Christus Continuing Care

“Form 990, PAGE 1, ITEM C CHRISTUS Visiting Nurse Association of Houston CHRISTUS Visiting Nurse Association Community Care San Antonio CHRISTUS VNA Hospice and Palliative Care San Antonio CHRISTUS HomeCare Spohn CHRISTUS Hospice and Palliative Care Spohn CHRISTUS VNA HomeCare San Antonio CHRISTUS HomeCare St. Michael CHRISTUS HomeCare Pharmacy CHRISTUS VNA Hospice and Palliative Care of Houston CHRISTUS Dubuis Health System CHRISTUS DUBUIS Hospital of Houston CHRISTUS DUBUIS Hospital of Beaumont CHRISTUS DUBUIS Hospital of Port Arthur CHRISTUS DUBUIS Hospital of Bryan DUBUIS Hospital of Paris CHRISTUS At Home CHRISTUS Sister Mary Hospice Center CHRISTUS DUBUIS HOSPITAL OF ALEXANDRIA CHRISTUS HOMECARE CHRISTUS HOSPICE AND PALLIATIVE CARE - SCHUMPERT Description of Classes of Members or Stockholders Form 990, Part VI, Question 6 CHRISTUS Health is the sole corporate member of the filing organization.”

“Form 990, Part VI, Question 7a Christus Health, the sole corporate member of the filing organization, has the power to appoint all members of the filing organization's governing body.”

“Form 990, Part VI, Question 7b THE POWERS RESERVED FOR CHRISTUS HEALTH, THE SOLE CORPORATE MEMBER, ARE: TO ADOPT, APPROVE AND INTERPRET THE PHILOSOPHY, MISSION, AND VISION OF CHRISTUS CONTINUING CARE (THE "CORPORATION"), AS WELL AS ANY CHANGES THERETO, WITH OR WITHOUT PRIOR ACTION OR RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE CORPORATION; TO ADOPT AND APPROVE ANY AMENDMENTS, MODIFICATIONS OR RESTATEMENTS OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION, WITH OR WITHOUT PRIOR ACTION OR RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE CORPORATION; TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION, OR THE PRESIDENT, WITH OR WITHOUT PRIOR ACTION OR RECOMMENDATION OF THE BOARD OF DIRECTORS OR NOMINATING COMMITTEE, IF ANY, OF THE CORPORATION; TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIRPERSON OF THE BOARD OF DIRECTORS OF THE CORPORATION, WITH OR WITHOUT PRIOR ACTION OR RECOMMENDATION OF THE BOARD OF DIRECTORS OR NOMINATING COMMITTEE, IF ANY, OF THE CORPORATION; TO APPROVE THE INCURRING, INCLUDING THROUGH THE GUARANTEE OF THE DEBT OF ANOTHER, RENEWING OR FORGIVENESS OF ANY INDEBTEDNESS BY THE CORPORATION, IN EXCESS OF $10,000 WITH OR WITHOUT PRIOR ACTION OR RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE CORPORATION; TO APPROVE THE CAPITAL AND OPERATIONAL BUDGETS OF THE CORPORATION AND ANY FINANCIAL REVIEW OF THE BOOKS AND RECORDS OF THE CORPORATION, INCLUDING AUDIT OR SOME LESSER FINANCIAL REVIEW OF THE BOOKS AS DEEMED NECESSARY BY THE MEMBER; TO APPROVE THE STRATEGIC PLANS OF THE CORPORATION; TO APPROVE ANY GIFT OF PROPERTY (OTHER THAN CASH, MARKETABLE SECURITIES, OR BONDS) TO THE CORPORATION AND THE APPROVAL OF ANY RESTRICTIONS IMPOSED AS A CONDITION OF ACCEPTING SUCH GIFT; TO APPROVE ANY LOAN, GIFT, GRANT, OR CONTRIBUTION TO A QUALIFYING TAX-EXEMPT ORGANIZATION OR ANY OTHER ORGANIZATION; TO APPROVE ANY CHANGE OF THE PRINCIPAL OFFICE OF THE CORPORATION; ANY MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR DISSOLUTION OF THE CORPORATION OR ANY LOCAL ENTITY CONTROLLED BY THE CORPORATION, PROVIDED THAT SUCH CORPORATION OR LOCAL ENTITY DOES NOT OWN DESIGNATED MINISTRY PROPERTY; AND ANY TRANSACTION INVOLVING THE CORPORATION OR A LOCAL ENTITY CONTROLLED BY THE CORPORATION, THE EFFECT OF WHICH IS (A) TO CREATE A NEW LOCAL ENTITY, (B) ANY TRANSACTION INVOLVING THE CORPORATION OR A LOCAL ENTITY THE EFFECT OF WHICH IS TO CREATE A NEW LEGAL ENTITY OR JOINT VENTURE, OR (C) ANY CHANGES IN BUSINESS PURPOSE OR RELATIONSHIP OF ANY LOCAL ENTITY APPROVED UNDER (A) OR LEGAL ENTITY OR JOINT VENTURE APPROVED UNDER (B). The powers reserved to the Member and the Members of CHRISTUS in the event that either (1) CHRISTUS has designated the Corporation or a local entity controlled by the Corporation as a System Participant, or (2) the Corporation or a legal entity controlled by the Corporation owns designated ministry property: The sale, lease, mortgage, transfer, or encumbrance of real property of the Corporation or any local entity controlled by the Corporation when the amount involved is in excess of a threshold amount as required by canon law; any course of action proposed by the Corporation or a local entity controlled by the Corporation that owns designated ministry property, the effect of which would be to change: (a) ownership, management or control of designated ministry property, except ordinary course of business office and space leases, (b) the fundamental use of designated ministry property by obtaining, modifying, or relinquishing a type of health facility license that would significantly change the nature of the facility, or (c) if these services are applicable to the Corporation or a local entity controlled by the Corporation, the elimination of obstetrical, pediatric, psychological or emergency services provided in connection with designated ministry property; any merger, consolidation, acquisition, liquidation, or dissolution of the Corporation or any local entity controlled by th”

“Form 990, Part VI, Question 11B The Form 990 is prepared and reviewed by the organization's external independent accountants. The CHRISTUS Health Accounting department works with an external accounting firm in preparation and review of the Form 990. The filing organization's CFO, or other designee, reviews the Form 990. The final Form 990 that will be filed with the IRS is posted to a secure internet portal for all members of the Board of Directors to view. Review of the final Form 990 occurs prior to filing with the IRS in the Spring of 2015 via a web portal polling tool by the respective CHRISTUS Organization's board, based on a set of suggested review processes developed by CHRISTUS Health.”

“Form 990, Part VI, Question 12c AT THE END OF EACH CALENDAR YEAR, THE CHRISTUS CONTINUING CARE CORPORATE SECRETARY DISTRIBUTES A CONFLICT OF INTEREST QUESTIONNAIRE TO ALL OF THE ORGANIZATION'S BOARD AND COMMITTEE MEMBERS FOR COMPLETION PRIOR TO THE 1ST OF JANUARY IN THE NEXT YEAR. THE CORPORATE SECRETARY THOROUGHLY REVIEWS ALL COMPLETED AND EXECUTED CONFLICT OF INTEREST QUESTIONNAIRE FORMS TO ENSURE ACCURACY AND THAT NO POTENTIAL OR IDENTIFIED CONFLICT IS DISCLOSED OR EXISTS. THE ORGANIZATION'S BOARD OF DIRECTORS IS RESPONSIBLE FOR ENFORCEMENT OF THE CONFLICT OF INTEREST POLICY OF THE ORGANIZATION.”

“Form 990, Part VI, Questions 15a & 15b THE EXECUTIVE COMPENSATION COMMITTEE OF CHRISTUS HEALTH DETERMINES THE COMPENSATION OF THE CEO (OR EXECUTIVE DIRECTOR, AS APPLICABLE), OFFICERS AND KEY EMPLOYEES OF CHRISTUS HEALTH AND CERTAIN OTHER OFFICERS AND ONE KEY EMPLOYEE OF THE FILING ORGANIZATION. THE EXECUTIVE COMPENSATION COMMITTEE IS COMPOSED OF INDIVIDUALS WHO HAVE NO CONFLICT OF INTEREST WITH THE COMPENSATION ARRANGEMENTS AT HAND. THE EXECUTIVE COMPENSATION COMMITTEE OF THE CHRISTUS HEALTH BOARD SELECTS AN INDEPENDENT EXTERNAL FIRM TO PERFORM AN INDEPENDENT COMPENSATION REVIEW, TO ENSURE THAT ALL COMPENSATION IS REASONABLE AND COMPARABLE TO OTHER SIMILARLY SITUATED ORGANIZATIONS, FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS, AND TO PROVIDE SUPPORTING INFORMATION OF COMPENSATION DECISIONS. ON AN ANNUAL BASIS THE EXTERNAL CONSULTANT: 1. DEVELOPS THE MERIT INCREASE RECOMMENDATIONS FOR ALL DESIGNATED SYSTEM EXECUTIVES BASED ON MARKET COMPARABILITY. 2. RECOMMENDS THE CHANGES IN THE COMPENSATION STRUCTURE (GRADES) BASED ON THE MARKET CHANGES. 3. COMPLETES A REVIEW AND EVALUATION OF NEWLY CREATED POSITIONS TO RECOMMEND A GRADE PLACEMENT TO THE COMMITTEE FOR ITS DISCUSSION AND APPROVAL. ON A BI-ANNUAL BASIS, THE EXTERNAL CONSULTANT COMPLETES A DETAILED REVIEW OF ALL OTHER DESIGNATED SYSTEM EXECUTIVES' COMPENSATION AND BENEFITS. THIS GROUP INCLUDES ALL TOP MANAGEMENT OFFICIALS, OTHER OFFICERS AND KEY LEADERS OF THE ORGANIZATION. THE REVIEW INCLUDES RECOMMENDATIONS TO THE COMMITTEE ON ANY CHANGES NECESSARY IN EITHER SPECIFIC COMPENSATION OR COMPENSATION STRUCTURE TO ENSURE MARKET COMPETITIVENESS, REASONABLENESS AND INTERNAL EQUITY. UPON RECOMMENDATIONS FROM THE INDEPENDENT EXTERNAL FIRM, THE EXECUTIVE COMPENSATION COMMITTEE MAKES FINAL COMPENSATION DECISIONS. ADDITIONALLY, THE EXECUTIVE COMPENSATION COMMITTEE REVIEWS ALL COMPENSATION PAYMENTS FOR EXCESS BENEFIT TRANSACTIONS. THE DISCUSSION AND DECISIONS OF THE COMMITTEE ARE DOCUMENTED AND FORMALIZED IN THE COMMITTEE MINUTES AND MAINTAINED ON RECORD. EFFECTIVE 12/7/11, THE FILING ORGANIZATION DETERMINED THE COMPENSATION OF THE ASSISTANT CORPORATE SECRETARY BY USE OF AN INDEPENDENT AND EXTERNAL CONSULTANT. THE CONSULTANT HELPS DETERMINE PAY RATES FOR THE ASSOCIATES OF THE FILING ORGANIZATION, TAKING INTO ACCOUNT MARKET DATA AND SHIFT DIFFERENTIAL. BASED ON THE AFOREMENTIONED PROCEDURE, THE ASSISTANT CORPORATE SECRETARY'S COMPENSATION IS NOT REVIEWED BY A COMPENSATION COMMITTEE.”

“Form 990, Part VI, Question 18 CHRISTUS HEALTH AND MOST OF ITS AFFILIATED ENTITIES DO NOT HAVE FORMS 1023 BECAUSE OF THEIR INCLUSION IN THE IRS GROUP RULING WITH THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS, WHICH COVERS THE ORGANIZATION LISTED IN THE ANNUAL OFFICIAL CATHOLIC DIRECTORY. CHRISTUS HEALTH'S WEBSITE DISPLAYS THE IRS GROUP RULING AND RELEVANT ANNUAL OFFICIAL CATHOLIC DIRECTORY PAGES FOR THE ORGANIZATIONS RELATED TO CHRISTUS HEALTH. FORMS 990 AND 990-T ARE MADE AVAILABLE UPON REQUEST.”

“Form 990, Part VI, Question 19 The Consolidated Audited Financial Statements of CHRISTUS Health are made available to the public via the Christus Health website. The organization's governing documents and conflict of interest policy are not made available to the public. OTHER CHANGES IN NET ASSETS FORM 990, PART XI, LINE 9 Pension Liability/Expense - $2,519,714 Temporary Restricted Contributions - $814,713 Transfer of Net Assets between Entities - $105,031 Assets Released from Restictions - ($959,820) Pension Funding - ($1,433,033) rounding - ($1) TOTAL - $1,046,604”

“Description:purchased services total fees:9059671”

“Description:medical fees total fees:943666”

“Description:consulting fees total fees:485871”

“Description:physician fees total fees:314006”

“Description:recruitment/placement fees total fees:188428”

“Description:processing fees total fees:41”