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. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
PARK NICOLLET GROUP RETURN
Employer identification number
45-5023260
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
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—2012.
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—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
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) 2013
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.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
PARK NICOLLET GROUP RETURN
Employer identification number
45-5023260
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 4
AS OF JANUARY 1, 2013, PARK NICOLLET METHODIST HOSPITAL AND PARK NICOLLET CLINIC ADOPTED AMENDED AND RESTATED BYLAWS. THIS OCCURRED IN CONJUNCTION WITH PARK NICOLLET HEALTH SERVICES AND ITS SUBSIDIARIES BECOMING PART OF THE HEALTHPARTNERS ORGANIZATION OF RELATED HEALTH CARE DELIVERY AND FINANCING ENTITIES. THE CHANGES TO THE BYLAWS ALIGNED THE LANGUAGE AND PROVISIONS WITH THE AMENDED AND RESTATED BYLAWS OF PARK NICOLLET HEALTH SERVICES, AND ARE NOT MATERIAL CHANGES. NOTABLY, FOR THE SIGNIFICANT MATTERS THAT REQUIRE SUPERMAJORITY APPROVAL OF THE BOARD, THE AMENDED BYLAWS LOWER THE THRESHOLD FROM 3/4S OF ALL DIRECTORS TO 2/3RDS OF ALL DIRECTORS.
FORM 990, PART VI, SECTION A, LINE 6
PARK NICOLLET HEALTH SERVICES IS THE SOLE MEMBER OF PARK NICOLLET METHODIST HOSPITAL, PARK NICOLLET CLINIC, PARK NICOLLET INSTITUTE AND PARK NICOLLET HEALTH CARE PRODUCTS. PARK NICOLLET CLINIC IS THE SOLE MEMBER OF PNMC HOLDINGS.
FORM 990, PART VI, SECTION A, LINE 7A
THE BOARD OF DIRECTORS OF PARK NICOLLET METHODIST HOSPITAL, PARK NICOLLET CLINIC, PARK NICOLLET INSTITUTE, PNMC HOLDINGS AND PARK NICOLLET HEALTH CARE PRODUCTS ARE THOSE INDIVIDUALS WHO ARE CONTEMPORANEOUSLY MEMBERS OF THE BOARD OF DIRECTORS OF PARK NICOLLET HEALTH SERVICES.
FORM 990, PART VI, SECTION A, LINE 7B
ALL DECISIONS, INCLUDING DISSOLUTION OF THE ORGANIZATION, MADE BY THE GOVERNING BODY OF PARK NICOLLET METHODIST HOSPITAL, PARK NICOLLET CLINIC, PARK NICOLLET INSTITUTE, PNMC HOLDINGS AND PARK NICOLLET HEALTH CARE PRODUCTS ARE SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF PARK NICOLLET HEALTH SERVICES.
FORM 990, PART VI, SECTION B, LINE 11
PARK NICOLLET GROUP PREPARES THE FORM 990 WITHIN THE FINANCE DEPARTMENT WITH ASSISTANCE FROM INDIVIDUALS IN HUMAN RESOURCES, MARKETING, AND OPERATIONS. UPON COMPLETION OF GATHERING THE NECESSARY INFORMATION FOR THE RETURN, THE FORM WAS REVIEWED BY THE PARK NICOLLET GROUP'S ACCOUNTING FIRM. DRAFTS OF THE FORM WERE ALSO REVIEWED BY THE ASSISTANT CONTROLLER - ACCOUNTING OPERATIONS, VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER, AND THE AUDIT AND COMPLIANCE COMMITTEE. AFTER ALL REVIEWS WERE COMPLETE; THE FORM 990 WAS GIVEN TO EACH MEMBER OF THE BOARD OF DIRECTORS FOR APPROVAL PRIOR TO FILING THE RETURN.
FORM 990, PART VI, SECTION B, LINE 12C
AT PARK NICOLLET HEALTH SERVICES ALL KEY EMPLOYEES, DIRECTORS, AND OFFICERS ARE REQUIRED TO FILL OUT A CONFLICT OF INTEREST DISCLOSURE STATEMENT EACH YEAR; HOWEVER THE OBLIGATION TO REPORT POTENTIAL CONFLICTS IS ONGOING. PARK NICOLLET HEALTH SERVICES BOARD MONITORS POTENTIAL CONFLICTS OF INTEREST ON THE PART OF BOARD MEMBERS, OFFICERS AND KEY EMPLOYEES PURSUANT TO ITS CONFLICT OF INTEREST POLICY. UNDER THE POLICY, ALL BOARD MEMBERS AND OFFICERS ANNUALLY ARE PROVIDED A COPY FO THE POLICY AND REQUIRED TO COMPLETE A QUESTIONNAIRE INDENTIFYING ANY POTENTIAL CONFLICTS OF INTEREST. THE GENERAL COUNCEL REVIEWS THE COMPLETED QUESTIONNAIRES AND PROVIDES A REPORT TO THE GOVERNANCE COMMITTEE OF THE BOARD. THE REPORT IDENTIFIES ANY SIGNIFICANT POTENTIAL CONFLICTS DISCLOSED IN THE COMPLETED QUESTIONNAIRES. A WRITTEN REPORT IS PROVIDED TO THE CHAIR AND CHIEF EXECUTIVE OFFICER (CEO). BOARD AGENDAS AND EXECUTIVE DECISIONS ARE MONITORED IN RELATION TO THIS POLICY.`
FORM 990, PART VI, SECTION B, LINE 15
THE PARK NICOLLET HEALTH SERVICES' BOARD OF DIRECTORS IS RESPONSIBLE FOR THE IMPLEMENTATION AND OVERSIGHT OF EXECUTIVE COMPENSATION AND BENEFIT PLANS. PARK NICOLLET USES AN OUTSIDE CONSULTANT TO PROVIDE A YEARLY MARKET BASED INDEX OF SALARY ADJUSTMENTS FOR EXECUTIVES IN SIMILAR LEADERSHIP POSITIONS. THE BOARD OF DIRECTORS REVIEWS THE SALARY RANGES AND RECOMMENDS SALARY INCREASES FOR EACH EXECUTIVE, INCLUDING THE CEO, BASED UPON THE BOARD OF DIRECTORS' EVALUATION OF JOB PERFORMANCE AND EXPERIENCE LEVEL OF THE INDIVIDUAL WITHIN THE ORGANIZATION. THE AVERAGE SALARY INCREASES FOR ALL PARK NICOLLET EXECUTIVES CANNOT EXCEED THE AVERAGE MARKET SALARY INCREASE REPORTED FOR EXECUTIVES BY THE CONSULTANT. THE COMPENSATION COMMITTEE THEN REVIEWS AND APPROVES COMPENSATION ADJUSTMENTS BASED ON THE INFORMATION PROVIDED BY THE OUTSIDE CONSULTANTS AND THE BOARD OF DIRECTORS' RECOMMENDATIONS. FOR CERTAIN PHYSICIANS, THE MAJORITY OF PAY DISCLOSED IS FOR HIS/HER WORK AS A PHYSICIAN FOR PARK NICOLLET INSTITUTE OR PARK NICOLLET CLINIC. A SMALL STIPEND IS ADDED FOR SERVING ON THE BOARD OF DIRECTORS. THE FOLLOWING IS A DESCRIPTION OF HOW PAY FOR PHYSICIANS' PATIENT CARE WORK IS DETERMINED. THE PARK NICOLLET HEALTH SERVICES' BOARD OF DIRECTORS IS RESPONSIBLE FOR THE IMPLEMENTATION AND OVERSIGHT OF THE PHYSICIAN COMPENSATION AND BENEFIT PLANS. THE BOARD OF DIRECTORS DELEGATES THE DAY-TO-DAY ADMINISTRATION OF THE PHYSICIAN COMPENSATION PLAN TO THE CEO. THE CHIEF MEDICAL OFFICER, WHO REPORTS DIRECTLY TO THE CEO, ADMINISTERS THE COMPENSATION PROGRAM. A COMPENSATION AND BENEFITS COMMITTEE SERVES IN AN ADVISORY CAPACITY TO THE CMO IN ORDER TO ADMINISTER PHYSICIAN COMPENSATION WITHIN THE BUDGET TO ENSURE FAIRNESS AND ALIGNMENT WITH PARK NICOLLET HEALTH SERVICES' GOALS. THE RESPONSIBILITIES OF THE CMO: RECOMMENDING COMPENSATION POLICIES AND PLAN DESIGNS FOR PHYSICIANS TO THE CEO AND BOARD OF DIRECTORS; OVERSEEING COMPENSATION PLAN OPERATION AND PAYMENTS TO CLINICAL DEPARTMENTS; EVALUATING COMPENSATION PLAN FOR PERFORMANCE ON A PERIODIC BASIS; SERVING AS FINAL APPEAL PROCESS FOR ISSUES UNRESOLVED BY INDIVIDUALS, DEPARTMENT CHAIRS AND CHIEFS OF SERVICES. ANNUALLY, INFORMATION ON EACH PHYSICIAN'S PAY AND PRODUCTIVITY IS GRAPHED AGAINST THE SURVEY RESULTS FOR THE SAME YEAR. THIS INFORMATION IS PRESENTED TO THE COMPENSATION COMMITTEE OF THE PARK NICOLLET HEALTH SERVICES BOARD OF DIRECTORS FOR REVIEW. PARK NICOLLET HEALTH SERVICES' PHYSICIAN PAY PROGRAM IS DESIGNED TO ENSURE MARKET BASED PAY FOR MARKET BASED PRODUCTIVITY STANDARDS. THE MARKET IS DETERMINED BY THE AMERICAN MEDICAL GROUP ASSOCIATION (AMGA) NATIONAL PHYSICIAN COMPENSATION SURVEY DATA, WHICH PROVIDES MARKET DATA FOR BOTH COMPENSATION AND PRODUCTIVITY. WHEN APPROPRIATE, THE CMO MAY RECOMMEND ADJUSTMENTS TO THESE GUIDELINES WITH EVIDENCE OF LOCAL MARKET DATA.
FORM 990, PART VI, SECTION C, LINE 19
: PARK NICOLLET GROUP MEMBERS' GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. PARK NICOLLET HEALTH SERVICES, AS THE PARENT ORGANIZATION OF THE PARK NICOLLET GROUP, MAILS ITS CONSOLIDATED AUDITED FINANCIAL STATEMENTS TO FINANCIAL INSTITUTIONS, GOVERNMENTAL INSTITUTIONS, BOARD MEMBERS, MEDIA REPRESENTATIVES, VENDORS, AND THE MINNESOTA HOSPITAL ASSOCIATION (MHA). PARK NICOLLET HEALTH SERVICES DISCLOSES QUARTERLY FINANCIAL STATEMENTS TO BONDHOLDERS AND MHA. THE ANNUAL AUDITED AND QUARTERLY FINANCIAL STATEMENTS ARE ALSO POSTED AT EMMA.MSRB.ORG. THE FORMS 990 ARE AVAILABLE UPON REQUEST OR FROM THE STATE OF MINNESOTA OR AT GUIDESTAR.ORG.
FORM 990, PART XI, LINE 9:
NET ASSETS RELEASED FROM RESTRICTIONS 279,748. GRANTS RUN THROUGH THE FOUNDATION -1,090,351.
PAGE 1, LINE H(A)
LIST OF SUBORDINATE ORGANIZATIONS: NAME, ADDRESS AND EINS PARK NICOLLET METHODIST HOSPITAL 41-0132080 6500 EXCELSIOR BLVD, ST. LOUIS PARK MN 55426 PARK NICOLLET INSTITUTE 41-0961862 3800 PARK NICOLLET BLVD ST. LOUIS PARK MN 55416 PARK NICOLLET HEALTH CARE PRODUCTS 01-0638901 3800 PARK NICOLLET BLVD ST. LOUIS PARK MN 55416 PARK NICOLLET CLINIC 41-0834920 3800 PARK NICOLLET BLVD ST. LOUIS PARK MN 55416 PNMC HOLDINGS 41-1741792 3800 PARK NICOLLET BLVD ST. LOUIS PARK MN 55416
FORM 990 PART IV LINE 24A
PARK NICOLLET HEALTH SERVICES, ALONG WITH RELATED ORGANIZATIONS, IS JOINTLY LIABLE FOR THE TAX EXEMPT BONDS HELD BY PARK NICOLLET HEALTH SERVICES UNDER A MASTER TRUST AGREEMENT. THE MEMBERS OF THE JOINTLY LIABLE GROUP, WHICH IS COLLECTIVELY REFERRED TO AS THE "OBLIGATED GROUP", INCLUDE PARK NICOLLET CLINIC, PARK NICOLLET METHODIST HOSPITAL, PNMC HOLDINGS, PARK NICOLLET INSTITUTE, AND PARK NICOLLET HEALTH CARE PRODUCTS. IN ACCORDANCE WITH REPORTING REQUIREMENTS FOR SCHEDULE K, ALL OUTSTANDING TAX EXEMPT BONDS ARE REPORTED SOLELY ON THE SCHEDULE K OF PARK NICOLLET HEALTH SERVICES.
PART V LINE 3A
PARK NICOLLET HEALTH CARE PRODUCTS HAS UNRELATED BUSINESS GROSS INCOME OVER $1,000.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.