2014-05-05T15:27:19-05:00 2013-06-30 135565207 KPMG LLP 55 SECOND STREET SUITE 1400 SAN FRANCISCO CA 94105 990 2012-07-01 680220314 DIGNITY HEALTH MEDICAL FOUNDATION DIGN 9163792778 3400 Data Drive Rancho Cordova CA 95670 TOM LOWRY 2014-04-30 true VALERIE J BALL P00178714 4159635100 2012 2015-11-30 17:44:51Z TOM LOWRY CFO 3400 Data Drive Rancho Cordova CA 95670 469545754 false X WWW.DIGNITYHEALTH.ORG X 1990 CA TO ESTABLISH, OPERATE, AND MAINTAIN A MULTI-SPECIALTY OUTPATIENT MEDICAL CLINIC TO BENEFIT THE COMMUNITIES WE SERVE. 10 3 1647 0 0 0 107566522 88930796 359095458 379085943 109755 159048 4740768 1369967 471512503 469545754 5775 43623 0 0 116687550 132802026 0 0 0 323092260 339407585 439785585 472253234 31726918 -2707480 160520045 167238083 86866309 96057086 73653736 71180997 DIGNITY HEALTH MEDICAL FOUNDATION'S MISSION IS TO ESTABLISH, OPERATE, AND MAINTAIN A MULTI-SPECIALTY OUTPATIENT MEDICAL CLINIC TO PROVIDE COMPASSIONATE, HIGH-QUALITY, AFFORDABLE PATIENT CARE SERVICES AND HEALTH EDUCATION. OUR CLINIC IS COMMITTED TO EXPANDING QUALITY HEALTH CARE ACCESS TO THOSE IN NEED AND CONTRIBUTING TO THE HEALTH AND WELL-BEING OF THE COMMUNITIES WE SERVE. false false 294390045 43623 278868642 DIGNITY HEALTH MEDICAL FOUNDATION OUTPATIENT SERVICES INCLUDE FAMILY, PEDIATRIC, AND GERIATRIC MEDICINE AS WELL AS A VARIETY OF SPECIALTIES. AMONG THE SPECIALTY HEALTHCARE SERVICES WE PROVIDE TO OUR PATIENTS ARE MENTAL HEALTH SERVICES, PAIN MANAGEMENT, REHABILITATION AND OCCUPATIONAL SERVICES, OPHTHALMOLOGY, CARDIOLOGY, DIAGNOSTIC IMAGING, OUTPATIENT SURGERY, NEUROLOGY, ORTHOPEDICS, PODIATRY, AND OBSTETRICS AND GYNECOLOGY. 92492952 0 95150192 DIGNITY HEALTH MEDICAL FOUNDATION OUTPATIENT SERVICES INCLUDES MEDICAL SERVICES FOR THE COMMUNITY. OUR CLINICS ARE LOCATED IN THE SACRAMENTO REGION [SACRAMENTO, EL DORADO HILLS, ELK GROVE, AND ROCKLIN], WOODLAND, SIERRA NEVADA, STOCKTON, SANTA CRUZ, SAN FRANCISCO, VENTURA, BAKERSFIELD AND SEQUOIA. THE EXPENSES AND REVENUE ABOVE ARE THE DOLLARS FOR MEDICARE AND MEDICAID. 4925601 0 5067109 DIGNITY HEALTH MEDICAL FOUNDATION OUTPATIENT SERVICES ALSO INCLUDE SUPPORT FOR OUR COMMUNITIES BY ACTIVELY PARTICIPATING WITH AND/OR IN THE COMMUNITY WITH THE FOLLOWING TYPES OF ACTIVITIES: CHARITY CARE, FLU CLINIC, CASH DONATIONS, CANCER SCREENINGS, HEALTH FAIRS, PRICE PHARMACY WHERE THE AVERAGE UNINSURED PARTICIPATING PATIENT HAS A COST SAVINGS OF $1,500 PER YEAR, TRAINING UP AND COMING PHYSICIANS, AND TELEHEALTH WHICH IS WORKING WITH THE HOSPITAL TO ENSURE TIMELY DIAGNOSIS TO PATIENTS. 391808598 true true true false false false false false false true false false false true true false true false false false false false false false false false true false true false false false false false false false false false false false false false true false false false false true 761 0 true 1647 true false false false false false false false false false false X 10 3 false false false false true true true true true false false false true true true true true false false false CA X KAREN GRIMMER 9163792747 3400 DATA DRIVE RANCHO CORDOVA CA 95670 ANTHONY SCOTT CARSWELL 2.00 40.00 X X 0 441500 75058 JAG GILL SC D 40.00 0.00 X X 0 600866 74721 JOSEPH JASSER MD 40.00 0.00 X X 0 0 0 KARL SILBERSTEIN 2.00 40.00 X X 0 705073 93649 BRUCE SWARTZ 2.00 40.00 X 0 528088 47983 ELIZABETH SHIH 2.00 41.00 X 0 1264972 212726 GARY GREENSWEIG DO 2.00 0 X 0 0 0 HAROLD RAY MD 5.00 0.00 X 0 2638 0 KARL ULRICH MD 2.00 40.00 X 0 250498 17965 MARVIN O'QUINN 1.00 41.00 X 0 1250572 304328 NANETTE MICKIEWICZ MD 2.00 44.30 X 0 419960 74232 THOMAS LOWRY 40.00 0 X 361041 0 30460 EDWARD KELLY 40.00 0 X 269130 0 37885 KEVIN VAZIRI 20.00 22.00 X 0 483550 70518 SIGRID OWYANG 40.00 0 X 282647 0 47026 JOHN MICHEELS 40.00 0 X 142485 0 34334 MARJORIE D GORTHY 40.00 0 X 213758 0 29605 MICHAEL D MATUSKA 40.00 0 X 124581 0 30053 MICHAEL FAGAN 40.00 0 X 182961 0 38549 TRACY KUGEL 40.00 0 X 161618 0 29497 GARY SPAUGH 0.00 40.00 X 0 742499 56624 WILLIAM J HUNT 0.00 0.00 X 0 2393948 0 1738222 9084164 1305214 562 true true false DESCOR BUILDERS 3164 GOLD CAMP DR SUITE 250 RANCHO CORDOVA CA 95670 GENERAL CONTRACTOR 7819136 CASE ANESTHESIA 3315 WATT AVE SACRAMENTO CA 95821 ANESTHESIOLOGISTS 1423526 HARBISON MAHONY HIGGINS BUILDER 15 BUSINESS PARK WAY SUITE 101 SACRAMENTO CA 95828 GENERAL CONTRACTOR 1019895 ALLSCRIPTS LLC 24630 NETWORK PL CHICAGO IL 606731246 IT HEALTHCARE SERVICES 850381 SACRAMENTO MIDTOWN ENDOSCOPY CENTER 3941 J ST SUITE 460 SACRAMENTO CA 95819 MEDICAL SERVICES 774315 37 73355601 4028795 11546400 88930796 PATIENT NET OF CHARITY AND BAD DEBT 900099 246740450 246740450 MEDICARE / MEDICAID PAYMENTS 900099 113721437 113721437 PHYSICIAN PROFESSIONAL FEES REV 900099 5188914 5188914 HOSPITALIST PROGRAMS 900099 5051871 5051871 MEANINGFUL USE INCENTIVES (EHR) 900099 4699157 4699157 3684114 3684114 0 0 379085943 159048 159048 0 0 0 0 0 0 0 0 0 0 0 MANAGEMENT FEES 541610 557685 557685 EAP 541610 327315 327315 ADMINISTRATIVE SERVICES REV 900099 167910 167910 317057 0 0 317057 1369967 469545754 379085943 0 1529015 43623 43623 0 0 0 1024825 740898 283927 0 97666831 70608325 27058506 2624278 1889308 734970 24340567 17519760 6820807 7145525 5165864 1979661 0 1672674 145506 1527168 126329 126329 0 0 0 202817228 192150912 10666316 0 1515735 511830 1003905 13255570 10539200 2716370 11153551 8703835 2449716 0 18994876 8142494 10852382 1064147 532889 531258 0 211630 114725 96905 2884233 2884233 0 12698188 6299955 6398233 5874875 3648133 2226742 MEDICAL PROVIDER OUT OF NETWORK 46666803 46666803 MEDICAL SUPPLIES 17967113 17734535 232578 RECRUITING 1050452 425126 625326 LICENSES & TAXES 264594 118402 146192 1189587 106475 1083112 0 472253234 391808598 80444636 0 0 10334 11666 19061578 30587643 0 24564455 25382637 0 0 0 0 0 940483 0 10451069 5453293 154694548 52048008 105660152 102646540 0 0 0 30588 265331 607869 607869 134000 1342621 160520045 167238083 33247187 44020829 0 667905 583217 0 0 0 0 0 52951217 51453040 86866309 96057086 X 73623148 70915666 30588 265331 73653736 71180997 160520045 167238083 X -2707480 234742 X false true X true true true X X X false false false DIGNITY HEALTH 941196203 3 true true true 459555047 1 459555047 DESCRIPTION OF NON-MONETARY SUPPORT, SCHEDULE A, PART I, LINE 11H, DIGNITY HEALTH: DIGNITY HEALTH MEDICAL FOUNDATION PROVIDED OR PURCHASED FOR THE BENEFIT OF DIGNITY HEALTH, VARIOUS SERVICES, FACILITIES AND GOODS. SEE FORM 990, PART IX FOR FURTHER DETAILS. , RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1625 0 163 0 true true Description of political campaign activities Schedule C, Part I-A, Line 1 DURING THE YEAR, DIGNITY HEALTH MEDICAL FOUNDATION PAID MEMBERSHIP DUES TO CA ASSOCIATION OF PHYSICIAN GROUPS ("ASSOCIATION"). THE INVOICES PROVIDED FOR VOLUNTARY CONTRIBUTIONS TO THE ASSOCIATION'S POLITICAL ACTION COMMITTEE (PAC). THE CHECK REQUESTS FOR ANNUAL DUES INADVERTENTLY INCLUDED AN AMOUNT FOR VOLUNTARY CONTRIBUTIONS TO THE PAC. Steps taken to correct political campaign activities Schedule C, Part I-B, Line 4b DIGNITY HEALTH MEDICAL FOUNDATION HAS POLICIES AND PROCEDURES IN PLACE TO AVOID SUCH TRANSACTIONS, AND ONCE THE ORGANIZATION BECAME AWARE OF THIS SITUATION, IMMEDIATE ACTION WAS TAKEN TO OBTAIN A REFUND FROM THE ASSOCIATION FOR THE AMOUNTS DESIGNATED FOR THE PAC. A COPY OF THE REFUND CHECK, DATED 4/02/13 EVIDENCING THAT $1,624.98 HAS BEEN RECOVERED AND HAS BEEN ATTACHED TO FORM 4720. THIS REPRESENTS THE FULL AMOUNT OF INADVERTENT PAYMENT MADE RELATED TO VOLUNTARY CONTRIBUTIONS TO THE ASSOCIATION'S PAC. 4422099 4422099 52296225 9740577 42555648 39349062 12830624 26518438 55782185 29476807 26305378 2844977 2844977 102646540 0 PHYSICIANS CONTINGENCY 1004524 DUE TO RELATED ORGANIZATIONS 47710620 LONG-TERM PENSION PAYABLE 2574109 DEFERRED COMPENSATION 163787 51453040 X FIN 48 (ASC 740) footnote Schedule D, Part X, Line 2 DIGNITY HEALTH REVIEWS ITS TAX POSITIONS ANNUALLY AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. true DOMINICAN HOSPITAL FOUNDATION 1555 SOQUEL DRIVE SANTA CRUZ CA 950661705 942450442 501(C)(3) 17500 0 NONE 0 PREVENTIVE CARE UNITED WAY OF SANTA CRUZ COUNTY 4450 CAPITOLA RD CAPITALO CA 95010 941422471 501(C)(3) 10000 0 NONE 0 SOCIAL HEALTH HEALTH IMPROVEMENT PARTNERSHIP OF SANTA CRUZ COUNTY 1600 GREEN HILLS ROAD SUITE 101 SCOTTS VALLEY CA 95066 010826156 501(C)(3) 5000 0 NONE 0 PREVENTIVE CARE 3 0 Procedures for monitoring use of grant funds Schedule I, Part I, Line 2 GRANTS ARE PROVIDED BY DIGNITY HEALTH MEDICAL FOUNDATION TO NOT-FOR-PROFIT ORGANIZATIONS THAT FURTHER DIGNITY HEALTH MEDICAL FOUNDATION'S EXEMPT PURPOSE. ALL ORGANIZATIONS THAT ARE PROVIDED GRANTS ARE REQUIRED TO BE A SECTION 501(C)(3) ORGANIZATION. true true false false false false false false false ANTHONY SCOTT CARSWELL 0 350298 0 87314 0 3889 0 35766 0 39292 0 516559 0 0 BRUCE SWARTZ 0 459168 0 57500 0 11420 0 27751 0 20232 0 576071 0 0 EDWARD KELLY 209214 0 58892 0 1024 0 20051 0 17834 0 307015 0 0 0 ELIZABETH SHIH 0 686873 0 424564 0 153535 0 153244 0 59482 0 1477698 0 90833 GARY SPAUGH 0 227157 0 91963 0 423379 0 24174 0 32450 0 799123 0 365748 JAG GILL SC D 0 307358 0 202362 0 91146 0 40556 0 34165 0 675587 0 0 JOHN MICHEELS 122567 0 18344 0 1573 0 13417 0 20918 0 176819 0 0 0 KARL SILBERSTEIN 0 547595 0 138095 0 19383 0 51538 0 42111 0 798722 0 0 KARL ULRICH MD 0 121113 0 52000 0 77385 0 11082 0 6883 0 268463 0 0 KEVIN VAZIRI 0 313960 0 160002 0 9588 0 37895 0 32624 0 554068 0 0 MARJORIE D GORTHY 174994 0 37776 0 988 0 14479 0 15126 0 243362 0 0 0 MARVIN O'QUINN 0 866580 0 369474 0 14518 0 239502 0 64826 0 1554900 0 0 MICHAEL D MATUSKA 117235 0 7022 0 324 0 9319 0 20734 0 154634 0 0 0 MICHAEL FAGAN 130441 0 31747 0 20774 0 13059 0 25490 0 221511 0 0 0 NANETTE MICKIEWICZ MD 0 341548 0 67816 0 10596 0 34699 0 39534 0 494192 0 0 SIGRID OWYANG 218665 0 62909 0 1074 0 25572 0 21454 0 329673 0 0 0 THOMAS LOWRY 299998 0 59773 0 1270 0 23025 0 7434 0 391501 0 0 0 TRACY KUGEL 147821 0 13455 0 342 0 15172 0 14325 0 191115 0 0 0 WILLIAM J HUNT 0 2393948 0 0 0 0 0 0 0 0 0 2393948 0 1192140 Arrangement used to establish the top management official's compensation Schedule J, Part I, Line 3 DIGNITY HEALTH MEDICAL FOUNDATION RELIED ON A RELATED ORGANIZATION, DIGNITY HEALTH THAT USED A COMPENSATION COMMITTEE, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO ESTABLISH DIGNITY HEALTH MEDICAL FOUNDATION'S TOP MANAGEMENT OFFICIAL'S COMPENSATION. SEE SCHEDULE O DISCLOSURE FOR FORM 990, PART VI, SECTION B, LINE 15A FOR ADDITIONAL INFORMATION. Severance or change-of-control payment Schedule J, Part I, Line 4a CERTAIN LISTED PERSONS PARTICIPATE IN DIGNITY HEALTH'S SEVERANCE PLAN THAT PROVIDES MARKET-STANDARD COMPENSATION, RANGING FROM PAYMENTS OF 6 MONTHS TO 2 YEARS OF BASE COMPENSATION, DEPENDING ON THE EXECUTIVE'S POSITION, IN THE EVENT OF A POSITION ELIMINATION OR OTHER INVOLUNTARY TERMINATION, IN ACCORDANCE WITH THE GUIDELINES OF THE PLAN. PAYMENTS PURSUANT TO THE PLAN ARRANGEMENT FOR ONE HIGEST COMPENSATED EMPLOYEE AND ONE FORMER OFFICER OCCURRED DURING 2012; M. FAGAN, $13,542 AND W. HUNT, $1,201,809. Supplemental nonqualified retirement plan Schedule J, Part I, Line 4b CERTAIN LISTED PERSONS PARTICIPATE IN DIGNITY HEALTH'S EXCESS BENEFIT PLAN, A NONQUALIFIED SUPPLEMENTAL BENEFIT PLAN LIMITED TO PARTICIPANTS IN THE DIGNITY HEALTH RETIREMENT PLAN WHOSE BENEFITS ARE AFFECTED BY THE LIMITATIONS IMPOSED BY SECTIONS 401(A)(17) AND 415 OF THE INTERNAL REVENUE CODE. BENEFIT SERVICE UNDER THIS PLAN WAS FROZEN AS OF JANUARY 1, 2008. PAYMENTS PURSUANT TO THE PLAN ARRANGEMENT FOR TWO FORMER OFFICERS OCCURRED DURING 2012; G. SPAUGH, $20,899; AND W. HUNT, $602,380. CERTAIN LISTED PERSONS ARE ELIGIBLE TO PARTICIPATE IN ONE OF TWO NON-QUALIFIED 457(F) PLANS THAT ARE SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE, AS REQUIRED BY THE IRS. THE 2007 EXECUTIVE DEFERRED COMPENSATION PLAN IS FOR EXECUTIVES HIRED PRIOR TO JUNE 30, 2006. THE BENEFIT IS INTENDED TO BRIDGE THE DIFFERENCE, IF ANY, BETWEEN THE BENEFIT PROVIDED UNDER THE DIGNITY HEALTH EXCESS BENEFIT PLAN HAD BENEFIT SERVICE NOT BEEN FROZEN AT JANUARY 1, 2008, AND THE BENEFITS PROVIDED FROM ALL OTHER QUALIFIED AND NON-QUALIFIED PLANS. NO BENEFIT WILL VEST UNDER THIS 457(F) PLAN BEFORE THE ATTAINMENT OF AGE 62 OR THE COMPLETION OF 15 YEARS OF SERVICE. THE 2010 EXECUTIVE DEFERRED COMPENSATION PLAN IS FOR CERTAIN BOARD MEMBERS WHO ARE NOT ELIGIBLE TO PARTICIPATE IN THE DIGNITY HEALTH EXCESS BENEFIT PLAN OR THE 2007 EXECUTIVE DEFERRED COMPENSATION PLAN DESCRIBED ABOVE. THIS BENEFIT PROVIDES AN ANNUAL ACCRUAL OF 10% OF TOTAL COMPENSATION AND IS PAYABLE ANNUALLY ON JULY 1 ONCE VESTED, WHICH IS AGE 62 WITH 5 YEARS OF SERVICE. PAYMENTS PURSUANT TO THE PLAN ARRANGEMENT FOR TWO FORMER OFFICERS OCCURRED DURING 2012; G. SPAUGH, $79,386; AND W. HUNT, $589,760. CERTAIN LISTED PERSONS PARTICIPATE IN THE DIGNITY HEALTH KEY EMPLOYEE SHARE OPTION PLAN (KEYSOP), WHICH WAS FROZEN IN MAY 2002. THE KEYSOP PROGRAM WAS ESTABLISHED IN 2001 WITH THE PURPOSE OF PROVIDING INCOME DEFERRAL OPPORTUNITIES TO EMPLOYEES ELIGIBLE FOR THE COMPANY'S KEY EMPLOYEE RETENTION PROGRAM. NO PAYMENTS WERE MADE UNDER THIS PLAN DURING 2012. ONE HIGHEST PAID EMPLOYEE PARTICIPATED IN A SUPPLEMENTAL RETIREMENT AGREEMENT WHICH WAS ENTERED INTO DURING THE ACQUISITION OF A HOSPITAL AND GUARANTEED THAT THE EXECUTIVE WOULD BE PAID, UPON RETIREMENT, AN AMOUNT AT LEAST EQUAL TO THE BENEFITS THAT WOULD HAVE BEEN PAID UNDER THAT HOSPITAL'S DEFERRED COMPENSATION PLAN UNDER ITS PRIOR OWNERSHIP. A PAYMENT OF $265,463 WAS MADE PURSUANT TO THIS PLAN FOR G. SPAUGH DURING 2012. CERTAIN OFFICERS AND KEY EMPLOYEES PARTICIPATE IN THE DIGNITY HEALTH SUPPLEMENTAL EXECUTIVE RETENTION/RETIREMENT PLAN, A NONQUALIFIED SUPPLEMENTAL BENEFIT PLAN WHICH IN 2002 WAS OFFERED TO MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM BY THE DIGNITY HEALTH BOARD OF DIRECTORS AND WOULD BE PAID ONLY IF THE EXECUTIVES STAYED WITH THE ORGANIZATION FOR A SPECIFIED NUMBER OF YEARS AS THE PRIMARY PURPOSE OF THIS PLAN IS TO PROVIDE FOR THE RETENTION AND RETIREMENT OF THE PARTICIPANTS. THE EXECUTIVE MANAGEMENT TEAM WAS RECRUITED FROM STABLE CAREERS IN ORGANIZATIONS FROM ACROSS THE COUNTRY AND FROM VARIOUS INDUSTRIES TO ENGINEER AND LEAD A FINANCIAL AND OPERATIONAL TURNAROUND AFTER THE ORGANIZATION HAD LOST NEARLY $1 BILLION IN NET OPERATING PERFORMANCE. THE CALCULATION FOR THE PAYMENTS TO EACH EXECUTIVE IS BASED ON THE VALUE OF A FINAL AVERAGE PAY ANNUITY BENEFIT BASED ON RETIREMENT AGE AND SERVICE YEARS TO THE ORGANIZATION. DISTRIBUTION OCCURS EACH JULY 1 IF THE PLAN FORMULA WARRANTS A PAYMENT. PAYMENTS MADE DURING 2012 PURSUANT TO THIS PLAN INCLUDE $90,833 TO E. SHIH. VESTED AMOUNTS FOR THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS DISCUSSED ABOVE ARE REPORTED AS DEFERRED COMPENSATION IN THE YEAR VESTING OCCURS (SCHEDULE J, PART II, COLUMN C) AND ARE REFLECTED AGAIN AS W-2 REPORTABLE COMPENSATION IN THE YEAR PAID (SCHEDULE J, PART II, COLUMN B(III)). SCHEDULE J, PART II SCHEDULE J, PART II PART II - SUPPLEMENTAL DISCLOSURE THE ORGANIZATION'S EXECUTIVE COMPENSATION PHILOSOPHY IS DESIGNED TO ASSIST THE ORGANIZATION IN ATTRACTING AND RETAINING THE CALIBER OF EXECUTIVES REQUIRED TO ENABLE THE ORGANIZATION TO FULFILL ITS MISSION OF PROVIDING HIGH QUALITY HEALTHCARE FOR ALL PERSONS REGARDLESS OF THEIR ABILITY TO PAY FOR SERVICES, IMPROVING THE QUALITY OF LIFE IN THE COMMUNITIES THE ORGANIZATION SERVES, PROMOTING EMPLOYEE SATISFACTION, AND ENSURING FINANCIAL STABILITY. A SUBSTANTIAL PORTION OF EXECUTIVE COMPENSATION IS PERFORMANCE BASED AND IS LINKED TO ORGANIZATIONAL GOALS APPROVED IN ADVANCE. THESE GOALS INCLUDE ATTAINMENT OF ANNUAL AND LONG-TERM FINANCIAL PERFORMANCE, CERTAIN HEALTHCARE QUALITY STANDARDS AND THE ORGANIZATION'S COMMITMENT TO SERVING THE POOR AND DISENFRANCHISED IN THE COMMUNITIES IT SERVES. TOTAL COMPENSATION, WHICH INCLUDES BASE SALARY, ANNUAL AND LONG-TERM INCENTIVE COMPENSATION, IS ESTABLISHED TO APPROXIMATE THE PREVAILING MARKET CONDITIONS FOR EXECUTIVES OF COMPANIES OF SIMILAR SIZE AND REVENUE. Classes of members or stockholders Form 990, Part VI, Section A, Line 6 THE SOLE CORPORATE MEMBER IS DIGNITY HEALTH, A 501(C)(3) EXEMPT ORGANIZATION. Members or stockholders electing members of governing body Form 990, Part VI, Section A, Line 7a DIGNITY HEALTH, AS THE SOLE CORPORATE MEMBER, RATIFIES THE SELECTION OF MEMBERS AND THE DIGNITY HEALTH BOARD APPROVES NEW BOARD MEMBERS OF THE ORGANIZATION. Decisions requiring approval by members or stockholders Form 990, Part VI, Section A, Line 7b RESERVED RIGHTS OF THE CORPORATE MEMBER INCLUDE ADOPTION OF MISSION AND PHILOSOPHY STATEMENTS, AMENDMENT OR RESTATEMENT OF ARTICLES OF INCORPORATION AND BYLAWS, DISSOLUTION OF THE CORPORATION, ACQUISITION OF ANOTHER CORPORATION, CREATION OF A NEW SUBSIDIARY, MERGER OR CONSOLIDATION WITH ANOTHER CORPORATION, PARTICIPATION AS A GENERAL OR LIMITED PARTNER IN ANY VENTURE, INCURRING LONG-TERM INDEBTEDNESS IN EXCESS OF NORMAL OPERATING REQUIREMENTS, RATIFICATION OF BOARD MEMBER APPOINTMENTS AND DISMISSALS, SELECTION AND REMOVAL OF INDEPENDENT AUDITORS, AND TRANSACTIONS OUTSIDE THE ORDINARY COURSE OF BUSINESS. Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b THERE IS A TWO LEVEL REVIEW FOR THE DIGNITY HEALTH MEDICAL FOUNDATION FORM 990; FIRST THE ACCOUNTING MANAGER WORKED CLOSELY WITH THE PARENT ORGANIZATION AND AN INDEPENDENT ACCOUNTING FIRM IT ENGAGED TO REVIEW THE FORM 990, THE FINAL REVIEW WAS DONE BY THE CEO AND SENIOR VICE PRESIDENT OF FINANCIAL OPERATIONS. THE DRAFT WAS COMPLETE EXCEPT IT EXCLUDED COMPENSATION INFORMATION FOR DIRECTORS WHO ARE ALSO KEY EXECUTIVES OF DIGNITY HEALTH, THE FILING ORGANIZATION'S SOLE MEMBER. COMPENSATION BY DIGNITY HEALTH TO THOSE DIRECTORS WAS REVIEWED BY THE COMPENSATION AND BENEFITS COMMITTEE OF THE DIGNITY HEALTH BOARD OF DIRECTORS. Conflict of interest policy Form 990, Part VI, Section B, Line 12c THE ORGANIZATION HAS ADOPTED DIGNITY HEALTH'S CONFLICTS OF INTEREST POLICY. UNDER SUCH POLICIES, THE EVP/GENERAL COUNSEL IS RESPONSIBLE FOR COLLECTING, REVIEWING AND VALIDATING ANNUAL DISCLOSURES OF ALL COVERED PERSONS (I.E., BOARD AND BOARD COMMITTEE MEMBERS, OFFICERS AND EXECUTIVE LEADERSHIP, KEY EMPLOYEES, MANAGEMENT PERSONNEL AT THE DIRECTOR LEVEL AND ABOVE, AND ANY OTHER PERSONNEL AT HIS OR HER DISCRETION). THE ORGANIZATION'S BOARD IS CHARGED WITH MONITORING PROPOSED OR ONGOING TRANSACTIONS FOR CONFLICTS OF INTEREST AND ADDRESSING ANY POTENTIAL OR ACTUAL CONFLICTS. ALL COVERED PERSONS ARE REQUIRED TO DISCLOSE REAL OR POTENTIAL CONFLICTS ARISING FROM BUSINESS, FINANCIAL AND PERSONAL INTERESTS HELD BY SUCH COVERED PERSONS OR THEIR FAMILY MEMBERS. COVERED PERSONS ARE REQUIRED TO DISCLOSE TO THEIR SUPERIORS AND TO RELEVANT DECISION MAKERS ANY INTEREST THAT MAY PRESENT A CONFLICT OR THE APPEARANCE OF A CONFLICT OF INTEREST. SUCH DISCLOSURE IS REQUIRED ON A TRANSACTIONAL BASIS AT THE TIME SUCH CONFLICTS ARISE, WHEN AN INDIVIDUAL BECOMES A COVERED PERSON, AND ANNUALLY THEREAFTER. EACH COVERED PERSON IS REQUIRED TO CERTIFY AT LEAST ANNUALLY THAT HE/SHE: (1) HAS RECEIVED A COPY OF THE POLICY APPLICABLE TO HIS/HER POSITION; (2) HAS READ THE POLICY AND UNDERSTANDS SAID POLICY; AND (3) AGREES TO COMPLY WITH ALL REQUIREMENTS OF THE POLICY, INCLUDING COMPLETING THE CONFLICTS OF INTEREST DISCLOSURE STATEMENT AS REQUIRED BY THE POLICY. THE PRESIDENT/CEO AND EVP/GENERAL COUNSEL PREPARE ANNUAL REPORTS OF REPORTED CONFLICTS OF INTEREST WHICH ARE PROVIDED TO THE BOARD OF DIRECTORS, COMMITTEE CHAIRS, AND KEY LEADERS OF THE ORGANIZATION TO ENABLE RESPONSIBLE INDIVIDUALS TO MONITOR AND MANAGE DISCLOSED CONFLICTS OF INTEREST AND ASSURE DECISIONS ARE MADE IN THE ORGANIZATION'S BEST INTERESTS. THE PROCEDURES FOR ADDRESSING ANY CONFLICT OF INTEREST RELATED TO A PROPOSED TRANSACTION INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: (1) THE CONFLICTING INTEREST IS FULLY DISCLOSED TO THE BOARD; (2) THE INTERESTED PERSON RESPONDS TO FACTUAL QUESTIONS RELATED TO THE SUBSTANCE OF THE TRANSACTION OR ARRANGEMENT BEING CONSIDERED, AFTER WHICH HE/SHE SHALL LEAVE THE MEETING; (3) THE PERSON WITH THE CONFLICT OF INTEREST IS EXCLUDED FROM THE DISCUSSION AND APPROVAL OF SUCH TRANSACTION; (4) IF WARRANTED, ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, AND COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED; (5) THE TRANSACTION OR ACTION IS APPROVED BY A MAJORITY OF DISINTERESTED PERSONS, AND CONSISTENT WITH ANY REQUIREMENTS OF BYLAWS OR POLICIES ; AND (6) ANY CONFLICTING ISSUES ARISING DURING THE COURSE OF A BOARD MEETING WHICH CANNOT BE RESOLVED MAY BE REFERRED TO AN INDEPENDENT COMMITTEE OF THE BOARD OF DIRECTORS. THERE ARE ALSO CONFLICTS OF INTEREST PROVISIONS UNDER THE STANDARDS OF CONDUCT APPLICABLE TO ALL EMPLOYEES, AND WHICH ARE ADMINISTERED BY THE CHIEF COMPLIANCE OFFICER WHO HAS REPORTING RESPONSIBILITY TO THE AUDIT & COMPLIANCE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 15A FORM 990, PART VI, LINE 15A ALTHOUGH THE ORGANIZATION EMPLOYS PERSONNEL, THE TOP MANAGEMENT OFFICIAL IS COMPENSATED BY DIGNITY HEALTH. FOR 2012, DIGNITY HEALTH'S COMPENSATION AND BENEFITS DEPARTMENT CONDUCTED AN ANNUAL REVIEW AND ANALYSIS TO PROVIDE BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFITS PACKAGE OF THE TOP MANAGEMENT OFFICIAL. APPROPRIATE COMPARABILITY DATA FOR SIMILAR JOBS IN PEER COMPANIES (BOTH TAXABLE AND TAX-EXEMPT) IS OBTAINED FROM INDEPENDENT THIRD-PARTY SURVEY SOURCES. FORM 990, PART VI, LINE 15B FORM 990, PART VI, LINE 15B DIGNITY HEALTH MEDICAL FOUNDATION COMPENSATION AND BENEFITS DEPARTMENT CONDUCTS ANNUAL REVIEWS AND ANALYSIS THAT ALLOWS A RANGE FOR COMPENSATION FOR EACH KEY EMPLOYEE FOR THE TOTAL COMPENSATION AND BENEFITS PACKAGE. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 FEDERAL TAX LAWS DO NOT MANDATE THAT THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION. THE ORGANIZATION MAKES ITS FINANCIAL STATEMENTS AVAILABLE ON ITS WEBSITE AND UPON REQUEST. Other Expenses Form 990, Part IX, Line 11g PHYSICIAN MEDICAL FEES - TOTAL EXPENSE: XXX-XX-XXXX, PROGRAM SERVICE EXPENSE: XXX-XX-XXXX, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; PROFESSIONAL FEES - TOTAL EXPENSE: 4942990, PROGRAM SERVICE EXPENSE: 1445742, MANAGEMENT AND GENERAL EXPENSES: 3497248, FUNDRAISING EXPENSES: ; OVERHEAD ALLOCATION CORPORATE - TOTAL EXPENSE: 3984989, PROGRAM SERVICE EXPENSE: , MANAGEMENT AND GENERAL EXPENSES: 3984989, FUNDRAISING EXPENSES: ; MAINTENANCE CONTRACT AND REPAIRS - TOTAL EXPENSE: 3907849, PROGRAM SERVICE EXPENSE: 3210073, MANAGEMENT AND GENERAL EXPENSES: 697777, FUNDRAISING EXPENSES: ; OTHER EXPENSES - TOTAL EXPENSE: 6826290, PROGRAM SERVICE EXPENSE: 4339988, MANAGEMENT AND GENERAL EXPENSES: 2486302, FUNDRAISING EXPENSES: ; Other changes in net assets or fund balances Form 990 , Part XI, Line 9 INTEREST IN UNCONSOLIDATED FOUNDATION - 234742; FORM 990, PART XII, LINE 3 FORM 990, PART XII, LINE 3A THE ORGANIZATION'S FEDERAL AWARDS WERE INCLUDED IN DIGNITY HEALTH'S CONSOLIDATED OMB CIRCULAR A-133 AUDITED SCHEDULE OF FEDERAL EXPENDITURES. DIGNITY HEALTH 185 BERRY STREET SAN FRANCISCO CA 94107 HOSPITAL CA 501(C)(3) 3 NA false false false true false false false false false false false false true true false false false false false false