2011-05-12T16:21:42-05:00 2010-06-30 ERNST & YOUNG US LLP 75 BEATTIE PLACE SUITE 800 GREENVILLE SC 29601 990 2009-07-01 410883623 The Duluth Clinic LTD DULU 2187861421 400 East Third Street Duluth MN 55805 BARBARA JOHNSON 2187861421 2011-05-10 8642425740 2009 2016-02-24 21:20:13Z BARBARA JOHNSON CFO 407 EAST THIRD STREET DULUTH MN 55805 164885066 false X smdc.org X 1915 MN WE ARE HERE TO SERVE PATIENTS. 17 0 1505 0 75649 34870 2756280 1931449 367825693 158344821 -6743080 -3457099 1695867 3736057 365534760 160555228 4034 1043 0 0 235429756 110483390 0 0 0 140965572 65290965 376399362 175775398 -10864602 -15220170 208795979 207114251 457701853 475561984 -248905874 -268447733 WE ARE HERE TO SERVE PATIENTS. false false 145045060 1043 158344821 See Schedule O 145045060 true true false false false false false false false true false true false false false false false false false false false false false true true false false false false false false false false false false false false false false false true true false false true 199 0 true 1505 true true true true CJ false false false false false false false 17 0 false false false false true true true true true false false true true true true true true true true true true MN WI X BARBARA JOHNSON CFO 2187861421 407 EAST THIRD STREET DULUTH MN 55805 THOMAS G PATNOE MD 60.0 X X 0 622250 88719 JOSEPH A BIANCO MD 60.0 X 282240 6400 46759 RAHUL AGGARWAL MD 60.0 X 426832 0 42640 DAVID G ALEXANDER MD 60.0 X 877650 0 42648 LAURA BOEHLKE-BRAY MD 60.0 X 259023 13300 26184 JANUS D BUTCHER MD 60.0 X 335188 0 48983 ALBERT J DEIBELE MD 60.0 X 700741 0 51251 THOMAS E ELLIOTT MD 60.0 X 309970 0 35187 JEFFREY S ENGELSJERD MD 60.0 X 425695 0 49387 JEFFREY S GARLAND MD 60.0 X 309802 0 46372 KENNETH L IRONS MD 60.0 X 378449 0 45377 SCOTT W JOHNSON MD 60.0 X 553841 0 53118 THOMAS E KAISER MD 60.0 X 1077515 0 45313 DONALD A MUZZI MD 60.0 X 693165 0 50078 DANIEL A NIKCEVICH MD 60.0 X 615820 0 47377 ANNE C STEPHEN MD 60.0 X 112508 0 37246 TIMOTHY D ZAGER MD 60.0 X 275367 0 41527 MICHAEL C METCALF 60.0 X 0 422737 76772 ROBERT NORMAN 60.0 X 0 531094 106313 BARBARA JOHNSON 60.0 X 0 82570 12252 MICHAEL G MOTLEY 60.0 X 214287 0 61373 MICHAEL MCAVOY 60.0 X 0 208541 51165 ANN WATKINS 60.0 X 0 180160 48882 KIMBERLY A BODDICKER MD 60.0 X 647328 0 34318 SCOTT A ESKURI MD 60.0 X 663395 0 51576 WENDELL R SMITH MD 60.0 X 525643 0 48130 MICHAEL F MARKS 60.0 X 163735 0 21590 FREDERICK B HARRIS MD 60.0 X 1367727 0 49917 TROY D ERICKSON MD 60.0 X 1236564 0 48378 SUBBAREDDY KONDA MD 60.0 X 1169140 0 26734 MICHAEL A GIBBONS MD 60.0 X 1055032 0 41145 EDISON P MCDANIELS II MD 60.0 X 1054413 0 50019 CYNTHIA G SORENSEN 60.0 X 0 189265 57047 DAVID H AMUNDSON 0.0 X 0 172427 8426 PETER E PERSON MD 60.0 X 0 1202710 478102 15731070 3631454 2070305 508 true true false AIM HEALTHCARE SERVICES INC 1021 WINDCROS COURT FRANKLIN TN 37067 MEDICAL CLAIMS SERVI 900869 A L PARTNERSHIP LLP 11 E SUPERIOR ST SUITE 500 DULUTH MN 55802 PROP MANAGEMENT SCVS 321033 HEALTH BILLING SYSTEMS INC 14700 28TH AVE N SUITE 200 PLYMOUTH MN 55447 MEDICAL BILLING SVCS 305618 BLACK RIVER MILLS INC 701 W ARROWHEAD RD DULUTH MN 55812 LOCUM PHYSCIANS SVCS 213416 FREDRIKSON BYRON PA PO BOX 1484 MINNEAPOLIS MN 55480 LEGAL SERVICES 134632 8 81755 1671439 178255 1931449 PATIENT REVENUE 621400 158193719 158193719 JOINT VENTURE REVENUE-INT'L FALLS 621400 151102 151102 158344821 748895 748895 0 0 4000 4000 4000 4000 1881644 2324350 -1881644 -2324350 -4205994 -4205994 0 0 199493 123844 75649 75649 PARKING REVENUE 812930 170294 170294 PROFESSIONAL SERVICE REVENUE - INT'L FALLS 541900 2798303 2798303 MANAGEMENT SERVICE REVENUE - INT'L FALLS 541900 677096 677096 10715 10715 3656408 160555228 158344821 75649 203309 1043 1043 0 0 0 3970648 3970648 0 0 87672502 74761817 12910685 4819671 4260876 558795 9308115 6336577 2971538 4712454 3918291 794163 0 56238 56238 119759 119759 0 0 0 7649289 5017842 2631447 134455 4080 130375 34933615 33996141 937474 1942209 119652 1822557 0 4500976 1707057 2793919 719782 523528 196254 0 383080 213500 169580 1187736 86541 1101195 0 3704052 401565 3302487 1379837 1309605 70232 BAD DEBT 6093999 6092402 1597 MINNESOTA CARE TAX 1411239 1411155 84 MD ALLOWANCES 330722 325059 5663 UBI TAX 77442 77442 OTHER EXPENSES 666535 587681 78854 175775398 145045060 30730338 0 8310988 17819807 2229377 2251238 18343137 12827714 11163399 8712224 1970538 1981284 625734 65745 206882218 75977068 140386733 130905150 12494313 4413525 8189169 0 0 6652901 5082591 21484663 208795979 207114251 22102579 16152701 209866893 227411687 7346928 5678496 218385453 226319100 457701853 475561984 X -248905874 -268447733 -248905874 -268447733 208795979 207114251 X false true true X true true X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1094122 1094122 195351064 67468906 127882158 7899658 8045896 -146238 2537374 462266 2075108 130905150 INTEREST SWAP ASSET 1256416 DEFERRED FINANCING FEES 5069880 EMPLOYEE BENEFIT PLAN 457B 11182900 CAPITAL ACCUM INVESTMENT 1816133 SMDC ADMIN PENSION 2159334 21484663 0 BOND SWAP 11620222 FIN47 LIABILITY 975367 CAPITAL ACCUMULATION 1816133 POST RETIREMENT BENEFITS-NON PENSION 5797673 EXECUTIVE RETIREMENT PLAN 4999761 BENEFIT PLAN LIABILITY-457 PLAN 11182900 MISCELLANEOUS LIABILITIES 2798355 NET DUE TO AFFILIATES 187128689 226319100 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, 2010 no longer includes an ASC 740 footnote. X X X X true true false false false false false false false DAVID H AMUNDSON 0 0 0 0 0 172427 0 0 0 8426 0 180853 0 28744 THOMAS G PATNOE MD 0 454905 0 167345 0 0 0 62131 0 26588 0 710969 0 0 MICHAEL C METCALF 0 306907 0 115830 0 0 0 50184 0 26588 0 499509 0 0 ROBERT NORMAN 0 377302 0 123763 0 30029 0 60196 0 46117 0 637407 0 29138 JOSEPH A BIANCO MD 282240 6400 0 0 0 0 23000 0 23759 0 328999 6400 0 0 RAHUL AGGARWAL MD 426832 0 0 0 0 0 23000 0 19640 0 469472 0 0 0 DAVID G ALEXANDER MD 877650 0 0 0 0 0 23000 0 19648 0 920298 0 0 0 LAURA BOEHLKE-BRAY MD 259023 13300 0 0 0 0 23000 0 3184 0 285207 13300 0 0 JANUS D BUTCHER MD 335188 0 0 0 0 0 23000 0 25983 0 384171 0 0 0 ALBERT J DEIBELE MD 700741 0 0 0 0 0 23000 0 28251 0 751992 0 0 0 THOMAS E ELLIOTT MD 309970 0 0 0 0 0 23000 0 12187 0 345157 0 0 0 JEFFREY S ENGELSJERD MD 425695 0 0 0 0 0 23000 0 26387 0 475082 0 0 0 JEFFREY S GARLAND MD 309802 0 0 0 0 0 23000 0 23372 0 356174 0 0 0 KENNETH L IRONS MD 378449 0 0 0 0 0 23000 0 22377 0 423826 0 0 0 SCOTT W JOHNSON MD 553841 0 0 0 0 0 23000 0 30118 0 606959 0 0 0 THOMAS E KAISER MD 1077515 0 0 0 0 0 23000 0 22313 0 1122828 0 0 0 DONALD A MUZZI MD 693165 0 0 0 0 0 23000 0 27078 0 743243 0 0 0 DANIEL A NIKCEVICH MD 615820 0 0 0 0 0 23000 0 24377 0 663197 0 0 0 TIMOTHY D ZAGER MD 275367 0 0 0 0 0 23000 0 18527 0 316894 0 0 0 MICHAEL G MOTLEY 182323 0 31964 0 0 0 35381 0 25992 0 275660 0 0 0 MICHAEL MCAVOY 0 176545 0 31996 0 0 0 31908 0 19257 0 259706 0 0 ANN WATKINS 0 180160 0 0 0 0 0 29632 0 19250 0 229042 0 0 KIMBERLY A BODDICKER MD 647328 0 0 0 0 0 23000 0 11318 0 681646 0 0 0 SCOTT A ESKURI MD 663395 0 0 0 0 0 23000 0 28576 0 714971 0 0 0 WENDELL R SMITH MD 525643 0 0 0 0 0 23000 0 25130 0 573773 0 0 0 FREDERICK B HARRIS MD 1367727 0 0 0 0 0 23000 0 26917 0 1417644 0 0 0 TROY D ERICKSON MD 1236564 0 0 0 0 0 23000 0 25378 0 1284942 0 0 0 SUBBAREDDY KONDA MD 1169140 0 0 0 0 0 0 0 26734 0 1195874 0 0 0 MICHAEL A GIBBONS MD 1055032 0 0 0 0 0 23000 0 18145 0 1096177 0 0 0 EDISON P MCDANIELS II MD 1054413 0 0 0 0 0 24500 0 25519 0 1104432 0 0 0 MICHAEL F MARKS 158911 0 4824 0 0 0 8411 0 13179 0 185325 0 0 0 CYNTHIA G SORENSEN 0 155952 0 28093 0 5220 0 27650 0 29397 0 246312 0 5220 PETER E PERSON MD 0 846204 0 251744 0 104762 0 446515 0 31587 0 1680812 0 104762 SCHEDULE J EXPLANATIONS: SUPPLEMENTAL COMPENSATION INFORMATION: SCHEDULE J PART I LINE 3- SMDC HEALTH SYSTEM RELIED ON THE FOLLOWING METHODS FOR ESTABLISHING THE COMPENSATION FOR PRESIDENT TOM PATNOE: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACT, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. COMPENSATION FOR MIKE METCALF, EXECUTIVE VICE PRESIDENT, WAS ESTABLISHED USING THE FOLLOWING METHODS: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. SEVERANCE PAYMENT: PART I, LINE 4A- FORMER OFFICER, DAVID AMUNDSON, A FORMER EMPLOYEE OF RELATED ORGANIZATION, ST. MARY'S MEDICAL CENTER, RECEIVED PAYMENT TOTALING $145,987 IN TAX YEAR 2009 RELATED TO HIS TERMINATION. THE TERMINATION TERMS ARE JANUARY 7, 2008 UNTIL JULY 7, 2009. MR. AMUNDSON WILL RECEIVE PAY TOTALING $457,260 AND BENEFITS TOTALING $14,581 RELATED TO HIS TERMINATION. All other individuals listed as Formers in Form 990, Part VII, Section A, Line 1a remain employed within Essentia Health and its subsidiaries and are not receiving a severance payment. NONQUALIFIED RETIREMENT PLAN: SCHEDULE J PART I LINE 4B- THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A RECEIVED FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE YEAR: CYNTHIA SORENSEN (ST. MARY'S DULUTH CLINIC HEALTH SYSTEM) $ 5,220 PETER PERSON, MD (ST. MARY'S DULUTH CLINIC HEALTH SYSTEM) $104,792 ROBERT NORMAN (ECHC) $ 29,138 ST. MARY'S DULUTH CLINIC HEALTH SYSTEM'S NONQUALIFIED RETIREMENT PLAN IS OFFERED TO DESIGNATED ST. MARY'S DULUTH CLINIC HEALTH SYSYEM'S EXECUTIVES. THERE IS A MINIMUM TWO YEAR VESTING DATE, BENEFITS ARE SUBJECT TO INCOME TAXES UPON VESTING, AND BENEFITS ARE PAYABLE FROM ST. MARY'S DULUTH CLINIC HEALTH SYSTEM'S GENERAL ASSETS. ECHC'S NONQUALIFIED RETIREMENT PLAN IS OFFERED TO ECHC EXECUTIVES. THERE IS A MINIMUM TWO YEAR VESTING DATE, BENEFITS ARE SUBJECT TO INCOME TAXES UPON VESTING AND BENEFITS ARE PAYABLE FROM ECHC'S GENERAL ASSETS. Minnesota Agricultural and Economic Development Bd 416007162 604920Z43 2008-05-02 42909274 SERIES 2008E - SEE SCHEDULE O false false Cass County North Dakota 456002205 148047AU7 2010-02-25 59573111 SERIES 2008A - SEE SCHEDULE O false false Wisconsin Health & Education Facilities Authority 391337855 97710BSD5 2010-02-25 12854722 SERIES 2008B - SEE SCHEDULE O false false Minnesota Agricultural and Economic Development Bd 416007162 6049202H0 2010-02-25 165717405 SERIES 2008C - SEE SCHEDULE O false false Minnesota Agricultural and Economic Development Bd 416007162 6049202M9 2010-06-25 109535000 SERIES 2010 - SEE SCHEDULE O false false 15010957 0 0 0 605631 0 0 true false false true 28440203 0 0 0 0 0 0 true false false true 6136844 0 0 0 0 0 0 true false false true 79113489 0 0 1742302 906723 0 0 true false false true 52770988 0 0 0 220215 0 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 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 false false false false false false true false false false false SCHEDULE O EXPLANATIONS: STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS: PART III LINE 4- The Duluth Clinic, Ltd., is a nationally recognized multi-specialty group with more than 400 physicians who work throughout Essentia Health System's four hospitals and 12 regional clinics across northeastern Minnesota and northwestern Wisconsin. Our physicians cover 55 medical specialties and subspecialties. The clinic is organized and operated exclusively for charitable, scientific, and educational purposes. The clinic offers a broad range of outpatient services for its patients, including family practice, obstetrics and gynecology, behavioral health, cancer, orthopedics, neuroscience, digestive health, family, pediatrics services, weight management and heart and vascular services. In addition to the medical specialties the clinic also operates pharmacies, optical centers, infusion therapy centers, and a cancer center. Beyond its clinical services, The Duluth Clinic also offers educational programs for the community, such as parenting classes and child safety programs such as bicycle helmet fitting, bicycle safety, and pedestrian safety. The Duluth Clinic also participates in continuing education programs for health care professionals. The Duluth Clinic employs over 760 full time equivalents. The clinics had over 385,000 patient encounters during the fiscal year. The Duluth Clinic provided approximately $1,000,000 in charity care as well as an additional $11,300,000 of costs incurred in excess of Medicaid payments received during the fiscal year ended June 30, 2010. Further community benefits provided during the fiscal year include community services of over $1,650,000. FORM 990 GOVERNANCE, MANAGEMENT, AND DISCLOSURE: PART VI LINE 6- St. Mary's Duluth Clinic Health System may elect one or more members of the governing body as described in Schedule O Part VI 7a. Essentia Health has reserved powers with respect to The Duluth Clinic LTD. as described in Schedule O Part VI Line 7b. FORM 990 GOVERNANCE, MANAGEMENT, AND DISCLOSURE: PART VI LINE 7A- According to its Bylaws, St. Mary's Duluth Clinic Health System shall appoint and remove The Duluth Clinic LTD.'s governing body. FORM 990 GOVERNANCE, MANAGEMENT, AND DISCLOSURE: PART VI LINE 7B- The Duluth Clinic LTD. is a subsidiary of Essentia Health, whose Board of Directors has reserved powers with respect to this corporation and its subsidiaries, and all of the other direct and indirect subsidiaries of Essentia Health (collectively, the "System"). Essentia Health's reserved powers are as follows: Strategic and Business Plans. Authority to create, and to approve, the System's strategic and business plans. Mission. Authority to create, and to approve, the mission, purpose and vision statements for all entities in the System by the affirmative vote of at least 67% of the Essentia Health board of directors. Debt. Approval of the incurrence of debt by, and the creation of all mortgages, liens, security interests, or other encumbrances on the assets of, all entities in the System in excess of the single or annual aggregate dollar limits prescribed in writing by the Essentia Health board of directors, and the authority to cause all entities in the System to participate in System borrowing. Governing Instruments. Authority to cause, and to approve, amendments of the articles of incorporation and bylaws of all entities in the System. Mergers and Acquisitions. Authority to cause, and to approve, all mergers, consolidations, and dissolutions of all entities in the System. Affiliations and Joint Ventures. Authority to cause, and to approve, all affiliations, joint ventures and other alliances with third parties of all entities in the System. Transfer of Assets Within the System. Authority to transfer assets, including cash, between and among entities within the System; provided, however, that Essentia Health shall not have authority to require any entity in the System to transfer assets (a) that would cause such entity to be in default of its covenants or obligations under any bond or other financing documents; (b) from the Catholic entities to the secular entities or from the secular entities to the Catholic entities in a manner or to an extent that would cause the Catholic entities to be in violation of the Ethical and Religious Directives for Catholic Health Care Services in the judgment of the local ordinary; or (c) such that money generated by services at secular facilities within the System by procedures that are contrary to the Ethical and Religious Directives for Catholic Health Care Services would be used at the Catholic entities or money generated by Catholic entities would be used in the providing of services contrary to the Ethical and Religious Directives for Catholic Health Care Services at secular facilities within the System. Transfer of Assets Outside the System. Authority to cause, and to approve, the sale, lease or other transfer of assets of all entities in the System to parties outside of the System when the asset's value exceeds the single or annual aggregate dollar limits prescribed in writing by the Essentia Health board of directors. Services. Authority to cause, and to approve, the addition of new services and service locations and the discontinuance of services and service locations within all entities in the System. Budgets. Approval of capital and operating budgets of all entities in the System. Professional Services. Selection of the general legal counsel and external auditors of all entities in the System. Acquisitions. Authority to cause, and to approve, all acquisitions by and formations of entities in the System. Marketing, Authority to implement System-wide marketing and promotional activities. Compliance Plans. Authority to create, and to approve, corporate compliance, safety and risk management plans for entities within the System. Quality Plan. Authority to create, and to approve, the System's quality plan. Non-Budgeted Purchases. Approval of non-budgeted capital purchases and leases in excess of the single or annual aggregate dollar limits prescribed in writing by Essentia Health for entities within the System. Human Resources. Authority to create human resource policies and procedures within the System. Reserved Powers. Authority to create additional Essentia Health reserved powers by the affirmative vote of at least 80% of the Essentia Health board of directors (excluding the Essentia Health CEO); provided, however, that any additional Essentia Health reserved powers shall not contravene or hinder the reserved powers of Benedictine Sisters Benevolent Association. SCHEDULE O EXPLANATION CONTINUED: FORM 990 GOVERNANCE, MANAGEMENT, AND DISCLOSURE: PART VI LINE 11A- The 2009 Form 990 including all schedules were reviewed by The Duluth Clinic LTD.'s management and SMDC Health System's governing body on May 4, 2011 prior to filing with the Internal Revenue Service. Each current director of the governing body received a copy of the 2009 Form 990. The Duluth Clinic LTD.'s CFO led the review of the forms and schedules and any questions were discussed. FORM 990 GOVERNANCE, MANAGEMENT, AND DISCLOSURE: PART VI LINE 12C- I. Interested Persons shall annually disclose relationships which might lead to a conflict of interest by completing a conflict of interest disclosure form. The General Counsel may revise and update the form periodically within his/her professional discretion. II. Essentia Health shall be responsible for the annual distribution of conflict of interest forms and review of disclosures for the governing bodies of The Duluth Clinic, LTD. and regional locations and for senior management employees of The Duluth Clinic, LTD.. III. Senior management of the regional locations shall be responsible for the implementation of this policy and procedure within their respective direct and indirect subsidiaries. IV. Transactions with parties with whom a conflict of interest exists may be undertaken only if all of the following are observed: A. the conflict of interest is fully disclosed; B. the Interested Person with the conflict of interest does not participate in the approval of such transactions; C. if practical or appropriate, a competitive bid or comparable valuation is obtained; and D. the Board or committee of the Board has determined that the transaction is in the best interest of the organization. V. Disclosure by any Interested Person other than a Board or committee member should be made to the chief executive officer (or if she or 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 or 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. VI. 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 The Duluth Clinic, LTD. 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 The Duluth Clinic, LTD. 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 or 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. OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN: FORM 990, PART VI, QUESTION 15A- The executive compensation committee of the board of directors of SMDC Health System fulfills the board's responsibility regarding compensation of SMDC Health System's (SMDC) executives consistent with SMDC's mission, values, and tax exempt status. The committee reviews and makes decisions based on information presented by the SMDC President and Chief Administrative Officer concerning the performance of the system and senior executives of SMDC. The committee provides oversight for incentive compensation program(s) in a manner consistent with the executive compensation philosophy, annually they evaluate the performance of SMDC against approved corporate goals and objectives, including a review of system results and supporting documentation for all members covered by the SMDC incentive compensation program and report such findings to the Essentia Health Executive Compensation Committee. - The year this process was last undertaken for SMDC was 2009. OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN: FORM 990, PART VI, QUESTION 15B- Essentia's Chief Financial Officer's compensation is determined by the Executive Compensation Committee of Essentia Health's Board of Directors. 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, 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 & modifying, as appropriate, reasonable compensation & benefits for Essentia's Chief Executive Officer. The executive compensation committee engages qualified independent compensation advisors to provide objective & impartial comparative data & to express opinions on total compensation reasonableness. The executive compensation committee may request its independent advisors to: monitor comparability data & marketplace trends; make appropriate recommendations regarding salary ranges; & periodically review the market competitiveness of Essentia's executive compensation packages. Prior to establishing or adjusting executive compensation, the executive compensation committee will obtain & 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 & the date approved; the executive compensation committee members present during the review, discussion & approval of the proposed compensation & those who voted on the proposed compensation; identification of the comparability data obtained & relied upon by the executive compensation committee & how the data was obtained; any actions by a member of the executive compensation committee having a conflict of interest; & documentation of the basis for the determination. - The year this process was last undertaken for Essentia's CFO was 2008. SCHEDULE O EXPLANATION CONTINUED: FORM 990 GOVERNANCE, MANAGEMENT, AND DISCLOSURE: PART VI LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, & FINANCIAL STATEMENTS TO THE PUBLIC- The Duluth Clinic LTD makes its governing documents, conflict of interest policy, and financial statements available to the public. The Duluth Clinic LTD's governing documents, conflict of interest policy, and financial statements are available to the public upon request. The Duluth Clinic is part of Essentia Health's consolidated financials statements which are included in Essentia Health's annual report posted on Essentia Health's web site. HOURS DEVOTED TO RELATED ORGANIZATIONS: PART VII SECTION A LINE 1A COLUMN B- Tom Patnoe, MD, is employed by SMDC Medical Center as President and Chief Medical Officer. 100% of his time is spent furthering the purpose of SMDC Health System and all of it's related organizations. Michael Metcalf, is employed by SMDC Medical Center as one of SMDC Health System's Executive Vice Presidents. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Robert Norman is employed by ECHC as Essentia Health's Chief Financial Officer. 100% of his time is spent furthering the purpose of Essentia Health and related organizations. Barbara Johnson is employed by SMDC Medical Center as Chief Financial Officer. 100% of her time is spent furthering the purpose of SMDC Health System and all of it's related organizations. Joseph Bianco, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Rahul Aggarwal, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. David Alexander, MD is employed by The Duluth Clinic, Ltd. 100% of her time is spent furthering the purpose of SMDC Health System and it's related organizations. Laura Boehlke-Bray, MD is employed by The Duluth Clinic, Ltd. 100% of her time is spent furthering the purpose of SMDC Health System and it's related organizations. Janus Butcher, MD is employed by The Duluth Clinic, Ltd. 100% of her time is spent furthering the purpose of SMDC Health System and it's related organizations. Albert Deibele, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Thomas Elliott, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Jeffrey Engelsjerd, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Jeffrey Garland, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Kenneth Irons, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Scott Johnson, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Thomas Kaiser, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Donald Muzzi, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Daniel Nikcevich, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Anne C. Stephen, MD is employed by The Duluth Clinic, Ltd. 100% of her time is spent furthering the purpose of SMDC Health System and it's related organizations. Timothy Zager, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Mike Motley, is employed by The Duluth Clinic, Ltd. as one of SMDC Health System's Vice Presidents. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Michael Mcavoy, is employed by SMDC Medical Center as one of SMDC Health System's Vice Presidents. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Ann Watkins, is employed by SMDC Medical Center as one of SMDC Health System's Vice Presidents. 100% of her time is spent furthering the purpose of SMDC Health System and it's related organizations. Kimberly Boddicker, MD is employed by The Duluth Clinic, Ltd. 100% of her time is spent furthering the purpose of SMDC Health System and it's related organizations. Scott Eskuri, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Wendell Smith, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Frederick Harris, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Troy Erickson, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Subareddy Konda, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Michael Gibbons, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Edison McDaniels II, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Michael Marks, MD is employed by The Duluth Clinic, Ltd. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. Peter Person, MD is employed by SMDC Medical Center as SMDC Health System's Chief Executive Officer. 100% of his time is spent furthering the purpose of SMDC Health System and it's related organizations. PART XI LINE 3: CONSOLIDATED A-133- The Duluth Clinic LTD., as part of Essentia Health's consolidated financial statements, was required and underwent a consolidated audit set forth in the Single Audit Act and OMB Circular A-133. The consolidated audit is reviewed by the Essentia Health Audit Committee. SCHEDULE O EXPLANATION CONTINUED: SCHEDULE K: FURTHER INFORMATION- 1) 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, ECHC, St. Mary's Duluth Clinic Health System, St. Joseph's Medical Center, St. Mary's Regional Health Center, St. Mary's Medical Center, Inc., SMDC Medical Center, formerly known as Miller-Dwan Medical Center, Inc., Nat G. Polinsky Memorial Rehabilitation Center, Inc., St. Mary's Hospital of Superior, Brainerd Medical Center, Inc., Brainerd Lakes Integrated Health System, St. Mary's Innovis Health, The Duluth Clinic, Ltd. and Innovis Health, LLC (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. Series 2008E: The Series 2008E bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: St. Mary's Duluth Clinic Health System, The Duluth Clinic, Ltd., Essentia Health, St. Mary's Medical Center, Inc. and SMDC Medical Center are the conduit borrowers of the Series 2008E bonds. The conduit borrower, The Duluth Clinic, Ltd., has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. The Obligated Group Member, Innovis Health, LLC, is an indirect beneficiary of a portion of the Series 2008E borrowing and has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. Series 2008A Reoffered: 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. The Obligated Group Members, ECHC, Innovis Health, LLC, The Duluth Clinic, Ltd., and St. Mary's Regional Health Center, 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. Series 2008B Reoffered: 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 St. Mary's Hospital of Superior are the conduit borrowers of the Series 2008B reoffered bonds. The conduit borrower, The Duluth Clinic, Ltd., has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. The Obligated Group Members, ECHC, Innovis Health, LLC, and St. Mary's Regional Health Center, 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. Series 2008C Reoffered: The Series 2008C reoffered bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: St. Mary's Duluth Clinic Health System, St. Joseph's Medical Center, St. Mary's Regional Health Center, The Duluth Clinic, Ltd., Essentia Health, and St. Mary's Medical Center, Inc. are the conduit borrowers of the Series 2008C reoffered bonds. The conduit borrowers, St. Mary's Regional Health Center 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 Members, ECHC and Innovis Health, LLC, are indirect beneficiaries of a portion of the Series 2008C reoffered borrowing and have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. Series 2010: The Series 2010 bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: The Duluth Clinic, Ltd., Essentia Health, St. Joseph's Medical Center, St. Mary's Duluth Clinic Health System, St. Mary's Medical Center, Inc. and St. Mary's Regional Health Center are the conduit borrowers of the Series 2010 bonds. The conduit borrowers, The Duluth Clinic, Ltd., Essentia Health, St. Joseph's Medical Center, and St. Mary's Regional Health Center, have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Members, ECHC and Innovis Health, LLC, are indirect beneficiaries of a portion of the Series 2010 borrowing and have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. 2) Part I Column (e) - issue price listed on the filed Form 8038: Series 2008E were issued by the Essentia Health Obligated Group. The issue price listed in The Duluth CLinic LTD.'s Schedule K Part I Column (e) represents the Essentia Health Obligated Group's total borrowing. Series 2008A were issued by the Essentia Health Obligated Group. The issue price listed in The Duluth CLinic LTD.'s Schedule K Part I Column (e) represents the Essentia Health Obligated Group's total borrowing. Series 2008B were issued by the Essentia Health Obligated Group. The issue price listed in The Duluth CLinic LTD.'s Schedule K Part I Column (e) represents the Essentia Health Obligated Group's total borrowing. Series 2008C were issued by the Essentia Health Obligated Group. The issue price listed in The Duluth CLinic LTD.'s Schedule K Part I Column (e) represents the Essentia Health Obligated Group's total borrowing. Series 2010 were issued by the Essentia Health Obligated Group. The issue price listed in The Duluth CLinic LTD.'s Schedule K Part I Column (e) represents the Essentia Health Obligated Group's total borrowing. SCHEDULE O EXPLANATION CONTINUED: 3) Part II Lines 1 through 7 - proceeds: Series 2008E were issued by the Essentia Health Obligated Group. A portion of the Series 2008E borrowing was allocated to The Duluth Clinic LTD., an Essentia Health Obligated Group Member. The proceeds listed in The Duluth Clinic LTD.'s Schedule K Part II Lines 2 through 7 represent The Duluth Clinic LTD. allocated portion of the proceeds. Series 2008A were issued by the Essentia Health Obligated Group. A portion of the Series 2008A borrowing was allocated to The Duluth Clinic LTD., an Essentia Health Obligated Group Member. The proceeds listed in The Duluth Clinic LTD.'s Schedule K Part II Lines 2 through 7 represent The Duluth Clinic LTD. allocated portion of the proceeds. Series 2008B were issued by the Essentia Health Obligated Group. A portion of the Series 2008B borrowing was allocated to The Duluth Clinic LTD., an Essentia Health Obligated Group Member. The proceeds listed in The Duluth Clinic LTD.'s Schedule K Part II Lines 2 through 7 represent The Duluth Clinic LTD. allocated portion of the proceeds. Series 2008C were issued by the Essentia Health Obligated Group. A portion of the Series 2008C borrowing was allocated to The Duluth Clinic LTD., an Essentia Health Obligated Group Member. The proceeds listed in The Duluth Clinic LTD.'s Schedule K Part II Lines 2 through 7 represent The Duluth Clinic LTD. allocated portion of the proceeds. Series 2010 were issued by the Essentia Health Obligated Group. A portion of the Series 2010 borrowing was allocated to The Duluth Clinic LTD., an Essentia Health Obligated Group Member. The proceeds listed in The Duluth Clinic LTD.'s Schedule K Part II Lines 2 through 7 represent The Duluth Clinic LTD. allocated portion of the proceeds. 4) Part II Line 5 - Identify portions of the amount entered relating to issuance costs and credit enhancement fees: Series 2008E: Of the total amount reported in Part II Line 5, $327,722 represents the amount of proceeds used to pay bond issuance costs and $277,909 represents the amount used to pay fees for credit enhancement. Series 2008C Reoffered: The total amount reported in Part II Line 5 represents the amount of proceeds used to pay bond issuance costs. Series 2010: The total amount reported in Part II Line 5 represents the amount of proceeds used to pay bond issuance costs. SCHEDULE K PART I COLUMN (F): DESCRIPTION OF PURPOSE- Series 2008E: Refinance Series 1997 bonds issued December 18, 1997 to finance equipment purchases in Duluth, MN. Series 2008A: Refund Series 2008 A-1 and A-2 bonds issued March 4, 2008 to refinance a portion of the acquisition of certain assets of Innovis Health in connection with the affiliation of Essentia Health with Innovis Health. Series 2008B: Refund 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: Refund 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. SCHEDULE K PART II LINE 8: YEAR OF SUBSTANTIAL COMPLETION- N/A SCHEDULE K PART III LINE 3C: ROUTINELY ENGAGE BOND COUNSEL TO REVIEW MANAGEMENT, SERVICE CONTRACTS, OR RESEARCH AGREEMENTS- None SCHEDULE R PART V COLUMN C: METHOD USED TO DETERMINE VALUE OF SERVICES, CASH, AND OTHER ASSETS- The methods used to determine the amounts in Schedule R Part V Column C were: -Reimbursement of actual costs -Fee based upon expected costs -Reimbursement of actual costs -Fee based upon expected costs BRAINERD LAKES INTEGRATED HEALTH SYSTEM 2024 S 6TH ST BRAINERD MN 56401 371532145 SUPPORT ORG MN 501 C 3 11 II ECHC 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 WEST ADA MN 56510 200479568 CLINIC HOSPIT MN 501 C 3 3 ECHC CLEARWATER VALLEY HOSPITAL & CLINICS INC 301 CEDAR OROFINO ID 83544 820497771 CLINIC HOSPIT ID 501 C 3 3 ECHC DIVINE MEDICAL SERVICES 709 N LINCOLN JEROME ID 83338 202773717 EMERGENCY SER ID 501 C 3 3 SBFMC DL SURGERY CENTER 1027 WASHINGTON AVE DETROIT LAKES MN 56501 263837203 ASC MN 501 C 3 3 ECHC ECHC FOUNDATION 502 E 2ND ST DULUTH MN 55805 263359418 FOUNDATION MN 501 C 3 11 I ECHC ECHC 503 E 3RD ST DULUTH MN 55805 261219624 SUPPORT ORG MN 501 C 3 11 I ESSENTIA FIRST CARE MEDICAL SERVICES 900 HILLIGROSS BLVD SE FOSSTON MN 56542 410706143 CLINIC HOSPIT MN 501 C 3 3 ECHC MINNESOTA VALLEY HEALTH CENTER INC 621 S 4TH ST LE SUEUR MN 56058 410837659 HOSPITAL NURS MN 501 C 3 3 ECHC ST BENEDICTS FAMILY MEDICAL CENTER 709 N LINCOLN JEROME ID 83338 820227163 CLINIC HOSPIT ID 501 C 3 3 ECHC ST JOSEPHS MEDICAL CENTER 523 N 3RD ST BRAINERD MN 56401 410695602 HOSPITAL MN 501 C 3 3 BLIHS ST MARYS EMS 1027 WASHINGTON AVE DETROIT LAKES MN 56501 411805811 EMERGENY SERV MN 501 C 3 9 SMRHC ST MARYS HOSPITAL AND CLINICS INC P O BOX 137 COTTONWOOD ID 83522 820226453 CLINIC HOSPIT ID 501 C 3 3 ECHC ST MARYS INNOVIS HEALTH 1027 WASHINGTON AVE DETROIT LAKES MN 56501 262863121 CLINIC MN 501 C 3 3 ECHC ST MARYS REGIONAL HEALTH CENTER (SMRHC) 1027 WASHINGTON AVE DETROIT LAKES MN 56501 411620386 CLINIC HOSPIT MN 501 C 3 3 ECHC ESSENTIA HEALTH 502 E 2ND ST DULUTH MN 55805 200360007 SUPPORT ORG MN 501 C 3 11 III FI NA ESSENTIA INSTITUTE OF RURAL HEALTH 502 E 2ND ST DULUTH MN 55805 271291124 RESEARCH MN 501 C 3 4 ESSENTIA INNOVIS HEALTH LLC 1702 S UNIVERSITY DR FARGO ND 58103 261175213 CLINIC HOSPIT DE 501 C 3 3 ESSENTIA INNOVIS HEALTH FOUNDATION 502 E 2ND ST DULUTH MN 55805 271984704 FOUNDATION MN 501 C 3 7 INNOVIS MIDWEST MEDICAL EQUIP & SUPPLY INC 4418 HAINES RD DULUTH MN 55811 411674021 MEDICAL EQUIP MN 501 C 3 9 SMDC PINE MEDICAL CENTER 109 COURT AVE S SANDSTONE MN 55072 411884597 CLINIC HOSPIT MN 501 C 3 3 SMDC POLINSKY MEDICAL REHAB CENTER 530 E 2ND ST DULUTH MN 55805 410691275 CLINIC HOSPIT MN 501 C 3 3 SMMC SMDC MEDICAL CENTER 502 E 2ND ST DULUTH MN 55805 411878730 CLINIC HOSPIT MN 501 C 3 3 SMDC ST MARYS DULUTH CLINIC FOUNDATION 400 E 3RD ST DULUTH MN 55805 412016979 FOUNDATION MN 501 C 3 7 SMDC ST MARYS DULUTH CLINIC HEALTH SYS (SMDC) 407 E 3RD ST DULUTH MN 55805 411836633 CLINIC HOSPIT MN 501 C 3 3 ESSENTIA ST MARYS HOSPITAL OF SUPERIOR 3500 TOWER AVE SUPERIOR WI 54880 411811073 CLINIC HOSPIT WI 501 C 3 3 SMMC ST MARYS MEDICAL CENTER (SMMC) 407 E 3RD ST DULUTH MN 55805 410695604 CLINIC HOSPIT MN 501 C 3 3 SMDC PMC GATEWAY IMAGING LLC 109 COURT AVE S SANDSTONE MN 55072 261634764 IMAGING SERVICES MN NA NONE 0 0 false 0 EAST RANGE CLINICS LTD 910 6TH AVE N VIRGINIA MN 55792 410909915 CLINICS MN DULUTH CLINIC C -97720 1752607 1.00000 ESSENTIA HEALTH INS SERVICES SPC LTD BUCKINGHAM SQ 720 W BAY RD PO BX69 GRAND CAYMAN CAYMAN ISLANDS CJ KY1-1102 000000000 INSURANCE CJ NA FOREIGN CORP 0 0 0.00000 false true false false false true false false false false false true false false true true true false ESSENTIA INST OF RURAL HLTH 27-1291124 F 325178 ESSENTIA INST OF RURAL HLTH 27-1291124 Q 2211604 ESSENTIA INST OF RURAL HLTH 27-1291124 P 467894 ESSENTIA INST OF RURAL HLTH 27-1291124 O 336897 ST MARYS MEDICAL CENTER 41-0695604 Q 322000000 ST MARYS MEDICAL CENTER 41-0695604 O 85092 ST MARYS DULUTH CLINIC FOUND 41-2016979 B 71332 ST MARYS DULUTH CLINIC FOUND 41-2016979 P 103296 SMDC MEDICAL CENTER 41-01878730 Q 4000000 SMDC MEDICAL CENTER 41-01878730 O 147787 ST MARYS MEDICAL CENTER 41-0695604 P 86639 ECHC 26-1219624 O 7217542 ESSENTIA HEALTH 20-0360007 O 4240732 ESSENTIA HEALTH 20-0360007 Q 1203885