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
ST LUKE'S HOSPITAL OF DULUTH
Employer identification number
41-0714079
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
ST LUKE'S HOSPITAL OF DULUTH
Employer identification number
41-0714079
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 1
THE EXECUTIVE COMMITTEE SHALL BE COMPOSED OF THE CHAIRPERSON OF THE BOARD AS THE PRESIDING OFFICER, ALL OTHER OFFICERS OF THE HOSPITAL WHO ARE DIRECTORS, AND SUCH ADDITIONAL DIRECTORS AS THE CHAIRPERSON MAY APPOINT. WHEN THE BOARD OF DIRECTORS IS NOT IN SESSION, THE EXECUTIVE COMMITTEE SHALL HAVE THE POWER AND AUTHORITY OF THE BOARD TO TRANSACT ALL REGULAR BUSINESS OF THE HOSPITAL, INCLUDING THE AUTHORITY TO REVIEW THE COMPENSATION PAID TO THE HOSPITAL'S EMPLOYED PHYSICIANS, SUBJECT TO ANY PRIOR LIMITATIONS IMPOSED BY THE BOARD OR BY STATUTE, AND SHALL MEET AS NECESSARY. IN ADDITION, THE EXECUTIVE COMMITTEE SHALL OVERSEE THE HOSPITAL'S PUBLIC RELATIONS ACTIVITIES AND KEEP THE CORPORATION'S HEALTH CARE EFFORTS CONTINUALLY BEFORE THE COMMUNITIES SERVED THROUGH THE USE OF PUBLICATIONS AND OTHER COMMUNICATIONS DESCRIBING THE HOSPITAL'S SERVICES, PROGRAMS, AND NEEDS.
FORM 990, PART VI, SECTION A, LINE 6
ST. LUKE'S HOSPITAL SHALL HAVE THREE CLASSES OF MEMBERSHIPS: A) PAST MEMBERS OF ST. LUKE'S HOSPITAL OF DULUTH - THE INDIVIDUALS AND ORGANIZATIONS LISTED ON THE HOSPITAL'S OFFICIAL ROSTER OF MEMBERS AS OF MAY 20, 2004 SHALL BE MEMBERS AND HAVE THE NUMBER OF VOTES AS IDENTIFIED ON THAT LIST. B) MEMBERS OF THE ST. LUKE'S HOSPITAL OF DULUTH - ANY INDIVIDUAL OR ORGANIZATION THAT, SUBSEQUENT TO MAY 20, 2004, CONTRIBUTES $100 OR MORE TO THE HOSPITAL SHALL, UPON REQUEST FROM SUCH INDIVIDUAL OR ORGANIZATION AND APPROVAL BY THE BOARD OF DIRECTORS, BE A MEMBER OF THE ORGANIZATION WITH ONE VOTE. C) EX OFFICIO MEMBERS - EACH DIRECTOR AND THE PRESIDENT/CEO OF THE HOSPITAL SHALL BE A VOTING MEMBER OF THE HOSPITAL DURING HIS OR HER TERM IN SUCH OFFICE AND SHALL HAVE ONE VOTE.
FORM 990, PART VI, SECTION A, LINE 7B
THE FOLLOWING RIGHTS OF THE MEMBERS OF THE CORPORATION SHALL BE LIMITED TO THE FOLLOWING MATTERS: A) APPROVAL OF ANY TRANSACTION THAT WOULD CULMINATE IN THE TRANSFER OF CONTROL OF HOSPITAL OPERATIONS TO A SECRETARIAN OR RELIGIOUS ORGANIZATION. B) APPROVAL OF ANY TRANSACTIONS WHICH WOULD CULMINATE IN THE TRANSFER OF CONTORL OF THE HOSPITAL'S OPERATIONS TO A FOR-PROFIT ENTITY. C) APPROVAL OF THE DISSOLUTION OF THE HOSPITAL OR THE CESSATION OF THE HOSPITAL OPERATIONS. THE FOREGOING ACTIONS SHALL BE APPROVED AND ADOPTED ONLY AFTER AUTHORIZATION BY THE BOARD OF DIRECTORS AND APPROVAL BY THE MEMBERS.
FORM 990, PART VI, SECTION B, LINE 11
MANAGEMENT REFERENCED MULTIPLE SOURCES OF INFORMATION IN ORDER TO ACCURATELY PREPARE THE 2013 FORM 990. THESE SOURCES INCLUDE THE INTERNAL REVENUE SERVICE WEBSITE, LEGAL COUNSEL, HEALTHCARE TRADE ASSOCIATIONS, AND OTHER VARIOUS PUBLICATIONS. ONCE THE FORM 990 WAS PREPARED, IT WAS REVIEWED BY THE FOLLOWING GROUPS: 1. ST. LUKE'S SENIOR MANAGEMENT (OCTOBER 2014) 2. ST. LUKE'S BOARD OF DIRECTORS (OCTOBER 2014) 3. ST. LUKE'S FINANCE COMMITTEE (OCTOBER 2014) ALL OF THE ABOVE GROUPS WERE PROVIDED WITH A COMPLETE COPY OF THE 2013 FORM 990. IN OCTOBER 2014, THE CHIEF FINANCIAL OFFICER MADE A PRESENTATION TO THE BOARD REGARDING THE FORM 990 AND THEIR RESPONSIBILITIES. IN THE CASE OF THE FINANCE COMMITTEE AND BOARD OF DIRECTORS, THE FORM 990 REVIEW WAS LISTED AS AN AGENDA ITEM AT THEIR RESPECTIVE MEETINGS. THE CFO OF ST. LUKE'S PROVIDED AN OVERVIEW OF THE RETURN AND ANSWERED ANY QUESTIONS OR CONCERNS FROM THE BOARD/COMMITTEE MEMBERS. ANY SUGGESTED CHANGES TO THE FORM 990 WERE EVALUATED, WITH LEGAL COUNSEL IF NECESSARY, AND INCORPORATED INTO THE RETURN AS APPROPRIATE. THE RETURN WAS THEN FILED ON OR BEFORE NOVEMBER 15, 2014.
FORM 990, PART VI, SECTION B, LINE 12C
EACH DIRECTOR, OFFICER AND COMMITTEE MEMBER SHALL SIGN, AS A CONDITION TO SERVING THE CORPORATION IN HIS/HER RESPECTIVE ROLE AND ANNUALLY THEREAFTER, A STATEMENT AGREEING TO BE BOUND BY THE TERMS OF THE POLICY. PURSUANT TO THE POLICY, ANY DIRECTOR, OFFICER OR COMMITTEE MEMBER HAVING A FINANCIAL INTEREST IN A CONTRACT OR OTHER TRANSACTION PRESENTED TO THE BOARD OF DIRECTORS OR A COMMITTEE THEREOF FOR AUTHORIZATION, APPROVAL, OR RATIFICATION SHALL MAKE A PROMPT, FULL AND FRANK DISCLOSURE OF SUCH PERSON'S INTEREST TO THE BOARD OR COMMITTEE PRIOR TO ITS ACTING ON SUCH CONTRACT OR TRANSACTION. SUCH DISCLOSURE SHALL INCLUDE ANY RELEVANT AND MATERIAL FACTS, KNOWN TO SUCH PERSON, ABOUT THE CONTRACT OR TRANSACTION WHICH MIGHT REASONABLY BE CONSTRUED TO BE ADVERSE TO THE CORPORATION'S INTEREST. THE BOARD OR COMMITTEE TO WHICH SUCH DISCLOSURE IS MADE SHALL THEREUPON DETERMINE, BY MAJORITY VOTE, WHETHER THE DISCLOSURE SHOWS THAT A CONFLICT OF INTEREST EXISTS OR CAN REASONABLY BE CONSTRUED TO EXIST. IF A CONFLICT IS DEEMED TO EXIST, SUCH PERSON SHALL NOT VOTE ON, NOR USE PERSONAL INFLUENCE ON, OR PARTICIPATE (OTHER THAN TO PERSENT FACTUAL INFORMATION TO OR RESPOND TO QUESTIONS) IN THE DISCUSSIONS AND DELIBERATIONS WITH RESPECT TO SUCH CONTRACT OR TRANSACTIONS. SUCH PERSON MAY BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM AT ANY MEETING WHERE THE CONTRACT OR TRANSACTION IS UNDER DISCUSSION OR IS BEING VOTED UPON. THE MINUTES OF THE MEETING SHALL REFLECT THE DISCLOSURE MADE, THE VOTE AND, WHERE APPLICABLE, THE ABSTENTION FROM VOTING AND PARTICIPATION, AND WHETHER A QUORUM WAS PRESENT.
FORM 990, PART VI, SECTION B, LINE 15
EXECUTIVE COMPENSATION AT ST. LUKE'S HOSPITAL IS GOVERNED AND CONTROLLED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, ACCORDING TO POLICIES SET BY THE BOARD AS A WHOLE. THE COMMITTEE IS MADE UP ENTIRELY OF COMMUNITY LEADERS, NONE OF WHOM ARE EMPLOYED BY ST. LUKE'S HOSPITAL. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION PROGRAM FOR THE CEO, CFO AND OTHER EXECUTIVES AND PRESENTS THE SUMMARY OF ITS ANALYSIS TO THE BOARD OF DIRECTORS FOR FINAL APPROVAL. CONTEMPORANEOUS DOCUMENTS AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS ARE MAINTAINED BY THE CEO AND HUMAN RESOURCES DEPARTMENT. THE COMMITTEE, WITH THE AID OF AN INDEPENDENT CONSULTANT, HAS ESTABLISHED A COMPENSATION PHILOSOPHY FOR THE ORGANIZATION. THIS PHILOSOPHY DEFINES A PEER GROUP OF ORGANIZATIONS ACROSS THE COUNTRY AND INCLUDES ORGANIZATIONS OF SIMILAR SIZE, SCOPE, AND MANAGEMENT CHALLENGE. IT ALSO ESTABLISHES THE COMPETITIVE LEVEL AT WHICH THE COMMITTEE WANTS TO COMPENSATE ST. LUKE'S HOSPITAL EXECUTIVES COMPARED TO THE PEER GROUP ORGANIZATIONS. THE COMMITTEE REVIEWS COMPARABILITY DATA ON SALARY LEVELS, INCENTIVE PAY, AND BENEFIT COSTS, ASSESSING EACH ELEMENT OF COMPENSATION INDEPENDENTLY AND TOTAL COMPENSATION IN AGGREGATE. THE COMMITTEE RETAINS INDEPENDENT CONSULTANTS TO GATHER COMPARABILITY DATA ON EXECUTIVE COMPENSATION IN SLH'S PEER GROUP. THESE CONSULTANTS ASSIST THE COMMITTEE IN MAKING ITS DETERMINATION THAT EXECUTIVE COMPENSATION AT SLH REMAINS REASONABLE AND CONSISTENT WITH SLH'S BOARD-APPROVED EXECUTIVE COMPENSATION PHILOSOPHY. THE COMMITTEE REVIEWS THE COMPENSATION PROGRAM FOR THE CEO, CFO AND OTHER EXECUTIVES OF THE ORGANIZATION IN DEPTH EVERY FEW YEARS AND THE LAST FULL REVIEW OCCURRED IN 2009. IN THE YEARS BETWEEN COMPREHENSIVE REVIEWS, THE COMMITTEE RELIES ON UPDATES TO THE PEER GROUP DATA BASED ON THE YEAR-TO-YEAR MARKET MOVEMENT IN THE INDUSTRY, AS PROVIDED BY THE INDEPENDENT CONSULTANT. THE COMMITTEE DILIGENTLY FOLLOWS BEST PRACTICES IN GOVERNING EXECUTIVE COMPENSATION, INCLUDING THE PROCESS PRESCRIBED BY THE IRS FOR GOVERNING EXECUTIVE COMPENSATION IN THE TAX-EXEMPT SECTOR. IT IS COMMITTED TO ACCURATELY DISCLOSING EXECUTIVE COMPENSATION ON FORM 990
FORM 990, PART VI, SECTION C, LINE 19
ST. LUKE'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST STATEMENTS ARE REVIEWED AND UPDATED ANNUALLY BY THE BOARD OF DIRECTORS. THEY ARE NOT AVAILABLE TO THE GENERAL PUBLIC. FINANCIAL INFORMATION IS MADE AVAILABLE THROUGH ST. LUKE'S ANNUAL REPORT (PUBLISHED EVERY YEAR AND AVAILABLE ON ST. LUKE'S WEBSITE AT WWW.SLHDULUTH.COM) AND THE FORM 990 IS MADE AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE INTERNAL REVENUE SERVICE GUIDANCE.
FORM 990, PART XI, LINE 9:
CHANGE IN MINIMUM PENSION LIABILITY 24,339,626. CAPITAL REIMBURSEMENT FROM ST. LUKE'S FOUNDATION 223,137. CONTRIBUTION TO SLH VOLUNTEER SERVICE GUILD -5,000.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.