Intermountain Front Range Inc.

“The primary purpose for amending and restating the bylaws of scl health - front range, inc. Is to clarify that sclh-fr is a provider network that includes employed physicians not only in the metropolitan denver region but also in mesa county, colorado. The following are the key changes to sclh-fr's bylaws: * clarify that sclh-fr is a provider network, including employed physicians in the metropolitan denver region and mesa county, colorado; * clarify that the appointment of a finance committee is permissive not mandatory; * clarify that a "senior administrator" may be appointed in lieu of having a president/ceo; * expressly define that the member (scl health) may from time to time serve as the manager of one or more controlled affiliates and/or designate sclh-fr, or any other scl health controlled entity, as manager of any controlled entity; * expressly define the role of the sclh-fr board in overseeing quality and patient safety; and, * align inconsistencies within the bylaws regarding the election of officers of the board.”

“Members or stockholders sisters of charity of leavenworth health system, inc. (sclhs) is the sole member of scl health-front range, inc.”

“Power to elect or appoint members sisters of charity of leavenworth health system, inc., the sole member of scl health - front range, inc., approves members of scl health - front range, inc. Board of directors.”

“Decisions reserved to members or stockholders; sisters of charity of leavenworth health system, inc. (sclhs) has certain reserve powers to approve changes to the articles of incorporation and the bylaws including the appointment or removal of board members and the president/ceo. Sclhs also has certain reserve powers over any change in ownership of the corporation, change in mission, acquisition of assets, disposal of assets, leasing of assets, incurrence of debt, merger or dissolution, approval of strategic plans and budgets, appointment of auditors and oversight and approval of compensation and benefits for directors, officers, key employees and physicians.”

“Process used to review the form 990; the form 990 is prepared by the tax department of the parent organization, sisters of charity of leavenworth health system, inc. (sclhs). 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. Any questions are addressed to the tax director of sclhs prior to filing the form 990 with the internal revenue service.”

“Monitoring and enforcement of compliance with conflict of interest policy: scl health - front range, inc.,and the parent organization, sisters of charity of leavenworth health system, inc. (collectively referred to as scl health), regularly and consistently monitors and enforces its conflict of interest policy by providing education and training for its employees, staff, officers and directors. Persons considered to be in an influential position, such as board members, officers, physicians, executives and managers are all required to complete a conflict of interest statement on an annual basis to disclose any potential conflict issues. These statements are carefully reviewed by the scl health integrity and compliance department and appropriate leadership. A report is provided to sclhs' president/ceo and the board of directors. The business and affairs of scl health will at all times be conducted in a manner that is solely in the best interests of scl health 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 suggestive of a conflict of interest are prohibited. Any person in a position to exercise substantial influence over scl health 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 managers; 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 scl health ceo and/or the chair of the scl health board of directors to any items of concern. 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, obtain a statement form, complete and return it to the scl health 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 (if an employee other than the organizations scl health ceo) or to the applicable board or committee chair (if the scl health ceo or a board or committee member), even if the conflict of interest has been previously disclosed. With regard to employees other than the scl health ceo, the interested person's supervisor will determine whether a conflict of interest exists. With regard to the scl health ceo and board or committee members, the remaining members of the board or committee will determine whether a conflict of interest exists. Person(s) responsible for the determination should obtain further guidance from the scl health integrity and compliance or legal departments. Upon making his or her disclosure, the interested person will leave the me”

“Form 990, part vi, section b (policies) lines 15(a) & 15(b) the organization's officers and senior management are paid by a related organization, sisters of charity of leavenworth health system, inc. (scl health). Compensation for the officers and senior management is managed by the scl health board compensation committee (committee) on behalf of scl health and all of its affiliates. The committee reviews and approves compensation arrangements of the officers and senior management and makes recommendations to scl health'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 scl health and current compensation surveys compiled by an independent firm. Consistent with the pay philosophy set by scl health'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, scl health 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.”

“Availability of governing documents, conflict of interest policy, and financial statements available to the public the organization makes its conflict of interest policy, financial statements, and governing documents available upon request.”

“Description of program service achievements scl health - front range, inc. (sclhfr) operates lutheran medical center (lmc) serving primarily western and southern suburban areas of metro denver and good samaritan medical center (gsmc), serving primarily boulder and northwest counties of metro denver, and other affiliated medical operations. The system's collective program services accomplishments include but are not limited to the following: medical services are provided to all who seek service regardless of race, creed, sex, national origin, handicap, age, or ability to pay. Although reimbursement for services is critical for the operation and stability of the sisters of charity of leavenworth health system, it is recognized that not all individuals possess the ability to purchase essential medical services. The mission of scl health is "we reveal and foster god's healing love by improving the health of the people and communities we serve, especially those who are poor and vulnerable". Therefore, in keeping with sclhfr's commitment to serve all members of its community, free care and/or subsidized care will be considered and provided where the need and/or an individual's inability to pay exist. In addition, sclhfr recognizes the essential need to be exceptional stewards of medicare, medicaid and community/private funding dollars. For 2016, scl health - front range, inc. Provided benefits to the community which went to caring for those who are poor and vulnerable through charity care, unreimbursed medicaid and other means - tested government programs. Sclhfr provided additional benefits to the community which went to improving the health of the hospital's community through health education, community programs, subsidized health services and environmental improvements. Sclhfr also recognizes the essential need to enhance and improve medical outcomes, quality and services. In response, a best in the nation strategy and program was implemented. The objectives of the program are to be the best in the nation in predefined quality, service and cost indicators. The quality indicators are in alignment with major publicly comparable databases, including the colorado health and hospital association and centers for medicare and medicaid services. Collectively with its 560 licensed beds at lmc and gsmc, sclhfr served the community with over 25,000 inpatient admissions and nearly 243,000 total outpatient visits while providing surgical services to over 17,000 recipients. Total births at sclhfr were 4,817. -comprehensive medical services include, but are not limited to, cardiology, oncology, orthopedic, women and family, pediatrics, emergency and trauma, neonatal intensive care,neurology, neurosurgery, ob/gyn, general surgical and medical, primary care, internal medicine, behavioral health, hospice care and integrative health services. A strong commitment to the health of the community is further exemplified by, but not limited to, the following programs; -the cancer center at lmc includes all stages of care including initial diagnosis; providing monitoring, and managing medications. The center includes state-of-the-art-radiation oncology center, infusion center, oncology unit, clinical trials, nutrition counseling, social work services, site specific care team, education and support services. -at the heart and neurovascular center, patients are treated by an interdisciplinary team for cardiac and neurological care. Patients do not need to be transferred to another facility. The center features advanced imaging equipment and neurological suites to speed patients' care. -the breast care center, accredited by the american college of radiology and the national accreditation breast care center, provides a full range of high-tech services in its screening and diagnostic suites including digital mammography screenings and diagnostic services, ultrasound, stereotactic biopsies, medical consultation, education, as well as an alternative health cente”

“-neurosurgery, including o-arm technology for complex neurosurgical cases and the opmi pentero microscope, a state of the art improvement in intra-operative visualization for brain tumors and aneurysms, the only one of its kind in the region. Gsmc also began a deep brain stimulation service for treatment of severe movement disorder like advanced parkinson's disease. -interventional and diagnostic radiology including a 64-slice ct scanner. Other services include mri, ultrasound and diagnostic imaging. -gsmc's health & healing center offers inpatient and outpatient integrative care (acupuncture, massage, healing touch, pulmonary rehabilitation, physical therapy and cardiac rehabilitation). -gsmc provides wellness quest, a comprehensive education program with opportunities for all ages. Through education, reliable health information and support, the program partners with doctors, other health care experts and schools to improve community health. -gsmc works closely with clinica campesina, a lafayette-based, federally-qualified clinic for indigent and low income individuals in boulder county, providing assistance to families in need. Lmc works closely with metro community provider network, a federally qualified health center also serving indigent and low income individuals and families in jefferson county. -gsmc and lmc are designated "baby-friendly hospitals" that support breastfeeding on newborns and promotes the initiation of breastfeeding within 1 hour of birth and allows mothers and infants to remain together 24 hours a day. -gsmc and lmc offer the "baby's first ride program" as a service to all families delivering at our hospital. Parents are taught the proper way to install and use a car seat to ensure their baby's first ride is a safe one.”

“Equity transfer - system acquisition cost -187,177,805. Equity transfer - capitalize denver joint ventures 7,233,334. Equity transfer - mount saint vincent subsidies -2,533,334. Equity transfer - interest expense paid in excess of interest income earned -27,702,200. Book vs. Tax depreciation 18,675.”