset transfers by and between the Member and the Corporation and any affiliates or subsidiaries of the Member. 17) To initiate and give final approval to (i) any and all issuances of obligations under any existing or future master indentures binding the Corporation, any indebtedness (including, without limitation, capitalized leases) in excess of dollar thresholds as may be from time to time established by the Member, and (ii) any pledges of collateral for such indebtedness and any pledges of real estate as collateral for any indebtedness regardless of amount. 18) Full and exclusive power to execute supplemental master indentures, including, without limitation, those authorizing the issuance of obligations or series of obligations, (ii) full and exclusive power to prepare, or authorize the preparation of, any and all documents, agreements, swap agreements, investment contracts, certificates and disclosure materials (including, without limitation, Official Statements and any supplements thereto) reasonably and ordinarily prepared in connection with the issuance of obligations thereunder, or related bonds associated therewith and to execute and deliver such items to the appropriate parties in connection therewith and (iii) full and exclusive power to authorize the entrance of members to, or withdrawal of members from, any obligated group, subject to the other requirements of the applicable master indenture for such entrance or withdrawal.”

“Avera does not have any committees with authority to act on behalf of the governing body.”

“The Form 990 is prepared and reviewed by an independent accounting firm. The Form 990 is then reviewed by the Avera Health VP of Financial Reporting and Tax Manager. After initial internal review, the Form 990 is made available to various members of Avera Health Executive Management, including the Avera Health CFO, President/CEO and COO. In addition, the Form 990 is made available to the Facility CEO, other Operation Finance Leaders and the Facility Board members.”

“The Conflict of Interest Policy covers Board members, officers, and key employees. At each board meeting, a request is made for all Board members to disclose any potential conflict of interest pertaining to any item listed on the agenda or pertaining to any potential item that could be discussed during the course of the meeting. The Declaration of Conflict of Interest is recorded in the meeting minutes. The Board makes a determination of whether there is a conflict of interest and if so, implements the procedure for evaluating the issue or transaction involved. The board member or officer with the conflict must refrain from voting. A statement of conflict of interest disclosure is made on an annual basis by officers and directors. The information is maintained in a database and a report is provided to the Board.”

“The CEO and CFO-Avera Health are compensated by Avera Health. Annually the Compensation Committee of Avera Health, which is comprised of six (6) System Members appointed by the Religious Orders, meets with an independent consultant regarding fair market value of officers and key employees. The Compensation Committee approves all salaries based on comparable data and documents the basis for their decision in meeting minutes. Depending on the individual's role with the organization, some officers and key employees are compensated by Avera McKennan.”

“The Organization's governing documents and conflict of interest policy are not made available to the general public. The Organization's financial statements are attached to the Form 990 per IRS instructions and therefore available to the general public.”

“There is no written policy or procedure requiring the Organization to evaluate its participation in joint venture arrangements. In the event of any such proposed transaction the board, or a committee with delegated authority, reviews all materials, valuations, and operational aspects for any proposed transaction. Such transaction would be evaluated in accordance with the exempt status of the Organization and its applicable purposes. Any transaction also must be approved by the board and the member.”

“Purchased Services: Program service expenses 79,882,686. Management and general expenses 654,958. Fundraising expenses 133,738. Total expenses 80,671,382. Medical Professional Fees: Program service expenses 21,922,803. Management and general expenses 37,034. Fundraising expenses 0. Total expenses 21,959,837. Repairs & Maintenance: Program service expenses 25,571,375. Management and general expenses 375,989. Fundraising expenses 1,940. Total expenses 25,949,304. Centralized Services: Program service expenses 36,640,418. Management and general expenses 104,122,679. Fundraising expenses 0. Total expenses 140,763,097.”

“The issue price includes the filing Organization's share of the entire bond issue, which was issued to Avera Health on behalf of the Avera Obligated Group. The Avera Obligated Group consists of Avera Health, Avera McKennan, Avera St. Luke's, Avera Queen of Peace, Avera Sacred Heart, Avera Marshall, Avera St. Mary's, Avera St. Anthony's, Avera St. Benedict, Avera Holy Family, Avera Tyler, Avera Granite Falls, Avera Gettysburg, and Avera at Home. In accordance with IRS instructions, information related to the tax exempt bond reporting is being reported on Avera Health's tax return (EIN 46-0422673.)”

“Equity transfers -33,333. Other changes in net assets 1,174,231. Change in Interest of Avera Health Foundation 3,221,753.”

“The Audit Committee of Avera Health, parent organization of Avera McKennan, selects the auditor and reviews the consolidated audited financial statements for Avera Health, which inclues Avera McKennan.”