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 |
||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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. | 0 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 138 | 335 | 458 | 30 | 961 | |
| 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 ..... | 10,442,611 | 9,032,000 | 6,498,245 | 4,874,567 | 2,378,332 | 33,225,755 |
| 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 | 10,442,749 | 9,032,335 | 6,498,703 | 4,874,597 | 2,378,332 | 33,226,716 |
| 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.) | 33,226,716 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 10,442,749 | 9,032,335 | 6,498,703 | 4,874,597 | 2,378,332 | 33,226,716 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 81,860 | 39,629 | 11,155 | 9,929 | 4,035 | 146,608 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 0 | |||||
| c | Add lines 10a and 10b. | 81,860 | 39,629 | 11,155 | 9,929 | 4,035 | 146,608 |
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | 0 | |||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | 0 | |||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 10,524,609 | 9,071,964 | 6,509,858 | 4,884,526 | 2,382,367 | 33,373,324 |
| 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 0.015 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 0.035 | 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 | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2020 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2020 |
(iii) Distributable Amount for 2020 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2020 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2020: | ||||
| a From 2015....... | ||||
| b From 2016....... | ||||
| c From 2017....... | ||||
| d From 2018....... | ||||
| e From 2019....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2020 distributable amount | ||||
|
i
Carryover from 2015 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2020 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2020 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2020, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2020. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2021. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2016..... | ||||
| b Excess from 2017..... | ||||
| c Excess from 2018..... | ||||
| d Excess from 2019..... | ||||
| e Excess from 2020..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | 20011406 |
| Software Version: | 20.0.2.0 |
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 1 | To realize its goals, the Institute prepares, guides and inspires health leaders, providers and staff to believe that the perfect patient experience is possible and empowers them to dramatically improve their patients lives. This is accomplished by educating other organizations, through the sharing of knowledge and experience, about the Virginia Mason Production System VMPS, which is Virginia Mason Medical Centers management methodology that focuses on delivering the highest quality products through the elimination of waste and defects. The Institutes educational activities are delivered by a team of experienced physicians, nurses and other health care leaders rigorously trained in the Virginia Mason Production System. These activities benefit patients and the community when health care provders use their new knowledge to eliminate unnecessary waste from processes, improve health care quality and reduce the cost of health care delivery to patients locally, nationally and internationally. |
| Form 990, Part VI, Section A, Line 3 | Virginia Mason Medical Center VMMC, a Washington nonprofit corporation qualified as tax exempt under Section 501a of the Internal Revenue Code as an organization described in Section 501c3, is the sole member of Virginia Mason Institute VMI. VMI contracts with VMMC pursuant to the terms of a Management Services Agreement for the provision of certain management services including leased personnel and operations support services. VMMC is the sole employer of all leased personnel and retains full control over the terms and conditions of employment. The VMI Executive Director is employed by VMMC as Executive Director and reports to the VMHS Chairman and Chief Executive Officer. The VMI Executive Director is responsible for the overall operations of VMI. |
| Form 990, Part VI, Section A, Line 4 | Effective January 1, 2021, Fransciscan Health System FHS, Virginia Mason Health System VMHS and CommonSpirit Health CommonSpirit, a member of FHS, completed the affliation ttransaction the Affiliation contemplated by the Affiliation Agreement, dated as of December 21, 2020 pursuant to which, among other things, CommonSpirit formed Virginia Mason Franciscan Health, a Washington nonprofit corporation VMFH. After the effective date, CommonSpirit and VMHS are the sole corporate members of VMFH, which is a controlled subsidiary of CommonSpirit and will be consolidated with Commonspirit for accounting purposes. As a result of the Affiliation, VMFH now governs and manages the combined operations of FHS, Virginia Mason Medical Centee VMMC, Benaorya Research Institute BRI, and certain other affiliates of FHS and VMMC the Combined System susbject to certain VMHS protective reserved powers and other reserved powers held by CommonSpirit and VMFH is now th sole corporate member of both VMMC and BRI. |
| Form 990, Part VI, Section B, Line 6, 7 | Virginia Mason Medical Center VMMC is the sole corporate member of Virginia Mason Institute. VMMC as the sole member has the following approval rights a election or appointment of the Directors and Officers of the Board of Directors b removal of Directors and Officers of the Board of Directors c approval of all long-range plans proposed by the Board of Directors d approval of the annual capital and operating budgets proposed by the Board of Directors e approval of the borrowing of funds where the amount is in excess of Five Hundred Thousand Dollars 500,000 f approval of the sale, lease, exchange, mortgage, pledge or disposal of all or substantially all of the property and assets g approval of all amendments to the Articles of Incorporation or Bylaws and h all other rights and powers as specified in the Washington Nonprofit Corporation Act. |
| Form 990, Part VI, Section B, Line 11b | The final Form 990 tax return is provided to each member of the VMI Board of Directors via electronic delivery by posting on a secure website which allows online viewing of Board documents. |
| Form 990, Part VI, Section B, Line 12c | The Governance Committee of the VMHS Board has delegated accountability for oversight of the process for disclosure, evaluation and management of conflict of interest involving any member of the VMI Board, executive leadership or key employees Covered Person. Pursuant to the Conflict of Interest Policy, an annual conflict of interest questionnaire is distributed to all Covered Persons. In addition, a Covered Person has an on-going duty to disclose the existence of a conflict of interest at any time an actual or potential conflict arises. Each Covered Person is required upon appointment and annually thereafter to attest to a statement that affirms that such person has a received a copy of the Conflict of Interest Policy b has read and understands the Policy c has agreed to comply with the Policy and d understands that Virginia Mason is a charitable organization and that in order to maintain its federal tax exemption must engage primarily in activities that accomplish its tax-exempt purposes. Written disclosures are reviewed by the Governance Committee to determine if an actual or potential conflict of interest exists and if so, how it should be managed. The Covered Person is informed in writing regarding the determination the Conflict of Interest Management Plan. No Covered Person with an actual or potential conflict of interest shall engage in an activity on Virginia Mason Institutes behalf related to the disclosed actual or potential Conflict of Interest unless such activity is permitted by the Conflict of Interest Management Plan or until the Covered Person has undertaken all steps set forth in the Management Plan to manage, reduce or eliminate the conflict. All Covered Persons have a duty to disclose the existence of any actual or potential conflict of interest with respect to meeting agenda items. The Conflict of Interest Policy requires that copies of the Conflict of Interest Questionnaires completed annually by each Covered Person and by Conflict of Interest Management Plan be maintained. In addition, the minutes of the board and all committees with board-delegated powers shall document the disclosure and resolutions of any actual or potential conflict of interest disclosed at such meeting. |
| Form 990, Part VI, Section B, Line 15 | The VMHS Compensation and Benefits Board Committee CBC, a committee composed solely of independent directors none of whom have a conflict of interest, has been delegated responsibility for setting reasonable total compensation packages for each executive, including the VMI Executive Director, officers and key employees Executive consistent with Virginia Masons philosophy and principles. The Board develops and approves annual goals and performance criteria which are used in determining merit increases and variable compensation opportunities for the Executives. The CBC assesses performance against these goals. The CBC selects and engages a qualified independent compensation consultant to review and analyze the total compensation and benefit packages to the Executives. The CBC as part of its analysis obtains from the compensation consultant appropriate comparability data including total compensation paid by similarly situated for profit and nonprofit organizations for positions that are functionally comparable to each of the Executives. With respect to those Executives below the level of Virginia Mason Medical Center Chair/Chief Executive Officer, the CBC requests that the Chair/Chief Executive Officer work with the compensation consultants to formulate a compensation recommendation for each such Executive, consistent with Virginia Masons compensation philosophy and principles. The CBC will consider the significant terms of the agreement with each Executive including the total compensation to be paid and the employees duties and responsibilities. Consistent with Virginia Masons compensation philosophy and principles, the CBC approves total compensation packages for each of the Executives based on information presented to the CBC, reasonableness and the best interest of Virginia Mason. The CBCs decisions regarding compensation for each Executive are documented in written resolutions and minutes of the CBC. The CBC promptly summarizes its action to the Board which is reflected in the Boards minutes. The Executives that were reviewed in 2020 included the VMI Executive Director, all officers and all key employees. |
| Form 990, Part VI, Section C, Line 19 | The organizations Articles, Bylaws, Conflict of Interest Policy, and Financial Statements are made available upon request. |
| Software ID: | 20011406 |
| Software Version: | 20.0.2.0 |
|
Affiliated Group Business Name:
Virginia Mason Institute
Address. Either US or Foreign Type:
1100 Ninth Avenue
Seattle, WA98101 EIN:
26-3763656
Electing Organization Checkbox:
Total Grassroots Lobbying:
0
Total Direct Lobbying:
0
Total Lobbying Expenditures:
0
Other Exempt Purpose Expenditures:
3,869,715
Total Exempt Purpose Expenditures:
3,869,715
Lobbying Nontaxable Amount:
3,139
Grassroots Nontaxable Amount:
785
Tot Lobbying Grassroot Minus Non Tx:
0
Tot Lobby Expend Mns Lobbying Non Tx:
0
Share Of Excess Lobbying:
|
|
Affiliated Group Business Name:
Benaroya Research Institute at Virginia Mason
Address. Either US or Foreign Type:
1201 Ninth Avenue
Seattle, WA98101 EIN:
91-0653422
Electing Organization Checkbox:
Total Grassroots Lobbying:
0
Total Direct Lobbying:
0
Total Lobbying Expenditures:
0
Other Exempt Purpose Expenditures:
71,349,522
Total Exempt Purpose Expenditures:
71,349,522
Lobbying Nontaxable Amount:
57,878
Grassroots Nontaxable Amount:
14,470
Tot Lobbying Grassroot Minus Non Tx:
0
Tot Lobby Expend Mns Lobbying Non Tx:
0
Share Of Excess Lobbying:
|
|
Affiliated Group Business Name:
Virginia Mason Health System
Address. Either US or Foreign Type:
1100 Ninth Avenue
Seattle, WA98101 EIN:
91-1351110
Electing Organization Checkbox:
Total Grassroots Lobbying:
0
Total Direct Lobbying:
0
Total Lobbying Expenditures:
0
Other Exempt Purpose Expenditures:
16,626,427
Total Exempt Purpose Expenditures:
16,626,427
Lobbying Nontaxable Amount:
13,487
Grassroots Nontaxable Amount:
3,372
Tot Lobbying Grassroot Minus Non Tx:
0
Tot Lobby Expend Mns Lobbying Non Tx:
0
Share Of Excess Lobbying:
|
|
Affiliated Group Business Name:
Virginia Mason Medical Center
Address. Either US or Foreign Type:
1100 Ninth Avenue
Seattle, WA98101 EIN:
91-0565539
Electing Organization Checkbox:
Total Grassroots Lobbying:
129,023
Total Direct Lobbying:
80,424
Total Lobbying Expenditures:
209,447
Other Exempt Purpose Expenditures:
1,140,696,406
Total Exempt Purpose Expenditures:
1,140,905,853
Lobbying Nontaxable Amount:
925,495
Grassroots Nontaxable Amount:
231,374
Tot Lobbying Grassroot Minus Non Tx:
0
Tot Lobby Expend Mns Lobbying Non Tx:
0
Share Of Excess Lobbying:
|