TY 2023 Form 990

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) DAVID HERMAN MD...................................................................... FORMER INTERIM PRESIDENT	0.00 ................. 60.00				X	3,045,950	361,993
(2) BRADLEY BEARD...................................................................... CHIEF OPERATING OFFICER	50.00 ................. 10.00			X		1,073,967	159,414
(3) WILLIAM HEEGAARD MD...................................................................... PRESIDENT THRU 4/24	54.00 ................. 6.00		X			879,244	182,878
(4) TRACI MORRIS...................................................................... TREASURER/REL ORG CHIEF FINCL OFF	1.00 ................. 59.00		X			900,190	125,852
(5) DANIEL NIKCEVICH MD...................................................................... FORMER PRESIDENT	0.00 ................. 60.00				X	838,948	60,230
(6) MICHAEL WATTERS...................................................................... SECRETARY/REL ORG CHIEF LEGAL OFF	1.00 ................. 59.00		X			645,998	132,655
(7) ANNE STEPHEN MD...................................................................... CHIEF MEDICAL OFFICER THRU 5/24	54.00 ................. 6.00			X		644,847	124,684
(8) RHONDA KAZIK...................................................................... CHIEF NURSE EXECUTIVE	1.00 ................. 59.00			X		555,556	115,867
(9) TROY DUININCK MD...................................................................... BD DIRECTOR/REL ORG PHYS & DIV CHAIR	1.00 ................. 59.00	X				569,417	65,272
(10) JOSEPH MOREHOUSE MD...................................................................... FORMER KE/PHYSICIAN & DIVISION CHAIR	0.00 ................. 60.00				X	565,469	61,497
(11) JON PRYOR MD...................................................................... FORMER PRESIDENT	5.00 ................. 0.00				X	591,355	9,781
(12) KEVIN BOREN...................................................................... VICE PRESIDENT, FINANCE	48.00 ................. 12.00		X			482,367	105,611
(13) JANICE SCHADE...................................................................... SENIOR VP, OPERATIONS THRU 3/24	55.00 ................. 5.00			X		481,665	104,304
(14) ADAM RIUTTA MD...................................................................... ASSOCIATE CHIEF MEDICAL OFFICER	56.00 ................. 4.00			X		503,186	66,724
(15) THOMAS WITT MD...................................................................... FORMER PHYSICIAN LEADER	0.00 ................. 25.00				X	518,295	39,220
(16) KRISTA SKORUPA MD...................................................................... PRESIDENT	53.00 ................. 7.00		X			469,439	86,202
(17) TAMMY KRITZER...................................................................... SENIOR VICE PRESIDENT, OPERATIONS	54.00 ................. 6.00			X		447,009	82,399

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(18) ANA FERNANDEZ MD........................................................................ FORMER KE/PHYSICIAN & DIVISION CHAIR	0.00 .......................60.00				X	381,877	64,134
(19) DAWN DROTAR MD........................................................................ FORMER KE/PHYSICIAN & DIVISION CHAIR	0.00 .......................60.00				X	345,226	63,387
(20) JANE RUDD MD........................................................................ FORMER KE/PHYSICIAN & DIVISION CHAIR	0.00 .......................60.00				X	324,188	64,683
(21) TODD DEFREECE........................................................................ SENIOR VICE PRESIDENT, OPERATIONS	55.00 .......................5.00			X		307,414	77,657
(22) JAN BALDWIN MD........................................................................ BOARD DIRECTOR/RELATED ORG PHYSICIAN	1.00 .......................59.00	X				314,140	51,815
(23) JOHN VIDMAR........................................................................ FORMER KE/VP, FACILITIES THRU 1/24	0.00 .......................60.00				X	310,864	42,414
(24) SARA LOKSTAD MD........................................................................ ASSOCIATE CHIEF MEDICAL OFFICER	54.00 .......................6.00			X		320,356	20,866
(25) CHRISTIE ERICKSON........................................................................ FORMER KE/MARKET LEADER - EAST	0.00 .......................60.00				X	186,738	47,189
(26) CYNTHIA KENT........................................................................ FORMER SNR VP, NURSING EXCELLENCE	0.00 .......................0.00				X	120,439	0
(27) JOSEPH MIHALEK........................................................................ BOARD CHAIR	2.00 .......................24.00	X	X			12,700	0
(28) ALAN ROCK........................................................................ BOARD DIRECTOR	1.00 .......................11.00	X				10,100	0
(29) ANTHONY SERTICH........................................................................ BOARD DIRECTOR	1.00 .......................13.00	X				10,100	0
(30) RENEE WACHTER........................................................................ BOARD VICE CHAIR THRU 12/23	2.00 .......................24.00	X	X			8,700	0
(31) THOMAS JAMAR........................................................................ BOARD DIRECTOR	1.00 .......................11.00	X				7,200	0
(32) TONY YUNG........................................................................ BOARD DIRECTOR	1.00 .......................11.00	X				7,200	0
(33) AMY BERGSTROM........................................................................ BOARD DIRECTOR	1.00 .......................11.00	X				0	0
(34) GEORGE LOBAN........................................................................ BOARD DIRECTOR	1.00 .......................11.00	X				0	0
(35) HARA CHARLIER........................................................................ BOARD DIRECTOR THRU 12/23	1.00 .......................11.00	X				0	0
(36) SISTER BEVERLY RAWAY........................................................................ BOARD DIRECTOR	1.00 .......................14.00	X				0	0
(37) SISTER JEANNE ANN WEBER........................................................................ BOARD DIRECTOR	1.00 .......................11.00	X				0	0
(38) SISTER THERESE CARSON........................................................................ BOARD DIRECTOR	1.00 .......................11.00	X				0	0

- TIN:

SCHEDULE A
(Form 990)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow

Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

ST MARY'S DULUTH CLINIC HEALTH SYSTEM

Employer identification number

41-1836633

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box on lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ............................... 11

Provide the following information about the supported organization(s).

(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)
(i) Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) BRAINERD MEDICAL CENTER INC	371532148	3	Yes		0	0
(B) DEER RIVER HEALTHCARE CENTER INC	410844574	3	Yes		0	0
(C) ESSENTIA HEALTH MOOSE LAKE	845099016	3	Yes		0	0
(D) NORTHERN PINES MEDICAL CENTER	410841441	3	Yes		0	0
(E) PINE MEDICAL CENTER	411884597	3	Yes		0	0
(F) POLINSKY MEDICAL REHABILITATION CENTER	410691275	3	Yes		0	0
(G) SMDC MEDICAL CENTER	411878730	3	Yes		0	0
(H) ST JOSEPH'S MEDICAL CENTER	410695602	3	Yes		0	0
(I) ST MARY'S HOSPITAL OF SUPERIOR	411811073	3	Yes		0	0
(J) ST MARY'S MEDICAL CENTER	410695604	3	Yes		0	0
(K) THE DULUTH CLINIC LTD	410883623	3	Yes		0	0
Total 11					0	0

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990) 2023

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization failed to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(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.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(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

Gross receipts from related activities, etc. (see instructions) ..................

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here ........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2023 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2022 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2023. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2022. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2023. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

10%-facts-and-circumstances test—2022. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990) 2023

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge
6	Total. Add lines 1 through 5
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(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 on 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.)..

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2023 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2022 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2023 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2022 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests-2023. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3 % support tests—2022. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990) 2023

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked box 12a, of Part I, complete Sections A and B. If you checked box 12b, of Part I, complete Sections A and C. If you checked box 12c, of Part I, complete Sections A, D, and E. If you checked box12d, of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer lines 3b and 3c below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked box 12a or 12b in Part I, answer lines 4b and 4c below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer lines 5b and 5c below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Yes

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Yes

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described on line 7? If “Yes,” complete Part I of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons, as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined on line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined on line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990) 2023

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described on lines 11b and 11c below, the governing body of a supported organization?

11a

A family member of a person described on 11a above?

11b

A 35% controlled entity of a person described on line 11a or 11b above? If “Yes” to 11a, 11b, or 11c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the officers, directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Yes

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in line 2 above, did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer lines 2a and 2b below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described on line 2a, above constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer lines 3a and 3b below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations?If "Yes" or "No", provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990) 2023

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	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

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990) 2023

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations(continued)

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 2023 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-2023	(iii) Distributable Amount for 2023
1 Distributable amount for 2023 from Section C, line 6
2 Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2023:
a From 2018.......
b From 2019.......
c From 2020.......
d From 2021.......
e From 2022.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2023 distributable amount
i Carryover from 2018 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from line 3f.
4Distributions for 2023 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2023 distributable amount
c Remainder. Subtract lines 4a and 4b from line 4.
5 Remaining underdistributions for years prior to 2023, 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 2023. 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 2024. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2019.....
b Excess from 2020.....
c Excess from 2021.....
d Excess from 2022.....
e Excess from 2023.....

Schedule A (Form 990) (2023)

Schedule A (Form 990) 2023

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
SCHEDULE A, PART IV, SECTION A, LINE 5A:	CHANGES TO SUPPORTED ORGANIZATIONS: ST. MARY'S DULUTH CLINIC HEALTH SYSTEM, DBA ESSENTIA HEALTH EAST, IS ORGANIZED AS A NONPROFIT CORPORATION EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC AND RELIGIOUS PURPOSES, AND TO SERVE AS THE OPERATIONAL PARENT OF THE ESSENTIA HEALTH ENTITIES OPERATING WITHIN THE EAST REGION. ESSENTIA HEALTH EAST UNDERWENT AN INTERNAL REORGANIZATION DURING THE TAX YEAR THAT RESULTED IN THE FOLLOWING: (A) THE FOLLOWING ENTITIES WERE REMOVED AS SUPPORTED ORGANIZATIONS: ESSENTIA HEALTH SANDSTONE MEDICAL, LLC (EIN 47-5153885), ESSENTIA HEALTH VIRGINIA, LLC (EIN 46-0909870), AND MIDWEST MEDICAL EQUIPMENT AND SUPPLIES, INC. (EIN 41-1674021); AND (B) THE FOLLOWING ENTITIES WERE ADDED AS NEW SUPPORTED ORGANIZATIONS: BRAINERD MEDICAL CENTER, INC. (EIN 37-1532148) AND ST. JOSEPH'S MEDICAL CENTER (EIN 41-0695602). THE REORGANIZATION WAS EFFECTUATED THROUGH THE AMENDMENT OF ESSENTIA HEALTH EAST'S ARTICLES OF INCORPORATION AND BYLAWS WITH THE ACTIONS APPROVED BY ITS BOARD OF DIRECTORS AND APPROVED BY ESSENTIA HEALTH, ITS SOLE MEMBER.

Return Reference

Explanation

SCHEDULE A, PART IV, SECTION A, LINE 5A:

CHANGES TO SUPPORTED ORGANIZATIONS: ST. MARY'S DULUTH CLINIC HEALTH SYSTEM, DBA ESSENTIA HEALTH EAST, IS ORGANIZED AS A NONPROFIT CORPORATION EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC AND RELIGIOUS PURPOSES, AND TO SERVE AS THE OPERATIONAL PARENT OF THE ESSENTIA HEALTH ENTITIES OPERATING WITHIN THE EAST REGION. ESSENTIA HEALTH EAST UNDERWENT AN INTERNAL REORGANIZATION DURING THE TAX YEAR THAT RESULTED IN THE FOLLOWING: (A) THE FOLLOWING ENTITIES WERE REMOVED AS SUPPORTED ORGANIZATIONS: ESSENTIA HEALTH SANDSTONE MEDICAL, LLC (EIN 47-5153885), ESSENTIA HEALTH VIRGINIA, LLC (EIN 46-0909870), AND MIDWEST MEDICAL EQUIPMENT AND SUPPLIES, INC. (EIN 41-1674021); AND (B) THE FOLLOWING ENTITIES WERE ADDED AS NEW SUPPORTED ORGANIZATIONS: BRAINERD MEDICAL CENTER, INC. (EIN 37-1532148) AND ST. JOSEPH'S MEDICAL CENTER (EIN 41-0695602). THE REORGANIZATION WAS EFFECTUATED THROUGH THE AMENDMENT OF ESSENTIA HEALTH EAST'S ARTICLES OF INCORPORATION AND BYLAWS WITH THE ACTIONS APPROVED BY ITS BOARD OF DIRECTORS AND APPROVED BY ESSENTIA HEALTH, ITS SOLE MEMBER.

Schedule A (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
medium right arrow graphic

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
medium right arrow graphic

Attach to Form 990.
medium right arrow graphic

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

ST MARY'S DULUTH CLINIC HEALTH SYSTEM

Employer identification number

41-1836633

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a? ....

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2023

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2, 1099-MISC compensation, and/or 1099-NEC			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1DAVID HERMAN MD FORMER INTERIM PRESIDENT	(i) (ii)	0 ------------- 1,695,888	0 ------------- 1,026,207	0 ------------- 323,855	0 ------------- 358,867	0 ------------- 3,126	0 ------------- 3,407,943	0 ------------- 309,577
2BRADLEY BEARD CHIEF OPERATING OFFICER	(i) (ii)	0 ------------- 623,960	0 ------------- 141,083	0 ------------- 308,924	0 ------------- 117,040	0 ------------- 42,374	0 ------------- 1,233,381	0 ------------- 282,744
3WILLIAM HEEGAARD MD PRESIDENT THRU 4/24	(i) (ii)	0 ------------- 692,531	0 ------------- 175,228	0 ------------- 11,485	0 ------------- 140,520	0 ------------- 42,358	0 ------------- 1,062,122	0 ------------- 0
4TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF	(i) (ii)	0 ------------- 669,563	0 ------------- 146,723	0 ------------- 83,904	0 ------------- 123,590	0 ------------- 2,262	0 ------------- 1,026,042	0 ------------- 63,527
5DANIEL NIKCEVICH MD FORMER PRESIDENT	(i) (ii)	0 ------------- 782,526	0 ------------- 0	0 ------------- 56,422	0 ------------- 22,699	0 ------------- 37,531	0 ------------- 899,178	0 ------------- 47,365
6MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF	(i) (ii)	0 ------------- 489,927	0 ------------- 111,318	0 ------------- 44,753	0 ------------- 93,066	0 ------------- 39,589	0 ------------- 778,653	0 ------------- 28,999
7ANNE STEPHEN MD CHIEF MEDICAL OFFICER THRU 5/24	(i) (ii)	0 ------------- 471,933	0 ------------- 107,579	0 ------------- 65,335	0 ------------- 92,380	0 ------------- 32,304	0 ------------- 769,531	0 ------------- 52,101
8RHONDA KAZIK CHIEF NURSE EXECUTIVE	(i) (ii)	0 ------------- 450,726	0 ------------- 97,962	0 ------------- 6,868	0 ------------- 88,083	0 ------------- 27,784	0 ------------- 671,423	0 ------------- 0
9TROY DUININCK MD BD DIRECTOR/REL ORG PHYS & DIV CHAIR	(i) (ii)	0 ------------- 567,968	0 ------------- 0	0 ------------- 1,449	0 ------------- 26,400	0 ------------- 38,872	0 ------------- 634,689	0 ------------- 0
10JOSEPH MOREHOUSE MD FORMER KE/PHYSICIAN & DIVISION CHAIR	(i) (ii)	0 ------------- 562,694	0 ------------- 0	0 ------------- 2,775	0 ------------- 25,033	0 ------------- 36,464	0 ------------- 626,966	0 ------------- 0
11JON PRYOR MD FORMER PRESIDENT	(i) (ii)	0 ------------- 107,717	0 ------------- 120,323	0 ------------- 363,315	0 ------------- 7,713	0 ------------- 2,068	0 ------------- 601,136	0 ------------- 0
12KEVIN BOREN VICE PRESIDENT, FINANCE	(i) (ii)	0 ------------- 407,946	0 ------------- 46,603	0 ------------- 27,818	0 ------------- 64,653	0 ------------- 40,958	0 ------------- 587,978	0 ------------- 22,151
13JANICE SCHADE SENIOR VP, OPERATIONS THRU 3/24	(i) (ii)	0 ------------- 364,629	0 ------------- 83,955	0 ------------- 33,081	0 ------------- 74,695	0 ------------- 29,609	0 ------------- 585,969	0 ------------- 24,473
14ADAM RIUTTA MD ASSOCIATE CHIEF MEDICAL OFFICER	(i) (ii)	0 ------------- 502,698	0 ------------- 0	0 ------------- 488	0 ------------- 26,400	0 ------------- 40,324	0 ------------- 569,910	0 ------------- 0
15THOMAS WITT MD FORMER PHYSICIAN LEADER	(i) (ii)	0 ------------- 245,033	0 ------------- 92,206	0 ------------- 181,056	0 ------------- 30,819	0 ------------- 8,401	0 ------------- 557,515	0 ------------- 171,792
16KRISTA SKORUPA MD PRESIDENT	(i) (ii)	0 ------------- 389,189	0 ------------- 78,395	0 ------------- 1,855	0 ------------- 70,901	0 ------------- 15,301	0 ------------- 555,641	0 ------------- 0
17TAMMY KRITZER SENIOR VICE PRESIDENT, OPERATIONS	(i) (ii)	0 ------------- 335,917	0 ------------- 75,563	0 ------------- 35,529	0 ------------- 66,370	0 ------------- 16,029	0 ------------- 529,408	0 ------------- 32,833
18ANA FERNANDEZ MD FORMER KE/PHYSICIAN & DIVISION CHAIR	(i) (ii)	0 ------------- 379,318	0 ------------- 0	0 ------------- 2,559	0 ------------- 26,400	0 ------------- 37,734	0 ------------- 446,011	0 ------------- 0
19DAWN DROTAR MD FORMER KE/PHYSICIAN & DIVISION CHAIR	(i) (ii)	0 ------------- 344,391	0 ------------- 0	0 ------------- 835	0 ------------- 26,400	0 ------------- 36,987	0 ------------- 408,613	0 ------------- 0
20JANE RUDD MD FORMER KE/PHYSICIAN & DIVISION CHAIR	(i) (ii)	0 ------------- 322,823	0 ------------- 0	0 ------------- 1,365	0 ------------- 25,200	0 ------------- 39,483	0 ------------- 388,871	0 ------------- 0
21TODD DEFREECE SENIOR VICE PRESIDENT, OPERATIONS	(i) (ii)	0 ------------- 262,044	0 ------------- 28,127	0 ------------- 17,243	0 ------------- 44,003	0 ------------- 33,654	0 ------------- 385,071	0 ------------- 0
22JAN BALDWIN MD BOARD DIRECTOR/RELATED ORG PHYSICIAN	(i) (ii)	0 ------------- 312,229	0 ------------- 0	0 ------------- 1,911	0 ------------- 24,138	0 ------------- 27,677	0 ------------- 365,955	0 ------------- 0
23JOHN VIDMAR FORMER KE/VP, FACILITIES THRU 1/24	(i) (ii)	0 ------------- 285,550	0 ------------- 21,620	0 ------------- 3,694	0 ------------- 15,466	0 ------------- 26,948	0 ------------- 353,278	0 ------------- 0
24SARA LOKSTAD MD ASSOCIATE CHIEF MEDICAL OFFICER	(i) (ii)	0 ------------- 319,869	0 ------------- 0	0 ------------- 487	0 ------------- 19,234	0 ------------- 1,632	0 ------------- 341,222	0 ------------- 0
25CHRISTIE ERICKSON FORMER KE/MARKET LEADER - EAST	(i) (ii)	0 ------------- 165,190	0 ------------- 0	0 ------------- 21,548	0 ------------- 9,107	0 ------------- 38,082	0 ------------- 233,927	0 ------------- 0
26CYNTHIA KENT FORMER SNR VP, NURSING EXCELLENCE	(i) (ii)	0 ------------- 0	0 ------------- 0	0 ------------- 120,439	0 ------------- 0	0 ------------- 0	0 ------------- 120,439	0 ------------- 26,801

Schedule J (Form 990) 2023

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 3	ESTABLISHING CEO'S COMPENSATION: ESSENTIA HEALTH, AS A RELATED ORGANIZATION, USED THE FOLLOWING METHODS TO ESTABLISH ESSENTIA HEALTH EAST'S PRESIDENT'S COMPENSATION: A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE.
PART I, LINE 4B	SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: ESSENTIA HEALTH'S NONQUALIFIED RETIREMENT PLAN IS OFFERED TO DESIGNATED ESSENTIA HEALTH EXECUTIVES. THERE IS A MINIMUM FOUR YEAR VESTING DATE, OR VESTING IS AUTOMATIC UPON REACHING RETIREMENT AGE, DEATH, DISABILITY OR INVOLUNTARY TERMINATION WITHOUT CAUSE. BENEFITS ARE SUBJECT TO INCOME TAXES UPON VESTING AND PAYABLE FROM ESSENTIA HEALTH'S GENERAL ASSETS. REPORTED AS OTHER REPORTABLE COMPENSATION IN SCHEDULE J, PART II, COLUMN B (III), THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A RECEIVED PAYMENT OF THE VESTED BENEFIT FROM THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE YEAR: DAVID HERMAN, MD $309,577 BRADLEY BEARD $297,439 TRACI MORRIS $79,902 DANIEL NIKCEVICH, MD $50,786 MICHAEL WATTERS $33,314 ANNE STEPHEN, MD $54,159 JON PRYOR, MD $361,146 KEVIN BOREN $25,627 JANICE SCHADE $24,473 THOMAS WITT, MD $171,792 TAMMY KRITZER $32,833 CYNTHIA KENT $46,716 REPORTED AS RETIREMENT AND OTHER DEFERRED COMPENSATION IN SCHEDULE J, PART II, COLUMN C, ESSENTIA HEALTH MADE CONTRIBUTIONS, SUBJECT TO THE VESTING TERMS, DURING THE YEAR INTO THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ON BEHALF OF THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A: DAVID HERMAN, MD $332,467 BRADLEY BEARD $90,640 WILLIAM HEEGAARD, MD $103,603 TRACI MORRIS $97,190 MICHAEL WATTERS $68,732 ANNE STEPHEN, MD $65,980 RHONDA KAZIK $61,683 KEVIN BOREN $38,253 JANICE SCHADE $48,295 THOMAS WITT, MD $6,384 KRISTA SKORUPA, MD $44,501 TAMMY KRITZER $42,418 TODD DEFREECE $44,003

Return Reference

Explanation

PART I, LINE 3

ESTABLISHING CEO'S COMPENSATION: ESSENTIA HEALTH, AS A RELATED ORGANIZATION, USED THE FOLLOWING METHODS TO ESTABLISH ESSENTIA HEALTH EAST'S PRESIDENT'S COMPENSATION: A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE.

PART I, LINE 4B

SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: ESSENTIA HEALTH'S NONQUALIFIED RETIREMENT PLAN IS OFFERED TO DESIGNATED ESSENTIA HEALTH EXECUTIVES. THERE IS A MINIMUM FOUR YEAR VESTING DATE, OR VESTING IS AUTOMATIC UPON REACHING RETIREMENT AGE, DEATH, DISABILITY OR INVOLUNTARY TERMINATION WITHOUT CAUSE. BENEFITS ARE SUBJECT TO INCOME TAXES UPON VESTING AND PAYABLE FROM ESSENTIA HEALTH'S GENERAL ASSETS. REPORTED AS OTHER REPORTABLE COMPENSATION IN SCHEDULE J, PART II, COLUMN B (III), THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A RECEIVED PAYMENT OF THE VESTED BENEFIT FROM THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE YEAR: DAVID HERMAN, MD $309,577 BRADLEY BEARD $297,439 TRACI MORRIS $79,902 DANIEL NIKCEVICH, MD $50,786 MICHAEL WATTERS $33,314 ANNE STEPHEN, MD $54,159 JON PRYOR, MD $361,146 KEVIN BOREN $25,627 JANICE SCHADE $24,473 THOMAS WITT, MD $171,792 TAMMY KRITZER $32,833 CYNTHIA KENT $46,716 REPORTED AS RETIREMENT AND OTHER DEFERRED COMPENSATION IN SCHEDULE J, PART II, COLUMN C, ESSENTIA HEALTH MADE CONTRIBUTIONS, SUBJECT TO THE VESTING TERMS, DURING THE YEAR INTO THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ON BEHALF OF THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A: DAVID HERMAN, MD $332,467 BRADLEY BEARD $90,640 WILLIAM HEEGAARD, MD $103,603 TRACI MORRIS $97,190 MICHAEL WATTERS $68,732 ANNE STEPHEN, MD $65,980 RHONDA KAZIK $61,683 KEVIN BOREN $38,253 JANICE SCHADE $48,295 THOMAS WITT, MD $6,384 KRISTA SKORUPA, MD $44,501 TAMMY KRITZER $42,418 TODD DEFREECE $44,003

Schedule J (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

ST MARY'S DULUTH CLINIC HEALTH SYSTEM

Employer identification number

41-1836633

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 4	SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS: DURING THE FISCAL YEAR ENDED JUNE 30, 2024, THE ARTICLES OF INCORPORATION OF ESSENTIA HEALTH EAST WERE AMENDED TO CLARIFY THE ORGANIZATION WILL SERVE AS THE OPERATIONAL PARENT OF THE ESSENTIA HEALTH ENTITIES OPERATING WITHIN THE EAST REGION AND TO REAFFIRM ITS SUPPORTED ORGANIZATIONS. THE BYLAWS WERE AMENDED TO MODIFY THE COMPOSITION OF THE BOARD OF DIRECTORS TO CONSIST OF NO MORE THAN FIFTEEN VOTING DIRECTORS INCLUDING UP TO THREE PHYSICIAN MEMBERS, AT LEAST TWO OF WHOM ARE ESSENTIA HEALTH EMPLOYED PHYSICIANS; THE PRIORESS OF THE BENEDICTINE SISTERS OF ST. SCHOLASTICA MONASTERY OF DULUTH (SSMD) OR HER DESIGNEE (WHO SHALL BE A BENEDICTINE SISTER OF SSMD), PLUS AT LEAST ONE BUT NOT MORE THAN TWO ADDITIONAL BENEDICTINE SISTER(S) OF SSMD; AND THE REMAINING VOTING MEMBERS BROADLY REPRESENTING ESSENTIA HEALTH EAST'S SERVICE AREA. THE BYLAWS WERE AMENDED TO MODIFY THE SECRETARY TO BE THE ESSENTIA HEALTH CHIEF LEGAL OFFICER AND THE TREASURER TO BE THE ESSENTIA HEALTH CHIEF FINANCIAL OFFICER. THE ARTICLES OF INCORPORATION AND BYLAWS WERE ALSO AMENDED TO CLARIFY AND UPDATE THE RESERVED POWERS AND RIGHTS OF ESSENTIA HEALTH AND THE BENEDICTINE SISTERS OF SSMD.
FORM 990, PART VI, SECTION A, LINE 6	MEMBERS OF ORGANIZATION: ESSENTIA HEALTH IS THE SOLE MEMBER OF ESSENTIA HEALTH EAST AND MAY ELECT ONE OR MORE MEMBERS OF THE GOVERNING BODY AS DESCRIBED IN SCHEDULE O, PART VI, LINE 7A. ESSENTIA HEALTH AND THE BENEDICTINE SISTERS OF ST. SCHOLASTICA MONASTERY OF DULUTH HAVE RESERVED POWERS WITH RESPECT TO ESSENTIA HEALTH EAST AS DESCRIBED IN SCHEDULE O, PART VI, LINE 7B.
FORM 990, PART VI, SECTION A, LINE 7A	MEMBERS WITH RIGHT TO ELECT GOVERNING BODY: THE PRIORESS OF THE BENEDICTINE SISTERS OF ST. SCHOLASTICA MONASTERY OF DULUTH OR ITS CANONICALLY AUTHORIZED SUCCESSOR (COLLECTIVELY, "SSMD") (OR HER DESIGNEE WHO SHALL BE A BENEDICTINE SISTER OF SSMD) SHALL SERVE AS A DIRECTOR FOR SO LONG AS SHE HOLDS SUCH OFFICE (OR DESIGNATION). ESSENTIA HEALTH HAS THE POWER TO APPOINT AND REMOVE ESSENTIA HEALTH EAST'S REMAINING GOVERNING BODY.
FORM 990, PART VI, SECTION A, LINE 7B	MEMBERS WITH RIGHT TO APPROVE GOVERNING BODY DECISIONS: ESSENTIA HEALTH SHALL HAVE THE FOLLOWING RESERVED POWERS, FOR THE PURPOSES OF SERVING AS THE PARENT ORGANIZATION OF AN INTEGRATED HEALTH CARE NETWORK THAT INCLUDES ALL ENTITIES THAT ARE OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY, BY ESSENTIA HEALTH (COLLECTIVELY, THE "SYSTEM"): (A) STRATEGIC AND BUSINESS PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S STRATEGIC AND BUSINESS PLANS. (B) MISSION. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S MISSION, PURPOSE AND VISION STATEMENTS. (C) DEBT. APPROVAL OF THE INCURRENCE OF DEBT AND THE CREATION OF ALL MORTGAGES, LIENS, SECURITY INTERESTS, OR OTHER ENCUMBRANCES ON THE CORPORATION'S ASSETS IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS, AND THE AUTHORITY TO CAUSE THE CORPORATION TO PARTICIPATE IN SYSTEM BORROWING. (D) GOVERNING INSTRUMENTS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION AND BYLAWS. (E) APPOINTMENT AND REMOVAL OF DIRECTORS. AUTHORITY TO APPOINT AND REMOVE ALL DIRECTORS ON THE CORPORATION'S BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE. (F) MERGERS, AFFILIATIONS, AND DISSOLUTION. AUTHORITY TO CAUSE, AND TO APPROVE, ALL MERGERS, CONSOLIDATIONS, AFFILIATIONS, JOINT VENTURES, OTHER ALLIANCES WITH THIRD PARTIES, AND DISSOLUTION OF THE CORPORATION. (G) TRANSFER OF ASSETS WITHIN THE SYSTEM. AUTHORITY TO TRANSFER THE CORPORATION'S ASSETS, INCLUDING CASH, BETWEEN AND AMONG ENTITIES WITHIN THE SYSTEM; PROVIDED, HOWEVER, THAT THE MEMBER SHALL NOT HAVE AUTHORITY TO REQUIRE THE CORPORATION TO TRANSFER ASSETS THAT WOULD CAUSE IT TO BE IN DEFAULT OF ITS COVENANTS OR OBLIGATIONS UNDER ANY BOND OR OTHER FINANCING DOCUMENTS. (H) TRANSFER OF ASSETS OUTSIDE THE SYSTEM. AUTHORITY TO CAUSE, AND TO APPROVE, THE SALE, LEASE OR OTHER TRANSFER OF THE CORPORATION'S ASSETS TO PARTIES OUTSIDE OF THE SYSTEM WHEN THE ASSETS' VALUE EXCEEDS THE SINGLE OR AGGREGATE LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (I) SERVICES. AUTHORITY TO CAUSE, AND TO APPROVE, THE OFFERING OR DISCONTINUANCE OF SERVICES AND SERVICE LOCATIONS BY THE CORPORATION. (J) BUDGETS. APPROVAL OF THE CORPORATION'S CAPITAL AND OPERATING BUDGETS. (K) PROFESSIONAL SERVICES. SELECTION OF THE CORPORATION'S GENERAL LEGAL COUNSEL AND EXTERNAL AUDITORS. (L) CORPORATE ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL CORPORATE ACQUISITIONS BY THE CORPORATION. (M) MARKETING. THE CORPORATION'S PARTICIPATION IN SYSTEM-WIDE MARKETING AND PROMOTIONAL ACTIVITIES. (N) COMPLIANCE PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S COMPLIANCE, SAFETY AND RISK MANAGEMENT PLANS. (O) QUALITY PLAN. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S QUALITY PLAN. (P) NON-BUDGETED PURCHASES. APPROVAL OF NON-BUDGETED CAPITAL PURCHASES AND LEASES IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (Q) HUMAN RESOURCES. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S HUMAN RESOURCE POLICIES AND PROCEDURES. (R) SYSTEM COMPENSATION. AUTHORITY, ON BEHALF OF THE CORPORATION, TO DEVELOP AND IMPLEMENT COMPENSATION STRATEGIES, POLICIES AND PROCEDURES ON A SYSTEM-WIDE BASIS. THE BENEDICTINE SISTERS OF ST. SCHOLASTICA MONASTERY OF DULUTH OR ITS CANONICALLY AUTHORIZED SUCCESSOR (COLLECTIVELY, "SSMD") HOLD CERTAIN RESERVED POWERS OVER ESSENTIA HEALTH EAST. SSMD HAS THE RESERVED POWER TO APPROVE ANY AMENDMENTS TO ESSENTIA HEALTH EAST'S GOVERNING DOCUMENTS THAT WOULD ALTER THE NUMBER OF SSMD REPRESENTATIVES SERVING ON THE BOARD.
FORM 990, PART VI, SECTION B, LINE 11B	FORM 990 REVIEW PROCESS: THE 2023 FORM 990, INCLUDING ALL SCHEDULES, WAS REVIEWED BY MANAGEMENT AND THE GOVERNING BODY PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. THE FINANCE LEADER REVIEWED THE FORM AND SCHEDULES AND ANY QUESTIONS WERE DISCUSSED. EACH CURRENT DIRECTOR OF THE GOVERNING BODY RECEIVED A FINAL COPY OF THE 2023 FORM 990.
FORM 990, PART VI, SECTION B, LINE 12C	MONITORING AND ENFORCING CONFLICT OF INTEREST POLICY: ESSENTIA HEALTH'S COMPREHENSIVE CONFLICT OF INTEREST PROGRAM PREVENTS, DETECTS, AND RESOLVES ACTUAL CONFLICTS OF INTERESTS OR THE ACTUAL OR POTENTIAL APPEARANCE OF SUCH. FIDUCIARIES, DEFINED AS AN ESSENTIA HEALTH BOARD MEMBER/TRUSTEE, OFFICER, BOARD COMMITTEE MEMBER, SENIOR MANAGEMENT EMPLOYEE, OR ANY OTHERS CONSIDERED TO BE IN A POSITION OF INFLUENCE, ARE COVERED UNDER ESSENTIA HEALTH'S CONFLICT OF INTEREST PROGRAM. UPON INITIAL APPOINTMENT, EACH FIDUCIARY MUST COMPLETE AN INITIAL CONFLICT OF INTEREST STATEMENT AND DISCLOSURE QUESTIONNAIRE. AT THE CONCLUSION OF EACH CALENDAR YEAR, EACH FIDUCIARY MUST COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT AND DISCLOSURE QUESTIONNAIRE. AS NEEDED, A FIDUCIARY WILL UPDATE THEIR MOST RECENTLY COMPLETED QUESTIONNAIRE EACH TIME THE FIDUCIARY BECOMES AWARE OF A FINANCIAL INTEREST, A POTENTIAL CONFLICT, OR CHANGE TO ANY INFORMATION THAT THE FIDUCIARY PREVIOUSLY REPORTED. ESSENTIA HEALTH'S CHIEF COMPLIANCE OFFICER WILL COLLECT THE QUESTIONNAIRES AND EVALUATE THE DISCLOSURES. IF A FIDUCIARY HAS A POTENTIAL CONFLICT OF INTEREST, THE CHIEF COMPLIANCE OFFICER OR THEIR DESIGNEE MAY REQUEST ADDITIONAL INFORMATION FROM THE FIDUCIARY, THE MANAGEMENT TEAM, AND OTHERS. DURING THE EVALUATION PROCESS, THE CHIEF COMPLIANCE OFFICER MAY ALSO CONSULT WITH ESSENTIA HEALTH'S BOARD AND AUDIT COMMITTEE CHAIRS, SENIOR MANAGEMENT, LEGAL DEPARTMENT, OR APPROPRIATE REPRESENTATIVES FROM ESSENTIA HEALTH. THE CHIEF COMPLIANCE OFFICER REPORTS TO THE ESSENTIA HEALTH AUDIT COMMITTEE AND THE ESSENTIA HEALTH BOARD OF DIRECTORS ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST DISCLOSED BY THE FIDUCIARY, ALONG WITH RECOMMENDED ACTIONS. THE ESSENTIA HEALTH BOARD OF DIRECTORS (OR DESIGNEE) WILL THEN DETERMINE WHETHER TO APPROVE THE SITUATION OR TO IMPLEMENT SPECIAL CONTROLS TO MANAGE THE POTENTIAL CONFLICT OF INTEREST. THE CHIEF COMPLIANCE OFFICER WILL THEN OFFICIALLY NOTIFY THE FIDUCIARY IN WRITING OF THE BOARD'S DECISION. THE DECISION OF WHETHER OR NOT THE DISCLOSURE CONSTITUTES A CONFLICT WILL BE AT THE ESSENTIA HEALTH BOARD OF DIRECTOR'S (OR DESIGNEE) SOLE DISCRETION, AND ITS CONCERN MUST BE THE WELFARE OF ESSENTIA HEALTH AND ITS AFFILIATE(S) AND THE ADVANCEMENT OF ITS PURPOSES. WHEN THE ESSENTIA HEALTH BOARD OF DIRECTORS (OR DESIGNEE) CONSIDERS A FIDUCIARY'S DISCLOSURE AS A CONFLICT OF INTEREST, SPECIAL CONTROLS WILL BE IDENTIFIED TO MANAGE, ELIMINATE OR REDUCE THE LIKELIHOOD AND/OR APPEARANCE OF A CONFLICT ARISING. CONTROLS MAY INCLUDE, BUT ARE NOT LIMITED TO: A. IF THE CONFLICT INVOLVES AN ON-GOING MATTER OR RELATIONSHIP, THE FIDUCIARY MUST NOT PARTICIPATE IN BOARD, BOARD COMMITTEE, OR MANAGEMENT DISCUSSIONS RELATED TO THE CONFLICT AND MUST RECUSE THEMSELVES AND, IF APPROPRIATE, WITHDRAW FROM ANY BOARD MEETING OR PORTION THEREOF WHERE THE MATTER IS BEING DISCUSSED AND DURING THE VOTE ON THE POTENTIAL CONFLICT OF INTEREST. THE FIDUCIARY MAY ANSWER QUESTIONS AT THE BOARD'S OR THE BOARD COMMITTEE'S REQUEST. B. IF THE CONFLICT INVOLVES A SPECIFIC TRANSACTION OR DECISION, THE FIDUCIARY WILL FULLY DISCLOSE THEIR INTEREST AND ALL RELATED MATERIAL FACTS. THE BOARD OR COMMITTEE OF THE BOARD WILL DETERMINE WHETHER THE CONTEMPLATED TRANSACTION MAY BE AUTHORIZED AS JUST, FAIR, AND REASONABLE TO ESSENTIA HEALTH OR ITS AFFILIATE(S). IF THE BOARD DETERMINES A CONFLICT DOES NOT EXIST, THE FIDUCIARY MAY PROCEED WITH THE TRANSACTION; HOWEVER, THEY WILL NOT BE ELIGIBLE TO VOTE ON RELATED ISSUES SHOULD THEY ARISE. IF THE BOARD DETERMINES A CONFLICT DOES EXIST, THE FIDUCIARY WILL BE NOTIFIED OF THE DECISION REGARDING WHETHER THE CONTEMPLATED TRANSACTION WILL BE AUTHORIZED AS JUST, FAIR, AND REASONABLE.
FORM 990, PART VI, SECTION B, LINE 15	PROCESS FOR DETERMINING COMPENSATION: THE INDEPENDENT EXECUTIVE COMPENSATION COMMITTEE OF ESSENTIA HEALTH'S BOARD OF DIRECTORS IS AUTHORIZED TO FULFILL THE BOARD'S RESPONSIBILITIES REGARDING EXECUTIVE COMPENSATION CONSISTENT WITH ESSENTIA'S MISSION, VALUES AND TAX-EXEMPT STATUS, AND THE EXECUTIVE COMPENSATION COMMITTEE'S CHARTER. THE EXECUTIVE COMPENSATION COMMITTEE MEETS AT LEAST TWICE ANNUALLY TO CARRY OUT ITS RESPONSIBILITIES, WHICH INCLUDE, BUT ARE NOT LIMITED TO, ESTABLISHING, REVIEWING AND MODIFYING, AS APPROPRIATE, REASONABLE COMPENSATION AND BENEFITS FOR DESIGNATED ESSENTIA EXECUTIVES WHO ARE OFFICERS OR KEY EMPLOYEES OF ESSENTIA OR ANY OF ITS AFFILIATES WHICH MAY BE PAID BY RELATED ORGANIZATIONS. THE EXECUTIVE COMPENSATION COMMITTEE ENGAGES QUALIFIED INDEPENDENT COMPENSATION ADVISORS TO PROVIDE OBJECTIVE AND IMPARTIAL COMPARATIVE DATA AND TO EXPRESS OPINIONS ON TOTAL COMPENSATION REASONABLENESS. THE EXECUTIVE COMPENSATION COMMITTEE MAY REQUEST ITS INDEPENDENT ADVISORS TO: MONITOR COMPARABILITY DATA AND MARKETPLACE TRENDS; MAKE APPROPRIATE RECOMMENDATIONS REGARDING SALARY RANGES; AND PERIODICALLY REVIEW THE MARKET COMPETITIVENESS OF ESSENTIA EXECUTIVE COMPENSATION PACKAGES. PRIOR TO ESTABLISHING OR ADJUSTING EXECUTIVE COMPENSATION, THE EXECUTIVE COMPENSATION COMMITTEE WILL OBTAIN AND RELY UPON APPROPRIATE DATA AS TO COMPARABILITY OF THE PROPOSED COMPENSATION OR ADJUSTMENTS. THE EXECUTIVE COMPENSATION COMMITTEE WILL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THOSE DETERMINATIONS. THE EXECUTIVE COMPENSATION COMMITTEE MINUTES WILL INCLUDE: THE TERMS OF THE APPROVED COMPENSATION AND THE DATE APPROVED; THE EXECUTIVE COMPENSATION COMMITTEE MEMBERS PRESENT DURING THE REVIEW, DISCUSSION AND APPROVAL OF THE PROPOSED COMPENSATION AND THOSE WHO VOTED ON THE PROPOSED COMPENSATION; IDENTIFICATION OF THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE EXECUTIVE COMPENSATION COMMITTEE AND HOW THE DATA WAS OBTAINED; ANY ACTIONS BY A MEMBER OF THE EXECUTIVE COMPENSATION COMMITTEE HAVING A CONFLICT OF INTEREST; AND DOCUMENTATION OF THE BASIS FOR THE DETERMINATION. THIS PROCESS WAS LAST UNDERTAKEN IN 2024 FOR ESSENTIA HEALTH EAST'S CHIEF OPERATING OFFICER, CHIEF MEDICAL OFFICER, CHIEF NURSE EXECUTIVE, PRESIDENT, AND SENIOR VICE PRESIDENTS OF OPERATIONS, AND IN 2023 FOR ITS VICE PRESIDENT OF FINANCE. THE ESSENTIA HEALTH PHYSICIAN AND PROVIDER COMPENSATION COMMITTEE HAS AN ANNUAL COMPENSATION PROCESS THAT INCLUDES A REVIEW AND RECOMMENDATION OF THE UPCOMING FISCAL YEAR'S PHYSICIAN AND PROVIDER COMPENSATION PLAN RATES AND THE COMPENSATION PLAN METHODOLOGY. COMPENSATION RATES FOR THE ESSENTIA HEALTH PHYSICIAN LEADERSHIP ARE RECOMMENDED BY THE ESSENTIA HEALTH SYSTEM EXECUTIVE LEADERSHIP TEAM BASED ON ITS REVIEW OF MARKET SURVEYS, REGIONAL COMPETITIVE FACTORS, AND THE ANNUAL BUDGET PROCESS. THE COMPENSATION OF ESSENTIA HEALTH PHYSICIAN, PROVIDER AND PHYSICIAN LEADERSHIP, INCLUDING APPOINTED CHIEF AND CHAIR POSITIONS, IS REVIEWED AND APPROVED BY THE ESSENTIA HEALTH BOARD OF DIRECTORS. THIS PROCESS WAS LAST UNDERTAKEN IN 2024 FOR ESSENTIA HEALTH EAST'S ASSOCIATE CHIEF MEDICAL OFFICERS.
FORM 990, PART VI, SECTION C, LINE 19	AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, & FINANCIAL STATEMENTS TO THE PUBLIC: GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D).

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

ST MARY'S DULUTH CLINIC HEALTH SYSTEM

Employer identification number

41-1836633

Part I

Identification of Disregarded Entities. Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)BRAINERD LAKES INTEGRATED HEALTH SYSTEM 2024 S 6TH ST BRAINERD,MN56401 37-1532145	SUPPORTING ORG	MN	501(C)(3)	LINE 12B, II	ESSENTIA HEALTH	Yes
(2)BRAINERD MEDICAL CENTER INC 2024 S 6TH ST BRAINERD,MN56401 37-1532148	CLINIC	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(3)BRIDGES MEDICAL CENTER 201 9TH ST W ADA,MN56510 20-0479568	HOSPITAL/CLINIC	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(4)DEER RIVER HEALTHCARE CENTER INC 115 10TH AVE NE DEER RIVER,MN56636 41-0844574	HOSPITAL/CLINIC/SKILLED NURSING FACILITY	MN	501(C)(3)	LINE 3	ST MARY'S DULUTH CLINIC HEALTH SYSTEM	Yes
(5)ESSENTIA HEALTH 502 E 2ND ST DULUTH,MN55805 20-0360007	SUPPORTING ORG	MN	501(C)(3)	LINE 12C, III-FI	N/A		No
(6)ESSENTIA HEALTH FOUNDATION 502 E 2ND ST DULUTH,MN55805 27-1984704	FOUNDATION	MN	501(C)(3)	LINE 7	ESSENTIA HEALTH	Yes
(7)ESSENTIA HEALTH MOOSE LAKE 4572 COUNTY ROAD 61 MOOSE LAKE,MN55767 84-5099016	HOSPITAL/CLINIC	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(8)ESSENTIA HEALTH SURGERY CENTERS 502 E 2ND ST DULUTH,MN55805 88-1577422	SURGERY CENTER	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(9)ESSENTIA INSTITUTE OF RURAL HEALTH 502 E 2ND ST DULUTH,MN55805 27-1291124	RESEARCH	MN	501(C)(3)	LINE 4	THE DULUTH CLINIC LTD	Yes
(10)FIRST CARE MEDICAL SERVICES 900 HILLIGOSS BLVD SE FOSSTON,MN56542 41-0706143	HOSPITAL/CLINIC/SKILLED NURSING FACILITY	MN	501(C)(3)	LINE 3	INNOVIS HEALTH LLC	Yes
(11)GRACEVILLE HEALTH CENTER 115 WEST 2ND ST GRACEVILLE,MN56240 41-0726173	HOSPITAL/CLINIC/SKILLED NURSING FACILITY	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(12)INNOVIS HEALTH LLC 3000 32ND AVE S FARGO,ND58103 26-1175213	HOSPITAL/CLINIC	DE	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(13)MIDWEST MEDICAL EQUIPMENT AND SUPPLIES INC 502 E 2ND ST DULUTH,MN55805 41-1674021	MEDICAL EQUIPMENT	MN	501(C)(3)	LINE 10	ST MARY'S MEDICAL CENTER	Yes
(14)NORTHERN PINES MEDICAL CENTER 5211 HWY 110 AURORA,MN55705 41-0841441	HOSPITAL/CLINIC/SKILLED NURSING FACILITY	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(15)PINE MEDICAL CENTER 705 LUNDORFF DR S SANDSTONE,MN55072 41-1884597	HOSPITAL	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(16)POLINSKY MEDICAL REHABILITATION CENTER 530 E 2ND ST DULUTH,MN55805 41-0691275	REHABILITATION SERVICES	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(17)SMDC MEDICAL CENTER 502 E 2ND ST DULUTH,MN55805 41-1878730	HOSPITAL/CLINIC	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(18)ST JOSEPH'S MEDICAL CENTER 523 N 3RD ST BRAINERD,MN56401 41-0695602	HOSPITAL/CLINIC	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(19)ST MARY'S EMS 1027 WASHINGTON AVE DETROIT LAKES,MN56501 41-1805811	EMERGENCY SERVICES	MN	501(C)(3)	LINE 10	ESSENTIA HEALTH	Yes
(20)ST MARY'S HOSPITAL OF SUPERIOR 3500 TOWER AVE SUPERIOR,WI54880 41-1811073	HOSPITAL/CLINIC	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(21)ST MARY'S INNOVIS HEALTH 1027 WASHINGTON AVE DETROIT LAKES,MN56501 26-2861321	PHARMACY	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(22)ST MARY'S MEDICAL CENTER 402 E 2ND ST DULUTH,MN55805 41-0695604	HOSPITAL	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(23)ST MARY'S REGIONAL HEALTH CENTER 1027 WASHINGTON AVE DETROIT LAKES,MN56501 41-1620386	HOSPITAL/CLINIC/SKILLED NURSING FACILITY	MN	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes
(24)THE DULUTH CLINIC LTD 400 E 3RD ST DULUTH,MN55805 41-0883623	CLINIC	DE	501(C)(3)	LINE 3	ESSENTIA HEALTH	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2023

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	Yes	No
(1) ESSENTIA HEALTH INSURANCE SERVICES SPC LTD PO BOX 1159 GRAND CAYMAN K71-1102 CJ 000000000	SELF INSURANCE	CJ	N/A	C				Yes
(2) MID DAKOTA CLINIC INC 502 E 2ND ST DULUTH,MN55805 45-0311334	CLINIC OPERATIONS CEASED 9/30/22	ND	N/A	C				Yes

Schedule R (Form 990) 2023

Page 3

Part V

Transactions With Related Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

m Performance of services or membership or fundraising solicitations by related organization(s) .................

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

o Sharing of paid employees with related organization(s) ............................

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

r Other transfer of cash or property to related organization(s) ............................

s Other transfer of cash or property from related organization(s) ............................

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2023

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

Schedule R (Form 990) 2023

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R. See instructions.

Return Reference	Explanation
SCHEDULE R, PART II, COLUMN (A):	THE FOLLOWING ESSENTIA HEALTH ENTITIES HAVE A DOING BUSINESS AS NAME: LEGAL NAME; DOING BUSINESS AS NAME BRAINERD MEDICAL CENTER, INC.; ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC BRIDGES MEDICAL CENTER; ESSENTIA HEALTH ADA DEER RIVER HEALTHCARE CENTER, INC.; ESSENTIA HEALTH DEER RIVER FIRST CARE MEDICAL SERVICES; ESSENTIA HEALTH FOSSTON GRACEVILLE HEALTH CENTER; ESSENTIA HEALTH HOLY TRINITY HOSPITAL INNOVIS HEALTH, LLC; ESSENTIA HEALTH WEST MIDWEST MEDICAL EQUIPMENT AND SUPPLIES, INC.; ESSENTIA HEALTH MEDICAL EQUIPMENT & SUPPLIES NORTHERN PINES MEDICAL CENTER; ESSENTIA HEALTH NORTHERN PINES PINE MEDICAL CENTER; ESSENTIA HEALTH SANDSTONE POLINSKY MEDICAL REHABILITATION CENTER; ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER SMDC MEDICAL CENTER; ESSENTIA HEALTH DULUTH ST. JOSEPH'S MEDICAL CENTER; ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER ST. MARY'S DULUTH CLINIC HEALTH SYSTEM; ESSENTIA HEALTH EAST ST. MARY'S EMS; ESSENTIA HEALTH EMS ST. MARY'S HOSPITAL OF SUPERIOR; ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR ST. MARY'S MEDICAL CENTER; ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER ST. MARY'S REGIONAL HEALTH CENTER; ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES

Return Reference

Explanation

SCHEDULE R, PART II, COLUMN (A):

THE FOLLOWING ESSENTIA HEALTH ENTITIES HAVE A DOING BUSINESS AS NAME: LEGAL NAME; DOING BUSINESS AS NAME BRAINERD MEDICAL CENTER, INC.; ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC BRIDGES MEDICAL CENTER; ESSENTIA HEALTH ADA DEER RIVER HEALTHCARE CENTER, INC.; ESSENTIA HEALTH DEER RIVER FIRST CARE MEDICAL SERVICES; ESSENTIA HEALTH FOSSTON GRACEVILLE HEALTH CENTER; ESSENTIA HEALTH HOLY TRINITY HOSPITAL INNOVIS HEALTH, LLC; ESSENTIA HEALTH WEST MIDWEST MEDICAL EQUIPMENT AND SUPPLIES, INC.; ESSENTIA HEALTH MEDICAL EQUIPMENT & SUPPLIES NORTHERN PINES MEDICAL CENTER; ESSENTIA HEALTH NORTHERN PINES PINE MEDICAL CENTER; ESSENTIA HEALTH SANDSTONE POLINSKY MEDICAL REHABILITATION CENTER; ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER SMDC MEDICAL CENTER; ESSENTIA HEALTH DULUTH ST. JOSEPH'S MEDICAL CENTER; ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER ST. MARY'S DULUTH CLINIC HEALTH SYSTEM; ESSENTIA HEALTH EAST ST. MARY'S EMS; ESSENTIA HEALTH EMS ST. MARY'S HOSPITAL OF SUPERIOR; ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR ST. MARY'S MEDICAL CENTER; ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER ST. MARY'S REGIONAL HEALTH CENTER; ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES

Schedule R (Form 990) 2023

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	12
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	10
5	Total number of individuals employed in calendar year 2023 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, Part I, line 11 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	0	0
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	0	0
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	0	0
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	0	0
19	Revenue less expenses. Subtract line 18 from line 12.......	0	0
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	0	0
21	Total liabilities (Part X, line 26).............	0	0
22	Net assets or fund balances. Subtract line 21 from line 20.....	0	0

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	ST. MARY'S DULUTH CLINIC HEALTH SYSTEM, DBA ESSENTIA HEALTH EAST, IS ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND RELIGIOUS PURPOSES EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, OR TO CARRY OUT THE PURPOSES OF ITS SUPPORTED ORGANIZATIONS AS LISTED ON SCHEDULE A OF FORM 990, ALL OF WHICH ARE ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986. ESSENTIA HEALTH EAST SERVES AS THE OPERATIONAL PARENT OF THE ESSENTIA HEALTH ENTITIES OPERATING WITHIN THE EAST REGION THAT SERVE A REGIONAL POPULATION IN MINNESOTA AND WISCONSIN.THE LEGAL ENTITIES COMPRISING ESSENTIA HEALTH EAST FILE SEPARATE FORM 990S. ESSENTIA HEALTH EAST DOES NOT HAVE ANY REVENUES OR EXPENSES NOT ALREADY REPORTED ON THOSE 990S.ESSENTIA HEALTH EAST'S HOSPITALS AND CLINICS EMPLOY APPROXIMATELY 6,600 FULL TIME EQUIVALENTS. THE HOSPITALS HAD A TOTAL OF 901 LICENSED BEDS WHICH PROVIDED NEARLY 159,000 HOSPITAL PATIENT DAYS AND 452,000 OUTPATIENT VISITS DURING THE FISCAL YEAR ENDED JUNE 30, 2024. THE CLINICS HAD NEARLY 1.3 MILLION ENCOUNTERS DURING THE SAME TIME PERIOD.DURING THE FISCAL YEAR ENDED JUNE 30, 2024, ESSENTIA HEALTH EAST'S HOSPITALS AND CLINICS PROVIDED TOTAL COMMUNITY BENEFITS OF $147.5 MILLION WHICH INCLUDED COSTS OF PROVIDING CHARITY CARE, COSTS IN EXCESS OF MEDICAID PAYMENTS, MEDICAID SURCHARGE, MINNESOTACARE TAX, COMMUNITY BUILDING ACTIVITIES AND SERVICES, HEALTH PROFESSIONALS EDUCATION, AND RESEARCH.ESSENTIA HEALTH IS THE PARENT ORGANIZATION OF AN INTEGRATED HEALTH SYSTEM THAT INCLUDES THIS ORGANIZATION AND ALL ENTITIES THAT ARE OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY, BY ESSENTIA HEALTH (COLLECTIVELY, THE "SYSTEM OR "ESSENTIA HEALTH").

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses

1b	Sub-Total..............
c	Total from continuation sheets to Part VII, Section A..
d	Total (add lines 1b and 1c).........	0	15,880,144	2,316,728

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0

1a	Federated campaigns..	1a
b	Membership dues..	1b
c	Fundraising events..	1c
d	Related organizations	1d
e	Government grants (contributions)	1e

f	All other contributions, gifts, grants, and similar amounts not included above	1f

g	Noncash contributions included in lines 1a - 1f:$	1g

h Total. Add lines 1a-1f.......

		Business Code
2a
b
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....

3 Investment income (including dividends, interest, and othersimilar amounts) ......
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
			(i) Real	(ii) Personal
6a	Gross rents	6a
b	Less: rental expenses	6b
c	Rental income or (loss)	6c
d	Net rental income or (loss).......
			(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	7a
b	Less: cost or other basis and sales expenses	7b
c	Gain or (loss)	7c
d	Net gain or (loss).........
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..

Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See instructions.....			0	0	0	0

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......
5	Compensation of current officers, directors, trustees, and key employees ...........
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........
7	Other salaries and wages........
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......
10	Payroll taxes ...........
11	Fees for services (non-employees):
a	Management ......
b	Legal .........
c	Accounting ...........
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)
12	Advertising and promotion ....
13	Office expenses .......
14	Information technology ......
15	Royalties ..
16	Occupancy ...........
17	Travel ............
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..
23	Insurance ...
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a
b
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	0	0	0	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			1
2	Savings and temporary cash investments .........			2
3	Pledges and grants receivable, net ......			3
4	Accounts receivable, net .............			4
5	Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
				5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
				6
7	Notes and loans receivable, net ...........			7
8	Inventories for sale or use ............			8
9	Prepaid expenses and deferred charges ......			9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation	10b		10c
11	Investments—publicly traded securities .			11
12	Investments—other securities. See Part IV, line 11 .....			12
13	Investments—program-related. See Part IV, line 11 ..			13
14	Intangible assets ...............			14
15	Other assets. See Part IV, line 11 ...........			15
16	Total assets. Add lines 1 through 15 (must equal line 33)...		0	16	0

17	Accounts payable and accrued expenses .....		17
18	Grants payable ...		18
19	Deferred revenue .........		19
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D		25
26	Total liabilities. Add lines 17 through 25..	0	26	0

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........		27
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	0	32	0
33	Total liabilities and net assets/fund balances ........	0	33	0