2012-05-10T13:40:52-05:00 2011-06-30 ERNST & YOUNG US LLP 55 IVAN ALLEN JR BLVD SUITE 1000 ATLANTA GA 30308 990 2010-07-01 200360007 Essentia Health ESSE 2187868376 502 E 2nd St Duluth MN 55805 ROBERT NORMAN 2012-05-08 4048748300 2010 2016-02-24 21:20:13Z Peter Person MD 502 E 2nd St Duluth MN 55805 23843515 false X www.essentiahealth.org X 2003 MN We are called to make a healthy difference in people's lives. 18 12 0 0 4680 -16015 0 0 11842122 20534336 -311067 2840532 23636 468647 11554691 23843515 1000 13850 0 0 247500 314600 0 0 0 23888348 22364718 24136848 22693168 -12582157 1150347 90981545 100741801 25156925 56417384 65824620 44324417 X WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. false false 3087670 13850 20534336 See schedule O 3087670 true false false true false false false false false true true true false true true false true false false true false false false false false false true false true true false false false false false false false true false false false false false false false true true true false false true X 41 0 true 0 true true true CJ false false false false false false false false X 18 12 false false true false false false true true true false false true true true true true true true true false MN X ROBERT NORMAN 2187863178 502 E 2ND ST Duluth MN 55805 X Richard Blair 8.0 X X 40000 0 0 Laura Boehlke-Bray MD 60.0 X 25000 267204 30454 Terrence Clark MD 60.0 X 0 192332 41666 Lori Collard 5.0 X X 25000 900 0 Sister Verda Clare Eichner 5.0 X 0 0 0 Joel Haugen MD 60.0 X 15000 277843 38041 Neal Hessen 5.0 X 26400 11500 0 Sister Kathleen Hofer 60.0 X X 0 0 0 Lauren Larsen 5.0 X 25000 0 0 Walter Leino MD 3.0 X 15000 0 0 Sister Beverly Raway 5.0 X 0 0 0 Thomas Russ MD 60.0 X X 15000 277742 45175 James Seitz 3.0 X 15000 900 0 Sister Clare Marie Trettel 5.0 X 0 0 0 Sister Claudia Riehl 5.0 X 0 0 0 Dean Ager 3.0 X 2800 0 0 James Anderson 3.0 X 0 3000 0 Peter Dunphy MD 60.0 X 0 383574 17923 Theresa Gunnarson MD 60.0 X 0 462824 53320 Michael Sheldon MD 60.0 X 0 348647 39725 Peter Person MD 60.0 X 0 1119337 698079 Robert Norman 60.0 X 0 556955 131077 Gregory Glasner MD 60.0 X 0 682078 101232 Carl Heltne MD 60.0 X 0 564099 51247 Daniel McGinty 60.0 X 0 499207 131505 Kevin Pitzer 60.0 X 0 504331 79032 John Smylie 60.0 X 0 750897 115108 Michael Mahoney 60.0 X 0 234679 50428 Teresa O'Toole 60.0 X 0 424936 74507 Thomas Prusak 60.0 X 0 432592 111251 David Boran MD 60.0 X 0 268415 27077 Thomas Patnoe MD 60.0 X 0 692487 102267 Michael Metcalf 60.0 X 0 414002 80222 Maribeth Olson 60.0 X 0 328245 82436 James Abelsen 0.0 X 13821 213463 10135 Daniel Zismer 8.0 X 135431 0 0 Rocklon Chapin 60.0 X 0 398353 74353 353452 10310542 2186260 1 true true false Ernst Young 3712 Solutions Center CHICAGO IL 60677 Auditing/Consulting 824364 Soft Computer Consultants Inc 5400 Tech Data Dr CLEARWATER FL 33760 IT Services 735699 Eclipsys Corporation PO Box 8538-0133 PHILADELPHIA PA 191710133 IT Services 521035 Russell Herder Inc 315 E River Rd BRAINERD MN 56401 Advertising 382924 eDocument Resources LLC 6101 Baker Rd Ste 207 MINNETONKA MN 55345 IT Services 357750 14 0 SUPPORT FEES 541610 20528983 20529656 -673 CONSULTANT FEES 541610 5353 5353 20534336 883046 883046 0 0 1151618 805868 1151618 805868 1957486 1957486 0 0 0 FORWARD DELIVERY AGREEMENT TERMINATION 900099 315000 315000 COST RECOVERY 900099 123647 123647 UBI TAXES 900099 30000 30000 468647 23843515 20529656 4680 3309179 13850 13850 0 0 0 314600 314600 0 0 0 0 0 0 0 188847 188847 127033 127033 6000 6000 0 70326 70326 1037729 379214 658515 612222 612222 83877 52654 31223 27489 19513 7976 0 0 62961 11136 51825 0 149884 558 149326 1340816 1340816 0 49174 49174 0 AFFILIATE EXPENSES ALLOCATION 15051865 1991063 13060802 PROVISIONS FOR DOUBTFUL ACCTS 3477750 3477750 UBI TAXES 21330 3280 18050 DUES AND SUSCRIPTIONS 8610 8610 ALL OTHER EXPENSES 48805 4180 44625 22693168 3087670 19605498 0 0 913056 8935398 6172989 938312 3254977 500000 0 474081 602578 4424 74 4350 9488713 447891 9078971 26273093 61532818 62412552 33252 660315 90981545 100741801 13993369 19799766 5767616 31264154 5139506 5235000 256434 118464 25156925 56417384 X 65824620 44324417 65824620 44324417 90981545 100741801 X 1150347 -22650550 X false true true X false X X X false false false BRAINERD LAKES INTEGRATED HEALTH SYSTEM 371532145 0 false true true 0 BRAINERD MEDICAL CENTER INC 371532148 03 false true true 145716 BRIDGES MEDICAL CENTER 200479568 03 false true true 96520 CLEARWATER VALLEY HOSPITAL & CLINICS INC 820497771 03 false true true 271493 CRITICAL ACCESS GROUP 261219624 0 true true true 393592 ST BENEDICT'S FAMILY MEDICAL CENTER 820227163 03 false true true 271932 ST JOSEPH'S MEDICAL CENTER 410695602 03 false true true 2145538 ST MARY'S EMS 411805811 09 false true true 23164 ST MARY'S HOSPITAL & CLINICS INC 820226453 03 false true true 264849 ST MARY'S REGIONAL HEALTH CENTER 411620386 03 false true true 984361 INNOVIS HEALTH LLC 261175213 03 true true true 3615706 MIDWEST MEDICAL EQUIPMENT & SUPPLY INC 411674021 09 false true true 112959 SMDC MEDICAL CENTER 411878730 03 false true true 5167965 PINE MEDICAL CENTER 411884597 03 false true true 272311 POLINSKY MEDICAL REHABILITATION CENTER 410691275 03 false true true 119163 ST MARY'S DULUTH CLINIC FOUNDATION 412016979 07 false true true 0 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 411836633 03 true true true 0 ST MARY'S HOSPITAL OF SUPERIOR 411811073 03 false true true 607340 ST MARY'S MEDICAL CENTER 410695604 03 false true true 5133163 THE DULUTH CLINIC LTD 410883623 03 false true true 2318030 DIVINE MEDICAL SERVICES 202773717 03 false true true 0 DL SURGERY CENTER 263837203 03 false true true 1060 ECHC FOUNDATION 263359418 0 false true true 9046 ST MARY'S INNOVIS HEALTH 262861321 03 false true true 51203 MINNESOTA VALLEY HEALTH CENTER INC 410837659 03 false true true 158262 FIRST CARE MEDICAL SERVICES 410706143 03 false true true 269837 ESSENTIA INSTITUTE OF RURAL HEALTH 271291124 04 false true true 17954 ESSENTIA HEALTH FOUNDATION 271984704 07 false true true 709 GRACEVILLE MISSIONARY BENEDICTINE SISTERS 410726173 03 false true true 91558 NORTHERN PINES MEDICAL CENTER 410841441 03 false true true 149737 30 22693168 The supported organizations listed in Part I Line 11h that have a "No" box checked are not specifically listed in Essentia's articles of incorporation Article XI. However, Essentia's articles state that Essentia is organized and shall be 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 the tax-exempt entities identified as supported organizations in their respective articles of incorporation. Schedule A, Line 11h, Column (vii) The amount of support includes Essentia Health's functional expenses which are incurred for the benefit of Essentia Health's supported organizations. false true false false false false true 109156 false true 6000 115156 false Schedule C, Part II-B Lobbying Activity Explanation: Essentia Health employs one full-time in-house public policy individual and during 2011 contracted with one consultant firm to monitor state legislative activities of interest dealing fully with Health and Human Services issues. Essentia Health's public policy activities occur on a multi state and national level. Essentia Health public policy activities included in person, telephonic, electronic communication and information relay with legislators and staff, administrative officials, government agencies and departments on both the state and federal levels. The primary issues of interest and concern include: Critical Access Hospital designation Physician and Hospital Services Reimbursement Medicare and Medicaid Reimbursement Policies Disproportionate Share Hospital Funding Graduate Medical Education/Indirect Medical Education Funding Health Information Technology Funding and Privacy Issues State and Federal Health Care Reform Medicare Reimbursement for Rehab Facilities Medicare 340B Prescription Drug Discount Program Nurse Staffing Ratios Electronic Medical Record Interoperability Medicare Recovery Audit Contractor Audits (RAC) Health Information Exchange Medical Education and Research Costs (MERC) State Children's Health Insurance Program Workforce Issues Public Health Initiatives Community Benefits 4424 74 4350 4350 5417247 F POOLED INVESTMENT FUND 20855846 F 26273093 TAX-EXEMPT RELATED ORG NOTE 3879734 F INVESTMENT IN TAX-EXEMPT ORG 58532818 F 62412552 0 PAYABLES TO RELATED TAX-EXEMPT ORGS 118464 118464 Schedule D, Part X FIN 48 footnote: Essentia Health has adopted Accounting Standards Codification 740, Income Taxes (formerly known as FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Tax - an interpretation of FASB Statement No. 109, Accounting for Income Taxes). The adoption of this interpretation had no material impact on the consolidated financial statements and therefore, Essentia Health's consolidated financial statements for fiscal year ended June 30, 2011 no longer includes an ASC 740 footnote. Central America and the Caribbean Investments 89669000 Europe (Including Iceland and Greenland) Investments 9318000 Central America and the Caribbean Program Services Self Indemnity 9030275 108017275 108017275 true false true false false false true Duluth Area Chamber of Commerce 5 West 1st Street Duluth MN 55802 410225910 501(c)(6) 5500 FMV General Support 0 1 Schedule I, Part I, Line 2 Procedures for monitoring grants: Essentia Health's management reviews the grant activity by reviewing and documenting each expenditure request and approving the expense. X true true X X X X X true true false false false false false false false Gregory Glasner MD 0 473789 0 177022 0 31267 0 69709 0 31523 0 783310 0 0 Carl Heltne MD 0 562119 0 0 0 1980 0 24500 0 26747 0 615346 0 0 Daniel McGinty 0 367024 0 131062 0 1121 0 91206 0 40299 0 630712 0 0 Peter Person MD 0 847708 0 267813 0 3816 0 660950 0 37129 0 1817416 0 0 Robert Norman 0 372520 0 135275 0 49160 0 63376 0 67701 0 688032 0 47861 Kevin Pitzer 0 350133 0 123113 0 31085 0 68575 0 10457 0 583363 0 0 John Smylie 0 551256 0 192793 0 6848 0 83435 0 31673 0 866005 0 0 Laura Boehlke-Bray MD 25000 265322 0 1300 0 582 0 24500 0 5954 25000 297658 0 0 Terrence Clark MD 0 191007 0 0 0 1325 0 20002 0 21664 0 233998 0 0 Joel Haugen MD 15000 250441 0 0 0 27402 0 20982 0 17059 15000 315884 0 0 Thomas Russ MD 15000 275431 0 1128 0 1183 0 24500 0 20675 15000 322917 0 0 Michael Mahoney 0 179321 0 35685 0 19673 0 40124 0 10304 0 285107 0 18819 Teresa O'Toole 0 287141 0 104038 0 33757 0 63806 0 10701 0 499443 0 30519 Thomas Prusak 0 343422 0 86654 0 2516 0 86306 0 24945 0 543843 0 0 David Boran MD 0 268415 0 0 0 0 0 12250 0 14827 0 295492 0 0 Maribeth Olson 0 256982 0 40369 0 30894 0 55880 0 26556 0 410681 0 30330 James Abelsen 13821 0 0 0 0 213463 0 0 0 10135 13821 223598 0 215796 Daniel Zismer 135431 0 0 0 0 0 0 0 0 0 135431 0 0 0 Thomas Patnoe MD 0 514522 0 177296 0 669 0 69931 0 32336 0 794754 0 0 Rocklon Chapin 0 309586 0 87516 0 1251 0 52511 0 21842 0 472706 0 0 Peter Dunphy MD 0 383574 0 0 0 0 0 12250 0 5673 0 401497 0 0 Theresa Gunnarson MD 0 423955 0 38569 0 300 0 24500 0 28820 0 516144 0 0 Michael Sheldon MD 0 321413 0 0 0 27234 0 22397 0 17328 0 388372 0 0 Michael Metcalf 0 314854 0 94980 0 4168 0 52095 0 28127 0 494224 0 0 Schedule J, Part I, Line 1a Benefits provided: During tax year 2010, charter travel was used on occasion by two board directors, one officer and five key employees for travel between Essentia Health's Corporate office in Duluth, MN and Essentia Health's supported organizations. Many of Essentia Health's supported organizations are located in rural areas which do not have direct commercial flights available. Charter travel ensures efficient use of Essentia Health's board directors' and employees' time. The use of charter travel is not treated as taxable compensation to these individuals as all travel was business related. Schedule J, Part I, Line 4a Severance payment Former key employee, James Abelsen, a former employee of related organization The Duluth Clinic, Ltd., received payment totaling $155,747 in tax year 2010 related to his termination. The termination terms are from June 30, 2008 until June 30, 2010. Mr. Abelsen will receive pay totaling $883,406 & benefits totaling $18,489 related to his termination. All other individuals listed as Formers in Form 990, Par VII, Section A, Line 1a were employed within Essentia Health and its subsidiaries and did not receive a severance payment during tax year 2010. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan The following individuals listed in Form 990, Part VII, Section A, Line 1a received payment from a supplemental nonqualified retirement plan during the year: Peter Person, MD (Essentia Health East) $0 Robert Norman (Critical Access Group) $47,861 Gregory Glasner, MD (Essentia Health West) $0 Kevin Pitzer, (Essentia Health West) $0 John Smylie (Essentia Health East) $0 Michael Mahoney (Essentia Health East) $18,819 Teresa O'Toole (Essentia Health East) $30,519 Thomas Patnoe, MD (Essentia Health East) $0 Michael Metcalf (Essentia Health East) $0 James Abelsen (Essentia Health East) $60,049 Maribeth Olson (Essentia Health East) $30,330 Rocklon Chapin (Essentia Health East) $0 Critical Access Group's nonqualified retirement plan is offered to Critical Access Group executives. There is a minimum two year vesting date, benefits are subject to income taxes upon vesting, and benefits are payable from Critical Access Group's general assets. Essentia Health East's nonqualified retirement plan is offered to designated Essentia Health East's executives. There is a minimum two year vesting date, benefits are subject to income taxes upon vesting, and benefits are payable from Essentia Health East's general assets. Essentia Health West's nonqualified retirement plan is offered to designated Essentia Health West's executives. There is a minimum two year vesting date, benefits are subject to income taxes upon vesting, and benefits are payable from Essentia Health West's general assets. Cass County North Dakota 456002205 148047AU7 2010-02-25 59573111 Srs 2008 A Reoffered (See Sch O) false false true WI Health and Education Facilities Authority 391337855 97710BSD5 2010-02-25 12854722 Srs 2008 B Reoffered (See Sch O) false false true MN Agricultural and Economic Development Board 416007162 6049202H0 2010-02-25 165717405 Srs 2008 C Reoffered (See Sch O) false false true MN Agricultural and Economic Development Board 416007162 6049202M9 2010-06-25 109535000 Srs 2010 (See Sch O) false false true 0 0 3872252 0 0 0 0 0 0 0 3872252 0 2010 true false true true 0 0 835557 0 0 0 0 0 0 0 835557 0 2010 true false true true 97500 0 10771632 0 0 0 123454 0 0 0 10648178 0 2010 true false true true 473220 0 16377291 0 0 0 63167 0 0 5747832 10566292 0 true false false true false false false false 0.00000 0.00000 0.00000 true false false false false 0.00000 0.00000 0.00000 true false false false false 0.00000 0.00000 0.00000 true false false false false 0.00000 0.00000 0.00000 true false false false false false false false false false false false false false false false false false false false true false false false false See Schedule O Daniel Zismer Former Key Employee 135431 Independent Contractor false Form 990, Part III, Line 4 Program service accomplishments Essentia Health is organized and shall be 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 Critical Access Group, a Minnesota nonprofit corporation, St. Mary's Duluth Clinic dba Essentia Health East, a Minnesota nonprofit corporation, and Innovis Health dba Essentia Health West, a Delaware limited liability company and in support of Critical Access Group, Essentia Health East, and Essentia Health West and each of the tax-exempt entities identified as supported organizations in their articles of incorporation all of which are organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986. Essentia Health supports regional leaders in the development and advancement of business, clinical and financial models for the delivery of high-quality and cost-effective health care. The regional leaders provide integrated health care delivery through their physician group practices, ambulatory and outpatient centers, acute care hospitals and community, rural and critical access hospitals. The organizations Essentia Health supports (the "Supported Organizations") include 17 hospitals and more than 60 clinics in Minnesota, Wisconsin, North Dakota, and Idaho with several located in rural areas that have limited access to other healthcare options. These Supported organization file separate Form 990's. At fiscal year ended June 30, 2011, Essentia Health's Supported Organizations' consolidated total unrestricted revenue was $1,593,454,000 and consolidated income from operations was $50,887,000. These hospitals and clinics employ approximately 10,100 full time equivalents. The hospitals have a total of 1,123 licensed beds which provided for over 184,000 hospital patient days and over 666,800 outpatient visits during the fiscal year ended June 30, 2011. The clinics had over 1.8 million encounters during the same time period. During the fiscal year ended June 30, 2011, Essentia Health's Supported Organizations provided total community benefits of over $120.4 million which included costs of providing charity care, costs in excess of Medicaid payments, Medicaid surcharge, Minnesota Care tax, community services, subsidized health services, education, research, and cash and in-kind donations. Form 990, Part V, Line 1c No Gaming (Gambling) Winnings Form 990, Part VI, Section A, Line 4 Form 990 Significant Changes: During the fiscal year ended June 30, 2011, the Bylaws of Essentia Health were amended. The amendments modified the composition of Essentia Health's governing body to include three current or former members of the Duluth Clinic medical staff; up to three members of the Benedictine Sisters Benevolent Association; four additional physician members; up to three members who are chairs of the boards of directors of the organizations supported by Essentia Health; and six remaining independent members who subscribe to Essentia Health's mission, vision, and beliefs. Form 990, Part VI, Line 7b Member with right to approve governing body decisions: The Benedictine Sisters Benevolent Association ("BSBA") has certain reserved powers over all Catholic facilities within Essentia Health. BSBA's reserved powers are as follows Mission. Authority to approve the mission, purpose and vision statements for Catholic facilities and entities within the System. Adherence to Ethical Religious Directives (ERDs). Authority to approve the methods, policies and procedures pertaining to the adherence of Catholic facilities and entities within the System to the ERDs, and to require the use of religious symbols, distinguishing elements and prayers. Official Catholic Directory. Authority to request the listing of qualified entities and facilities within the System in The Official Catholic Directory, subject to the approval of applicable Catholic authorities. Catholic Health Association. Authority to require Catholic facilities and entities within the System to join the membership of the Catholic Health Association of the United States. Alienation of Stable Patrimony or Ecclesiastical Goods. Authority to approve alienation of either stable patrimony or other ecclesiastical goods in the System if such goods involved in a specific transaction approved by Essentia Health pursuant to Section 2.8(g) or 2.8(h) of the Affiliation Agreement have a dollar value equal to or greater than 70% of the amount established from time to time that requires approval from the Holy See. Amendments. Authority to approve any amendments to the Articles of Incorporation or Bylaws of this corporation that would alter the number of Benedictine Sisters of St. Scholastica Monastery of Duluth or Benedictine Sisters Benevolent Association board of director members serving as members of this corporation's board of directors; authority to approve any amendments to the Articles of Incorporation or Bylaws of the Supported Organizations, as well as the Catholic ECHC and SMDC Subsidiaries (as defined in the Affiliation Agreement), which could materially affect such entity's identity as a Catholic institution, including without limitation any amendment that would alter the number of Benedictine Sisters of St. Scholastica Monastery of Duluth or Benedictine Sisters Benevolent Association board of director members serving as members of such entity's board of directors; and authority to cause Essentia Health to make amendments to the Articles of Incorporation or Bylaws of the Supported Organizations, as well as the Catholic ECHC and SMDC Subsidiaries, which amendments Benedictine Sisters Benevolent Association in good faith are necessary to preserve such entity's identity as a Catholic institution. Mission Effectiveness. Authority to approve annual plans and evaluations relating to mission effectiveness and chaplaincy for the Catholic facilities and entities within the System. Mergers and Dissolution. Subject to the approval of the Benedictine Sisters of St. Scholastica Monastery of Duluth, authority to approve a proposed merger, consolidation, liquidation, dissolution, or the disposition of all or substantially all the assets. Form 990, Part VI, Line 11a Form 990 review process: The 2010 Form 990 including all schedules was reviewed by Essentia Health's management and governing body on March 30th, 2012 prior to filing with the Internal Revenue Service. Each current director of the governing body received a copy of the 2010 Form 990. Essentia Health's Chief Financial Officer led the review of the form and schedules and any questions were discussed. Form 990, Part VI, Line 12c Monitoring and enforcing Conflict of Interest policy: Interested persons shall annually disclose relationships which might lead to a conflict of interest by completing a conflict of interest disclosure form. Interested persons include any person in a position to exercise substantial influence over the organization. It includes but is not limited to any director, officer, management, employee, or committee member of Essentia Health or any of its affiliates. Essentia shall be responsible for the annual distribution of conflict of interest forms and review of disclosures for the governing bodies of Essentia and Essentia Operating Members and for senior management employees of Essentia. Transactions with parties with whom a conflict of interest exists may be undertaken only if all of the following are observed: the conflict of interest is fully disclosed; the interested person with the conflict of interest doesn't participate in the approval of such transactions; if practical or appropriate, a competitive bid or comparable valuation is obtained; and the board or committee of the board has determined that the transaction is in the best interest of the organization. Disclosure by any interested person other than a board or committee member should be made to the Chief Executive Officer (or if she/he is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the board or an appropriate committee of the board. Disclosure involving board or committee members shall be made to the board chair (or if she/he is the one with the conflict, then to the board vice chair), who shall bring these matters to the board or an appropriate committee of the board. The board or committee of the board shall determine whether a conflict exists and if so, whether the contemplated transaction may be authorized as just, fair, and reasonable to Essentia or its affiliate(s). The decision of the board or a duly constituted committee of the board on these matters will be at its sole discretion, and its concern must be the welfare of Essentia and its affiliate(s) and the advancement of its purposes. The decision of the board is final. If the board determines a conflict does not exist, the interested person may proceed with the transaction; however, he/she will not be eligible to vote on related issues should they arise. If the board determines a conflict does exist, the interested person will be notified of the decision regarding whether the contemplated transaction will be authorized as just, fair, and reasonable. Form 990, Part VI, Line 15 A&B Process for determining compensation: The 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 Essentia's Chief Executive Officer and his direct reports which are 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 shall 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. The year this process was last undertaken for Essentia's Chief Executive Officer, Chief Financial Officer, Senior Vice President, Development, Chief Operating Officer, Vice President, Public Policy and Chief Administrative Officer/Chief Legal Officer; East Region's President/Chief Medical Officer and Chief Administrative Officer; West Region's President/Chief Medical Officer and Chief Administrative Officer; and Central Region's President and Chief Medical Officer was 2010. Form 990, Part VI, Line 19 Availability of governing documents, conflict of interest policy, and financial statements to the public: Essentia Health makes its governing documents, conflict of interest policy, and financial statements available to the public. Essentia Health's governing documents, conflict of interest policy, and financial statements are available to the public upon request. Essentia Health is part of Essentia Health's consolidated financial statements which are included in Essentia Health's annual report posted on Essentia Health's web site. Form 990, Part VII, Section A, Line 1a, Column B Hours Devoted to related organizations: The following individuals listed in Form 990, Part VII, Section A, Line 1a also devoted time each week to related organizations: Lori Collard: approximately 5 hours Neal Hessen: approximately 16 hours James Seitz: approximately 5 hours James Anderson: approximately 8 hours Peter Person, MD is employed by Essentia Health Duluth as Essentia Health's Chief Executive Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Laura Boehlke-Bray, MD is employed by The Duluth Clinic, Ltd. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Terrance Clark, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Sister Verda Clare Eichner is employed by Essentia Health St. Mary's Medical Center. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Joel Haugen, MD is employed by Essentia Health West. 100% of his time is spent furthering the purpose of Essentia Health West and its' related organizations. Sister Kathleen Hofer is employed by Essentia Health St. Mary's Medical Center as Essentia Health's Senior Vice President, Benedictine Sponsorship. 100% of her time is spent furthering the purpose of Essentia Health and its' related organizations. Thomas Russ, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Peter Dunphy, MD is employed by Essentia Health Specialty Clinic. 100% of his time is spent furthering the purpose of Essentia Health Central and its' related organizations. Theresa Gunnarson, MD is employed by The Duluth Clinic, Ltd. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Michael Sheldon, MD is employed by Essentia Health West. 100% of his time is spent furthering the purpose of Essentia Health West and its' related organizations. Robert Norman is employed by Critical Access Group as Essentia Health's Chief Financial Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Gregory Glasner, MD is employed by Essentia Health West as the West Region's President and Chief Medical Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Carl Heltne, MD is employed by The Duluth Clinic, Ltd. as Essentia Health's Chief Medical Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Daniel McGinty is employed by Critical Access Group as Essentia Health's Senior Vice President, Development and Critical Access Group President. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Kevin Pitzer is employed by Essentia Health West as Essentia Health West's Chief Administrative Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. John Smylie is employed by Essentia Health Duluth as Essentia Health's Chief Operating Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Michael Mahoney is employed by Essentia Health Duluth as Essentia Health's Vice President, Public Policy. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Teresa O'Toole is employed by Essentia Health Duluth as Essentia Health's Chief Administrative Officer and Chief Legal Officer. 100% of her time is spent furthering the purpose of Essentia Health and its' related organizations. Thomas Patnoe, MD is employed by Essentia Health Duluth as Essentia Health's East's President and Chief Medical Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Thomas Prusak is employed by Critical Access Group as Essentia Health Central's President. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Michael Metcalf is employed by Essentia Health Duluth as Essentia Health East's Chief Administrative Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. David Boran, MD is employed by Essentia Health Brainerd Specialty Clinic as Essentia Health Central's Chief Medical Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Maribeth Olson is employed by Essentia Health St. Mary's Medical Center as Essentia Health St. Mary's Medical Center's Chief Operating Officer. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Rocklon Chapin is employed by Essentia Health Duluth as Essentia Health Duluth Executive Vice President, Hospital Division. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Form 990, Part IX, Line 24a Other Expenses: Affiliate expenses allocation of $15,051,865 represents the portion of Critical Access Group, Essentia Health West, and Essentia Health East compensation ($14,551,621), supplies ($6,768), depreciation and amortization ($8,580), other purchased services ($115,452), rent ($94,500), miscellaneous operating expenses ($271,704), repairs and maintenance ($3,240) related to Essentia Health, a supporting organization of Critical Access Group, Essentia Health Central, Essentia Health West, and Essentia Health East, and allocated directly to Essentia. Form 990, Part XI, Line 5 Other Changes in Net Assets: The total amount of other changes in net assets includes: Net Asset transfer with related organizations; reallocated Balance Sheet items to more appropriate companies: ($26,563,308) Unrealized gain on trading securities and swaps: $3,912,758 Schedule K Additional information/comments relating to the reporting of liabilities by related organizations: Essentia Health has an Obligated Group created under the Master Indenture which is composed of the following Members: Essentia Health, Critical Access Group, Essentia Health East, Essentia Health St. Joseph's Medical Center, Essentia Health St. Mary's-Detroit Lakes, Essentia Health St. Mary's Medical Center, Essentia Health Duluth. Essentia Health Polinsky Medical Rehabilitation Center, Essentia Health St. Mary's Hospital -Superior, Essentia Health Brainerd Specialty Clinic, Essentia Health Central, St. Mary's Innovis Health, The Duluth Clinic, Ltd. and Essentia Health West (the "Obligated Group Members" or the "Members of the Obligated Group"). The Members of the Obligated Group are jointly and severally obligated on all indebtedness evidenced or secured by Notes issued under the Master Indenture. The Series 2008A reoffered bonds are secured by Notes issued under the Master Indenture. Essentia Health is the conduit borrower of the Series 2008A reoffered bonds and has recorded a portion of the bond liability on its balance sheet. The Obligated Group Members, Essentia Health West, The Duluth Clinic, Ltd., and Essentia Health St. Mary's-Detroit Lakes, are indirect beneficiaries of the Series 2008A reoffered borrowing and have recorded the bond liability on their balance sheets which are consolidated with Essentia Health. The Series 2008B reoffered bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: The Duluth Clinic, Ltd., Essentia Health and Essentia Health St. Mary's Hospital -Superior are the conduit borrowers of the Series 2008B reoffered bonds. The conduit borrowers, The Duluth Clinic, Ltd. and Essentia Health, have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Members, Essentia Health West and Essentia Health St. Mary's-Detroit Lakes, are indirect beneficiaries of a portion of the Series 2008B reoffered borrowing and have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Series 2008C reoffered bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: Essentia Health East, Essentia Health St. Joseph's Medical Center, Essentia Health St. Mary's-Detroit Lakes, The Duluth Clinic, Ltd., Essentia Health, and Essentia Health St. Mary's Medical Center, Inc. are the conduit borrowers of the Series 2008C reoffered bonds. The conduit borrowers, Essentia Health St. Mary's-Detroit Lakes , Essentia Health, and The Duluth Clinic, Ltd., have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Member, Essentia Health West is an indirect beneficiary of a portion of the Series 2008C reoffered borrowing and has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. The Series 2010 bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: The Duluth Clinic, Ltd., Essentia Health, Essentia Health St. Joseph's Medical Center, Essentia Health East, Essentia Health St. Mary's Medical Center and Essentia Health St. Mary's-Detroit Lakes are the conduit borrowers of the Series 2010 bonds. The conduit borrowers, The Duluth Clinic, Ltd., Essentia Health, Essentia Health St. Joseph's Medical Center, and Essentia Health St. Mary's-Detroit Lakes, have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Member, Essentia Health West is an indirect beneficiary of a portion of the Series 2010 borrowing and has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. Part 1, Column (f) Description of purpose: Series 2008A Reoffered: Reoffer Series 2008 A-1 and A-2 bonds issued March 4, 2008 to refinance a portion of the acquisition of certain assets of Essentia Health West in connection with the affiliation of Essentia Health with Essentia Health West. Series 2008B Reoffered: Reoffer Series 2008 B-1 bonds issued March 4, 2008 to refund Series 1999B bonds issued May 18, 1999 for construction projects and equipment purchases in Superior, WI and various Duluth Clinic locations in northwestern Wisconsin. Series 2008C Reoffered: Reoffer Series 2008 C-5 and 2008 C-4A bonds issued March 4, 2008 to refund Series 2004 bonds issued March 19, 2004 for various acquisitions, construction projects, capital improvements and equipment purchases in Duluth, Brainerd, and Detroit Lakes, MN and refund Series 1999A bonds issued May 18, 1999 for various acquisitions, construction projects, capital improvements and equipment purchases in Brainerd, Detroit Lakes and Duluth, MN and various Duluth Clinic sites in northern Minnesota. Series 2010: Refund Series 1993C and 1993E bonds issued January 15, 1993 and refund Series 2008 C-3 and 2008 C-4B bonds issued March 4, 2008 to refund Series 2004 bonds issued March 19, 2004 for various acquisitions, construction projects, capital improvements and equipment purchases in Duluth, Brainerd, and Detroit Lakes, MN and various Duluth Clinic sites in northern Minnesota and finance various construction projects, capital improvements and equipment purchased in Brainerd, Detroit Lakes and Duluth, MN and various Duluth Clinic sites in northern Minnesota. Part II, Line 3 Issue Price: Series 2008A Reoffered, Series 2008B Reoffered, Series 2008C Reoffered, and Series 2010 were issued by the Essentia Health Obligated Group. The issue price listed in Essentia Health Schedule K Part I Column (e) represents the Essentia Health Obligated Group's total borrowing. Part II, Lines 3 through 12 Proceeds: Series 2008A Reoffered, Series 2008B Reoffered, Series 2008C Reoffered, and Series 2010 were issued by the Essentia Health Obligated Group. A portion of the Series 2008A Reoffered, Series 2008B Reoffered, Series 2008C Reoffered, and Series 2010 borrowing were allocated to Essentia Health, an Essentia Health Obligated Group Member. The proceeds listed in Essentia Health Schedule K Part II Lines 3 through 12 represent Essentia Health allocated portion of the proceeds. Brainerd Lakes Integrated Health System 2024 S 6th St Brainerd MN 56401 371532145 Supporting MN 501(c)(3) 11 II Essentia Brainerd Medical Center Inc 2024 S 6th St Brainerd MN 56401 371532148 Clinic MN 501(c)(3) 3 BLIHS Bridges Medical Center 201 9th St W Ada MN 56510 200479568 Clinic/Hosp MN 501(c)(3) 3 Innovis Clearwater Valley Hospital and Clinics 301 Cedar Orofino ID 83544 820497771 Clinic/Hosp ID 501(c)(3) 3 CAG Divine Medical Services 709 N Lincoln Jerome ID 83338 202773717 Emergency Sr ID 501(c)(3) 3 SBFMC DL Surgery Center 1027 Washington Ave Detroit Lakes MN 56501 263837203 ASC MN 501(c)(3) 3 CAG ECHC Foundation 502 E 2nd St Duluth MN 55805 263359418 Foundation MN 501(c)(3) 11 I CAG Critical Access Group 503 E 3rd St Ste 400 Duluth MN 55805 261219624 Supporting MN 501(c)(3) 11 II Essentia St Benedict's Family Medical Center 709 N Lincoln Jerome ID 83338 820227163 Clinic/Hosp MN 501(c)(3) 3 CAG St Joseph's Medical Center 523 N 3rd St Brainerd MN 56401 410965602 Hospital MN 501(c)(3) 3 BLIHS St Mary's EMS 1027 Washington Ave Detroit Lakes MN 56501 411805811 Emergency Srv MN 501(c)(3) 9 SMRHC St Mary's Hospital & Clinics Inc PO Box 137 Cottonwood ID 83522 820226453 CLinic/Hosp ID 501(c)(3) 3 CAG St Mary's Innovis Health 1027 Washington Ave Detroit Lakes MN 56501 262861321 Clinic MN 501(c)(3) 3 Innovis St Mary's Regional Health Center 1027 Washington Ave Detroit Lakes MN 56501 411620386 Clinic/Hosp MN 501(c)(3) 3 Innovis Innovis Health LLC 1702 S University Dr Fargo ND 58103 261175213 Clinic/Hosp DE 501(c)(3) 3 Essentia Midwest Medical Equipment & Supply Inc 4418 Haines Rd Duluth MN 55811 411674021 Medical Equip MN 501(c)(3) 9 SMDC SMDC Medical Center 502 E 2nd St Duluth MN 55805 411878730 Clinic/Hosp MN 501(c)(3) 3 SMDC Pine Medical Center 109 Court Ave S Sandstone MN 55072 411884597 Hospital/Nurs MN 501(c)(3) 3 SMDC Polinsky Medical Rehabilitation Center 530 E 2nd St Duluth MN 55805 410691275 Clinic MN 501(c)(3) 3 SMMC St Mary's Duluth Clinic Foundation 400 E 3rd St Duluth MN 55805 412016979 Foundation MN 501(c)(3) 7 SMDC St Mary's Duluth Clinic Health System 407 E 3rd St Duluth MN 55805 411836633 Supporting MN 501(c)(3) 11 II Essentia St Mary's Hospital of Superior 3500 Tower Ave Superior WI 54880 411811073 Clinic/Hosp WI 501(c)(3) 3 SMMC St Mary's Medical Center 407 E 3rd St Duluth MN 55805 410695604 Hospital MN 501(c)(3) 3 SMDC The Duluth Clinic Ltd 400 E 3rd St Duluth MN 55805 410883623 Clinic MN 501(c)(3) 3 SMDC First Care Medical Services 900 Hilligross Blvd SE Fosston MN 56542 410706143 Clinic/Hospit MN 501(c)(3) 3 Innovis Minnesota Valley Health Center 621 S 4th St LeSueur MN 56058 410837659 Hospital/Nurs MN 501(c)(3) 3 CAG Essentia Institute of Rural Health 502 E 2nd St Duluth MN 55805 271291124 Research MN 501(c)(3) 4 Essentia Essentia Health Foundation 502 E 2nd St Duluth MN 55805 271984704 Foundation MN 501(c)(3) 7 Innovis Northern Pines Medical Center 5211 Hwy 110 Aurora MN 55705 410841441 Hospital/Nurs MN 501(c)(3) 3 SMDC Graceville Health Center 115 West Second St Graceville MN 56240 410726173 Clinic/Hospit MN 501(c)(3) 3 Innovis PMC-Gateway Imaging LLC 109 Court Ave S Sandstone MN 55072 261634764 Imaging Services MN NA N/A 0 0 0 0.00000 Essentia Health Insurance Services SPC Buckingham Sq 720 W Bay Rd PO 69 Grand Cayman Cayman Islands CJ KY1-1102 000000000 Insurance CJ NA Foreign Corp 10780911 42964571 1.00000 East Range Clinics Ltd 910 6th Ave N Virginia MN 55792 410909915 Clinics MN NA C 0 0 0.00000 true false false true false false false false false false true false false true true true true true Critical Access Group k 3900000 Critical Access Group n 1657548 Critical Access Group o 27980728 Critical Access Group r 933735 Brainerd Medical Center Inc p 711753 St Joseph's Medical Center p 4967395 St Joseph's Medical Center q 985801 Bridges Medical Center p 78330 Clearwater Valley Hospital and Clinics Inc p 398025 St Mary's Hospital & Clinics Inc p 410221 Minnesota Valley Health Center p 122815 St Benedict's Family Medical Center d 650000 St Benedict's Family Medical Center p 360641 St Mary's Regional Health Center p 4307060 St Mary's Regional Health Center q 61487 Innovis Health LLC k 3200004 Innovis Health LLC n 364273 Innovis Health LLC p 15698929 Innovis Health LLC q 1250527 Innovis Health LLC r 554631 Northern Pines Medical Center a 123781 SMDC Medical Center k 11724996 SMDC Medical Center n 10578721 SMDC Medical Center o 6864842 SMDC Medical Center p 7615432 SMDC Medical Center q 953265 St Mary's Hospital of Superior p 283023 The Duluth Clinic Ltd o 6150038 The Duluth Clinic Ltd p 12419760 The Duluth Clinic Ltd r 5585762 Essentia Health Insurance Services SPC Ltd p 4110405 Essentia Health Insurance Services SPC Ltd q 9030275