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 | |||||
| (A)
CATHOLIC HEALTH CARE FEDERATION |
000000000 | 1 | Yes | 0 | 0 | |
|
Total 1
|
0 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf .... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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.).. | ||||||
| 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 2024 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-2024 |
(iii) Distributable Amount for 2024 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2024 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2024 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2024: | ||||
| a From 2019....... | ||||
| b From 2020....... | ||||
| c From 2021....... | ||||
| d From 2022....... | ||||
| e From 2023....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2024 distributable amount | ||||
|
i
Carryover from 2019 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2024 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2024 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2024, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2024. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2025. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2020..... | ||||
| b Excess from 2021..... | ||||
| c Excess from 2022..... | ||||
| d Excess from 2023..... | ||||
| e Excess from 2024..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SECTION A, LINE 1: | COMMONSPIRIT HEALTH'S ("COMMONSPIRIT") ARTICLES OF INCORPORATION SPECIFICALLY DESIGNATE CATHOLIC HEALTH CARE FEDERATION AS ITS PUBLICLY SUPPORTED ORGANIZATION AND DESIGNATE, BY PURPOSE, SUCH OTHER CHARITABLE ORGANIZATIONS, THE PURPOSES OF WHICH ARE TO EMBODY THE MISSION OF THE HEALING MINISTRY OF JESUS IN THE CHURCH THROUGH OWNERSHIP, MANAGEMENT, OR GOVERNANCE OF HEALTH MINISTRIES, OR THE OFFERING OF OR SUPPORTING OF CHARITABLE AND RELIGIOUS PROGRAMS OR SERVICES CONSISTENT WITH SUCH PURPOSES, IN KEEPING WITH THE GOSPEL IMPERATIVE. |
| SECTION A, LINE 2: | COMMONSPIRIT IS ORGANIZED AND OPERATED, WITHIN THE MEANING OF SECTION 509(A)(3)(A) OF THE INTERNAL REVENUE CODE OF 1986, AS NOW IN EFFECT OR AS SUBSEQUENTLY AMENDED ("IRC"), EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND/OR TO CARRY OUT THE RELIGIOUS, CHARITABLE, SCIENTIFIC, AND EDUCATIONAL PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE IRC, OF CATHOLIC HEALTH CARE FEDERATION ("CHCF"), A PUBLIC JURIDIC PERSON WITHIN THE MEANING OF THE CODE OF CANON LAW FOR THE ROMAN CATHOLIC CHURCH ("CANON LAW"), INCLUDING BY SUPPORTING SUCH OTHER CHARITABLE ORGANIZATIONS, THE PURPOSES OF WHICH ARE TO EMBODY THE MISSION OF THE HEALING MINISTRY OF JESUS IN THE CHURCH THROUGH OWNERSHIP, MANAGEMENT, OR GOVERNANCE OF HEALTH MINISTRIES, OR THE OFFERING OF OR SUPPORTING OF CHARITABLE AND RELIGIOUS PROGRAMS OR SERVICES CONSISTENT WITH SUCH PURPOSES, IN KEEPING WITH THE GOSPEL IMPERATIVE. BECAUSE CHCF IS PART OF THE ROMAN CATHOLIC CHURCH, IT IS NOT REQUIRED TO APPLY FOR RECOGNITION OF EXEMPT STATUS PURSUANT TO IRC 508(C). BY VIRTUE OF ITS DECREE OF CANONICAL ERECTION BY THE CONGREGATION FOR INSTITUTES OF CONSECRATED LIFE AND SOCIETIES OF APOSTOLIC LIFE, CHCF IS A PUBLIC JURIDIC PERSON OF PONTIFICAL RIGHT, SUBJECT TO THE DIRECT OVERSIGHT AND JURISDICTION OF THE APOSTOLIC SEE IN THE VATICAN. AS A PUBLIC JURIDIC PERSON IN THE CHURCH, CHCF IS THE JURIDICAL EQUIVALENT OF A DIOCESE OR PARISH OR RELIGIOUS ORDER IN THE CATHOLIC CHURCH. AS A PUBLIC JURIDIC PERSON, CHCF IS NOT MERELY AFFILIATED WITH THE CATHOLIC CHURCH; IT IS THE CATHOLIC CHURCH, AN OFFICIAL PART OF THE CHURCH ITSELF, WITH A MUNUS OR DUTY ASSIGNED TO IT BY THE CHURCH, AND ABLE TO ACT PUBLICLY IN THE NAME OF THE CHURCH. THE CONGREGATION FOR INSTITUTES OF CONSECRATED LIFE AND SOCIETIES OF APOSTOLIC LIFE BY DECREE DATED JUNE 8, 1991, CONFERRED PUBLIC JURIDIC PERSONALITY IN THE CHURCH ON CHCF, STATING THAT CHCF WAS "TO BE GOVERNED IN ACCORDANCE WITH CANON LAW AND ITS OWN APPROVED STATUTES". |
| SECTION B, LINE 2: | THE ORGANIZATION OPERATES EXCLUSIVELY TO SUPPORT OR BENEFIT ITS PUBLICLY SUPPORTED ORGANIZATION BY SUPPORTING ORGANIZATIONS, OTHER THAN A PRIVATE FOUNDATION, WHICH ARE DESCRIBED IN SECTION 501(C)(3) AND ARE OPERATED, SUPERVISED, OR CONTROLLED DIRECTLY BY OR IN CONNECTION WITH SUCH PUBLICLY SUPPORTED ORGANIZATIONS, OR WHICH IS DESCRIBED IN SECTION 511(A)(2)(B). NO PART OF THE ORGANIZATION'S ACTIVITIES IS IN FURTHERANCE OF A PURPOSE OTHER THAN SUPPORTING OR BENEFITING ONE OR MORE SPECIFIED PUBLICLY SUPPORTED ORGANIZATIONS. |
| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 4, STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS: | COMMONSPIRIT HEALTH WAS FORMED BY THE ALIGNMENT OF CATHOLIC HEALTH INITIATIVES (CHI) AND DIGNITY HEALTH. FOUNDED BY WOMEN RELIGIOUS, BOTH HEALTH SYSTEMS HAVE A LONG, PROUD LEGACY OF SERVING ALL PEOPLE IN NEED, ESPECIALLY THOSE WHO'VE BEEN MADE VULNERABLE BY POVERTY, AGE, AND OTHER HARDSHIPS. COMMONSPIRIT HEALTH ("COMMONSPIRIT") IS CONTINUING THESE LEGACIES BY ACTIVELY ADVOCATING FOR POSITIVE SOCIAL CHANGE. AT COMMONSPIRIT, WE STRIVE TO BUILD MORE RESILIENT COMMUNITIES, ADVOCATE FOR THOSE WHO ARE POOR AND VULNERABLE, AND INNOVATE HOW AND WHERE HEALING CAN HAPPEN BOTH INSIDE OUR HOSPITALS AND OUT IN OUR COMMUNITIES. COMMONSPIRIT IS COMMITTED TO A MISSION OF SERVING ALL PEOPLE, ESPECIALLY THOSE WHO ARE VULNERABLE. AS THE NATION'S LEADING PROVIDER OF MEDICAID SERVICES, COMMONSPIRIT WORKS TO ENSURE THOSE IN NEED HAVE ACCESS TO QUALITY CARE THROUGH A RANGE OF COMMUNITY HEALTH PROGRAMS, RESEARCH PROGRAMS, VIRTUAL CARE SERVICES, AND HOME HEALTH PROGRAMS THAT ADDRESS THE ROOT CAUSES OF POOR HEALTH SUCH AS ACCESS TO QUALITY CARE, AFFORDABLE HOUSING, SAFE NEIGHBORHOODS, AND A HEALTHY ENVIRONMENT. COMMONSPIRIT OWNS AND OPERATES HEALTHCARE FACILITIES IN 24 STATES AND IS COMPRISED OF APPROXIMATELY 2,300 CARE SITES, CONSISTING OF 138 HOSPITALS, INCLUDING ACADEMIC HEALTH CENTERS, MAJOR TEACHING HOSPITALS, AND CRITICAL ACCESS FACILITIES, COMMUNITY HEALTH SERVICES ORGANIZATIONS, ACCREDITED NURSING COLLEGES, HOME HEALTH AGENCIES, LIVING COMMUNITIES, A MEDICAL FOUNDATION AND OTHER AFFILIATED MEDICAL GROUPS, AND OTHER FACILITIES AND SERVICES THAT SPAN THE INPATIENT AND OUTPATIENT CONTINUUM OF CARE. IN FISCAL YEAR 2025, COMMONSPIRIT, WITH ITS CONSOLIDATED ENTITIES, PROVIDED MORE THAN $3 BILLION IN FINANCIAL ASSISTANCE AND COMMUNITY BENEFIT FOR PROGRAMS AND SERVICES FOR THE POOR, FREE CLINICS, EDUCATION AND RESEARCH. FINANCIAL ASSISTANCE AND COMMUNITY BENEFIT TOTALED MORE THAN $5.1 BILLION WITH THE INCLUSION OF THE UNPAID COSTS OF MEDICARE. COMMONSPIRIT PROVIDES STRATEGIC PLANNING AND MANAGEMENT SERVICES, AS WELL AS CENTRALIZED SERVICES, TO ITS REGIONS. THE PROVISION OF CENTRALIZED MANAGEMENT AND SHARED SERVICES, INCLUDING AREAS SUCH AS ACCOUNTING, LEGAL, RISK MANAGEMENT, HUMAN RESOURCES, PAYROLL, SUPPLY CHAIN, PUBLIC RELATIONS, CASH, DEBT AND INVESTMENT MANAGEMENT, AND MISSION SERVICES PROVIDES ECONOMIES OF SCALE AND PURCHASING POWER TO THE REGIONS. THE COST SAVINGS ACHIEVED THROUGH COMMONSPIRIT'S CENTRALIZATION ENABLES REGIONS TO DEDICATE ADDITIONAL RESOURCES TO HIGH-QUALITY HEALTH CARE AND COMMUNITY OUTREACH SERVICES TO THE MOST VULNERABLE MEMBERS OF OUR SOCIETY. COMMONSPIRIT IS A CATHOLIC HEALTHCARE SYSTEM SPONSORED BY THE PUBLIC JURIDIC PERSON, CATHOLIC HEALTH CARE FEDERATION. COMMONSPIRIT AND SUBSTANTIALLY ALL OF ITS DIRECT AFFILIATES AND SUBSIDIARIES HAVE BEEN GRANTED EXEMPTION FROM FEDERAL INCOME TAX AS CHARITABLE ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. |
| FORM 990, PART VI, SECTION A, LINE 1A | COMMONSPIRIT'S BOARD OF STEWARDSHIP TRUSTEES HAS AN EXECUTIVE COMMITTEE WHICH CONSISTS ONLY OF MEMBERS OF THE BOARD OF STEWARDSHIP TRUSTEES AND INCLUDES BOTH THE CHAIRPERSON AND VICE CHAIRPERSON OF THE BOARD OF STEWARDSHIP TRUSTEES, THE CHIEF EXECUTIVE OFFICER OF COMMONSPIRIT, AND FIVE ADDITIONAL TRUSTEES (THREE ADDITIONAL TRUSTEES PRIOR TO 8/21/2024). PURSUANT TO THE COMMONSPIRIT BYLAWS, EXCEPT AS OTHERWISE PROVIDED BY LAW, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE SUCH POWERS AS MAY BE DELEGATED TO IT BY THE BOARD OF STEWARDSHIP TRUSTEES. ADDITIONALLY, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE SUCH POWERS TO TRANSACT ROUTINE BUSINESS OF THE CORPORATION IN THE INTERIM PERIOD BETWEEN REGULARLY SCHEDULED MEETINGS OF THE BOARD OF STEWARDSHIP TRUSTEES, PROVIDED THAT SUCH ACTIONS TAKEN SHALL BE CONSISTENT WITH AND NOT CONFLICT WITH ANY ACTIONS OR POLICIES OF THE BOARD OF STEWARDSHIP TRUSTEES, THE BYLAWS, OR APPLICABLE LAW. THE EXECUTIVE COMMITTEE SHALL KEEP REGULAR MINUTES OF ITS PROCEEDINGS AND REPORT THE SAME TO THE BOARD OF STEWARDSHIP TRUSTEES AT THE NEXT REGULAR OR ANNUAL MEETING OF THE BOARD OF STEWARDSHIP TRUSTEES. |
| FORM 990, PART VI, SECTION A, LINE 2 | CERTAIN REPORTABLE INDIVIDUALS HAVE BUSINESS RELATIONSHIPS. BELOW ARE REPORTABLE INDIVIDUALS WHO SERVE AS MEMBERS OF THE BOARDS OF DIRECTORS OF COMMONSPIRIT FOR-PROFIT SUBSIDIARIES OR JOINT VENTURES: 1. FRANCISCAN SERVICES, INC. - M. MELFI, T. KOPFENSTEINER 2. OPUSVI UK LTD. - D. MORISSETTE, K. SANFORD, L. BAILEY 3. DIGNITY HEALTH HOLDING CORPORATION - D. MORISSETTE, M. MELFI, M. JOHNSON-TIDJANI, T. RICHARDSON, S. SHAPIRO 4. STRATEGIC AND PHYSICIANS INSURANCE, LTD - M. MELFI, D. MORISSETTE, J. SPRENGEL, R. WIEBE, A. HARDY-WALLER, T. RICHARDSON 5. TOPTOLIFE, LLC - M. MELFI, D. MORISSETTE, S. SHAPIRO, T. RICHARDSON 6. CONIFER HEALTH SOLUTIONS, LLC - D. BARCHI, M. JOHNSON-TIDJANI 7. NEXIFY HEALTH - S. SHAPIRO, K. SANFORD, D. BARCHI 8. DIGNITY HEALTH BIOLIFE HOLDING - S. SHAPIRO, B. LOANZON |
| FORM 990, PART VI, SECTION A, LINE 4 | SIGNIFICANT CHANGES TO FILING ORGANIZATION'S BYLAWS: EFFECTIVE 6/18/25, THE CEO WILL ASSUME THE PRESIDENT'S DUTIES AND AUTHORITY. |
| FORM 990, PART VI, SECTION A, LINE 6 | FORM 990 INSTRUCTIONS DEFINE A "MEMBER" AS ANY PERSON WHO, PURSUANT TO A PROVISION OF THE ORGANIZATION'S GOVERNING DOCUMENTS OR APPLICABLE STATE LAW, HAS THE RIGHT TO... "APPROVE SIGNIFICANT DECISIONS OF THE GOVERNING BODY OR TO... "RECEIVE A SHARE OF THE ORGANIZATION'S PROFITS OR EXCESS DUES OR A SHARE OF THE ORGANIZATION'S NET ASSETS UPON THE ORGANIZATION'S DISSOLUTION". THE CORPORATION WAS FOUNDED BY RELIGIOUS INSTITUTES OF THE ROMAN CATHOLIC CHURCH. THOSE RELIGIOUS INSTITUTES OF THE ROMAN CATHOLIC CHURCH THAT AGREE TO ACCEPT THE MISSION AND VISION OF THE ORGANIZATION AND MEET CERTAIN OTHER REQUIREMENTS ESTABLISHED BY THE BOARD OF STEWARDSHIP TRUSTEES, AND WHO ARE APPROVED BY A 2/3 VOTE OF THE BOARD OF STEWARDSHIP TRUSTEES, HAVE "PARTICIPATING CONGREGATION" RIGHTS AND DUTIES UNDER THE BYLAWS OF THE ORGANIZATION. PARTICIPATING CONGREGATIONS HAVE THE RIGHT TO APPROVE SUBSTANTIAL CHANGES TO THE MISSION AND PHILOSOPHICAL DIRECTION OF THE ORGANIZATION, APPROVE AMENDMENTS TO THE ARTICLES AND BYLAWS AFFECTING ANY PROVISION GOVERNING THE QUALIFICATIONS, RIGHTS OR RESPONSIBILITIES OF THE PARTICIPATING CONGREGATIONS, SELECT AND REMOVE A PERSON WHO REPRESENTS THAT PARTICIPATING CONGREGATION IN EXERCISING ITS RIGHTS AND DUTIES, BENEFIT FROM THE DISTRIBUTION OF ASSETS UPON THE DISSOLUTION OF THE ORGANIZATION, PARTICIPATE IN THE MINISTRIES AND ADVOCACY EFFORTS SPONSORED BY THE ORGANIZATION, ENCOURAGE CONGREGATION MEMBERS TO SERVE ON COMMITTEES OF THE BOARD OF STEWARDSHIP TRUSTEES AND LOCAL LEVELS WHERE PERMITTED AND APPROPRIATE, ATTEND NATIONAL EVENTS OF THE ORGANIZATION, AND PARTICIPATE THROUGH THEIR REPRESENTATIVES IN MEETINGS HELD AT LEAST ONCE A YEAR WITH SPECIFIC ORGANIZATION STAFF AND/OR THE BOARD OF STEWARDSHIP TRUSTEES. (SECTION 4.1.1 OF THE BYLAWS OF COMMONSPIRIT.) |
| FORM 990, PART VI, SECTION A, LINE 7A | COMMONSPIRIT, AS AN ECCLESIASTICAL ENDEAVOR, FUNCTIONS AS A PUBLIC JURIDIC PERSON UNDER THE NAME CATHOLIC HEALTH CARE FEDERATION ("CHCF"). CHCF'S RESERVED RIGHTS INCLUDE THE APPROVAL OR REMOVAL OF ANY MEMBERS OF THE BOARD OF STEWARDSHIP TRUSTEES. |
| FORM 990, PART VI, SECTION A, LINE 7B | FORM 990 INSTRUCTIONS INDICATE THAT AN ORGANIZATION MUST ANSWER "YES" IF AT ANY TIME DURING THE ORGANIZATION'S TAX YEAR, THERE WERE ONE OR MORE PERSONS WHO HAD THE RIGHT TO APPROVE OR RATIFY DECISIONS OF THE ORGANIZATION'S GOVERNING BODY SUCH AS APPROVAL OF THE GOVERNING BODY'S DECISION TO DISSOLVE THE ORGANIZATION. THE CORPORATION WAS FOUNDED BY RELIGIOUS INSTITUTES OF THE ROMAN CATHOLIC CHURCH. THOSE RELIGIOUS INSTITUTES OF THE ROMAN CATHOLIC CHURCH THAT AGREE TO ACCEPT THE MISSION AND VISION OF THE ORGANIZATION AND MEET CERTAIN OTHER REQUIREMENTS ESTABLISHED BY THE BOARD OF STEWARDSHIP TRUSTEES, AND WHO ARE APPROVED BY A 2/3 VOTE OF THE BOARD OF STEWARDSHIP TRUSTEES, HAVE "PARTICIPATING CONGREGATION" RIGHTS AND DUTIES UNDER THE BYLAWS OF THE ORGANIZATION. PARTICIPATING CONGREGATIONS HAVE THE RIGHT TO APPROVE SUBSTANTIAL CHANGES TO THE MISSION AND PHILOSOPHICAL DIRECTION OF THE ORGANIZATION, APPROVE AMENDMENTS TO THE ARTICLES AND BYLAWS AFFECTING ANY PROVISION GOVERNING THE QUALIFICATIONS, RIGHTS OR RESPONSIBILITIES OF THE PARTICIPATING CONGREGATIONS, SELECT AND REMOVE A PERSON WHO REPRESENTS THAT PARTICIPATING CONGREGATION IN EXERCISING ITS RIGHTS AND DUTIES, BENEFIT FROM THE DISTRIBUTION OF ASSETS UPON THE DISSOLUTION OF THE ORGANIZATION, PARTICIPATE IN THE MINISTRIES AND ADVOCACY EFFORTS SPONSORED BY THE ORGANIZATION, ENCOURAGE CONGREGATION MEMBERS TO SERVE ON COMMITTEES OF THE BOARD OF STEWARDSHIP TRUSTEES AND LOCAL LEVELS WHERE PERMITTED AND APPROPRIATE, ATTEND NATIONAL EVENTS OF THE ORGANIZATION, AND PARTICIPATE THROUGH THEIR REPRESENTATIVES IN MEETINGS HELD AT LEAST ONCE A YEAR WITH SPECIFIC ORGANIZATION STAFF AND/OR THE BOARD OF STEWARDSHIP TRUSTEES. (SECTION 4.1.1 OF THE BYLAWS OF COMMONSPIRIT.) IN ADDITION TO THE PARTICIPATING CONGREGATIONS, CATHOLIC HEALTH CARE FEDERATION ("CHCF"), COMMONSPIRIT'S SUPPORTED ORGANIZATION, RETAINS CERTAIN APPROVAL RIGHTS WITH RESPECT TO COMMONSPIRIT ACTIONS AS FOLLOWS: EXCEPT AS OTHERWISE PROVIDED BY LAW, THE ARTICLES OF INCORPORATION, OR THE BYLAWS, CHCF SHALL RETAIN THE FOLLOWING RESERVED RIGHTS WITH RESPECT TO CERTAIN ACTIONS AND DECISIONS TO BE TAKEN BY THE BOARD OF STEWARDSHIP TRUSTEES: - APPROVAL OF THE MEMBERS OF THE BOARD OF STEWARDSHIP TRUSTEES; - REMOVAL OF ANY MEMBERS OF THE BOARD OF STEWARDSHIP TRUSTEES; - ALIENATION, WITHIN THE MEANING OF CANON LAW, OF PROPERTY CONSIDERED STABLE PATRIMONY OF CHCF (STABLE PATRIMONY OWNED BY CATHOLIC ORGANIZATIONS CONTROLLED BY COMMONSPIRIT); AND - VETO ANY CHANGES OR AMENDMENTS TO THE STATEMENT OF COMMON VALUES THAT ARE PRESENTED TO CHCF BY THE BOARD OF STEWARDSHIP TRUSTEES, PROVIDED THAT CHCF MUST EXERCISE SUCH VETO WITHIN THIRTY (30) DAYS OF THE DATE THAT THE PROPOSED CHANGES OR AMENDMENTS ARE PRESENTED TO CHCF BY THE BOARD OF STEWARDSHIP TRUSTEES. (SECTION 3.1 OF THE BYLAWS OF COMMONSPIRIT.) |
| FORM 990, PART VI, SECTION B, LINE 11B | THE SVP/FINANCE AND CORPORATE CONTROLLER OF COMMONSPIRIT REVIEWED THE DRAFT OF THIS FORM 990 WITH THE SEVP/CHIEF FINANCIAL OFFICER. THE REVIEW INCLUDED AN EXPLANATION OF EACH SCHEDULE OF THE FORM 990 AND THE PERTINENT INFORMATION CONTAINED ON EACH SCHEDULE. THE EVP/CHIEF COMPLIANCE OFFICER REVIEWED THE CONFLICT OF INTEREST SCHEDULES. THE ORGANIZATION'S SYSTEM VICE PRESIDENT OF FINANCE, ASSISTANT CORPORATE CONTROLLER REVIEWED THE COMPENSATION SCHEDULES AND DISCLOSURES WITH THE SEVP, CHIEF PEOPLE OFFICER AND THE COMMONSPIRIT BOARD PEOPLE AND COMPENSATION COMMITTEE (FORMERLY KNOWN AS THE HUMAN RESOURCES AND COMPENSATION COMMITTEE). THE COMPLETE COPY OF THE FORM 990 WAS PROVIDED TO THE ENTIRE BOARD OF DIRECTORS BEFORE THE RETURN WAS FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE ORGANIZATION HAS A CONFLICTS OF INTEREST ("COI") POLICY (THE "POLICY") IN PLACE TO PROTECT THE INTERESTS OF COMMONSPIRIT IN CIRCUMSTANCES THAT MAY RESULT IN A CONFLICT BETWEEN PERSONAL INTERESTS OF A PERSON AND THE INTERESTS OF THE ORGANIZATION AND THOSE IT SERVES. COMMONSPIRIT'S COI POLICY APPLIES TO COMMONSPIRIT, ITS DIRECT AFFILIATES AND SUBSIDIARIES AND ANY RELATED ENTITY THE GOVERNING DOCUMENTS OF WHICH REQUIRE THE ENTITY TO COMPLY WITH COMMONSPIRIT POLICY (COLLECTIVELY THE "SYSTEM ENTITIES"). THE FOLLOWING PERSONS ARE REQUIRED TO DISCLOSE ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AS SOON AS THEY BECOME AWARE OF IT AND AT LEAST ANNUALLY THEREAFTER (VIA A FORMAL SYSTEM-ADMINISTERED SURVEY) IF THE PERSON'S AFFILIATION WITH COMMONSPIRIT CONTINUES: - MEMBERS OF CORPORATE AND COMMUNITY BOARDS OF SYSTEM ENTITIES - MEMBERS OF COMMITTEES OF CORPORATE AND COMMUNITY BOARDS OF SYSTEM ENTITIES - MEMBERS OF THE EXECUTIVE LEADERSHIP TEAM ("ELT") OF COMMONSPIRIT - CORPORATE OFFICERS OF SYSTEM ENTITIES - EMPLOYED PHYSICIANS AND ADVANCED PRACTICE PROVIDERS - KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES AS SPECIFIED BY THE INTERNAL REVENUE SERVICE FOR FORM 990 PURPOSES WHO ARE NOT OTHERWISE INCLUDED IN THE CATEGORIES ABOVE - EMPLOYEES OF SYSTEM ENTITIES AT THE VICE PRESIDENT LEVEL AND ABOVE - ALL INDIVIDUALS ENGAGED IN RESEARCH AT INSTITUTIONS OWNED OR OPERATED BY A SYSTEM ENTITY - SELECT EMPLOYEES AS DETERMINED FROM TIME TO TIME BY LEADERSHIP A FAILURE TO DISCLOSE MAY RESULT IN DISCIPLINARY OR CORRECTIVE ACTIONS. REVIEW, AND MANAGEMENT OF PERCEIVED, POTENTIAL, OR ACTUAL CONFLICTS OF INTEREST ARE ACCOMPLISHED THROUGH A DEFINED COI DISCLOSURE REVIEW PROCESS AS FURTHER DESCRIBED BELOW. REPORTED POTENTIAL OR ACTUAL CONFLICTS OF INTEREST ARE INITIALLY REVIEWED BY LEGAL, CORPORATE RESPONSIBILITY OR RESEARCH INTEGRITY STAFF. STANDARD MANAGEMENT APPROACHES PER COI POLICY ARE APPLIED TO DISCLOSED CONFLICTS. DISCLOSURES THAT IDENTIFY PERCEIVED, POTENTIAL, OR ACTUAL COIS THAT REQUIRE IMMEDIATE MATERIAL ACTION TO RESOLVE, WILL BE IDENTIFIED, AND, A CONFLICT OF INTEREST MANAGEMENT PLAN DEVELOPED, WHICH PLAN SHALL BE SUBJECT TO ACCEPTANCE BY THE APPROPRIATE DIRECT MANAGER, SUPERVISOR, MEDICAL STAFF OFFICE, BOARD OR BOARD COMMITTEE (FOR BOARD, BOARD COMMITTEE, ELT OR CORPORATE OFFICER CONFLICTS), OR OTHER APPROPRIATE INDIVIDUAL OR BODY. ONCE ACCEPTED, THE CONFLICT OF INTEREST MANAGEMENT PLAN IS COMMUNICATED TO THE PERSON WITH THE ACTUAL OR POTENTIAL CONFLICT AND THE INDIVIDUAL MUST CONDUCT THEMSELVES IN CONFORMITY WITH THE PLAN. IN THE EVENT THAT A TRANSACTIONAL CONFLICT INTEREST ARISES IN CONNECTION WITH A SYSTEM ENTITY BOARD MEETING, THE CONFLICTED INDIVIDUAL MUST DISCLOSE THAT CONFLICT PRIOR TO OR AT THE BEGINNING OF THE MEETING IN WHICH THE MATTER IS TO BE CONSIDERED. THE CONFLICTED INDIVIDUAL IS EXCLUDED FROM VOTING ON THE TRANSACTION AND IS PROHIBITED FROM USING PERSONAL INFLUENCE WITH RESPECT TO THE MATTER, BUT IS NOT PROHIBITED FROM PROVIDING INPUT IF REQUESTED TO DO SO. |
| FORM 990, PART VI, SECTION B, LINE 15B | COMMONSPIRIT'S CHIEF EXECUTIVE OFFICER AND CERTAIN OTHER OFFICERS AND KEY EMPLOYEES ARE EMPLOYEES OF DIGNITY HEALTH, HOWEVER, COMMONSPIRIT'S BOARD OF STEWARDSHIP TRUSTEES APPOINTS A PEOPLE AND COMPENSATION COMMITTEE, COMPRISED EXCLUSIVELY OF INDEPENDENT MEMBERS, WHO ARE ACCOUNTABLE FOR SETTING REASONABLE COMPENSATION PACKAGES FOR EACH OFFICER AND CERTAIN KEY EMPLOYEES (INCLUDING THE PRESIDENT/CEO). THE PEOPLE AND COMPENSATION COMMITTEE APPROVES, CONSISTENT WITH THE ORGANIZATION'S PHILOSOPHY AND PRINCIPLES, THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING MERIT INCREASES AND VARIABLE COMPENSATION CRITERIA FOR OFFICERS AND KEY EXECUTIVES. THE PEOPLE AND COMPENSATION COMMITTEE ALSO ENGAGES AN INDEPENDENT CONSULTANT AS NECESSARY AND QUALIFIED INDEPENDENT COMPENSATION AND BENEFITS SPECIALISTS (INDEPENDENT EXPERTS) TO REVIEW, ANALYZE AND PROVIDE BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFITS PACKAGES OF OFFICERS AND KEY EXECUTIVES. APPROPRIATE COMPARABLE DATA IS OBTAINED FROM THE INDEPENDENT EXPERTS, (E.G., TOTAL ECONOMIC BENEFITS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR SIMILAR JOB RESPONSIBILITIES). KEY DELIBERATIONS OF THE COMMITTEE ARE DOCUMENTED IN MEETING MINUTES WHICH ARE APPROVED AT THE NEXT COMMITTEE MEETING AND PROVIDED TO THE BOARD OF STEWARDSHIP TRUSTEES. THE DOCUMENTATION OF THE DELIBERATIONS INCLUDES (A) THE TERMS OF THE AGREEMENT APPROVED AND THE DATE APPROVED; (B) THE MEMBERS OF THE COMMITTEE WHO WERE PRESENT DURING DISCUSSION OF THE APPROVED AGREEMENT AND THOSE WHO VOTED ON IT; AND (C) THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE COMMITTEE AND HOW THE DATA WAS OBTAINED. |
| FORM 990, PART VI, SECTION C, LINE 19 | COMMONSPIRIT'S ARTICLES OF INCORPORATION ARE AVAILABLE ON THE COLORADO SECRETARY OF STATE WEBSITE. COMMONSPIRIT'S CONSOLIDATED AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ON THE COMMONSPIRIT WEBSITE AT WWW.COMMONSPIRIT.ORG. COMMONSPIRIT'S BYLAWS AND CONFLICT OF INTEREST POLICY ARE NOT PUBLICLY AVAILABLE. |
| FORM 990, PART VI, SECTION B, LINE 16B: | COMMONSPIRIT HAS NOT FORMALLY ADOPTED A WRITTEN POLICY OR WRITTEN PROCEDURE REGARDING JOINT VENTURES. HOWEVER, COMMONSPIRIT'S SYSTEM-WIDE JOINT VENTURE MODEL OPERATING AGREEMENT INCORPORATES CONTROLS OVER THE VENTURE SUFFICIENT TO ENSURE THAT (1) THE EXEMPT ORGANIZATION AT ALL TIMES RETAINS CONTROL OVER THE VENTURE SUFFICIENT TO ENSURE THAT THE PARTNERSHIP FURTHERS THE EXEMPT PURPOSE OF THE ORGANIZATION; (2) IN ANY PARTNERSHIP IN WHICH THE EXEMPT ORGANIZATION IS A PARTNER, ACHIEVEMENT OF EXEMPT PURPOSES IS PRIORITIZED OVER MAXIMIZATION OF PROFITS FOR THE PARTNERS; (3) THE PARTNERSHIP DOES NOT ENGAGE IN ANY ACTIVITIES THAT WOULD JEOPARDIZE THE EXEMPT ORGANIZATION'S EXEMPTION; AND (4) RETURNS OF CAPITAL, ALLOCATIONS, AND DISTRIBUTIONS MUST BE MADE IN PROPORTION TO THE PARTNERS' RESPECTIVE OWNERSHIP INTERESTS. ANY JOINT VENTURE AGREEMENTS THAT DO NOT CONFORM TO THE MODEL AGREEMENT ARE GENERALLY REVIEWED BY COUNSEL. |
| FORM 990, PART VII, SECTION A, COLUMN (A): | PRESENTING COMPLETE NAMES AND TITLES OF CERTAIN INDIVIDUALS FROM PART VII. (1) WRIGHT LASSITER III, MHA CHIEF EXECUTIVE OFFICER AND CORPORATE PRESIDENT (2) TAMMARA WILCOX SYSTEM SVP, PAYER STRATEGY & RELATIONSHIPS (THROUGH 9/6/24) (7) THOMAS MCGINN, MD, MPH SEVP, CHIEF PHYSICIAN EXECUTIVE OFFICER (8) DANIEL J MORISSETTE, CPA, MBA SEVP, CHIEF FINANCIAL OFFICER/TREASURER (11) ROBERT WIEBE, MD EVP, CHIEF MEDICAL OFFICER (THROUGH 1/10/25) (12) PETER BANKO PRESIDENT MOUNTAIN REGION (THROUGH 2/17/24) (13) T. DOUGLAS LAWSON, PHD PRESIDENT SOUTH REGION (THROUGH 2/21/25) (15) MICHELLE JOHNSON-TIDJANI, JD, MBA SEVP, CHIEF ADMINISTRATIVE OFFICER (17) LISA ZUCKERMAN SYSTEM SVP, TREASURY AND STRATEGIC INVESTMENTS (20) BENJIE M LOANZON SYSTEM SVP, FINANCE AND CORPORATE CONTROLLER (23) ROSALYN CARPENTER SYSTEM SVP, DIVERSITY AND INCLUSION (THROUGH 2/1/25) (26) ANDREW GAASCH PRESIDENT MOUNTAIN REGION (EFFECTIVE 5/27/24) (27) MATTHEW BROWN INTERIM PRESIDENT SOUTH REGION (EFFECTIVE 2/21/25)/SYSTEM SVP, ANCILLARY SERVICES OPERATIONS/INTERIM PRESIDENT MOUNTAIN REGION (EFFECTIVE 2/18/24-5/26/24) (28) KEVIN MURPHY SYSTEM SVP MISSION INNOVATION ETHICS THEOLOGY (29) JOHN FLYNN SYSTEM SVP, PHYSICIAN ENTERPRISE OPERATIONS - SOUTH REGION (31) PATRICK STEELE BOARD OF STEWARDSHIP TRUSTEES VICE CHAIR (34) ANTOINETTE HARDY-WALLER, MJ, BSN, RN TRUSTEE (39) GARY KAPLAN, MD, FACP, FACMPE, FACPE TRUSTEE |
| FORM 990, PART IX, LINE 11G | CONSULTING: PROGRAM SERVICE EXPENSES 1,321,145. MANAGEMENT AND GENERAL EXPENSES 29,140,860. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 30,462,005. CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 288,474. MANAGEMENT AND GENERAL EXPENSES 3,080,594. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,369,068. PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 16,699,259. MANAGEMENT AND GENERAL EXPENSES 69,334,757. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 86,034,016. REVENUE CYCLE SERVICES: PROGRAM SERVICE EXPENSES 582,025,642. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 582,025,642. |
| FORM 990, PART XI, LINE 9: | EQUITY TRANSFERS TO/FROM AFFILIATES 29,269,373. PENSION ADJUSTMENT 144,406,541. EQUITY CHANGES IN UNCONSOLIDATED ORGS 72,904,192. WRITE OFF INVESTMENTS FOR RESTRUCTURED ORGANIZATIONS -48,833,640. LOSS FROM DISCONTINUED OPERATIONS 1,341,918. REVERSAL OF GRANT REVENUE ACCRUAL -7,936. RETURNED GRANTS 36,389. |
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