Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and 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 | |||||
|
Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 9,132 | 235,047 | 1,364,446 | 1,608,625 | ||
| 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 | 21,235,860 | 25,016,041 | 28,607,681 | 29,482,783 | 33,708,802 | 138,051,167 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | 712,774 | 755,585 | 757,936 | 705,187 | 489,277 | 3,420,759 |
| 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 | 21,957,766 | 25,771,626 | 29,600,664 | 30,187,970 | 35,562,525 | 143,080,551 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 0 | |||||
| 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. | 0 | |||||
| c | Add lines 7a and 7b.. | 0 | |||||
| 8 | Public support. (Subtract line 7c from line 6.) | 143,080,551 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 21,957,766 | 25,771,626 | 29,600,664 | 30,187,970 | 35,562,525 | 143,080,551 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 217 | 25,754 | 26,535 | 646 | 415 | 53,567 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | 217 | 25,754 | 26,535 | 646 | 415 | 53,567 |
| 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.) .. | 383,925 | 511,875 | 341,806 | 455,334 | 400,354 | 2,093,294 |
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 22,341,908 | 26,309,255 | 29,969,005 | 30,643,950 | 35,963,294 | 145,227,412 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 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) |
||||
| 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): |
|||||
| 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 2019 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-2019 |
(iii) Distributable Amount for 2019 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2019 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2019: | ||||
| a From 2014....... | ||||
| b From 2015....... | ||||
| c From 2016....... | ||||
| d From 2017....... | ||||
| e From 2018....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2019 distributable amount | ||||
|
i
Carryover from 2014 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2019 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2019 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2019, 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 2019. 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 2020. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2015..... | ||||
| b Excess from 2016..... | ||||
| c Excess from 2017..... | ||||
| d Excess from 2018..... | ||||
| e Excess from 2019..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: | OTHER EXCLUDED REVENUE - 2015 AMOUNT: $ 383,925. 2016 AMOUNT: $ 511,875. 2017 AMOUNT: $ 341,806. 2018 AMOUNT: $ 455,334. 2019 AMOUNT: $ 400,354. |
| Software ID: | |
| Software Version: |
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 4A: | CENTENNIAL MEDICAL GROUP (CMG) IS AN OREGON NON-PROFIT CORPORATION FORMED ON JANUARY 1, 2009, TO INCREASE ACCESS TO QUALITY CLINICAL PHYSICIAN SERVICES FOR THE RESIDENTS OF DOUGLAS COUNTY, OREGON, THE SERVICE AREA OF ITS SOLE MEMBER, MERCY MEDICAL CENTER. DOUGLAS COUNTY, OREGON IS A DESIGNATED HEALTH PROFESSIONAL SHORTAGE AREA (HPSA). MERCY MEDICAL CENTER (MMC) IS THE APPLICANT'S SOLE CORPORATE MEMBER AND AN OREGON NON-PROFIT HOSPITAL EXEMPT FROM FEDERAL INCOME TAX AS AN ORGANIZATION DESCRIBED UNDER 501(C)(3) AND 170(B)(1)(A)(III) OF THE INTERNAL REVENUE CODE (IRC) PURSUANT TO THE GROUP RULING ISSUED TO THE UNITED STATES CATHOLIC CONFERENCE OF BISHOPS. FOUNDED IN 1909, MMC IS A 174-BED FACILITY WITH A LEVEL III TRAUMA DESIGNATION WITH AN ADULT AND ADOLESCENT INTENSIVE CARE. MMC OPERATES A 24-HOUR EMERGENCY ROOM 365 DAYS PER YEAR. THE EMERGENCY ROOM IS OPEN TO ALL INDIVIDUALS REGARDLESS OF ABILITY TO PAY. MMC PARTICIPATES IN MEDICARE AND MEDICAID, AND HAS AN ACTIVE CHARITY CARE PROGRAM. MMC SERVES ALL PERSONS IN DOUGLAS COUNTY, OREGON (POP. 107,000) ON A NONDISCRIMINATORY BASIS REGARDLESS OF ABILITY TO PAY. MMC HAS A BOARD OF DIRECTORS THAT IS COMPRISED OF INDEPENDENT COMMUNITY REPRESENTATIVES. CMG IS EXEMPT FROM TAX AS AN IRC 501(C)(3) CHARITABLE ORGANIZATION WITH NON-PRIVATE FOUNDATION STATUS AS A PUBLICLY SUPPORTED ORGANIZATION PURSUANT TO IRC 509(A)(2). CMG IS A MULTI-SPECIALTY PHYSICIAN CLINIC SERVING THE RESIDENTS OF DOUGLAS COUNTY, OREGON. THE FORMATION OF CMG PROVIDES AN INTEGRATED PLATFORM FOR THE DELIVERY OF HEALTH CARE BY CMG'S EMPLOYED HOSPITALISTS, PRIMARY CARE PHYSICIANS AND SPECIALISTS. BECAUSE THE PHYSICIANS WILL BE INTEGRATED INTO ONE MULTI-SPECIALTY PRACTICE, IT IS ANTICIPATED THAT PHYSICIANS WILL BETTER COORDINATE TRAINING AND EDUCATION ACTIVITIES AMONG THE SPECIALTIES. FURTHER, AS A RESULT OF THE INTEGRATION, PATIENTS WILL BENEFIT FROM ACCESS TO A BROAD RANGE OF PRIMARY AND SPECIALTY PHYSICIANS CAPABLE OF PROVIDING WELL COORDINATED CARE. MMC WILL PROVIDE CMG WITH BACK OFFICE SUPPORT INCLUDING BUT NOT LIMITED TO ACCOUNTING, PROVIDER CONTRACTING, INVESTMENT SUPPORT, HUMAN RESOURCES, AND PRACTICE MANAGEMENT, AS WELL AS ACCESS TO PATIENT ELECTRONIC MEDICAL RECORDS. MMC'S SUPPORT WILL FREE CMG'S PHYSICIANS TO FOCUS ON WHAT THEY DO BEST - DELIVERY OF HIGH QUALITY PATIENT CARE. FURTHER, AS MENTIONED PREVIOUSLY, CMG IS LOCATED IN A DESIGNATED HEALTH CARE SHORTAGE AREA. MMC WORKS WITH A LOCAL TEAM OF COMMUNITY HEALTH REPRESENTATIVES TO ASCERTAIN THE NEED FOR OTHER PHYSICIAN SPECIALTIES IN THE COMMUNITY. THE TEAM'S MOST RECENTLY CONDUCTED NEEDS ASSESSMENT INDICATED A SHORTAGE OF PHYSICIANS IN DOUGLAS COUNTY FOR SPECIALTIES INCLUDING HOSPITALIST, PHYSICAL MEDICINE, NEUROLOGY, ORTHOPEDICS, GASTROENTEROLOGY, UROLOGY, RADIATION/ONCOLOGY, AND PSYCHIATRY. THE EXISTENCE OF CMG AS AN EFFICIENT, WELL-INTEGRATED PRIMARY AND SPECIALTY CLINIC IS EXPECTED TO HAVE A POSITIVE IMPACT ON MMC'S ABILITY TO RECRUIT ADDITIONAL SPECIALTY PHYSICIANS TO THE COMMUNITY. CMG MEETS THE FOLLOWING CRITERIA, QUALIFYING IT AS AN IRC SEC. 501(C)(3) HEALTH CARE ORGANIZATION. COMMUNITY BOARD - MMC'S BOARD OF DIRECTORS IS COMPRISED OF 25% PHYSICIANS, 65% COMMUNITY MEMBERS AND 10% MANAGEMENT. CMG HAS A THREE PERSON BOARD, ALL OF WHOM ARE APPOINTED BY THE CORPORATE MEMBER, ONE OF WHOM IS A PHYSICIAN. ACCORDINGLY, BECAUSE THE CMG MANAGEMENT MUST ACT UNDER THE DIRECTION OF THE MMC COMMUNITY BOARD, CMG IS ULTIMATELY CONTROLLED BY AN INDEPENDENT COMMUNITY BOARD. OPEN MEDICAL STAFF - CMG WAS FORMED TO CONSOLIDATE THE PATIENT CARE OF CMG'S SPECIALISTS IN THE AREAS OF PATHOLOGY, CARDIOLOGY, SURGERY, HOSPITALIST, ORTHOPEDICS, PULMONOLOGY, AND GASTROENTEROLOGY. WHETHER MMC'S MEDICAL STAFF PRIVILEGES ARE OPEN FOR A PARTICULAR SPECIALTY HAS BEEN DETERMINED ON A SERVICE BY SERVICE BASIS. OF THE CMG SPECIALTY AREAS, ONLY THE HOSPITALISTS AND PATHOLOGISTS ARE CLOSED SPECIALTIES. HOSPITAL CARE - CONSISTENT WITH THE POLICY OF MMC AND CMG, CMG ACCEPTS MEDICARE AND MEDICAID PATIENTS. EMERGENCY ROOM / CHARITY CARE AND OTHER COMMUNITY BENEFIT - THE PHYSICIANEMPLOYEES OF CMG PARTICIPATE IN THE OPERATION OF THE MMC EMERGENCY ROOM WHICH IS OPEN TO ALL REGARDLESS OF ABILITY TO PAY AND WITHOUT DISCRIMINATION. MMC'S EMERGENCY ROOM PROVIDES TREATMENT TO INDIVIDUALS IN NEED OF IMMEDIATE MEDICAL TREATMENT, WITH CONTINUING CARE PROVIDED BY MMC OR CMG, OR OTHER PROVIDERS AS APPROPRIATE. WHILE CMG DOES NOT ITSELF OPERATE AN EMERGENCY ROOM, CMG HAS ADOPTED A CHARITY CARE POLICY MODELED ON THE MMC CHARITY CARE AND DISCOUNT POLICY AND RENDERS CHARITY CARE TO PATIENTS OF MMC AND CMG IN A MANNER SIMILAR TO THE FINANCIAL ASSISTANCE LEVELS RENDERED BY THE HOSPITAL. ELIGIBILITY FOR CHARITY CARE DISCOUNTS IS DETERMINED BASED ON INCOME LEVELS AT OR BELOW 400% OF THE FEDERAL POVERTY GUIDELINES AND ANY EXTENUATING CIRCUMSTANCES. FOR THE FISCAL YEAR ENDED JUNE 30, 2020, CMG PROVIDED $8,262,306 IN UNCOMPENSATED CARE. IN ADDITION, CMG PARTICIPATES OR HAS PARTICIPATED IN MMC'S COMMUNITY EDUCATION ACTIVITIES BY PROVIDING EMPLOYED PHYSICIANS TO LECTURE TO THE PUBLIC, PROVIDE GUIDANCE REGARDING ADVANCE DIRECTIVES, AND PROVIDE PREVENTATIVE HEALTH SCREENINGS. APPLICATION OF SURPLUS - TO THE EXTENT THAT CMG'S ACTIVITIES RESULT IN A SURPLUS, ANY SUCH SURPLUS WILL BE REINVESTED INTO PROGRAMS THAT ENHANCE PATIENT CARE. |
| FORM 990, PART V, LINE 2A: | CENTENNIAL MEDICAL GROUP (CMG) CONTRACTS PHYSICIANS FROM MERCY MEDICAL CENTER, INC. (MMC), A RELATED ORGANIZATION. THESE PHYSICIANS ARE CONTRACTUALLY EMPLOYED BY CMG, AND ARE REPORTED ON PART VII AS REQUIRED. HOWEVER, SINCE THESE EMPLOYEES ARE PAID BY MMC, CMG DID NOT REPORT ANY EMPLOYEES ON FORM W-3. ACCORDINGLY, THE ORGANIZATION HAS REPORTED ZERO ON FORM 990, PART V, LINE 2A AND FORM 990, PART VII, SECTION A, LINE 2. |
| FORM 990, PART VI, SECTION A, LINE 1 | PURSUANT TO SECTION 8.1 OF THE BYLAWS OF CENTENNIAL MEDICAL GROUP, INC., THE BOARD OF DIRECTORS MAY, BY RESOLUTION ADOPTED BY A MAJORITY OF THE VOTING DIRECTORS THEN IN OFFICE, ESTABLISH ONE OR MORE COMMITTEES, AS NEEDED OR REQUIRED TO CONDUCT AND TRANSACT THE BUSINESS OF THE CORPORATION. EXCEPT AS OTHERWISE PROVIDED IN THESE BYLAWS, THE BOARD OF DIRECTORS MAY SET THE QUALIFICATIONS FOR MEMBERSHIP ON ANY COMMITTEE IT MAY ESTABLISH; PROVIDED THAT EACH COMMITTEE OTHER THAN THE NOMINATING ADVISORY COMMITTEE SHALL CONSIST OF AT LEAST TWO DIRECTORS OF THE CORPORATION. COMMITTEES MAY INCLUDE PERSONS OTHER THAN DIRECTORS, EXCEPT THAT A COMMITTEE THAT HAS THE AUTHORITY TO ACT ON BEHALF OF THE BOARD OF DIRECTORS MUST INCLUDE ONLY DIRECTORS OF THE CORPORATION. MINUTES OF ALL COMMITTEE MEETINGS SHALL BE RECORDED AND COPIES OF SUCH MINUTES SHALL BE PROVIDED TO THE BOARD OF DIRECTORS. ACTIONS OF COMMITTEES SHALL BE SUBJECT TO RATIFICATION BY THE FULL BOARD OF DIRECTORS. THE PROVISIONS OF ARTICLE VI OF THESE BYLAWS WITH RESPECT TO REGULAR AND SPECIAL MEETINGS, QUORUM, MANNER OF ACTING, ACTION WITHOUT A MEETING, NOTICE, AND WAIVER OF NOTICE SHALL ALSO APPLY TO ALL COMMITTEES ESTABLISHED BY THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 6 | ACCORDING TO THE BYLAWS OF CENTENNIAL MEDICAL GROUP, INC., THE ENTITY'S SOLE MEMBER IS MERCY MEDICAL CENTER, INC., AN OREGON NONPROFIT CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | PURSUANT TO SECTION 6.5 OF CENTENNIAL MEDICAL GROUP, INC.'S BYLAWS, DIRECTORS SHALL BE APPOINTED BY THE CORPORATE MEMBER NO LATER THAN JUNE 30TH OF EACH YEAR, AS NEEDED TO FILL ANY EXPIRED TERMS OR VACANCIES AMONG THE DIRECTORS |
| FORM 990, PART VI, SECTION A, LINE 7B | THE ORGANIZATION'S CORPORATE MEMBER IS MERCY MEDICAL CENTER, INC.. PURSUANT TO SECTION 5.4 OF THE ORGANIZATION'S BYLAWS, BOTH MERCY MEDICAL CENTER, INC. AND COMMONSPIRIT HEALTH (MERCY MEDICAL CENTER, INC.'S SOLE CORPORATE MEMBER) HAVE RESERVED POWERS AS OUTLINED IN THE COMMONSPIRIT HEALTH GOVERNANCE MATRIX. PURSUANT TO THE GOVERNANCE MATRIX THE FOLLOWING RIGHTS ARE HELD BY THE MERCY MEDICAL CENTER, INC. BOARD: *APPROVE MEMBERS OF THE CENTENNIAL MEDICAL GROUP, INC. BOARD *AMENDMENT OF THE CORPORATE DOCUMENTS OF THE CENTENNIAL MEDICAL GROUP, INC. *APPROVE REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE CENTENNIAL MEDICAL GROUP, INC. *ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR THE CENTENNIAL MEDICAL GROUP, INC. THE FOLLOWING RIGHTS ARE RESERVED TO THE COMMONSPIRIT HEALTH BOARD DIRECTLY OR THROUGH POWERS DELEGATED TO THE COMMONSPIRIT HEALTH CHIEF EXECUTIVE OFFICER: *SUBSTANTIAL CHANGE IN THE MISSION OR PHILOSOPHY OF THE CENTENNIAL MEDICAL GROUP, INC. *REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE CENTENNIAL MEDICAL GROUP, INC. *APPROVAL OF ISSUANCE OF DEBT BY CENTENNIAL MEDICAL GROUP, INC. *APPROVAL OF PARTICIPATION OF CENTENNIAL MEDICAL GROUP, INC. IN A JOINT VENTURE *APPROVAL OF FORMATION OF A NEW CORPORATION BY CENTENNIAL MEDICAL GROUP, INC. *APPROVAL OF A MERGER INVOLVING THE CENTENNIAL MEDICAL GROUP, INC. *APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CENTENNIAL MEDICAL GROUP, INC. *TO REQUIRE THE TRANSFER OF ASSETS BY THE CENTENNIAL MEDICAL GROUP, INC. TO COMMONSPIRIT HEALTH TO ACCOMPLISH COMMONSPIRIT HEALTH'S GOALS AND OBJECTIVES, AND TO SATISFY COMMONSPIRIT HEALTH DEBTS. PURSUANT TO SECTION 5.5.2 OF THE ORGANIZATION'S BYLAWS, MERCY MEDICAL CENTER, INC. OR COMMONSPIRIT HEALTH MAY, IN EXERCISE OF THEIR APPROVAL POWERS, GRANT OR WITHHOLD APPROVAL IN WHOLE OR IN PART, OR MAY, IN ITS COMPLETE DISCRETION, AFTER CONSULTATION WITH THE BOARD AND ITS PRESIDENT AND THE CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION, RECOMMEND SUCH OTHER OR DIFFERENT ACTIONS AS IT DEEMS APPROPRIATE. (CHCF RESERVED RIGHTS) EXCEPT AS OTHERWISE PROVIDED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE LAWS OF THE STATE OF ORGANIZATION, CATHOLIC HEALTH CARE FEDERATION ("CHCF") SHALL HAVE SUCH RIGHTS AS ARE RESERVED TO THE CORPORATE MEMBER, ACTING IN ITS CAPACITY AS THE MEMBERSHIP BODY OF CHCF, UNDER THE GOVERNANCE MATRIX. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE RETURN IS REVIEWED BY THE FINANCE DIRECTOR. ONCE THE FORM 990 HAS BEEN APPROVED BY THE FINANCE DIRECTOR A COPY OF THE RETURN IS PROVIDED TO THE BOARD MEMBERS PRIOR TO BEING FILED WITH THE IRS. SUBSEQUENT TO PROVIDING A COPY OF THE RETURN TO THE BOARD MEMBERS, THE TAX DEPARTMENT FILES THE RETURN WITH THE APPROPRIATE FEDERAL AND STATE AGENCIES, MAKING ANY NON-SUBSTANTIVE CHANGES NECESSARY TO EFFECT E-FILING. ANY SUCH CHANGES ARE NOT RE-SUBMITTED TO THE FINANCE DIRECTOR. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE ORGANIZATION HAS A CONFLICTS OF INTEREST ("COI") POLICY (THE "POLICY") IN PLACE TO MAINTAIN THE INTEGRITY OF ITS ACTIVITIES. THE POLICY APPLIES TO THE FOLLOWING PERSONS ("COVERED PERSONS"): MEMBERS OF THE COMMONSPIRIT HEALTH ("COMMONSPIRIT") BOARD OF STEWARDSHIP TRUSTEES AND ITS COMMITTEES; COMMONSPIRIT HEALTH CORPORATE OFFICERS; MEMBERS OF THE DIGNITY HEALTH BOARD OF STEWARDSHIP TRUSTEES AND ITS COMMITTEES. IN ADDITION, THE POLICY APPLIES TO ORGANIZATIONS THAT WERE AFFILIATES AND SUBSIDIARIES OF COMMONSPIRIT HEALTH PRIOR TO ITS AFFILIATION WITH DIGNITY HEALTH ("CHI ENTITIES"). COVERED PERSONS OF CHI ENTITIES INCLUDE: MEMBERS OF ANY CHI ENTITY DIRECT AFFILIATE OR SUBSIDIARY BOARD AND THEIR COMMITTEES; EMPLOYEES OF CHI ENTITIES; AND CHI ENTITY RESEARCHERS (AS DEFINED BY THE POLICY). DISCLOSURE, REVIEW AND MANAGEMENT OF PERCEIVED, POTENTIAL OR ACTUAL CONFLICTS OF INTEREST ARE ACCOMPLISHED THROUGH A DEFINED COI DISCLOSURE REVIEW PROCESS. ALL COVERED PERSONS ARE REQUIRED TO DISCLOSE ACTUAL OR POTENTIAL CONFLICTS AND MUST DISCLOSE THAT CONFLICT TO HIS/HER DIRECT MANAGER (OR OTHER PERSON AS IS APPROPRIATE PER POLICY). SUCH DISCLOSURE IS REQUIRED ON A TRANSACTIONAL BASIS AT THE TIME SUCH CONFLICTS ARISE, WHEN AN INDIVIDUAL BECOMES A COVERED PERSON (E.G. UPON HIRING OR BOARD APPOINTMENT), AND ANNUALLY THEREAFTER. DISCLOSURES OF PERCEIVED, POTENTIAL OR ACTUAL CONFLICTS ARE INITIALLY REVIEWED BY NATIONAL OR REGIONAL LEGAL OR CORPORATE RESPONSIBILITY TEAM MEMBERS TO DETERMINE WHETHER AN ACTUAL OR POTENTIAL CONFLICT MAY EXIST. IF IT IS DETERMINED THAT A POTENTIAL OR ACTUAL CONFLICT EXISTS, ISSUES ARE ELEVATED TO THE BOARD EXECUTIVE COMMITTEE OR BOARD CHAIR (FOR BOARD OR OFFICER CONFLICTS), OR THE CONFLICTS OF INTEREST REVIEW COMMITTEE (FOR ANY OTHER CONFLICT). THE PROCEDURES FOR ADDRESSING A CONFLICT RELATED TO A PROPOSED TRANSACTION IN THE CASE OF GOVERNING BODIES OR A CORPORATE OFFICER INCLUDE, BUT ARE NOT LIMITED TO 1) DISCLOSURE TO THE BOARD, 2) THE TRUSTEE OR CORPORATE OFFICER BEING EXCUSED FROM THE MEETING DURING DISCUSSION AND VOTE ON THE CONFLICT OF INTEREST (ALTHOUGH HE OR SHE MAY RESPOND TO PERTINENT QUESTIONS IF THE KNOWLEDGE IS RELEVANT), AND 3) BOARD APPROVAL OF THE TRANSACTION BY A MAJORITY OF DISINTERESTED MEMBERS. IN ADDITION, BOARDS CAREFULLY REVIEW AND SCRUTINIZE ANY NON-TRANSACTIONAL CONFLICTS OF INTEREST. IN SUCH CIRCUMSTANCES, BY A MAJORITY VOTE OF THE DISINTERESTED TRUSTEES, THE BOARD TAKES WHATEVER ACTION IS DEEMED APPROPRIATE. FOR CONFLICTS NOT INVOLVING A BOARD MEMBER OR OFFICER, THE CONFLICTS OF INTEREST REVIEW COMMITTEE ("C-CIRC") WILL FACILITATE A COI MANAGEMENT PLAN TO MITIGATE THE CONFLICT IF ADEQUATE CONTROLS AREN'T ALREADY IN PLACE. 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. |
| FORM 990, PART VI, SECTION B, LINE 15 | LINE 15A: THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL'S COMPENSATION IS ESTABLISHED BY CHI FRANCISCAN HEALTH, A RELATED ORGANIZATION, AND PAID BY MERCY MEDICAL CENTER. ALL EXECUTIVE COMPENSATION ARRANGEMENTS WITH ANY PERSON OF SUBSTANTIAL INFLUENCE ARE SUBJECT TO REVIEW AND APPROVAL BY THE CHI FRANCISCAN HEALTH BOARD OF DIRECTORS, OR AN AUTHORIZED COMMITTEE OF THE BOARD, IN ACCORDANCE WITH THE EXECUTIVE COMPENSATION REVIEW POLICY. EXECUTIVE COMPENSATION ARRANGEMENTS WITH ANY PHYSICIAN WHO IS A PERSON OF SUBSTANTIAL INFLUENCE MERCY MEDICAL CENTER, INC. 93-0386868 ARE NOT SUBJECT TO THIS POLICY, BUT SHALL BE REVIEWED AND APPROVED IN ACCORDANCE WITH THE SYSTEM'S PHYSICIAN TRANSACTION REVIEW POLICY. LINE 15B: CENTENNIAL MEDICAL GROUP (CMG) CONTRACTS EMPLOYEES FROM MERCY MEDICAL CENTER, INC. ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES THAT ARE CONTRACTUALLY EMPLOYED BY CMG ARE SUBJECT TO THE COMPENSATION REVIEW POLICY OF MERCY MEDICAL CENTER. MERCY MEDICAL CENTER, INC ANNUALLY SEEKS COMPARABLE MARKET DATA FOR THEIR VPS FROM AN INDEPENDENT SOURCE. THE DATA IS PRESENTED TO A SUBCOMMITTE OF THE BOARD WHO APPROVES ANY INCREASES FROM A MARKET PERSPECTIVE. INCREASES ARE RECOMMENDED DEPENDING ON THE DATA AND FINANCES. FOR KEY PERSONNEL THAT HAVE EMPLOYMENT CONTRACTS IN PLACE, THE CONTRACT IS FOLLOWED FOR ANY INCREASES (MOST CONTRACTS ARE FOR 3 YRS). CONTRACT RENEWALS ARE APPROVED BY A PHYSICIAN TRANSACTION COMMITTEE. EMPLOYEES THAT HAVE EMPLOYMENT CONTRACTS AREN'T PART OF THE MERIT OR MARKET REVIEW PROCESS. PERSONS ELIGIBLE FOR MERIT INCREASES HAVE AN ANNUAL EVALUATION THAT IS APPROVED BY THE HIGHEST LEVEL OF SENIOR MANAGEMENT. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN COMMONSPIRIT HEALTH'S CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.COMMONSPIRIT.ORG. |
| FORM 990, PART VII, SECTION A, LINE 2: | CENTENNIAL MEDICAL GROUP (CMG) CONTRACTS PHYSICIANS FROM MERCY MEDICAL CENTER, INC. (MMC), A RELATED ORGANIZATION. THESE PHYSICIANS ARE CONTRACTUALLY EMPLOYED BY CMG, AND ARE REPORTED ON PART VII AS REQUIRED. HOWEVER, SINCE THESE EMPLOYEES ARE PAID BY MMC, CMG DID NOT REPORT ANY EMPLOYEES ON FORM W-3. ACCORDINGLY, THE ORGANIZATION HAS REPORTED ZERO ON FORM 990, PART V, LINE 2A AND FORM 990, PART VII, SECTION A, LINE 2. |
| FORM 990, PART XI, LINE 9: | ASC 842 ADJUSTMENT -97,778. |
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