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 | |||||
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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.") . | 343,899 | 349,655 | 422,613 | 345,645 | 1,895,715 | 3,357,527 |
| 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 | 79,948,185 | 86,249,318 | 86,068,640 | 94,477,770 | 96,118,378 | 442,862,291 |
| 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 | 80,292,084 | 86,598,973 | 86,491,253 | 94,823,415 | 98,014,093 | 446,219,818 |
| 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.) | 446,219,818 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 80,292,084 | 86,598,973 | 86,491,253 | 94,823,415 | 98,014,093 | 446,219,818 |
| 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. | 7,697 | 7,697 | ||||
| c | Add lines 10a and 10b. | 7,697 | 7,697 | ||||
| 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.).. | 80,292,084 | 86,598,973 | 86,498,950 | 94,823,415 | 98,014,093 | 446,227,515 |
| 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 |
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| 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 |
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| 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) |
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| 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 |
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| Return Reference | Explanation |
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| 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: | I. INTRODUCTION MEMORIAL HEALTH PARTNERS FOUNDATION, INC. (MHPF) IS A TENNESSEE NONPROFIT CORPORATION THAT WAS FORMED ON MARCH 21, 2002 TO PROVIDE MEDICAL SERVICES IN CHATTANOOGA, TENNESSEE AND ITS SURROUNDING COMMUNITY. MHPF OWNS AND OPERATES PHYSICIAN CLINICS AND RELATED FACILITIES IN THE AREA AND ENGAGES IN ACTIVITIES DESIGNED TO PROMOTE THE HEALTH CARE NEEDS OF THE COMMUNITY, IN PARTICULAR THE PROVISION OF HEALTH CARE SERVICES BY PHYSICIANS AND OTHER HEALTH CARE PROFESSIONALS. MHPF CURRENTLY PROVIDES SERVICES AT 40 CLINIC LOCATIONS THROUGH 84 PHYSICIAN EMPLOYEES AND 49 MID-LEVEL PROVIDER EMPLOYEES. MHPF ALSO PROVIDES HOSPITALIST SERVICES AT MEMORIAL HEALTH CARE SYSTEM CAMPUSES THROUGH 54 PHYSICIAN EMPLOYEES AND 14 MID-LEVEL PROVIDER EMPLOYEES. MEDICAL CARE IS PROVIDED TO ALL PERSONS IN THE COMMUNITY, REGARDLESS OF THEIR ABILITY TO PAY. MHPF'S SOLE CORPORATE MEMBER IS MEMORIAL HEALTH CARE SYSTEM, INC. (MHCS), A KENTUCKY NONPROFIT CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501 (C) (3) OF THE INTERNAL REVENUE CODE. MHPF AND MHCS ARE PART OF A NATIONWIDE SYSTEM OF NONPROFIT, TAX-EXEMPT HEALTH CARE PROVIDERS OF WHICH CATHOLIC HEALTH INITIATIVES, INC. (CHI), A COLORADO NONPROFIT CORPORATION WHICH IS ALSO EXEMPT FROM FEDERAL TAX AS AN ORGANIZATION DESCRIBED UNDER SECTION 501(C)(3), SERVES AS THE SOLE CORPORATE MEMBER. AS A PART OF THE CHI SYSTEM, MHPF AND MHCS OPERATE IN CONFORMITY WITH THE MISSION OF CHI, WHICH AMONG OTHER THINGS OBLIGATES MHPF AND MHCS TO OPERATE IN WAYS THAT "NURTURE THE HEALING MINISTRY OF THE CHURCH, BRINGING IT NEW LIFE, ENERGY AND VIABILITY IN THE 21ST CENTURY, AND THAT "EMPHASIZE HUMAN DIGNITY AND SOCIAL JUSTICE IN THE CREATION OF HEALTHIER COMMUNITIES." MHPF IS DEDICATED TO CHRISTIAN VALUES AND IS ABLE TO INCORPORATE EFFICIENT PRACTICES TO ENSURE CONTINUATION OF ITS MISSION INTO THE FUTURE. MHPF PARTICIPATES IN TNCARE AND MEDICARE, AND HAS AN ACTIVE CHARITY CARE PROGRAM. MHPF WAS GRANTED TAX EXEMPT STATUS ON MARCH 24, 2002 AS A 509 (A) 2 ENTITY. II. COMMUNITY BENEFIT APPROACH MHPF'S 40 CLINICS ARE DISPERSED IN SIX COUNTIES IN SOUTHEAST TENNESSEE AND NORTHEAST GEORGIA. SINCE ITS FORMATION IN 2002, MHPF'S PRIMARY FOCUS HAS BEEN THE PROVISION OF HEALTH CARE SERVICES AND THE PROMOTION OF A HEALTH COMMUNITY. MHPF UNDERSTANDS THE NEEDS IN MEDICALLY UNDERSERVED AREAS WITHIN CHATTANOOGA AND OPERATES A CLINIC CENTRAL TO MANY OF THOSE AREAS IN ORDER TO PROVIDE CARE TO THE UNDERSERVED. MHPF AS A RESULT COMMITS SUBSTANTIAL RESOURCES TO SPONSOR A BROAD RANGE OF SERVICES TO BOTH THE POOR AS WELL AS THE BROADER COMMUNITY. BENEFITS FOR THE POOR INCLUDE THE COST OF PROVIDING SERVICES TO PERSONS WHO CANNOT AFFORD HEALTH CARE DUE TO INADEQUATE RESOURCES AND/OR WHO ARE UNINSURED OR UNDERINSURED, AND INCLUDE TRADITIONAL CHARITY CARE, UNPAID COSTS OF MEDICAID, AND OTHER UNPAID COSTS OF CLINICS. BENEFITS PROVIDED TO THE BROADER COMMUNITY ALSO INCLUDE THE COSTS OF PROVIDING SERVICES TO OTHER POPULATIONS WHO MAY NOT QUALIFY AS POOR BUT MAY NEED SPECIAL SERVICES AND SUPPORT. BENEFITS TO THE BROADER COMMUNITY INCLUDE THE UNPAID COSTS OF MEDICARE PROGRAMS FOR SENIORS. IN FISCAL YEAR 2020, MEMORIAL HEALTH PARTNERS FOUNDATION PROVIDED COMMUNITY BENEFITS AND SERVICES THROUGH APPROXIMATELY 451,957 PATIENT ENCOUNTERS AT A TOTAL COST OF $70,875,316. DONATIONS, GRANTS, AND OTHER RECEIPTS TOTALING $39,724,127 WERE AVAILABLE AS DIRECT OFFSETS TO THESE COSTS. THE MAJOR COMPONENTS OF THESE COMMUNITY SERVICES ARE AS FOLLOWS: COMMUNITY BENEFITS FOR THE POOR: ESTIMATED NUMBER OF PEOPLE SERVED | COMMUNITY BENEFIT COST COST OF CHARITY CARE PROVIDED: 19,314 | 1,830,507 UNREIMBURSED COST OF PUBLIC PROGRAMS: 36,879 | 2,655,147 NON-BILLED SERVICES FOR THE POOR: | 34,385 TOTAL COMMUNITY BENEFITS FOR THE POOR: 56,194 | 4,520,040 BENEFITS FOR THE BROADER COMMUNITY: UNPAID COSTS OF MEDICARE: 395,763 | 26,665,534 TOTAL COMMUNITY BENEFIT INCLUDING THE UNPAID COST OF MEDICARE: 451,957 | 31,185,574 III. UNCOMPENSATED CARE CHARITY CARE IS THE COST OF CARE OF UNINSURED OR UNDER-INSURED, LOW-INCOME PATIENTS WHO ARE NOT EXPECTED TO PAY ALL OF A BILL, OR WHO ARE ABLE TO PAY ONLY A PORTION USING AN INCOME-RELATED SCALE. THOSE RECEIVING CHARITY CARE ARE NOT ELIGIBLE FOR PUBLIC PROGRAMS SUCH AS TENNCARE. MHPF HAS A CHARITY CARE POLICY, WHICH ASSURES THAT ALL PERSONS RECEIVE MEDICALLY NECESSARY, BASIC PHYSICIAN CARE AND SERVICES REGARDLESS OF THEIR ABILITY TO PAY. MHPF PROVIDES A SIGNIFICANT LEVEL OF CHARITY CARE EACH YEAR. IN FY 2020, THE COST OF CHARITY CARE WAS $1,830,507. ADDITIONALLY, MHPF PROVIDED UNREIMBURSED COSTS IN THE AMOUNT OF $2,655,147 FOR PATIENTS WHO QUALIFIED FOR THE TENNCARE PROGRAM. IV. COMMUNITY OUTREACH FOR THE POOR PRIMARY CARE HEALTH CLINICS SEVERAL AREAS OF CHATTANOOGA DO NOT HAVE CONVENIENT ACCESS TO PRIMARY HEALTHCARE SERVICES. TO ANSWER THE NEED FOR MORE CONVENIENT HEALTHCARE, MHPF HAS A COMMUNITY BASED HEALTH CLINIC. THIS CLINICS OPERATE IN FEDERALLY DESIGNATED HEALTHCARE SHORTAGE AREAS BOTH ARE IN MEDICALLY UNDERSERVED AREA/POPULATION (MUA/P). THE CLINIC IS STAFFED WITH NURSE PRACTITIONERS WORKING IN COLLABORATION WITH A PHYSICIAN MEDICAL DIRECTOR WHO ADDRESS PATIENT CARE "HOLISTICALLY" IN A MANNER WHICH ACKNOWLEDGES THE RELATIONSHIPS OF PHYSICAL, MENTAL AND SPIRITUAL HEALTH. THE CLINIC PROVIDE CARE FOR EVERYONE IN THE FAMILY REGARDLESS OF THEIR ABILITY TO PAY. UNREIMBURSED COSTS (IN ADDITION TO COSTS REPORTED IN THE COMMUNITY BENEFITS TABLE ABOVE) IN FY 2020 TOTALED $395,763 FOR THE PRIMARY CARE CLINICS. V. UNBILLED SERVICES FOR THE POOR PHARMACY ASSISTANCE THE COMMUNITY BASED HEALTH CLINIC PROVIDE PHARMACY ASSISTANCE TO UNINSURED AND UNDERINSURED PATIENTS IN THE FORM OF A PHARMACY ASSISTANCE COORDINATOR. THE COORDINATOR APPLIES FOR FINANCIAL AID DIRECTLY WITH PHARMACEUTICAL COMPANIES. WITHOUT THIS ASSISTANCE, THE UNINSURED AND UNDERINSURED PATIENTS WHO ARE CARED FOR IN THE CLINICS MAY NOT HAVE ACCESS TO THE MEDICINES THEY NEED. FOR FISCAL YEAR 2020, MHPF'S COST OF PROVIDING THIS SERVICE WAS $26,705. ACCESS TO SPECIALTY CARE THE COMMUNITY BASED HEALTH CLINIC ALSO COORDINATES ACCESS TO SPECIALTY CARE VIA COORDINATION WITH PROJECT ACCESS, A LOCAL NETWORK OF SPECIALISTS WHO HAVE AGREED TO PROVIDE CARE TO THE UNINSURED AND UNDERINSURED. WITHOUT THIS SERVICE THE CLINICS' UN-INSURED AND UNDER-INSURED PATIENTS MAY NOT BE ABLE TO ACCESS THE SPECIALTY CARE THEY NEED. FOR FISCAL YEAR 2020, MHPF'S COST OF PROVIDING THIS SERVICE WAS $7,680. VI. COMMUNITY OUTREACH FOR THE BROADER COMMUNITY UNPAID COSTS OF MEDICARE MHPF HAS A VERY LARGE MEDICARE POPULATION REPRESENTING ABOUT 52% OF THE TOTAL POPULATION OF PATIENTS SEEN IN FY 2020. MHPF INCURRED $26,665,534 IN UNREIMBURSED COSTS FOR ITS MEDICARE PATIENTS DURING FY 2020. MHPF'S UNREIMBURSED COSTS FROM THE MEDICARE PROGRAM ARE COMPUTED IN A MANNER CONSISTENT WITH A STANDARDIZED APPROACH DEVELOPED BY CATHOLIC HEALTH INITIATIVES FOR REPORTING AND BUDGETING BENEFITS PROVIDED TO THE COMMUNITY. |
| FORM 990, PART VI, SECTION A, LINE 1 | PURSUANT TO SECTION 8.1 OF THE ORGANIZATION'S BYLAWS, 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. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE SOLE MEMBER OF THE ORGANIZATION IS MEMORIAL HEALTH CARE SYSTEM, INC., A KENTUCKY NONPROFIT CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE ORGANIZATION'S SOLE MEMBER HAS THE POWER TO APPOINT, REPLACE OR REMOVE THE MEMBERS OF THE BOARD OF DIRECTORS. 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 A, LINE 7B | THE ORGANIZATION'S CORPORATE MEMBER IS MEMORIAL HEALTH CARE SYSTEM, INC. ("MHCS"). PURSUANT TO THE ORGANIZATION'S BYLAWS, BOTH MHCS AND COMMONSPIRIT HEALTH ([NAME OF DIRECT AFFILIATE]'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 MHCS BOARD: * APPROVE MEMBERS OF THE MHPF BOARD * AMENDMENT OF THE CORPORATE DOCUMENTS OF THE MHPF * APPROVE REMOVAL OF A MEMBER OF THE GOVERNING BODY OF MHPF * ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR THE MHPF 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 MHPF * REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE MHPF * APPROVAL OF ISSUANCE OF DEBT BY MHPF * APPROVAL OF PARTICIPATION OF MHPF IN A JOINT VENTURE * APPROVAL OF FORMATION OF A NEW CORPORATION BY MHPF * APPROVAL OF A MERGER INVOLVING THE MHPF * APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE MHPF * TO REQUIRE THE TRANSFER OF ASSETS BY THE MHPF TO COMMONSPIRIT HEALTH TO ACCOMPLISH COMMONSPIRIT HEALTH'S GOALS AND OBJECTIVES, AND TO SATISFY COMMONSPIRIT HEALTH DEBTS. PURSUANT TO THE ORGANIZATION'S BYLAWS, MHCS 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 | ONCE THE RETURN IS PREPARED, THE RETURN IS REVIEWED BY THE MHP FOUNDATION CEO, MHP FOUNDATION CFO, AND THE MHCS CFO. COPIES OF THE FINAL RETURN ARE THEN PROVIDED TO THE MHP FOUNDATION BOARD MEMBERS. SUBSEQUENT TO THE RETURN BEING PROVIDED TO THE BOARD 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 BOARD. |
| 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 15A | THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL'S COMPENSATION WAS PAID BY COMMONSPIRIT HEALTH, A RELATED ORGANIZATION THE COMMONSPIRIT HEALTH BOARD OF STEWARDSHIP TRUSTEES APPOINTS A HUMAN RESOURCES AND COMPENSATION COMMITTEE, COMPRISED EXCLUSIVELY OF INDEPENDENT DIRECTORS, WHO ARE ACCOUNTABLE FOR APPROVING REASONABLE COMPENSATION PACKAGES FOR EACH OFFICER AND CERTAIN KEY EMPLOYEES (INCLUDING THE PRESIDENT/CEO). THE HUMAN RESOURCES AND COMPENSATION COMMITTEE APPROVES, CONSISTENT WITH THE ORGANIZATION'S PHILOSOPHY AND PRINCIPLES, THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING MERIT INCREASES AND VARIABLE COMPENSATION CRITERIA FOR OFFICERS AND KEY EXECUTIVES. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE ALSO ENGAGES OUTSIDE LEGAL COUNSEL AS NECESSARY AND QUALIFIED INDEPENDENT COMPENSATION AND BENEFITS SPECIALISTS (INDEPENDENT EXPERTS) TO REVIEW, ANALYZE AND PROVIDE BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFITS PACKAGES OF OFFICERS AND KEY EXECUTIVES. APPROPRIATE COMPARABLE DATA IS OBTAINED FROM THE INDEPENDENT EXPERTS, (E.G., TOTAL ECONOMIC BENEFITS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR SIMILAR JOB RESPONSIBILITIES). KEY DELIBERATIONS OF THE COMMITTEE ARE DOCUMENTED IN MEETING MINUTES WHICH ARE APPROVED AT THE NEXT COMMITTEE MEETING AND PROVIDED TO THE BOARD OF STEWARDSHIP TRUSTEES. THE DOCUMENTATION OF THE DELIBERATIONS INCLUDES (A) THE TERMS OF THE AGREEMENT APPROVED AND THE DATE APPROVED; (B) THE MEMBERS OF THE COMMITTEE WHO WERE PRESENT DURING DISCUSSION OF THE APPROVED AGREEMENT AND THOSE WHO VOTED ON IT; AND (C) THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE COMMITTEE AND HOW THE DATA WAS OBTAINED. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST FROM THE ADMINISTRATION DEPARTMENT, AND ARE ALSO AVAILABLE FROM THE TENNESSEE SECRETARY OF STATE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS AVAILABLE 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 VI, LINE 15B: | DURING THE TAX YEAR ENDED 6/30/20, NO CORPORATE OFFICERS RECEIVED COMPENSATION FROM THE ORGANIZATION. ANY EXECUTIVE COMPENSATION PAID TO OFFICERS BY RELATED ORGANIZATIONS WAS SET BY THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE UTILIZING BOTH AN INDEPENDENT CONSULTANT AND COMPARABILITY STUDIES TO DETERMINE COMPENSATION. |
| FORM 990, PART VI, LINE 14: | MHP FOUNDATION (MHPF) FOLLOWS THE DOCUMENT RETENTION AND DESTRUCTION POLICY OF MEMORIAL HEALTH CARE SYSTEM, MHPF'S SOLE CORPORATE MEMBER. HOWEVER, THIS POLICY HAS NOT BEEN FORMALLY ADOPTED BY MHPF'S BOARD OF DIRECTORS. THE DOCUMENT RETENTION POLICY FOR MEMORIAL HEALTH CARE SYSTEM WENT INTO EFFECT IN OCTOBER 2012. |
| FORM 990, PART XI, LINE 9: | ASC 842 ADJUSTMENT -999,454. |
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