2014-11-14T10:17:10-06:00 2013-12-31 135665207 KPMG LLP 4200 WELLS FARGO CTR 90 S 7TH STREET MINNEAPOLIS MN 55402 990 2013-01-01 830379473 STILLWATER MEDICAL GROUP STIL 9528836584 8170 33RD AVENUE SOUTH PO BOX 1309 MINNEAPOLIS MN 554401309 DOUGLAS E JOHNSON CFO 9528836584 2014-11-14 1 ANN LAMOUREUX P00691316 6123055000 2013 2015-11-30 17:44:51Z DOUGLAS E JOHNSON 8170 33RD AVENUE SOUTH PO BOX 1309 MINNEAPOLIS MN 554401309 51456854 0 X WWW.STILLWATERMEDICALGROUP.COM X 2003 MN TO MEET THE HEALTHCARE NEEDS OF INDIVIDUALS, FAMILIES & COMMUNITIES OF THE ST. CROIX VALLEY. 8 1 505 1 0 0 2292510 1566795 43852723 49802312 3898 -1278 44762 23305 46193893 51391134 0 3000 0 0 39957104 45256062 0 0 0 12985199 13912951 52942303 59172013 -6748410 -7780879 31918395 29541401 6226243 5491392 25692152 24050009 X TO MEET THE HEALTHCARE NEEDS OF INDIVIDUALS, FAMILIES & COMMUNITIES OF THE ST. CROIX VALLEY. 0 0 54185909 3000 49802312 SEE SCHEDULE O - EXEMPT PURPOSE AND ACHIEVEMENTS FOR A DESCRIPTION OF PROGRAM SERVICE ACCOMPLISHMENTS 54185909 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 505 1 0 0 0 0 0 0 0 0 0 0 X 8 1 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X X DOUG JOHNSON 6514304581 927 CHURCHILL STREET WEST STILLWATER MN 55082 X REX CATTANACH DIRECTOR 0.50 X 0 0 0 ANDREW E DORWART MD CHAIR & DIRECTOR 50.00 X 459143 0 44230 BRIAN H RANK MD DIRECTOR 0.50 62.50 X 0 734018 208836 JEFFREY J ROBERTSON DIRECTOR & CEO 13.30 36.70 X X 0 548354 68616 MARTHA SANFORD MD DIRECTOR 52.50 0.50 X 227222 0 33829 STEPHEN M SCALLON MD DIRECTOR 48.00 X 288516 0 21277 THOMAS J STORMONT MD DIRECTOR 40.00 X 743220 0 52766 DON WESSELL MD DIRECTOR 50.00 X 257199 0 36450 DOUGLAS E JOHNSON TREASURER & CFO 8.30 46.80 X 0 326498 63502 MATHEW RICHIE ADMINISTRATOR 48.00 X 219433 0 28463 KEVIN J BJORK MD PHYSICIAN 40.00 X 448352 0 42079 DAVID R HENLEY MD PHYSICIAN 40.00 X 486669 0 30564 AMY C FOX MD PHYSICIAN 40.00 X 467366 0 27696 ERIC J SATERBAK MD PHYSICIAN 40.00 X 425517 0 34309 BENJAMIN G WILLIAMS MD PHYSICIAN 40.00 X 473577 0 29347 4496214 1608870 721964 83 0 1 0 I S S FACILITY SERVICES 4222 PARK GLEN RD ST LOUIS PARK MN 55416 FACILITY MAINTENANCE 282361 MILLER EXCAVATING INC 3636 STAGECOACH TRAIL N STILLWATER MN 55082 CONSTRUCTION 229995 ST PAUL RADIOLOGY 166 4TH ST E ST PAUL MN 551011421 RADIOLOGY PROFESSIONAL SERVICES 156440 ENVENTIS TELECOM INC 2950 XENIUM LANE N STE 138 PLYMOUTH MN 55441 PROFESSIONAL NETWORK 155339 APEX PRINT TECH 100 S OWASSO BLVD W ST PAUL MN 55117 STATEMENT PROCESSING 106136 6 1421000 145795 1566795 NET PATIENT REVENUES 621400 46497632 46497632 PHYSICIAN COVERAGE 624410 3304680 3304680 49802312 -1278 -1278 72288 65720 6568 6568 6568 MISCELLANEOUS REVENUE 900099 16737 16737 16737 51391134 49802312 0 22027 3000 3000 2411748 2411748 36763571 34589328 2174243 1608122 1505066 103056 2457239 2299767 157472 2015382 1886227 129155 733170 556906 176264 62086 9130 52956 1046426 530207 516219 296804 258476 38328 1519428 1396928 122500 25415 12826 12589 16072 5320 10752 1165 1165 3217949 3168274 49675 600442 582238 18204 SUPPLIES - MEDICAL 4060797 4052895 7902 TAXES & ASSESSMENTS 1003001 508 1002493 MAINTENANCE & REPAIR 561440 440175 121265 RECRUITMENT, TRAINING & 428814 276866 151948 339942 200024 139918 59172013 54185909 4986104 0 846310 361684 6077410 6069198 798175 773148 17901 26330 29503520 7192479 24178599 22311041 31918395 29541401 5212049 5485413 14194 5979 1000000 0 6226243 5491392 X 25692152 24050009 25692152 24050009 31918395 29541401 X -7780879 6138736 X 0 1 X 1 0 X 5742558 3850607 1775103 1824510 1566795 14759573 40025219 21837212 32822761 43852723 49802312 188340227 45767777 25687819 34597864 45677233 51369107 203099800 0 907322 907322 907322 907322 202192478 99638 48457 1282 3898 -1278 151997 99638 48457 1282 3898 -1278 151997 45867415 25736276 34599146 45681131 51367829 203251797 0.99480 0.99870 0.00070 0.00130 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 0 0 0 PART II-B, LINE 1: STILLWATER MEDICAL GROUP PAYS FOR CERTAIN CORPORATE AND EMPLOYEE PROFESSIONAL ASSOCIATION MEMBERSHIPS. A PORTION OF SUCH MEMBERSHIP DUES POTENTIALLY COULD BE USED BY THE PROFESSIONAL ASSOCIATIONS FOR LOBBYING ACTIVITIES. 725904 725904 23046765 4476514 18570251 72269 17232 55037 5658582 2698733 2959849 22311041 51456854 0 51456854 -65720 -65720 51391134 59237733 65720 65720 59172013 0 59172013 PART XI, LINE 4B - OTHER ADJUSTMENTS: RENTAL EXPENSE -65,720. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSE 65,720. X X X X 0 1 0 0 0 1 1 0 0 ANDREW E DORWART MD CHAIR & DIRECTOR 409258 0 49885 0 0 0 13923 0 30307 0 503373 0 0 0 BRIAN H RANK MD DIRECTOR 0 538408 0 144639 0 50971 0 167347 0 41489 0 942854 0 27358 JEFFREY J ROBERTSON DIRECTOR & CEO 0 404065 0 144289 0 0 0 36722 0 31894 0 616970 0 0 MARTHA SANFORD MD DIRECTOR 215837 0 11385 0 0 0 8182 0 25647 0 261051 0 0 0 STEPHEN M SCALLON MD DIRECTOR 260807 0 25556 0 2153 0 9293 0 11984 0 309793 0 0 0 THOMAS J STORMONT MD DIRECTOR 700661 0 42559 0 0 0 18340 0 34426 0 795986 0 0 0 DON WESSELL MD DIRECTOR 242237 0 14962 0 0 0 10431 0 26019 0 293649 0 0 0 DOUGLAS E JOHNSON TREASURER & CFO 0 266918 0 59580 0 0 0 32438 0 31064 0 390000 0 0 MATHEW RICHIE ADMINISTRATOR 187433 0 32000 0 0 0 4341 0 24122 0 247896 0 0 0 KEVIN J BJORK MD PHYSICIAN 405822 0 35494 0 7036 0 14428 0 27651 0 490431 0 0 0 DAVID R HENLEY MD PHYSICIAN 473193 0 0 0 13476 0 2358 0 28206 0 517233 0 0 0 AMY C FOX MD PHYSICIAN 241010 0 0 0 226356 0 1008 0 26688 0 495062 0 0 0 ERIC J SATERBAK MD PHYSICIAN 413497 0 0 0 12020 0 7217 0 27092 0 459826 0 0 0 BENJAMIN G WILLIAMS MD PHYSICIAN 463297 0 0 0 10280 0 14207 0 15140 0 502924 0 0 0 PART I, LINE 4B DEFERRED COMPENSATION IN COLUMN C OF SCHEDULE J, PART II INCLUDES AMOUNTS FROM A NONQUALIFIED 457(F) PLAN FOR THE FOLLOWING DIRECTOR: BRIAN H. RANK $ 30,313 PART I, LINE 6 STILLWATER MEDICAL GROUP'S (THE MEDICAL GROUP) OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE EMPLOYED BY THE MEDICAL GROUP, LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION, INC. (THE HOSPITAL) OR BY GROUP HEALTH PLAN, INC. (GHI). THE HOSPITAL AND GHI ARE BOTH RELATED ORGANIZATIONS. COMPENSATION REPORTED IN FORM 990, PART VIII INCLUDES ANY COMPENSATION DERIVED FROM EITHER THE MEDICAL GROUP'S, THE HOSPITAL'S, OR GHI'S MANAGEMENT INCENTIVE PROGRAMS, WHICH INCENT AND REWARD BUSINESS LEADERS WHO HELP THE ORGANIZATION ACHIEVE STATED BUSINESS AND/OR HEALTH IMPROVEMENT GOALS FOR A SPECIFIC FISCAL YEAR. THE PROGRAMS ARE A KEY ELEMENT OF THE PARTICIPANT'S TOTAL COMPENSATION PACKAGE. THE MANAGEMENT INCENTIVE PROGRAMS' REWARDS ARE BASED ON POSITION IN THE ORGANIZATION (E.G. VICE PRESIDENT, DIRECTOR, MANAGER, OTHER SPECIFICALLY IDENTIFIED LEADERS) AND THE ACHIEVEMENT OF BUSINESS AND HEALTH IMPROVEMENT GOALS ESTABLISHED IN A VARIETY OF AREAS. GOALS WILL BE RELATED TO THE ORGANIZATION'S STRATEGIC PLAN AND WILL BE BALANCED. THESE AREAS MAY INCLUDE BUT ARE NOT LIMITED TO PATIENT SATISFACTION, EMPLOYEE SATISFACTION, WORK ENVIRONMENT, EMPLOYEE AND/OR LEADERSHIP DEVELOPMENT, CARE DELIVERY, PATIENT EDUCATION, SIX AIMS, MARKET SHARE, STRATEGIC CAPABILITIES, FINANCIAL PERFORMANCE (NET MARGIN), ETC., AND WILL BE DEFINED ANNUALLY FOR EACH YEAR'S PROGRAM. A NET MARGIN THRESHOLD MUST BE MET FOR ANY PAYMENT TO BE MADE FROM THE PROGRAM AND THERE IS A CAP ON THE MAXIMUM INCENTIVE POTENTIALLY AVAILABLE TO EACH PARTICIPANT. 990, SCHEDULE J, PART II: PRIOR REPORTED COMPENSATION COLUMN (F) INCLUDES AMOUNTS PAID TO PARTICIPANTS IN THE CURRENT YEAR, WHICH WERE PREVIOUSLY REPORTED IN COLUMN (C) OF PRIOR YEARS' 990'S, AS RETIREMENT AND DEFERRED COMPENSATION, FOR THE FOLLOWING DIRECTOR: BRIAN H. RANK, MD $ 27,358 ANY ANALYSIS OF EARNINGS FOR THE CURRENT YEAR, FOR THIS PARTICIPANT OF THE PLAN, SHOULD EXCLUDE THE AMOUNT IN COLUMN F AS PART OF THE ANALYSIS SINCE THOSE EARNINGS WERE ALREADY REPORTED IN COLUMN (C) OF PREVIOUS YEARS' 990'S. 990, PART III, LINE 4A: EXEMPT PURPOSE AND ACHIEVEMENTS STILLWATER MEDICAL GROUP (SMG), A MULTI-SPECIALTY CLINIC, IS A MINNESOTA NON-PROFIT ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX UNDER INTERNAL REVENUE CODE (IRC) SECTION 501(C)(3) AND IS PART OF THE FAMILY OF HEALTHPARTNERS ORGANIZATIONS (HEALTHPARTNERS), AN INTEGRATED SYSTEM OF HEALTH FINANCING, CARE DELIVERY, AND SUPPORT SERVICES PROVIDING HEALTH PLAN SERVICES TO OVER 1,165,000 MEMBERS AND DELIVERING CARE TO OVER 4,500,000 PATIENT ENCOUNTERS, PRIMARILY IN MINNESOTA AND WESTERN WISCONSIN. HEALTHPARTNERS' MISSION IS TO IMPROVE HEALTH AND WELL-BEING IN PARTNERSHIP WITH OUR MEMBERS, PATIENTS AND COMMUNITY. HEALTHPARTNERS SEEKS TO TRANSFORM HEALTHCARE THROUGH A RELENTLESS FOCUS ON THE TRIPLE AIM - PROVIDING EXCEPTIONAL EXPERIENCE FOR THE INDIVIDUAL, IMPROVING THE HEALTH OF THE POPULATION, AND IMPROVING AFFORDABILITY - ALL AT THE SAME TIME. HEALTHPARTNERS INCLUDES AN ARRAY OF TAX-EXEMPT AND TAXABLE ENTITIES - INCLUDING FIVE HOSPITALS AND THEIR RELATED FOUNDATIONS, TWO HEALTH MAINTENANCE ORGANIZATIONS, FOUR NON-PROFIT PHYSICIAN GROUPS, HOME CARE, TRANSITIONAL CARE, MEDICAL EQUIPMENT, A THIRD PARTY ADMINISTRATOR THAT SERVES SELF INSURED EMPLOYERS, AND MANY MORE. A COMPLETE LISTING OF ALL HEALTHPARTNERS ORGANIZATIONS, FOR WHICH HPI IS THE PARENT ORGANIZATION AND THE REPORTING RELATIONSHIP BETWEEN EACH OF THOSE ORGANIZATIONS, CAN BE FOUND ON SCHEDULE R WITHIN THIS 990 RETURN. HEALTHPARTNERS, INC. (HPI) IS THE PARENT ENTITY OF HEALTHPARTNERS AND IS A MINNESOTA NON-PROFIT CORPORATION AND LICENSED HEALTH MAINTENANCE ORGANIZATION (HMO) RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(4). HPI IS THE SOLE CORPORATE MEMBER OF HPI-RAMSEY, A MINNESOTA NON-PROFIT CORPORATION RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3). IN TURN, HPI-RAMSEY IS THE SOLE CORPORATE MEMBER OF REGIONS ALONG WITH REGIONS HOSPITAL FOUNDATION, CAPITOL VIEW TRANSITIONAL CARE CENTER, STILLWATER HEALTH SYSTEM (LAKEVIEW HEALTH), RAMSEY INTEGRATED HEALTH SERVICES AND RH-WISCONSIN, INC., ALL OF WHICH ARE NON-PROFIT CORPORATIONS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3). STILLWATER HEALTH SYSTEM (SHS) IS THE SOLE CORPORATE MEMBER OF SMG. SHS IS A MINNESOTA NON-PROFIT CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C) (3). SMG AND SHS ARE PART OF THE LAKEVIEW HEALTH SYSTEM ALONG WITH THE LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION, INC. (THE HOSPITAL), A MINNESOTA NON-PROFIT CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C) (3), AND LAKEVIEW MEMORIAL HOSPITAL FOUNDATION (THE FOUNDATION), A MINNESOTA NON-PROFIT CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C) (3). HEALTHPARTNERS AND SMG ALSO PARTNER WITH OTHER PLANS, CARE PROVIDERS AND NON-PROFIT ORGANIZATIONS IN THE REGION AND THROUGHOUT THE NATION; TO INCREASE ACCESS, CREATE AND DISSEMINATE QUALITY MEASURES AND INITIATIVES, PARTICIPATE IN DEVELOPMENT OF PUBLIC POLICY AND COLLABORATE ON SYSTEM IMPROVEMENTS. TOTAL CHARITY CARE PROVIDED (CALCULATED AT COST) WAS $399,586 DURING THIS REPORTING PERIOD. SMG CONTINUES TO WORK IN PARTNERSHIP WITH OTHER HEALTHPARTNERS ORGANIZATIONS AND THE COMMUNITY TO PROMOTE COMMUNITY HEALTH THROUGH CLINICAL INITIATIVES, EDUCATION AND OUTREACH, AND COMMUNITY HEALTH IMPROVEMENT EFFORTS SUCH AS THE POWER-UP PROGRAM. SMG CONTINUES TO BE AN INTEGRAL PART OF THE STILLWATER COMMUNITY AND SURROUNDING AREA. SMG OFFERS PRIMARY AND SPECIALTY SERVICES WITH MEDICAL CLINICS LOCATED IN STILLWATER, OAK PARK HEIGHTS AND MAHTOMEDI, MN AND SOMERSET, WI. IN ADDITION, SMG PROVIDES OUTREACH SPECIALTY SERVICES TO WHITE BEAR LAKE, MN AND HUDSON, NEW RICHMOND AND OSCEOLA, WI. SMG OFFERS URGENT CARE, FAMILY PRACTICE, EMERGENCY MEDICINE, HOSPITALIST, INTERNAL MEDICINE, NEUROLOGY, PEDIATRICS, OB/GYN, GENERAL SURGERY, PODIATRY, DERMATOLOGY, ENT, AUDIOLOGY, OCCUPATIONAL HEALTH, RETAIL MEDICINE, SPORTS MEDICINE, ENDOCRINOLOGY, UROLOGY, ONCOLOGY AND CARDIOLOGY MEDICAL SERVICES. IN ADDITION TO PROFESSIONAL SERVICES, SMG ALSO OFFERS LAB, IMAGING, HEARING AIDS, RETAIL PHARMACY AND PHYSICAL THERAPY ANCILLARY SERVICES. SMG CONTINUES ITS OPTIMIZATION OR EPIC ELECTRONIC MEDICAL RECORD (EHR) SYSTEM TO IMPROVE HEALTHPARTNERS' REGIONAL NETWORK AND ADVANCE QUALITY AND EXPERIENCE FOR PATIENTS, CLINICIANS AND MEDICAL STAFF, AND REDUCE HEALTH CARE COSTS. SMG HOSTS AND SPONSORS THE FOLLOWING COMMUNITY EVENTS: 1) COMMUNITY VEGGIE GIVEAWAY, FRESH VEGETABLES GROWN FROM LOCAL PRODUCERS ARE GIVEN TO COMMUNITY MEMBERS AT ALL CLINIC CAMPUSES. APPROXIMATE COSTS FOR VEGETABLES GIVEN AWAY - 2011 - $2,800 - 2012 - $2,900 - 2013 - $5,337 - 2014 - $3,000 (NOTE: LEFTOVER PRODUCE FROM GIVEAWAYS GO TO LOCAL COMMUNITY FOOD SHELVES). 2) HOPS FOR HEALTH IS AN ANNUAL MEN'S HEALTH BENEFIT TO COMMUNITY MEMBERS INCLUDING FREE BLOOD PRESSURE AND BLOOD SUGAR CHECKS AND THE OPPORTUNITY TO TALK WITH PROVIDERS ABOUT MEN'S HEALTH ISSUES 3) PARTICIPATION IN POWER UP CANDY TRADE IN WHEN COMMUNITY MEMBERS CAN TRADE IN CANDY FOR HEALTHY PRIZES. 4) PARTICIPATION IN RED CROSS BLOOD DRIVES TWO TIMES PER YEAR HOSTED AT THE MAIN CLINIC FOR STAFF AND COMMUNITY DONATIONS 5) LADIES NIGHT OUT IS AN ANNUAL WOMEN'S HEALTH BENEFIT TO COMMUNITY MEMBERS INCLUDING FREE BLOOD PRESSURE AND BLOOD SUGAR CHECKS, SCHEDULE MAMMOGRAMS AND THE OPPORTUNITY TO TALK WITH PROVIDERS ABOUT WOMEN'S HEALTH ISSUES 6) COMMUNITY APPRECIATION EVENT IS AN ANNUAL COMMUNITY HEALTH BENEFIT TO COMMUNITY MEMBERS INCLUDING FREE BLOOD PRESSURE AND BLOOD SUGAR CHECKS, HEARING AND VEIN SCREENINGS AND THE OPPORTUNITY TO TALK WITH PROVIDERS, DIETICIANS AND PHARMACISTS. 7) PARTNERSHIP WITH POWER UP FOR CHILDREN ACTIVITIES AND HEALTHY FOOD CHOICES. 8) HOUSE PRESCRIPTION ASSISTANCE PROGRAM 9) COMMUNITY CLASSES: - LIVING WITH HEARING LOSS: STRATEGIES AND TECHNOLOGY - MELANOMA SKIN CANCER - BLADDER TREATMENTS - TAI CHI FOR ARTHRITIS - VARICOSE VEIN SCREENINGS - ADVANCED DIRECTIVES - MENOPAUSE - HEART DISEASE: WHAT EVERY WOMAN SHOULD KNOW - PROSTATE HEALTH - DIABETES SUPPORT GROUP - SPORTS MEDICINE FOR PERFORMING ARTISTS - UNDERSTANDING YOUR THYROID - WINTER BLUES BUSTERS - KIDNEY STONES - 10 THINGS TO KNOW - DOES YOUR MAN HAVE A PROSTATE ISSUE? - POST-PARTUM SUPPORT GROUP - MANAGING DEPRESSION - LIVING WITH HEARING LOSS - THAT RINGING IN YOUR EARSMANAGING TINNITUS - COMMON FOOT PROBLEMS - MIND, BODY SILLS FOR CANCER PATIENTS - THE HEALTHY AGING BRAIN - TAKE A BITE OUT OF LYME DISEASE FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER IS STILLWATER HEALTH SYSTEM. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBER HAS THE POWER TO RATIFY APPROVE AND REMOVE ALL MEMBERS OF THE BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER HAS RESERVED TO ITSELF THE FOLLOWING POWERS CONCERNING THE GOVERNANCE OF THE CORPORATION: 1. RATIFICATION, APPROVAL AND REMOVAL ALL MEMBERS OF THE BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE. 2. APPROVAL OF ANY MISSION OR VISION STATEMENT OR STATEMENT OF CORPORATE PURPOSE ADOPTED BY THE ORGANIZATION. 3. APPROVAL OF THE ORGANIZATION'S STRATEGIC PLANS, CAPITAL BUDGETS, OPERATING BUDGETS AND FINANCIAL POLICIES. 4. APPROVAL OF ANY PLANS OF MERGER OR CONSOLIDATION BY THE ORGANIZATION WITH ANY FOREIGN OR DOMESTIC ORGANIZATION VOLUNTARY DISSOLUTION OF THE ORGANIZATION, OR SALE, LEASE OR TRANSFER OF THE ORGANIZATION'S REAL ESTATE OR A SIGNIFICANT PORTION OF THE OPERATIONS OR ASSETS OF THE ORGANIZATION. 5. APPROVAL OF THE GRANT OF A SECURITY INTEREST IN ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS, OR THE INCURRENCE OF INDEBTEDNESS OR THE GUARANTEE OF ANY INDEBTEDNESS. 6. APPROVAL OF INDIVIDUAL CAPITAL EXPENDITURES BY THE ORGANIZATION, WHETHER BUDGETED OR UNBUDGETED, IN EXCESS OF $500,000. 7. RATIFICATION OF SELECTION AND EVALUATION, AND TERMINATION, OF THE PRESIDENT OF THE ORGANIZATION. 8. APPROVAL OF PHYSICIAN, EMPLOYEE AND EXECUTIVE COMPENSATION PLANS FOR THE ORGANIZATION, INCLUDING CRITERIA FOR INCENTIVE COMPENSATION ARRANGEMENTS. 9. APPROVAL OF ALL SUBSTANTIVE AFFILIATIONS BETWEEN THE ORGANIZATION AND A THIRD PARTY. 10. APPROVAL OF CONFLICTS OF INTEREST POLICIES FOR THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11 SMG'S 990 RETURN HAS A COMPREHENSIVE REVIEW PROCESS THAT IS FOLLOWED BEFORE IT IS PRESENTED TO THE GOVERNING BODY OF SMG. THE REVIEW PROCESS INCLUDES A LAYERED REVIEW BY THE TAX DEPARTMENT OF GROUP HEALTH PLAN, INC. (GHI), THE MANAGEMENT TEAM OF SMG, GHI'S INTERNAL LEGAL DEPARTMENT AND SMG'S OUTSIDE INDEPENDENT ACCOUNTANTS. EACH ONE OF THOSE AREAS HAS AN OPPORTUNITY TO REVIEW, ASK QUESTIONS AND MAKE COMMENTS BACK TO THE TAX DEPARTMENT OF GHI BEFORE THE FORM 990 IS COMPLETED AND PRESENTED TO THE GOVERNING BODY OF SMG. SMG MAKES AVAILABLE TO THE GOVERNING BODY (BOARD OF DIRECTORS) A COPY OF THE 990 FOR REVIEW AND COMMENT PRIOR TO THE FILING OF THE 990 RETURN. THIS COPY WILL BE PROVIDED IN A MAILING TO THE BOARD MEMBERS PRIOR TO THE FILING OF THE 990. EACH BOARD MEMBER WILL HAVE AN OPPORTUNITY TO COMMENT OR ASK QUESTIONS ABOUT THE 990 BEFORE IT IS FILED. THIS PROCESS WILL BE NOTED AND DOCUMENTED IN A WRITTEN MEMO IN THE FILES OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C SMG'S BOARD MONITORS POTENTIAL CONFLICTS OF INTEREST ON THE PART OF BOARD MEMBERS, OFFICERS AND KEY EMPLOYEES PURSUANT TO IT'S CONFLICT OF INTEREST POLICY. UNDER THE POLICY, ALL BOARD MEMBERS AND OFFICERS ANNUALLY ARE PROVIDED WITH A COPY OF THE POLICY AND REQUIRED TO COMPLETE A QUESTIONNAIRE IDENTIFYING ANY POTENTIAL CONFLICTS OF INTEREST. THE GENERAL COUNSEL REVIEWS THE COMPLETED QUESTIONNAIRES AND PROVIDES A REPORT TO THE GOVERNANCE COMMITTEE OF THE BOARD. THE REPORT IDENTIFIES ANY SIGNIFICANT POTENTIAL CONFLICTS DISCLOSED IN THE COMPLETED QUESTIONNAIRES. A WRITTEN REPORT IS PROVIDED TO THE CHAIR AND CHIEF EXECUTIVE OFFICER (CEO). BOARD AGENDAS AND EXECUTIVE DECISIONS ARE MONITORED IN RELATION TO THIS POLICY. FORM 990, PART VI, SECTION B, LINE 15 THE PROCESS FOR DETERMINING OFFICERS' COMPENSATION INCLUDES A REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA, AND CONTEMPORANEOUS SUBSTANTIATION. EACH YEAR, UNDER THE DIRECTION OF THE LAKEVIEW HEALTH SYSTEM'S COMPENSATION COMMITTEE, AN ANNUAL TOTAL COMPENSATION MARKET REVIEW IS COMPLETED TO PROVIDE A COMPREHENSIVE MARKET REVIEW FOR THE FOLLOWING EXECUTIVE POSITIONS WITHIN LAKEVIEW HEALTH SYSTEM CEO, SYSTEM CFO, CLINIC PRESIDENT, CLINIC ADMINISTRATOR, AND HOSPITAL PRESIDENT. THE COMPENSATION COMMITTEE RETAINS AN INDEPENDENT EXECUTIVE CONSULTING FIRM TO PROVIDE A REVIEW OF ALL COMPONENTS OF COMPENSATION INCLUDING BASE SALARY, ANNUAL INCENTIVES, BENEFITS AND PERQUISITES. UNDER THE COMMITTEE'S DIRECTION, THE GHI HUMAN RESOURCES DEPARTMENT USED THE SAME RECOGNIZED THIRD PARTY SALARY SURVEYS TO DETERMINE MEDIAN SALARY STRUCTURE CHANGES. BASED ON THIS UPDATED DATA, THE COMMITTEE LEARNED THE COMPENSATION RATES THAT ARE CONSIDERED P50 TO P60 OF THE MARKET FOR COMPARABLE LAKEVIEW POSITIONS. OTHER CONSIDERATIONS OF THE COMMITTEE INCLUDE: ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES, INDIVIDUAL PERFORMANCE, EXPERIENCE, SUBJECTIVE EVALUATION BY BOARD MEMBERS, GENERAL ECONOMIC CONDITIONS, COSTS OF REPLACEMENT, PREVAILING COMMUNITY ATTITUDES AND BELIEFS REGARDING COMPENSATION. TOTAL COMPENSATION IS APPROPRIATELY DOCUMENTED ON THE FORM 990 AND W2 STATEMENTS. FORM 990, PART VI, SECTION C, LINE 19 THE CLINIC'S FINANCIAL STATEMENTS AND 990 RETURNS ARE MADE AVAILABLE TO ANY PERSON WHO REQUESTS THE INFORMATION FROM THE CLINIC OR HEALTHPARTNERS, INC.. THE CLINIC'S ARTICLES OF INCORPORATION ARE AVAILABLE TO ANY PERSON WHO REQUESTS THE INFORMATION THROUGH THE MINNESOTA SECRETARY OF STATE'S OFFICE. 990, PART VII, SEC A, LINE 1A, COL B: AVERAGE HOURS - RELATED ORGANIZATIONS THE COMPENSATED BOARD MEMBERS AND OFFICERS FREQUENTLY DEVOTE THEIR TIME TO MULTIPLE RELATED ORGANIZATIONS IN A PARTICULAR WEEK. REPORTED AVERAGE HOURS WORKED ARE BASED ON THEIR TOTAL COMPENSATION FROM ALL RELATED ORGANIZATIONS. FORM 990, PART XI, LINE 9: NET ASSET TRANSFER FROM LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION, INC. 6,100,000. NET ASSET TRANSFER LAKEVIEW MEMORIAL HOSPITAL FOUNDATION 38,738. REPORT ROUNDING -2. HEALTHPARTNERS INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411693838 HYBRID STAFF MODEL/NETWORK MODEL HEALTH MAINTENANCE ORGANIZATION MN 501(C)(4) N/A 1 HPI - RAMSEY 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411793333 CORPORATE PLANNING AND OVERSIGHT MN 501(C)(3) 509(A)(3) TYPE I HEALTHPARTNERS INC 1 GROUP HEALTH PLAN INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 410797853 STAFF MODEL HEALTH MAINTENANCE ORGANIZATION MN 501(C)(3) 170(B)(1) (A)(III) HEALTHPARTNERS INC 1 HEALTHPARTNERS INSTITUTE FOR EDUCATION AND RESEARCH 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411670163 HEALTHCARE RESEARCH MN 501(C)(3) 509(A)(3) TYPE I GROUP HEALTH PLAN INC 1 CAPITOL VIEW TRANSITIONAL CARE CENTER 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 412011453 POST HOSPITALIZATION PATIENT CARE MN 501(C)(3) 170(B)(1) (A)(III) HPI - RAMSEY 1 REGIONS HOSPITAL 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 410956618 HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) HPI - RAMSEY 1 REGIONS HOSPITAL FOUNDATION 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411888902 PROVIDE HOSPITAL PROGRAM FINANCIAL SUPPORT MN 501(C)(3) 170(B)(1) (A)(VI) HPI - RAMSEY 1 RHSC INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411891928 HEALTHCARE STAFFING MN 501(C)(3) 509(A)(3) TYPE II HEALTHPARTNERS INC 1 RH-WISCONSIN 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 202287016 CORPORATE PLANNING AND OVERSIGHT WI 501(C)(3) 509(A)(3) TYPE II HPI - RAMSEY 1 PHYSICIANS NECK AND BACK CLINICS 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 270684883 SPECIALTY PATIENT CARE MN 501(C)(3) 509(A)(3) TYPE II GROUP HEALTH PLAN INC 1 HUDSON HOSPITAL INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 390804125 HOSPITAL WI 501(C)(3) 170(B)(1) (A)(III) RH-WISCONSIN & GROUP HEALTH PLAN INC 1 HUDSON HOSPITAL FOUNDATION INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 391279567 PROVIDE HOSPITAL PROGRAM FINANCIAL SUPPORT WI 501(C)(3) 170(B)(1) (A)(VI) HUDSON HOSPITAL INC 1 WESTERN WISCONSIN EMERGENCY MEDICAL SERVICES COMPANY INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 263616590 PROVIDE MEDICAL TRANSPORT SERVICES WI 501(C)(3) 509(A)(3) TYPE II RH-WISCONSIN 1 LAKEVIEW MEMORIAL HOSPITAL FOUNDATION 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411386635 PROVIDE HOSPITAL PROGRAM FINANCIAL SUPPORT MN 501(C)(3) 509(A)(3) TYPE II STILLWATER HEALTH SYSTEM 1 LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 410811697 HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) STILLWATER HEALTH SYSTEM 1 STILLWATER HEALTH SYSTEM 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 300221189 CORPORATE PLANNING AND OVERSIGHT MN 501(C)(3) 509(A)(3) TYPE II HPI - RAMSEY 1 WESTFIELDS HOSPITAL INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 390808442 HOSPITAL WI 501(C)(3) 170(B)(1) (A)(III) RH-WISCONSIN & GROUP HEALTH PLAN INC 1 WESTFIELDS HOSPITAL FOUNDATION INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 391770913 PROVIDE HOSPITAL PROGRAM FINANCIAL SUPPORT WI 501(C)(3) 509(A)(3) TYPE I WESTFIELDS HOSPITAL INC 1 RAMSEY INTEGRATED HEALTH SERVICES 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411503090 IN-HOME PATIENT CARE MN 501(C)(3) 509(A)(2) HPI - RAMSEY 1 PARK NICOLLET HEALTH SERVICES 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 363465840 CORPORATE PLANNING AND OVERSIGHT MN 501(C)(3) 509(A)(2) TYPE III HEALTHPARTNERS INC 1 PARK NICOLLET FOUNDATION 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 237346465 GRANTS TO SERVE THE COMMUNITY MN 501(C)(3) 170(B)(1) (A)(VI) PARK NICOLLET HEALTH SERVICES 1 PARK NICOLLET METHODIST HOSPITAL 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 410132080 HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) PARK NICOLLET HEALTH SERVICES 1 PARK NICOLLET INSTITUTE 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 410961862 HEALTHCARE RESEARCH MN 501(C)(3) 170(B)(1) (A)(III) PARK NICOLLET HEALTH SERVICES 1 PARK NICOLLET HEALTH CARE PRODUCTS 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 010638901 HEALTHCARE PRODUCTS MN 501(C)(3) 509(A)(3) TYPE II PARK NICOLLET HEALTH SERVICES 1 PARK NICOLLET CLINIC 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 410834920 HEALTHCARE MN 501(C)(3) 170(B)(1) (A)(III) PARK NICOLLET HEALTH SERVICES 1 PNMC HOLDINGS 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 411741792 HEALTHCARE REAL ESTATE MN 501(C)(3) 509(A)(3) TYPE I PARK NICOLLET CLINIC 1 HEALTHPARTNERS ADMINISTRATORS INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411629390 THIRD PARTY ADMINISTRATOR MN HEALTHPARTNERS INC C 1 HEALTHPARTNERS ASSOCIATES INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 522365151 MEDICAL CLINIC STAFFING AND ASSET MANAGEMENT MN HEALTHPARTNERS ADMINISTRATORS INC C 1 HEALTHPARTNERS SERVICES INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411683568 MEDICAL CLINIC STAFFING AND ASSET MANAGEMENT MN HEALTHPARTNERS ADMINISTRATORS INC C 1 HEALTHPARTNERS VENTURES INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411838197 DEVELOP HEALTHCARE BUSINESS OPPORTUNITIES MN HEALTHPARTNERS INC C 1 HEALTHPARTNERS INSURANCE COMPANY 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411683523 MEDICAL AND DENTAL INSURANCE MN HEALTHPARTNERS ADMINISTRATORS INC C 1 DENTAL SPECIALTIES INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 451297583 DENTAL CLINIC STAFFING MN HEALTHPARTNERS ADMINISTRATORS INC C 1 HEALTHPARTNERS CENTRAL MINNESOTA CLINICS 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411236798 MEDICAL CLINIC STAFFING AND MANAGEMENT MN HEALTHPARTNERS ADMINISTRATORS INC C 1 PARK NICOLLET ENTERPRISES 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 411656735 REAL ESTATE FOR RELATED ORGANIZATIONS MN PARK NICOLLET HEALTH SERVICES C 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 HEALTHPARTNERS INC - CLAIMSHEALTHCARE SERVICES L 1720854