Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
St Mary's Healthcare Center
Employer identification number
46-0230199
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
St Mary's Healthcare Center
Employer identification number
46-0230199
Identifier
Return Reference
Explanation
Significant Changes in Program Services
FORM 990, PART III
DURING THE FISCAL YEAR ENDING JUNE 30, 2011, CATHOLIC HEALTH INITIATIVES ("CHI"), A RELATED ORGANIZATION, CREATED CHI NATIONAL HOME CARE ("CNHC"), A COLORADO NONPROFIT CORPORATION THAT WILL BE OPERATED TO HOUSE CHI'S TAX-EXEMPT HOME HEALTH ACTIVITIES. CHI NATIONAL SERVICES ("CNS"), A COLORADO NONPROFIT AND THE SOLE CORPORATE MEMBER OF CNHC, WAS FORMED TO SERVE AS A SUPPORT STRUCTURE FOR CHI'S NATIONAL SERVICE LINES ACROSS THE COUNTRY. CHI NATIONAL SERVICES WILL SERVE AS A HOLDING COMPANY, PERMITTING MAXIMUM OPERATIONAL AND GOVERNANCE FLEXIBILITY WITH RESPECT TO THE FUTURE FOR-PROFIT AND CURRENT TAX-EXEMPT NATIONAL BUSINESS LINES SERVED BY CHI. THE CONSOLIDATION OF THE HOME CARE OPERATIONS WILL REDUCE VARIATION IN CLINICAL OUTCOMES, LOWER THE COST OF ADMINISTRATIVE AND BACK OFFICE SERVICES, ENHANCE GROWTH THROUGH THE STANDARDIZED MARKETING PROGRAM, AND ENHANCE OVERALL CORPORATE COMPLIANCE THROUGH STANDARDIZATION AND REVIEW. DURING THE FISCAL YEAR ENDING JUNE, 30 2011, ST. MARY'S HEALTHCARE CENTER TRANSFERRED THEIR HOME CARE SERVICE DIVISION TO CNHC.
Executive Committee
FORM 990, PART VI, Q. 1a
Pursuant to Section 8.6 of the Bylaws of St. Mary's Healthcare Center, The Executive Committee is COMPOSED OF THE CHAIRPERSON OF THE BOARD, THE VICE CHAIRPERSON OF THE BOARD, AND THE PRESIDENT AND CEO OF THE ORGANIZATION, EACH OF WHOM SHALL SERVE AS AN EX OFFICIO VOTING MEMBER OF THE EXECUTIVE COMMITTEE. Each individual appointed to the Executive Committee HAS THE POWER TO TRANSACT THE ROUTINE BUSINESS OF THE CORPORATION IN THE INTERIM PERIODS BETWEEN REGULARLY SCHEDULED MEETINGS OF THE BOARD OF DIRECTORS, PROVIDED THAT THEIR ACTIONS ARE CONSISTENT WITH ANY ACTIONS OR POLICIES OF THE BOARD OR THE CORPORATE MEMBER. ALL ACTIONS TAKEN ARE CONTEMPORANEOUSLY DOCUMENTED AND REPORTED TO THE BOARD AT THE EARLIEST MEETING. Pursuant to Section 8.1 of the Corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation.
Members/stockholders
FORM 990, PART VI, Q 6
THE SOLE CORPORATE MEMBER OF ST. MARY'S HEALTHCARE CENTER IS CATHOLIC HEALTH INITIATIVES, A COLORADO NONPROFIT CORPORATION.
Members/Stockholders Electing Governing Body
FORM 990, PART VI, Q. 7a
THE ORGANIZATION'S SOLE CORPORATE MEMBER HAS THE POWER TO REMOVE, REPLACE OR APPOINT THE MEMBERS OF THE ORGANIZATION'S GOVERNING BODY.
Approval of Governing Body Decisions by Members/Stockholders
Form 990, Part VI, Q. 7b
The organization's corporate member is Catholic Health Initiatives ("CHI"). Pursuant to Section 5.4.1 of the organization's bylaws, the corporate member has reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the CHI Board: - Substantial change in the mission or philosophy of St. Mary's Healthcare Center - Amendment of the corporate documents of St. Mary's Healthcare Center - Approve members of the St. Mary's Healthcare Center board - Removal of a member of the governing body of St. Mary's Healthcare Center - Approval of issuance of debt by St. Mary's Healthcare Center - Approval of participation of St. Mary's Healthcare Center in a joint venture - Approval of formation of a new corporation by St. Mary's Healthcare Center - Approval of a merger involving St. Mary's Healthcare Center - Approval of the sale of all or substantially all of the assets of St. Mary's Healthcare Center - To require the transfer of assets by St. Mary's Healthcare Center to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. - Adoption of long range and strategic plans for St. Mary's Healthcare Center Pursuant to section 5.5.2 of the organization's bylaws, CHI may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and the President and Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.
PROCESS THE ORGANIZATION USES TO REVIEW FORM 990
Form 990, Part VI, Q. 11b
Once the return is prepared, the return is reviewed by the Chief Financial Officer. The Chief Financial Officer either presents the return to the board at a board meeting or an electronic copy of the return is sent to each board member by email for their review. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.
Procedures for Monitoring and Enforcing the COI Policy
FORM 990, PART VI, Q. 12C
Conflicts of interest for all employees are covered in the standards of conduct, found in "Our Values and Ethics at Work", a resource which is given to all employees upon hiring and completion of the acknowledgement and certification statement is required as a condition of employment. Our HR policy addresses conflict of interest situations and describes the consequences of proven conflicts of interest. Additionally, the CFO requires that key employees annually sign a conflict of interest statement that is kept on file by the CFO. The CRO investigates any reported potential conflicts of interest and recommends appropriate action based on findings. St. Mary's Healthcare Center has a Board Policy that references the duality of interest and conflict of interest policies provided by CHI National. At the annual Board and committee meetings all members are requested to sign conflict of interest statements. The signed statements are retained in the administrative files. All members are requested to declare potential conflicts of interest at each Board and/or Committee Meetings of the Board. If the Board finds that a conflict does exist regarding the agenda items to be presented for action, members are requested to abstain from voting. In addition, a questionnaire is sent annually to all Board members and top paid employees asking them to disclose any business or family relationships.
Process for Determining CEO's Compensation
FORM 990, PART VI, Q. 15A
The organization's CEO's compensation is paid by CHI. CHI has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. CHI uses The Hay Group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The Hay Group reviews both cash and total compensation for overall reasonableness, for adherence to CHI's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by Hay Group to the HR committee of the CHI Board of Stewardship Trustees annually at their September meeting and minutes are shared with the full board at the December meeting. The last review was September, 2011. In addition, in December 2009, Hay Group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels.
Process for Determining Compensation - Officers/Key Employees
FORM 990, PART VI, Q. 15b
ANY TOP MANAGEMENT COMPENSATION PAID BY THE ORGANIZATION WAS SET BY A COMPENSATION COMMITTEE WHO UTILIZED AN INDEPENDENT CONSULTANT AND COMPARABILITY STUDIES TO DETERMINE COMPENSATION. THE BOARD OF DIRECTORS OVERSEES THE COMPENSATION SETTING PROCESS AND ENSURES REASONABLENESS AND COMPLIANCE WITH ST. MARY'S HEALTHCARE CENTER'S COMPENSATION PHILOSOPHY.
Joint Venture Policy
Form 990, Part VI, Q. 16b
ST. MARY'S HEALTHCARE CENTER has not formally adopted a written policy or written procedure regarding joint ventures. However CHI's system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests; and (5) all contracts entered into by the partnership with the exempt organization must be at arm's-length, with prices set at fair market value. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.
Public Inspection of Documents
FORM 990, PART VI, Q. 19
The organization's FINANCIAL STATEMENTS ARE INCLUDED IN CATHOLIC HEALTH INITIATIVES' CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.CATHOLICHEALTHINIT.ORG OR AT WWW.DACBOND.COM. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS are not publicly available.
Estimate of Hours
FORM 990, PART VII
COMPENSATION REPORTED ON FORM 990, PART VII WAS PAID TO THESE INDIVIDUALS BY RELATED ORGANIZATIONS IN EXCHANGE FOR THE FULFILLMENT OF THEIR DUTIES AS FULL-TIME, 60 HOUR-PER-WEEK EMPLOYEES.
Other Changes in Net Assets
Form 990, Part XI, Q. 5
UNREALIZED GAIN/LOSS $3,319,770 CAPITAL RESOURCE POOL CONTRIBUTION (750,144) CHI Connect Depreciation 173,733 ---------- TOTAL 2,743,359
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.