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
2012
Open to Public Inspection
Name of the organization
REGINA MEDICAL CENTER
Employer identification number
41-0740678
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 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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
If the organization did not check a 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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2012
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
2012
Open to Public Inspection
Name of the organization
REGINA MEDICAL CENTER
Employer identification number
41-0740678
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 1
AS IN PRIOR YEARS, REGINA MEDICAL CENTER DELEGATED CERTAIN AUTHORITY TO AN EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS (SEE 2011 FORM 990, SCHEDULE O FOR ADDITIONAL DETAIL). ON SEPTEMBER 1, 2013 ALLINA HEALTH SYSTEM BECAME THE SOLE MEMBER OF REGINA MEDICAL CENTER. ALLINA HEALTH SYSTEM APPOINTED A THREE MEMBER BOARD OF DIRECTORS [SEE ALSO RESPONSE TO FORM 990, PART VI, SECTION A, LINE 4].
FORM 990, PART VI, SECTION A, LINE 4
ON SEPTEMBER 1, 2013 REGINA MEDICAL CENTER'S ARTICLES OF INCORPORATION, BYLAWS AND OTHER ORGANIZING DOCUMENT WERE AMENDED TO FACILIATE A TRANSACTION IN WHICH ALLINA HEALTH SYSTEM, A NON-PROFIT TAX-EXEMPT ORGANIZATION, BECAME THE SOLE MEMBER ORGANIZATION OF REGINA MEDICAL CENTER. MANY GOVERNANCE CHANGES WERE MADE. HOWEVER, THE ORGANIZATION'S EXEMPT PURPOSE AND MISSION REMAINED THE SAME. ON DECEMBER 31, 2013, REGINA MEDICAL CENTER MERGED WITH AND INTO ALLINA HEALTH SYSTEM.
FORM 990, PART VI, SECTION A, LINE 6
FROM OCTOBER 1, 2012 TO SEPTEMBER 1, 2103 REGINA MEDICAL CENTER'S CORPORATE MEMBERS WERE REGINA HEALTHCARE, INC., WHICH HAD A 75 PERCENT CORPORATE MEMBERSHIP AND ALLINA HEALTH SYSTEM WHICH HAD A 25 PERCENT CORPORATE MEMBERSHIP. ON SEPTEMBER 1, 2013 ALLINA HEALTH SYSTEM BECAME THE SOLE CORPORATE MEMBER OF REGINA MEDICAL CENTER. ON DECEMBER 31, 2013 REGINA MEDICAL CENTER MERGED WITH AND INTO ALLINA HEALTH SYSTEM [SEE ALSO RESPONSE TO FORM 990, PART VI, SECTION A, LINE 4].
FORM 990, PART VI, SECTION A, LINE 7A
FROM OCTOBER 1, 2012 TO SEPTEMBER 1, 2013, REGINA MEDICAL CENTER'S CORPORATE MEMBERS WERE REGINA HEALTHCARE, INC., WHICH HAD A 75 PERCENT CORPORATE MEMBERSHIP AND ALLINA HEALTH SYSTEM WHICH HAD A 25 PERCENT CORPORATE MEMBERSHIP. EACH MEMBER HAD AUTHORITY TO APPOINT A CERTAIN NUMBER OF DIRECTORS AND HAD CERTAIN RESERVE POWERS [SEE THE 2011 FORM 990 SCHEDULE O FOR ADDITIONAL DETAILS]. ON SEPTEMBER 1, 2013 ALLINA HEALTH SYSTEM BECAME THE SOLE CORPORATE MEMBER OF REGINA MEDICAL CENTER. ON DECEMBER 31, 2013 REGINA MEDICAL CENTER MERGED WITH AND INTO ALLINA HEALTH SYSTEM. PRIOR TO REGINA MEDICAL CENTER'S DECEMBER 31, 2103 MERGER WITH AND INTO ALLINA HEALTH SYSTEM, AS THE SOLE CORPORATE MEMBER ORGANIZATION, ALLINA HEALTH SYSTEM HELD CERTAIN RESERVE POWERS OVER REGINA MEDICAL CENTER. THE RESERVE POWERS ARE FULLY DESCRIBED IN REGINA MEDICAL CENTER'S GOVERNING DOCUMENTS IN EFFECT AT THAT TIME AND INCLUDED SUCH POWERS AS ELECTION AND APPROVAL OF DIRECTORS, APPROVAL OF AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS, APPROVAL OF STRATEGIC PLANS AND CAPTIAL AND OPERATING BUDGETS, APPROVAL OF PLANS OF MERGER OR CONSOLIDATION, APPROVAL OF DEBT OR EXPENDITURES, AND VARIOUS OTHER RESERVED POWERS AS DESCRIBED THEREIN.
FORM 990, PART VI, SECTION A, LINE 7B
SEE RESPONSE TO FORM 990, PART VI, SECTION A, LINE 7A.
FORM 990, PART VI, SECTION B, LINE 11
THE REGINA MEDICAL CENTER FORM 990 WAS PREPARED BY THE TAX SERVICES FUNCTION OF ALLINA HEALTH SYSTEM. THE FORM 990 FILING WAS SUBJECTED TO A RIGOROUS REVIEW PROCESS BY ALLINA'S TAX MANAGER AND TAX DIRECTOR. ALLINA'S VICE PRESIDENT OF FINANCE & TREASURY ALSO PERFORMED AN EXECUTIVE REVIEW OF THE FORM 990. AFTER THE MANAGEMENT REVIEW PROCESS DESCRIBED ABOVE WAS COMPLETED, THE FINAL FORM 990, AS ULTIMATELY FILED WITH THE INTERNAL REVENUE SERVICE [IRS], WAS PROVIDED TO EACH VOTING MEMBER OF THE ALLINA HEALTH SYSTEM BOARD OF DIRECTORS. THE ALLINA HEALTH SYSTEM BOARD OF DIRECTORS REVIEWED THE FORM 990, APPROVED THE FILING, AND AUTHORIZED AND DIRECTED THE OFFICERS TO FILE THE FORM 990 WITH THE IRS AND THE MINNESOTA CHARITABLE ORGANIZATION ANNUAL REPORT TO BE FILED WITH THE MINNESOTA ATTORNEY GENERAL. THE BOARD OF DIRECTORS RESOLUTION ALSO DIRECTED OFFICERS TO FILE THE FORM 990 WITH THE IRS, THE CHARITABLE ANNUAL REPORT WITH THE CHARITIES DIVISION OF THE OFFICE OF THE MINNESOTA ATTORNEY GENERAL. THE ABOVE STATED REVIEW AND APPROVAL PROCESS OCCURRED PRIOR TO FILING THE REGINA MEDICAL CENTER FORM 990 WITH THE IRS, THE MINNESOTA CHARITABLE ORGANIZATION ANNUAL REPORT WITH THE MINNESOTA ATTORNEY GENERAL.
FORM 990, PART VI, SECTION B, LINE 11
THIS REGINA MEDICAL CENTER FORM 990 WAS PREPARED BY THE TAX SERVICES FUNCTION OF ALLINA HEALTH SYSTEM. THE FORM 990 FILING WAS SUBJECTED TO A RIGOROUS REVIEW PROCESS BY ALLINA'S TAX MANAGER AND TAX DIRECTOR. ALLINA'S VICE PRESIDENT OF FINANCE & TREASURY ALSO PERFORMED AN EXECUTIVE REVIEW OF THE FORM 990. AFTER THE REVIEW PROCESS DESCRIBED ABOVE WAS COMPLETED, A COMPLETE COPY OF THE FINAL FORM 990 AS ULTIMATELY FILED WITH THE INTERNAL REVENUE SERVICE [IRS] WAS PROVIDED TO A MANAGING GROUP CONSISTING OF EACH VOTING MEMBER OF THE REGINA MEDICAL CENTER BOARD OF DIRECTORS THAT EXISTED IMMEDIATELY PRIOR TO ITS DECEMBER 31, 2013 MERGER WITH ALLINA HEALTH SYSTEM [SEE ALSO RESPONSE TO FORM 990, PART VI, SECTION A, LINE 4]. THE MANAGING GROUP REVIEWED AND APPROVED THE FILING, AND AUTHORIZED AND DIRECTED ALLINA OFFICERS TO FILE THE FORM 990 WITH THE IRS AND ALSO FILE THE MINNESOTA CHARITABLE ORGANIZATION ANNUAL REPORT WITH CHARITIES DIVISION OF THE OFFICE OF THE MINNESOTA ATTORNEY GENERAL. THE ABOVE STATED REVIEW AND APPROVAL PROCESS OCCURRED PRIOR TO FILING THE REGINA MEDICAL CENTER FORM 990 WITH THE IRS AND THE MINNESOTA CHARITABLE ORGANIZATION ANNUAL REPORT WITH THE MINNESOTA ATTORNEY GENERAL. A COMPLETE COPY OF THE FINAL FORM 990 AS ULTIMATELY FILED WITH THE INTERNAL REVENUE SERVICE [IRS] WAS ALSO PROVIDED TO EACH VOTING MEMBER OF ALLINA HEALTH SYSTEM'S BOARD OF DIRECTORS ON AUGUST 5, 2014 FOR THEIR REVIEW AND BEFORE ITS FILING WITH THE IRS. THE ALLINA HEALTH SYSTEM BOARD OF DIRECTORS SHALL APPROVE THE FORM 990 AT ITS SEPTEMBER 10, 2014 MEETING.
FORM 990, PART VI, SECTION B, LINE 12C
CONFLICT OF INTEREST QUESTIONNAIRES ARE COMPLETED ANNUALLY. POTENTIAL CONFLICTS ARE REPORTED TO THE BOARD CHAIR. MEMBERS WITH POSSIBLE CONFLICTS ARE PERMITTED TO PARTICIPATE IN DISCUSSION, BUT NOT VOTE IN A MATTER THAT IS A POTENTIAL MATTER OF CONFLICT OF INTEREST.
FORM 990, PART VI, SECTION B, LINE 15
A REVIEW OF ALL ASPECTS OF COMPENSATION IS CONDUCTED ON AN ANNUAL BASIS. ANY RECOMMENDED CHANGES DUE TO INTERNAL ORGANIZATION MODIFICATIONS, EXTERNAL MARKET CONDITIONS, OR ADMINISTRATIVE REQUIREMENTS WILL BE PROPOSED TO THE CHIEF EXECUTIVE OFFICER FOR IMPLEMENTATION DURING THE NEXT PLAN YEAR. THE COMPENSATION REVIEW IS USED BY THE CHIEF EXECUTIVE OFFICER TO BUDGET FOR THE UPCOMING YEAR. ULTIMATELY, THE BUDGET IS APPROVED BY THE BOARD OF DIRECTORS. THE CHIEF EXECUTIVE'S COMPENSATION IS BASED UPON MARKET CONDITIONS GATHERED FROM STATE AND NATIONAL WAGE SURVEYS AND IS APPROVED BY THE BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION C, LINE 19
REGINA MEDICAL CENTER'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. TO ARRANGE AN INSPECTION OR RECEIVE A COPY, PLEASE CONTACT THE FOLLOWING: REGINA MEDICAL CENTER TAX SERVICES MAIL ROUTE 10890 P.O. BOX 43 MINNEAPOLIS, MN 55407-0043 TELEPHONE: 612-262-0660 PHYSICAL ADDRESS: 2925 CHICAGO AVENUE MINNEAPOLIS, MN 55407-1321 THE FORM 990 AND FORM 1023 ARE ALSO AVAILABLE DIRECTLY FROM THE INTERNAL REVENUE SERVICE. THE FORM 990 AND FINANCIAL STATEMENTS ARE ALSO AVAILABLE FROM THE CHARITIES DIVISION OF THE OFFICE OF THE MINNESOTA ATTORNEY GENERAL.
OVERLAP OF OFFICER AND BOARD MEMBERS
PART VII, SECTION A, LINE 1A
THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ALLOCATED TIME BETWEEN REPORTING ENTITY AND RELATED ORGANIZATIONS. SEE BELOW FOR ALLOCATION OF HOURS: CEO: 40 HOURS REGINA MEDICAL CENTER 1 HOUR REGINA HEALTHCARE, INC. 1 HOUR REGINA FOUNDATION CFO: 40 HOURS REGINA MEDICAL CENTER 1 HOUR REGINA HEALTHCARE, INC. 1 HOUR REGINA FOUNDATION IN ADDITION, THE FOLLOWING BOARD MEMBERS ALLOCATED THEIR TIME BETWEEN REPORTING ENTITY AND REGINA FOUNDATION: - BERNADETTE ESTENSON IN ADDITION, THE FOLLOWING BOARD MEMBERS ALLOCATED THEIR TIME BETWEEN THE REPORTING ENTITY AND REGINA HEALTHCARE, INC.: - LYNN MORATZKA
OTHER FEES
FORM 990, PART IX, LINE 11G
PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 92,367. MANAGEMENT AND GENERAL EXPENSES 410,872. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 503,239. CONTRACTED SERVICES: PROGRAM SERVICE EXPENSES 7,659,312. MANAGEMENT AND GENERAL EXPENSES 870,592. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 8,529,904. MRI: PROGRAM SERVICE EXPENSES 520,331. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 520,331.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 9:
DISCONTINUED OPERATIONS 9,684,722. CHANGE IN RESIDENTS FUNDS 23,838. RESTRICTED CONTRIBUTIONS AND GRANTS 28,938. DONATIONS FOR CAPITAL 38,692. NET ASSETS RELEASED FROM RESTRICTION -94,471. CHANGE IN BENEFICIAL INTEREST -538,451.
PART XII, LINE 2C
AS A RESULT OF ALLINA HEALTH SYSTEM BECOMING THE SOLE MEMBER ORGANIZATION ON SEPTEMBER 1, 2013 AND THE SUBSEQUENT MERGER OF REGINA MEDICAL CENTER WITH AND INTO ALLINA HEALTH SYSTEM ON DECEMBER 31, 2013 [SEE ALSO RESPONSE TO FORM 990, PART VI, SECTION A, LINE 4], THE ALLINA HEALTH SYSTEM AUDIT AND COMPLIANCE COMMITTEE ASSUMED AUTHORITY, RESPONSIBILITY AND OVERSIGHT, INCLUDING THE SELECTION PROCESS OF THE INDEPENDENT ACCOUNTANT ENGAGED TO PEROFORM THE INDEPENDENT AUDIT OF THE REGINA MEDICAL CENTER FINANCIAL STATEMENTS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.