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 HEALTH SERVICES
Employer identification number
36-3465840
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)
No
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
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
(A)
PARK NICOLLET METHODIST HOSPITAL
410132080
3
Yes
Yes
Yes
9,739,975
(B)
PARK NICOLLET CLINIC
410834920
3
Yes
Yes
Yes
6,930,298
(C)
PARK NICOLLET INSTITUTE
410961862
4
Yes
Yes
Yes
276,273
Total
16,946,546
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 HEALTH SERVICES
Employer identification number
36-3465840
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 4
EFFECTIVE JANUARY 1, 2013, PARK NICOLLET HEALTH SERVICES AND ITS SUBSIDIARIES BECAME PART OF THE HEALTHPARTNERS ORGANIZATION OF RELATED HEALTH CARE DELIVERY AND FINANCING ENTITIES. PNHS' ARTICLES OF INCORPORATION AND BYLAWS WERE AMENDED TO IDENTIFY HEALTHPARTNERS, INC. AS THE SOLE MEMBER OF PNHS. PNHS' BYLAWS WERE FURTHER AMENDED TO ESTABLISH THAT THE PERSONS SERVING AS THE BOARD OF DIRECTORS OF THE SOLE MEMBER, ALSO SERVE AS THE BOARD OF DIRECTORS OF PNHS. IN THE EVENT THAT THE PNHS BOARD OF DIRECTORS WERE EVER COMPOSED OF PERSONS WHO ARE NOT ALSO CONTEMPORANEOUSLY SERVING AS THE DIRECTORS OF THE SOLE MEMBER, THEN THE SOLE MEMBER WOULD EXERCISE CUSTOMARY RESERVE POWERS WITH RESPECT TO THE PNHS BOARD OF DIRECTORS (E.G. APPROVAL OF BUDGETS, APPROVAL OF MERGER, APPROVAL OF APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER, APPROVAL OF DISSOLUTION, ETC.). NO ADDITIONAL SIGNIFICANT CHANGES WERE MADE TO PNHS' ARTICLES AND BYLAWS OTHER THAN THOSE NECESSARY TO GIVE EFFECT TO THE RELATIONSHIP OF PNHS TO HEALTHPARTNERS, INC. DESCRIBED ABOVE.
FORM 990, PART VI, SECTION A, LINE 6
HEALTHPARTNERS, INC IS THE SOLE MEMBER OF PARK NICOLLET HEALTH SERVICES.
FORM 990, PART VI, SECTION A, LINE 7A
THE PERSONS WHO SERVE AS THE BOARD OF DIRECTORS OF HEALTHPARTNERS, INC. ALSO SERVE AS THE BOARD OF DIRECTORS OF PNHS. HEALTHPARTNERS, INC. IS A MINNESOTA LICENSED HEALTH MAINTENANCE ORGANIZATION. THE BOARD OF HEALTHPARTNERS, INC. IS COMPRISED OF A MAJORITY OF DIRECTORS WHO ARE ELECTED BY HMO MEMBERS (PERSONS HOLDING HMO CONTRACTS), AND A MINORITY OF DIRECTORS WHO ARE EITHER HEALTH CARE PROFESSIONALS APPOINTED BY THE BOARD OR WHO ARE SERVING EX OFFICIO.
FORM 990, PART VI, SECTION A, LINE 7B
PNHS' BYLAWS WERE FURTHER AMENDED TO ESTABLISH THAT THE PERSONS SERVING AS THE BOARD OF DIRECTORS OF THE SOLE MEMBER, ALSO SERVE AS THE BOARD OF DIRECTORS OF PNHS. IN THE EVENT THAT THE PNHS BOARD OF DIRECTORS WERE EVER COMPOSED OF PERSONS WHO ARE NOT ALSO CONTEMPORANEOUSLY SERVING AS THE DIRECTORS OF THE SOLE MEMBER, THEN THE SOLE MEMBER WOULD EXERCISE CUSTOMARY RESERVE POWERS WITH RESPECT TO THE PNHS BOARD OF DIRECTORS (E.G. APPROVAL OF BUDGETS, APPROVAL OF MERGER, APPROVAL OF APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER, APPROVAL OF DISSOLUTION, ETC.). NO ADDITIONAL SIGNIFICANT CHANGES WERE MADE TO PNHS ARTICLES AND BYLAWS OTHER THAN THOSE NECESSARY TO GIVE EFFECT TO THE RELATIONSHIP OF PNHS TO HEALTHPARTNERS, INC. DESCRIBED ABOVE.
FORM 990, PART VI, SECTION B, LINE 11
PARK NICOLLET HEALTH SERVICES 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 COMPILED AND DRAFTS WERE REVIEWED BY THE ASSISTANT CONTROLLER - ACCOUNTING OPERATIONS, VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER, THE LAW DEPARTMENT, THE AUDIT AND COMPLIANCE COMMITTEE AND PARK NICOLLET'S ACCOUNTING FIRM. 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 OF 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 HEALTH SERVICES GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. PARK NICOLLET HEALTH SERVICES MAILS ITS CONSOLIDATED AUDITED FINANCIAL STATEMENTS TO FINANCIAL INSTITUTIONS, GOVERNMENTAL INSTITUTIONS, BOARD MEMBERS,MEDIA REPRESENTATIVES,VENDORS, AND THE MINNESTOA HOSPITAL ASSOCIATIONS(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 IX, LINE 11G
EMPLOYEES OF AFFILIATES: PROGRAM SERVICE EXPENSES 31,319,003. MANAGEMENT AND GENERAL EXPENSES 6,959,892. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 38,278,895. MANAGEMENT CONSULTANTS: PROGRAM SERVICE EXPENSES 2,977. MANAGEMENT AND GENERAL EXPENSES 2,348,930. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,351,907. OTHER PURCHASED SERVICES : PROGRAM SERVICE EXPENSES 8,747,487. MANAGEMENT AND GENERAL EXPENSES 562,361. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 9,309,848.
FORM 990, PART XI, LINE 9:
POST RETIREMENT OBLIGATION 1,547,419.
FORM 990, PART XII, LINE 2C:
NEITHER THE OVERSIGHT PROCESS NOR THE SELECTION PROCESS FOR THE REVIEW OF THE AUDIT OF PARK NICOLLET HEALTH SERVICES AND AFFILIATES' FINANCIAL STATEMENTS HAVE CHANGED DURING THE TAX YEAR.
FORM 990
PURSUANT TO TREASURY REG SECTION 1.6033-2(D)(5), PARK NICOLLET HEALTH SERVICES HAS ELECTED TO REPORT INFORMATION ABOUT CONTRIBUTIONS, GIFTS & GRANTS, CONPENSATION, AND OTHER INFORMATION ABOUT OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES, FORMER EMPLOYEES, CERTAIN OTHER HIGHLY PAID EMPLOYEES, CERTAIN PROFESSIONAL CONTRACTORS, AND CERTAIN OTHER CONTRACTORS ON A CONSOLIDATED BASIS FOR ALL MEMBERS OF THE GROUP, INCLUDING THE PARENT ORGANIZATION, ON THE GROUP RETURN OF PARK NICOLLET GROUP RETURN (EIN 45-5023260).
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.