Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
CATHOLIC HEALTH CARE FEDERATION |
999999999 | 1 | Yes | 0 | 0 | |
|
Total 1
|
0 | 0 | ||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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 VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2018 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2018 |
(iii) Distributable Amount for 2018 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2018 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2018: | ||||
| a From 2013....... | ||||
| b From 2014....... | ||||
| c From 2015....... | ||||
| d From 2016....... | ||||
| e From 2017....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2018 distributable amount | ||||
|
i
Carryover from 2013 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2018 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2018 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2019. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2014...... | ||||
| b Excess from 2015..... | ||||
| c Excess from 2016..... | ||||
| d Excess from 2017..... | ||||
| e Excess from 2018..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| Schedule A, Part IV, Section A, Line 1 Supported Orgs Listed By Name | CommonSpirit Health's articles of incorporation specifically designate Catholic Health Care Federation as its publicly supported organization and designate, by purpose, such other charitable organizations, the purposes of which are to embody the mission of the healing ministry of Jesus in the Church through ownership, management, or governance of health ministries, or the offering of or supporting of charitable and religious programs or services consistent with such purposes, in keeping with the gospel imperative. |
| Schedule A, Part IV, Section A, Line 2 Supported Org. Without IRS Status 509(a)1 or (2) | CommonSpirit Health is organized and operated, within the meaning of Section 509(a)(3)(A) of the Internal Revenue Code of 1986, as now in effect or as subsequently amended ("IRC"), exclusively for the benefit of, to perform the functions of, and/or to carry out the religious, charitable, scientific, and educational purposes within the meaning of Section 509(c)(3) of the IRC, of Catholic Health Care Federation ("CHCF"), a public juridic person within the meaning of the Code of Canon Law for the Roman Catholic Church ("Canon Law"), including by supporting such other charitable organizations, the purposes of which are to embody the mission of the healing ministry of Jesus in the Church through ownership, management, or governance of health ministries, or the offering of or supporting of charitable and religious programs or services consistent with such purposes, in keeping with the gospel imperative. Because CHCF is part of the Roman Catholic Church, it is not required to apply for recognition of exempt status pursuant to IRC §508(c). By virtue of its decree of canonical erection by the Congregation for Institutes of Consecrated Life and Societies of Apostolic Life, CHCF is a public juridic person of pontifical right, subject to the direct oversight and jurisdiction of the Apostolic See in the Vatican. As a public juridic person in the Church, CHCF is the juridical equivalent of a diocese or parish or religious order in the Catholic Church. As a public juridic person, CHCF is not merely affiliated with the Catholic Church; it is the Catholic Church, an official part of the Church itself, with a munus or duty assigned to it by the Church, and able to act publicly in the name of the Church. The Congregation for Institutes of Consecrated Life and Societies of Apostolic Life by decree dated June 8, 1991, conferred public juridic personality in the Church on CHCF, stating that CHCF was "to be governed in accordance with Canon Law and its own approved Statutes". |
| Schedule A, Part IV, Section B, Line 2 Benefit Of Supp. Org. Other Than The One Operating The Org. | The organization operates exclusively to support or benefit its publicly supported organization by supporting organizations, other than a private foundation, which are described in section 501(c)(3) and are operated, supervised, or controlled directly by or in connection with such publicly supported organizations, or which is described in section 511(a)(2)(B). No part of the organization's activities is in furtherance of a purpose other than supporting or benefiting one or more specified publicly supported organizations. |
| Software ID: | 18007697 |
| Software Version: | 2018v3.1 |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part III, Line 4 STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS | CommonSpirit Health was formed by the alignment of Catholic Health Initiatives (CHI) and Dignity Health. Founded by women religious, both health systems have a long, proud legacy of serving all people in need, especially those who've been made vulnerable by poverty, age, and other hardships. CommonSpirit Health is continuing these legacies by actively advocating for positive social change. CommonSpirit Health is committed to building healthier communities, advocating for those who are poor and vulnerable, and innovating how and where healing can happen-both inside our hospitals and out in the community. Our commitment to serve the common good is delivered through the dedicated work of thousands of physicians, advanced practice clinicians, nurses, and staff; through clinical excellence delivered across a system of hospitals and other care centers covering 21 states, and accessible to nearly one in four U.S. residents; and through more than $4 billion annually in charity care, community benefits, and government program services. CommonSpirit Health is comprised of 142 hospitals, including three academic health centers, major teaching hospitals, and 31 critical access facilities; community health services organizations; accredited nursing colleges; home health agencies; living communities; a medical foundation and other affiliated medical groups; and other facilities and services that span the inpatient and outpatient continuum of care. CommonSpirit Health and substantially all of its direct affiliates and subsidiaries have been granted exemptions from federal income tax as charitable organizations under Section 501(c)(3) of the Internal Revenue Code. |
| Form 990, Part VI, Line 16b ADOPTION OF WRITTEN POLICY OR PROCEDURE REGARDING JOINT VENTURES | CommonSpirit Health has not formally adopted a written policy or written procedure regarding joint ventures. However CommonSpirit Health'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; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel. |
| Form 990, Part VI, Line 12c Conflict of Interest Policy (continued) | c) Board Evaluation of Non-Transactional Conflicts i. The Board carefully reviews and scrutinizes any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI Entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). ii. In such circumstances, by a majority vote of the disinterested Trustees, the Board takes whatever action is deemed appropriate with respect to the Trustee or Corporate Officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of CHI or the CHI Entity. The Board is encouraged to consult with the General Counsel of CHI or his or her designee when considering disciplinary or corrective action. iii. The conflicted Trustee or Corporate Officer is not permitted to use his or her personal influence with respect to the conflict matter. However, if requested, such Trustee or Corporate Officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from Trustees, as his or her knowledge may be relevant. The Trustee or Corporate Officer is excused from the meeting during discussion and vote on the conflict of interest. d) Record of Proceedings - with respect to Board member and Officer conflicts of interest, minutes of the Board are expected to reflect the identity of the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the Board, and that the interested Trustee or Corporate Officer was excused during the discussion, and that the interested Trustee abstained from voting. D. Conflicts Reporting: All conflicts of interest are reported by the organization as required by law, regulations, and policy. |
| Form 990, Part VI, Line 2 FAMILY/BUSINESS RELATIONSHIPS AMONGST INTERESTED PERSONS | Business relationships as members of the Boards of Directors of CommonSpirit Health subsidiaries and a joint venture of a CommonSpirit Health subsidiary: Dean Swindle, Mitch Melfi, Philip Foster, Nicholas Barto Dean Swindle, Mitch Melfi, Cliff Robertson, Nicholas Barto Mitch Melfi, Thomas Kopfensteiner Kathleen Sanford, Robert Weil, Cliff Robertson Mitch Melfi, Philip Foster, Kevin Lofton, Antoinette Hardy-Waller, Dean Swindle Mitch Melfi, Philip Foster Daniel Morissette, Peter Hanelt Elizabeth Shih, Marvin O'Quinn, Daniel Morissette |
| Form 990, Part VI, Line 1a Delegate broad authority to a committee | CommonSpirit Health's Board of Stewardship Trustees does have an Executive Committee. The members of the Executive Committee consist only of members of the Board of Stewardship Trustees and includes both the Chairperson and Vice Chairperson of the Board of Stewardship Trustees. Except as otherwise provided by law, the Executive Committee shall have and may exercise such powers as may be delegated to it by the Board of Stewardship Trustees. Additionally, the Executive Committee shall have and may exercise such powers to transact routine business of the Corporation in the interim period between regularly scheduled meetings of the Board of Stewardship Trustees, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the Board of Stewardship Trustees, the Bylaws, or applicable law. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Stewardship Trustees at the next regular or annual meeting of the Board of Stewardship Trustees. |
| Form 990, Part VI, Line 4 Significant changes to organizational documents | In connection with the alignment of the Catholic Health Ministries of Catholic Health Initiatives ("CHI") and Dignity Health, CommonSpirit Health's Articles of Incorporation and Bylaws were amended and restated. In addition to the name change (from CHI to CommonSpirit Health), several significant changes were made to various articles of the governing documents: 1. Church Relationship - CommonSpirit Health ("Corporation"), as an ecclesiastical endeavor, continues to function as a public juridic person under the name Catholic Health Care Federation ("CHCF"). The revised bylaws state that CHCF will serve as the canonical sponsor of all of the Catholic ministries that are part of the Corporation. The rights and powers of CHCF are identified as: 1) the approval or removal of any members of the Board of Stewardship Trustees, 2) alienation, within the meaning of Canon Law, of property considered to be stable patrimony of CHCF, and 3) the veto of any changes to the Statement of Common Values that are presented to CHCF by the Board of Stewardship Trustees. In addition, all activities of the Corporation that are Catholic ministries shall be conducted in accordance with the Ethical and Religious Directives for Catholic Health Care Services, as promulgated from time to time by the United States Conference of Catholic Bishops. Those activities of affiliates of the Corporation that are not Catholic ministries shall be conducted in accordance with the Statement of Common Values, as approved and amended from time to time by the Board of Stewardship Trustees pursuant to and in accordance with the Corporation's Governance Matrix. 2. Participating Congregations - Each Participating Congregation will appoint an individual to act on its behalf, to (a) receive all communications directed by the Corporation to a Participating Congregation, (b) communicate all information, including confidential content, to the Participating Congregation's congregation superior, (c) attend at least one meeting of the Representatives during a calendar year, (d) attend committee meetings of the Board of Stewardship Trustees, as assigned, (e) attend national events, as possible, and (f) enhance collaboration and communication between the Participating Congregation and the Corporation. 3. Board of Stewardship Trustees - a. The person(s) serving from time to time as the Chief Executive Officer(s) shall each serve as an ex officio voting member of the Board of Stewardship Trustees. b. Limitations on Term: i. Each Trustee, other than ex officio members, serving on the Board of Stewardship Trustees on the effective date of the amended bylaws shall serve a three-year term and thereafter serve for staggered terms such that four of the Trustees shall be designated to serve for a single three-year term for a total of three years, four of the Trustees shall be designated to serve two consecutive three-year terms for a total of six years, and four of the Trustees shall be designated to serve three consecutive three-year terms for a total of nine years. ii. Each Trustee, other than ex officio members, appointed after the effective date of the amended bylaws shall serve for an initial term of one year and may thereafter serve on the Board of Stewardship Trustees for three consecutive three-year terms. No Trustee, other than an ex officio director, may serve on the Board of Stewardship Trustees for more than three consecutive three-year terms. This limitation shall include any remaining term served by a Trustee who was appointed to fill a vacancy on the Board of Stewardship Trustees. iii. A Trustee may be reconsidered for appointment after a one year absence from service on the Board of Stewardship Trustees. c. Whenever, in the judgment of the Chairperson of the Board of Stewardship Trustees or the Sponsorship and Governance Committee, the best interests of the Corporation would be served by the removal, including removal without cause, of any Trustee, the Board of Stewardship Trustees may by a supermajority vote of 2/3 of the Trustees of the Board of Stewardship Trustees vote to remove that Trustee. d. An individual appointed to fill a vacancy shall finish the unexpired term of the Trustee he or she replaces and thereafter may be appointed to a full term as a Trustee. e. In the absence of the Chairperson of the Board of Stewardship Trustees, the Vice Chairperson shall preside at Board of Stewardship meetings. In the absence of the Chairperson & Vice Chairperson, the Chair of the Sponsorship and Governance Committee shall preside. In the absence of the Chairperson, Vice Chairperson, and the Chair of the Sponsorship and Governance Committee, the Board of Stewardship Trustees shall elect another Trustee to preside over the Board of Stewardship Trustees meeting. Any person who is presiding over a meeting of the Board of Stewardship Trustees shall have all the power and authority of the Chairperson of the Board of Stewardship Trustees when so acting. 4. Corporate Officers - a. The officers of the Corporation shall consist of the Chairperson of the Board of Stewardship Trustees, the Vice Chairperson of the Board of Stewardship Trustees, Chief Executive Officer(s), a Chief Legal Officer and Corporate Secretary, a Chief Financial Officer and Corporate Treasurer, Chief Administrative Officer(s), Chief Operating Officer(s), Assistant Secretaries, and such other officers as the Board of Stewardship Trustees or the Chief Executive Officer(s) may from time to time determine. The Chief Executive Officer(s) shall appoint one or more persons to serve as a President of the Corporation. b. The officers of the Corporation may be, but need not be, the same as the officers of CHCF; provided, however, that the Chief Financial Officer and Corporate Treasurer and the Chief Legal Officer and Corporate Secretary of the Corporation shall have the same position with CHCF. c. The Chairperson of the Board of Stewardship Trustees and Vice Chairperson of the Board of Stewardship Trustees shall each be elected for a one-year term or until his or her successor shall have been duly elected. d. A Trustee is eligible to serve as the Chairperson or Vice Chairperson of the Board of Stewardship Trustees for three one-year terms. 5. Committees - a. A Trustee may serve on a committee or subcommittee so long as he or she remains a Trustee. Any individual who serves on a committee or subcommittee who is not a Trustee may serve five one-year terms on such committee. b. The chairperson of a committee must be a Trustee (appointed by the Chairperson of the Board of Stewardship Trustees). In addition, one member of each committee shall be appointed vice chairperson of the committee by the Chairperson of the Board of Stewardship Trustees and such individual must be a Trustee. An individual shall not serve as chairperson or vice chairperson on any committee longer than five consecutive years. c. The bylaws include an Advocacy and Mission Integrity Committee, a Technology Committee and an Investment Committee. d. The Executive Committee shall consist only of members of the Board of Stewardship Trustees as shall the Sponsorship and Governance Committee and the Human Resources and Compensation Committee. The other committees, including the Quality Committee, Finance Committee, Audit and Compliance Committee, Advocacy and Mission Integrity Committee, Technology Committee, and the Investment Committee, shall be comprised of at least two board members and such other persons who are not then serving as members of the Board of Stewardship Trustees, and serve as primarily advisory to the Board of Stewardship Trustees (subject to any specific delegation of authority as may be granted to any such committee by the Board of Stewardship Trustees). e. The charters of all committees, other than the Executive Committee, shall be reviewed no less than every three years. f. Each committee of the Board of Stewardship Trustees may establish one or more subcommittees composed of those committee members and other individuals deemed appropriate by the committee, appointed by the committee, and having such rights and duties as shall be delegated to the subcommittee by the committee; provided, however, that no subcommittee shall exercise the power and authority of the Board of Stewardship Trustees. |
| Form 990, Part VI, Line 6 Classes of members or stockholders | Form 990 instructions define a "member" as any person who, pursuant to a provision of the organization's governing documents or applicable state law, has the right to... "approve significant decisions of the governing body" or to... "receive a share of the organization's profits or excess dues or a share of the organization's net assets upon the organization's dissolution". The corporation was founded by religious institutes of the Roman Catholic Church. Those religious institutes of the Roman Catholic Church that agree to accept the mission and vision of the organization and meet certain other requirements established by the Board of Stewardship Trustees, and who are approved by a 2/3 vote of the Board of Stewardship Trustees, have "Participating Congregation" rights and duties under the bylaws of the organization. Participating Congregations have the right to approve substantial changes to the mission and philosophical direction of the organization, approve amendments to the Articles and Bylaws affecting any provision governing the qualifications, rights or responsibilities of the Participating Congregations, select and remove a person who represents that participating congregation in exercising its rights and duties, benefit from the distribution of assets upon the dissolution of the organization, participate in the ministries and advocacy efforts sponsored by the organization, encourage congregation members to serve on committees of the Board of Stewardship Trustees and local levels where permitted and appropriate, attend national events of the organization, and participate through their representatives in meetings held at least once a year with specific organization staff and/or the Board of Stewardship Trustees. (Section 4.1.1 of the Bylaws of CommonSpirit Health.) |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body | CommonSpirit Health, as an ecclesiastical endeavor, functions as a public juridic person under the name Catholic Health Care Federation ("CHCF"). CHCF's reserved rights include the approval or removal of any members of the Board of Stewardship Trustees. |
| Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders | Form 990 instructions indicate that an organization must answer "yes" if at any time during the organization's tax year, there were one or more persons who had the right to approve or ratify decisions of the organization's governing body such as approval of the governing body's decision to dissolve the organization. The corporation was founded by religious institutes of the Roman Catholic Church. Those religious institutes of the Roman Catholic Church that agree to accept the mission and vision of the organization and meet certain other requirements established by the Board of Stewardship Trustees, and who are approved by a 2/3 vote of the Board of Stewardship Trustees, have "Participating Congregation" rights and duties under the bylaws of the organization. Participating Congregations have the right to approve substantial changes to the mission and philosophical direction of the organization, approve amendments to the Articles and Bylaws affecting any provision governing the qualifications, rights or responsibilities of the Participating Congregations, select and remove a person who represents that participating congregation in exercising its rights and duties, benefit from the distribution of assets upon the dissolution of the organization, participate in the ministries and advocacy efforts sponsored by the organization, encourage congregation members to serve on committees of the Board of Stewardship Trustees and local levels where permitted and appropriate, attend national events of the organization, and participate through their representatives in meetings held at least once a year with specific organization staff and/or the Board of Stewardship Trustees. (Section 4.1.1 of the Bylaws of CommonSpirit Health.) |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | The organization's Vice Presidents of the Controller's Office and the outside accounting firm engaged by CommonSpirit Health to review the return, reviewed each section of the final draft of the Form 990 with the SEVP/Chief Financial Officer and the SVP/Finance and Corporate Controller. The review included an explanation of each schedule of the Form 990 and the pertinent information contained on each schedule. The compensation schedules and disclosures were reviewed with the SEVP/Chief Human Resources Officer and the Human Resources and Compensation Committee. The complete copy of the Form 990 was provided to the entire Board of Directors before the return was filed. |
| Form 990, Part VI, Line 12c Conflict of interest policy | The organization has a conflicts of interest ("COI") policy (the "policy") in place to maintain the integrity of its activities. Through February 7, 2019, conflicts were administered solely through Catholic Health Initiatives' ("CHI") Governance Policy No. 1 (described below). On February 8, 2019, in connection with the alignment of the Catholic Health Ministries of CHI and Dignity Health, the CommonSpirit Health Board of Stewardship Trustees approved CommonSpirit Health Corporate Responsibility Policy No. G-001, a CommonSpirit Health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing CHI COI policies and pre-closing Dignity Health COI policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing CHI COI policies shall continue to apply to the CHI entities and the individuals who were subject to the Pre-Closing CHI COI policies; and the Pre-Closing Dignity Health COI policies shall continue to apply to the Dignity Health entities and the individuals who were subject to the Pre-Closing Dignity Health COI policies. Until CommonSpirit Health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the Pre-Closing CHI COI policies from and after the effective date of Corporate Responsibility Policy No. G-001: 1. Members of the CommonSpirit Health Board of Stewardship Trustees and members of the committees of the Board of Stewardship Trustees; 2. Corporate officers of CommonSpirit Health; 3. Members of the Board of Directors of Dignity Health and members of the committees of the Board of Directors of Dignity Health. CHI Governance Policy No. 1: The policy applies to the following persons: members of the board of stewardship trustees and its committees; members of any direct affiliate or subsidiary board and their committees; employees and researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. A. Disclosure obligations: 1. Ongoing: Each person is required to promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: In addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) Initially: 1) Upon hiring (employees), 2) Appointment (board / committee members), 3) Upon consideration of affiliation with research sponsor (researchers). b) Annually: 1) Board / committee members, 2) Employees at the level vice president or above, 3) Researchers, 4) Supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) Other employees as determined by CommonSpirit Health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: In the absence of perceived, potential or actual conflicts of interest, no follow-up conflicts review is required or performed. 2. Disclosure of perceived, potential or actual conflicts: a) Are initially reviewed by national or regional legal or corporate responsibility team members (depending upon the role of the individual disclosing the actual or potential conflict) to determine whether an actual or potential for a conflict may exist. b) If it is determined that a potential or actual conflict may exist, I. In the case of board or committee members or officers, issues are elevated to the executive committee of the board or board chair. II. In the case of other persons, conflicts issues are elevated to the conflicts of interest review committee ("C-CIRC"). C. Conflicts determination and management: 1. Matters elevated to C-CIRC: a) The C-CIRC determines whether a disclosed or otherwise identified interest is a conflict of interest. If the C-CIRC determines that a COI exists, and adequate controls are not in place to mitigate the conflict, the C-CIRC facilitates development of a COI management plan designed to mitigate the conflict. Designated entity staff are responsible for monitoring the COI management plan and for documenting monitoring activities. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest. b) Appeal - if a person does not agree with a determination made by the C-CIRC, its interpretation of the COI policy, still seeks an exemption or exception, or seeks further clarification of the C-CIRC 's decision, the individual may appeal the decision through his or her manager for reconsideration by the C-CIRC, and the C-CIRC will review and issue a final determination based upon any new or additional information presented. 2. Matters elevated to the executive committee or board chair: a) Determination of existence of conflict - the board chair or his or her designee performs any further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair assumes the chair's role outlined in the COI policy. Based on review and evaluation of the relevant facts and circumstances, the board chair makes an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, is made. The board chair then makes an appropriate report to the executive committee of the board concerning the COI review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required under the COI policy, the matter is submitted to the board's executive committee, which makes a final determination as to the matter presented. That determination, including relevant facts and circumstances, is reflected in the executive committee minutes and is reported to the board. b) Board evaluation of transactions involving an officer / board member conflict of interest - I. The board carefully scrutinizes and must in good faith approve or disapprove any transaction in which CHI or a CHI entity is a party and in which the trustee or a corporate officer either: 1. Has a material financial interest; or 2. Is a trustee or corporate officer of the other party (other than a CHI affiliated organization). II. The board must approve the transaction by a majority of the trustees on the board (not counting any interested trustee). In reviewing such transactions between CHI or CHI entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board acts no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction is not approved unless the board determines that the transaction is fair to CHI or the CHI entity. III. A conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the approval or disapproval of the conflicted transaction. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official | During the 2018 calendar year, Catholic Health Initiatives ("CHI") had a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges were reviewed annually in comparison to market data. Catholic Health Initiatives used Korn Ferry 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 was reviewed annually. Korn Ferry reviewed both cash and total compensation for overall reasonableness, for adherence to Catholic Health Initiatives' compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review was delivered by Korn Ferry to the CHI HR committee of the Board of Stewardship Trustees annually at their September meeting and minutes shared with the full board at the December meeting. The last review was September 25, 2018. In addition, Korn Ferry completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels were reviewed annually and revised based on market data, where applicable. |
| Form 990, Part VI, Line 15b Process to establish compensation of other employees | SEE NARRATIVE FOR FORM 990, PART VI, SECTION B, LINE 15A. |
| Form 990, Part VI, Line 19 Required documents available to the public | CommonSpirit Health's articles of incorporation are available on the Colorado Secretary of State website. CommonSpirit Health's consolidated audited financial statements are available on the CommonSpirit website at www.commonspirit.org or on the CHI website at www.catholichealthinitiatives.org. CommonSpirit Health's bylaws and conflict of interest policy are not publicly available. |
| Form 990, Part VII, Section A RELATED ORGANIZATION COMPENSATION | Dignity Health Related Organization Compensation: In connection with the alignment of the Catholic Health Ministries of Catholic Health Initiatives ("CHI") and Dignity Health, Dignity Health became a related organization of CommonSpirit Health (formerly known as Catholic Health Initiatives) in February 2019. Because Dignity Health wasn't a related organization during the calendar year ending within CommonSpirit Health's tax year, the organization is not required to report compensation paid by Dignity Health on Part VII. |
| Form 990, Part VIII, Line 11d Other Miscellaneous Revenue | Other Miscellaneous Revenue - Total Revenue: 218982, Related or Exempt Function Revenue: , Unrelated Business Revenue: 4299, Revenue Excluded from Tax Under Sections 512, 513, or 514: 214683; |
| Form 990, Part IX, Line 11g Other Fees | Purchased Services - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 44831043, Fundraising Expenses: ; Consulting - Total Expense: 64232433, Program Service Expense: 1163358, Management and General Expenses: 63069075, Fundraising Expenses: ; Contract Labor - Total Expense: 14701911, Program Service Expense: 5499705, Management and General Expenses: 9202206, Fundraising Expenses: ; Contract Services - Total Expense: 459162, Program Service Expense: 0, Management and General Expenses: 459162, Fundraising Expenses: ; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | Capital Resource Pool Contributions - 92869843; Equity Transfers to/from affiliates - -17371; Pension Plan - -XXX-XX-XXXX; Returned Grants - 1232315; Qualchoice Capital Contributions - -17500010; Write-off of Affiliate Receivables - -92710146; Dissolution of CHI Physician Services - -15299; Write-off of Investments - PMA - -687840; Equity Changes in Unconsolidated Orgs - 44666058; |
| Software ID: | 18007697 |
| Software Version: | 2018v3.1 |