2024-11-13T18:31:04-06:00 2023-12-31 135565207 KPMG LLP 350 N 5TH STREET SUITE 600 MINNEAPOLIS MN 55401 990 2023-01-01 830379473 STILLWATER MEDICAL GROUP STIL 9528836584 8170 33RD AVENUE SOUTH PO BOX 1309 MINNEAPOLIS MN 554401309 ALITA R RISINGER CFO 9528836584 2024-11-13 1 0 HOLLY K MOEN P01800653 6123055000 2023 2024-10-15 13:58:12Z ALITA R RISINGER 8170 33RD AVENUE SOUTH PO BOX 1309 MINNEAPOLIS MN 554401309 317277 0 X WWW.STILLWATERMEDICALGROUP.COM X 2003 MN TO MEET THE HEALTHCARE NEEDS OF INDIVIDUALS, FAMILIES & COMMUNITIES OF THE ST. CROIX VALLEY 13 8 354 8 0 0 10931 9750 192698 21796 68283 113718 162041 172013 433953 317277 0 0 0 0 0 0 0 0 0 6578536 4982940 6578536 4982940 -6144583 -4665663 19489067 22124131 2684219 5134946 16804848 16989185 X TO MEET THE HEALTHCARE NEEDS OF INDIVIDUALS, FAMILIES & COMMUNITIES OF THE ST. CROIX VALLEY. 0 0 4441838 21796 SEE SCHEDULE O - EXEMPT PURPOSE AND ACHIEVEMENTS FOR A DESCRIPTION OF PROGRAM SERVICE ACCOMPLISHMENTS 4441838 1 0 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 354 1 0 0 0 0 0 0 0 0 0 0 0 0 X 13 8 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X KEVIN J BRANDT 9528836584 8170 33RD AVE S BLOOMINGTON MN 55440 X BRETT C HAAKE MD DIRECTOR 0.50 54.50 X 0 730568 113054 MIKE ANDERSON DIRECTOR AND CHAIR 0.58 0.00 X X 0 0 0 ELIZABETH BRADSHAW DIRECTOR 0.58 0.00 X 0 0 0 JASON HOWARD DIRECTOR 0.58 0.00 X 0 0 0 SUE HEDLUND DIRECTOR & VICE CHAIR 0.58 0.00 X X 0 0 0 JOHN UPPGREN DIRECTOR 0.58 0.00 X 0 0 0 BRIAN L CRESS MD DIRECTOR 0.50 44.50 X 0 347743 40815 MICHAEL FUNK DIRECTOR 0.58 0.00 X 0 0 0 PAHOUA HOFFMAN DIRECTOR 0.50 49.50 X 0 427857 105197 ANNIE JACOBSEN MD DIRECTOR 0.50 49.50 X 0 569641 69516 ALITA RISINGER DIRECTOR 0.50 49.50 X 0 574234 112052 KHU THAO DIRECTOR 0.58 0.00 X 0 0 0 STEVEN C HOUSH DIRECTOR (JAN-APR) 0.50 49.50 X 0 317969 45951 SHARON TOLVA DIRECTOR & TREASURER 0.58 0.00 X X 0 0 0 KEVIN J BJORK MD DIRECTOR (JAN-AUG) 0.50 15.00 X 0 274610 42519 PHAEDRA COFIELD DIRECTOR (JAN-NOV) 0.58 0.00 X 0 0 0 PATRICK T COURNEYA MD DIRECTOR (JAN-APR) 0.50 54.50 X 0 494297 76938 NICHOLAS MEYER MD DIRECTOR (JAN-OCT) 0.58 0.00 X 0 0 0 DOUGLAS E JOHNSON CFO 4.00 51.00 X 0 603783 44121 THOMAS S ANDERSON VP MEDICAL AFFAIRS 0.50 44.50 X 0 479739 67935 MATTHEW A RICHIE VP ADMINISTRATION 44.50 0.50 X 403091 0 47575 NANCY L EVERT SEC. & GENERAL COUNSEL 0.50 54.50 X 0 811272 238674 BRANDI L LUNNEBORG PRESIDENT 0.50 59.50 X 0 671461 139951 EMILIENNE ANDERSON VP NURSING SERVICES & CNO 0.50 49.50 X 0 253764 25767 SONYA K STEINER DIRECTOR VALLEY CLINIC 50.00 0.00 X 197985 0 13026 MICHAEL MEYER PHYSICIAN ASSISTANT 45.00 0.00 X 186334 0 12634 NICOLAS P WANNER PHYSICIAN ASSISTANT 50.00 0.00 X 266723 0 34840 LAURA J MEYER NURSE PRACTITIONER 48.00 0.00 X 231102 0 30209 SAMUEL G JOHNSON PHYSICIAN ASSISTANT 40.00 0.00 X 204453 0 28825 ANDREW E DORWART MD FORMER SMG PRESIDENT 0.00 0.00 X 0 282322 61384 THEODORE WEGLEITNER FORMER PRESIDENT 0.00 0.00 X 0 269652 13842 NATHAN S PULSCHER FORMER VP ANCILLARY SERVICES 0.00 50.00 X 0 313799 66188 1489688 7422711 1431013 33 1 1 0 INTERIM HEALTHCARE STAFFING 2950 METRO DR STE 11 BLOOMINGTON MN 55425 STAFFING 1546149 MIDWEST RADIOLOGY 2355 HWY 36 W STE 100 ROSEVILLE MN 55113 RADIOLOGY PROFESSIONAL SERVICES 272533 SAGILITI 23505 SMITHTOWN RD STE 280 EXCELSIOR MN 553314550 ENERGY CONSULTANT 248910 MARSDEN BLDG MAINTENANCE PO BOX 1150 MINNEAPOLIS MN 55480 CONSTRUCTION 243663 ENCORE ONE 10350 BREN ROAD W HOPKINS MN 55343 CONSULTANT 142750 7 9750 9750 CONTRACT REVENUE 624410 21796 21796 21796 113718 113718 172013 0 172013 172013 172013 317277 21796 0 285731 405781 349217 56564 2053867 1881680 172187 2523292 2210941 312351 4982940 4441838 541102 0 2632500 4661838 73529 2014026 226418 260132 37271753 22083618 16556620 15188135 19489067 22124131 2684219 5134946 2684219 5134946 X 16804848 16989185 16804848 16989185 19489067 22124131 X -4665663 4850000 X 0 1 X 1 0 X X 3 LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION INC 411386635 3 1 0 0 GROUP HEALTH PLAN INC 410797853 3 1 0 0 LAKEVIEW HEALTH 300221189 10 1 0 0 3 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 PART I, LINE 12G, COLUMNS (V) & (VI) - AMOUNT OF SUPPORT NO DIRECT MONETARY SUPPORT IS INDICATED FROM STILLWATER MEDICAL GROUP (SMG) TO ITS SUPPORTED ORGANIZATIONS: HOWEVER, SMG IS EMPLOYING NON-PHYSICIAN STAFF AND OWNING/OPERATING BUILDINGS THAT ARE USED BY ITS SUPPORTED ORGANIZATION GHI TO OPERATE CLINICS IN SUPPORT OF LAKEVIEW HEALTH AND LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION. PART IV SECTION A, LINE 2 LAKEVIEW HEALTH ONE OF SMG'S SUPPORTED ORGANIZATIONS IS ALSO A SUPPORTING ORGANIZATION. LAKEVIEW HEALTH IS NOT A 509(A)(1) OR (A)(2) ENTITY - INSTEAD A 509(A)(3). PART I, LINE 12G, COLUMN (III) - TYPE OF ORGANIZATION SUPPORTED ORGANIZATION INFORMATION LAKEVIEW HEALTH IS AN ORGANIZATION TYPE 12. DUE TO SOFTWARE LIMITATIONS, THAT BOX IS TYPE 10 INSTEAD OF TYPE 12. 0 0 0 0 0 0 0 0 1 0 0 PART II-B, LINE 1: SMG PAYS FOR CERTAIN CORPORATE AND EMPLOYEE PROFESSIONAL ASSOCIATION MEMBERSHIPS. A PORTION OF SUCH MEMBERSHIP DUES POTENTIALLY COULD BE USED BY THE PROFESSIONAL ASSOCIATIONS FOR LOBBYING ACTIVITIES. 571589 571589 29439157 18760004 10679153 649962 357763 292199 5907325 2959084 2948241 703720 6767 696953 15188135 X PART X, LINE 2: STILLWATER MEDICAL GROUP IS INCLUDED IN THE HEALTHPARTNERS, INC. (HP) CONSOLIDATED AUDITED FINANCIAL STATEMENT. JUDGMENT IS REQUIRED IN DETERMINING HP'S EFFECTIVE TAX RATE AND IN EVALUATING ITS TAX POSITION. HP ESTABLISHES ACCRUALS FOR UNCERTAIN TAX POSITIONS WHEN, DESPITE THE BELIEF THAT HP'S TAX RETURN POSITIONS ARE FULLY SUPPORTABLE, HP BELIEVES THAT ITS POSITION MAY NOT BE FULLY SUSTAINED, PRIMARILY GIVEN THE RISKS ASSOCIATED WITH TAX LITIGATION OR DISPUTES. THE UNCERTAIN TAX POSITION ACCRUALS ARE ADJUSTED IN LIGHT OF CHANGING FACTS AND CIRCUMSTANCES, SUCH AS THE PROGRESS OF TAX AUDITS, CASE LAW, AND EMERGING LEGISLATION. HP'S EFFECTIVE TAX RATE INCLUDES THE IMPACT OF CHANGES TO THE ACCRUALS FOR UNCERTAIN TAX POSITIONS. HP CLASSIFIES INTEREST AND PENALTIES ON TAX-RELATED MATTERS AS INCOME AND OTHER TAX EXPENSE IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS. HP RECORDED NO LIABILITIES AT DECEMBER 31, 2023 OR 2022 FOR UNRECOGNIZED TAX BENEFITS. 0 1 0 0 0 1 1 0 0 NANCY L EVERT SEC. & GENERAL COUNSEL 0 503395 0 251362 0 56515 0 206367 0 32307 0 1049946 0 36575 BRETT C HAAKE MD DIRECTOR 0 541746 0 164908 0 23914 0 66326 0 46728 0 843622 0 0 BRANDI L LUNNEBORG PRESIDENT 0 414094 0 212500 0 44867 0 94716 0 45235 0 811412 0 2556 ALITA RISINGER DIRECTOR 0 452971 0 40000 0 81263 0 72026 0 40026 0 686286 0 0 DOUGLAS E JOHNSON CFO 0 386739 0 106273 0 110771 0 6600 0 37521 0 647904 0 0 ANNIE JACOBSEN MD DIRECTOR 0 378503 0 0 0 191138 0 24750 0 44766 0 639157 0 0 PATRICK T COURNEYA MD DIRECTOR (JAN-APR) 0 220858 0 236391 0 37048 0 39914 0 37024 0 571235 0 0 THOMAS S ANDERSON VP MEDICAL AFFAIRS 0 379108 0 22500 0 78131 0 24750 0 43185 0 547674 0 0 PAHOUA HOFFMAN DIRECTOR 0 298112 0 123833 0 5912 0 62902 0 42295 0 533054 0 0 MATTHEW A RICHIE VP ADMINISTRATION 309093 0 0 0 93998 0 15870 0 31705 0 450666 0 0 0 BRIAN L CRESS MD DIRECTOR 0 257279 0 0 0 90464 0 0 0 40815 0 388558 0 0 NATHAN S PULSCHER FORMER VP ANCILLARY SERVICES 0 261957 0 45121 0 6721 0 28036 0 38152 0 379987 0 0 STEVEN C HOUSH DIRECTOR (JAN-APR) 0 195879 0 111847 0 10243 0 17247 0 28704 0 363920 0 0 ANDREW E DORWART MD FORMER SMG PRESIDENT 0 205223 0 0 0 77099 0 21900 0 39484 0 343706 0 0 KEVIN J BJORK MD DIRECTOR (JAN-AUG) 0 138805 0 0 0 135805 0 20689 0 21830 0 317129 0 0 NICOLAS P WANNER PHYSICIAN ASSISTANT 239892 0 200 0 26631 0 4707 0 30133 0 301563 0 0 0 THEODORE WEGLEITNER FORMER PRESIDENT 0 0 0 0 0 269652 0 0 0 13842 0 283494 0 269652 EMILIENNE ANDERSON VP NURSING SERVICES & CNO 0 169688 0 41600 0 42476 0 11115 0 14652 0 279531 0 0 LAURA J MEYER NURSE PRACTITIONER 151924 0 200 0 78978 0 0 0 30209 0 261311 0 0 0 SAMUEL G JOHNSON PHYSICIAN ASSISTANT 8348 0 22898 0 173207 0 0 0 28825 0 233278 0 0 0 SONYA K STEINER DIRECTOR VALLEY CLINIC 164287 0 0 0 33698 0 0 0 13026 0 211011 0 0 0 MICHAEL MEYER PHYSICIAN ASSISTANT 6262 0 3559 0 176513 0 0 0 12634 0 198968 0 0 0 PART I, LINE 3 THE STILLWATER MEDICAL GROUP (SMG) PRESIDENT AND OTHER OFFICERS ARE EMPLOYED BY GROUP HEALTH PLAN, INC. (GHI), LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION, INC. (THE HOSPITAL), BOTH OF WHICH ARE RELATED ORGANIZATIONS, OR SMG. GHI, THE HOSPITAL, AND SMG HAVE AN ANNUAL PROCESS TO REVIEW THE MARKET COMPARABILITY OF THE TOTAL COMPENSATION OF THE SMG'S PRESIDENT AND OTHER OFFICERS. PART I, LINE 4B DEFERRED COMPENSATION IN COLUMN C OF SCHEDULE J, PART II INCLUDES AMOUNTS FROM A NONQUALIFIED 457(F) PLAN FOR THE FOLLOWING DIRECTORS AND OFFICERS: NANCY L. EVERT $ 54,148 BRANDI L. LUNNEBORG $23,255 ALITA R. RISINGER $34,771 PAHOUA HOFFMAN $30,366 PART I, LINE 6 SMG'S OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE EMPLOYED BY SMG, LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION, INC. (THE HOSPITAL) OR BY GROUP HEALTH PLAN, INC. (GHI). THE HOSPITAL AND GHI ARE BOTH RELATED ORGANIZATIONS. COMPENSATION REPORTED IN FORM 990, PART VII INCLUDES ANY COMPENSATION DERIVED FROM EITHER SMG'S, THE HOSPITAL'S, OR GHI'S LEADER INCENTIVE PROGRAMS, WHICH INCENT AND REWARD BUSINESS LEADERS WHO HELP THE ORGANIZATION ACHIEVE STATED BUSINESS AND/OR HEALTH IMPROVEMENT GOALS FOR A SPECIFIC FISCAL YEAR. THE PROGRAMS ARE A KEY ELEMENT OF THE PARTICIPANT'S TOTAL COMPENSATION PACKAGE. THE LEADER INCENTIVE PROGRAMS' REWARDS ARE BASED ON POSITION IN THE ORGANIZATION (E.G. SENIOR VICE PRESIDENT, VICE PRESIDENT, DIRECTOR, MANAGER, AND OTHER SPECIFICALLY IDENTIFIED LEADERS) AND THE ACHIEVEMENT OF BUSINESS AND HEALTH IMPROVEMENT GOALS ESTABLISHED IN A VARIETY OF AREAS. THESE AREAS MAY INCLUDE, BUT ARE NOT LIMITED TO, PATIENT SATISFACTION, EMPLOYEE SATISFACTION, WORK ENVIRONMENT, HEALTH EQUITY, HEALTHCARE AFFORDABILITY MEASURES, HEALTH PLAN AND CARE DELIVERY MARKET SHARE, STRATEGIC CAPABILITIES, HOSPITAL AND CLINIC QUALITY MEASURES, FINANCIAL PERFORMANCE (OPERATING INCOME), ETC., AND WILL BE DEFINED ANNUALLY FOR EACH YEAR'S PROGRAM. AN OPERATING INCOME THRESHOLD MUST BE MET FOR ANY PAYMENT TO BE MADE FROM THE PROGRAM AND THERE IS A CAP ON THE MAXIMUM INCENTIVE POTENTIALLY AVAILABLE TO EACH PARTICIPANT. 990, SCHEDULE J, PART II: PRIOR REPORTED COMPENSATION COLUMN (F) INCLUDES AMOUNTS PAID TO PARTICIPANTS IN THE CURRENT YEAR, WHICH WERE PREVIOUSLY REPORTED IN COLUMN (C) OF PRIOR YEARS' 990'S, AS RETIREMENT AND DEFERRED COMPENSATION, FOR THE FOLLOWING DIRECTORS AND OFFICERS: NANCY L. EVERT $ 36,575 BRANDI L. LUNNEBORG $ 2,556 THEODORE WEGLEITNER $ 269,652 ANY ANALYSIS OF EARNINGS FOR THE CURRENT YEAR, FOR THESE PARTICIPANTS OF THE PLAN, SHOULD EXCLUDE THE AMOUNT IN COLUMN F AS PART OF THE ANALYSIS SINCE THOSE EARNINGS WERE ALREADY REPORTED IN COLUMN (C) OF PREVIOUS YEARS' 990'S. 990, PART III, LINE 4A: EXEMPT PURPOSE AND ACHIEVEMENTS CORPORATE STRUCTURE, PURPOSE, GOVERNANCE STILLWATER MEDICAL GROUP (SMG) IS A MINNESOTA NONPROFIT CORPORATION RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER INTERNAL REVENUE CODE ("IRC") SECTION 501(C)(3) AND IS PART OF THE HEALTHPARTNERS ORGANIZATION (HEALTHPARTNERS). HEALTHPARTNERS IS A NONPROFIT ORGANIZATION WITH A MISSION OF IMPROVING HEALTH AND WELL-BEING IN PARTNERSHIP WITH ITS PATIENTS, MEMBERS AND COMMUNITY. AN INTEGRATED SYSTEM OF CARE AND COVERAGE SINCE ITS FOUNDING IN 1957, HEALTHPARTNERS IS AN INTEGRATED HEALTH CARE ORGANIZATION, PROVIDING HEALTH CARE SERVICES AND HEALTH PLAN FINANCING AND ADMINISTRATION. HEALTHPARTNERS' MISSION IS TO IMPROVE HEALTH AND WELL-BEING IN PARTNERSHIP WITH OUR MEMBERS, PATIENTS, AND COMMUNITY. HEALTHPARTNERS SEEKS TO TRANSFORM HEALTH CARE THROUGH A RELENTLESS FOCUS ON THE TRIPLE AIM - PROVIDING EXCEPTIONAL EXPERIENCE FOR THE INDIVIDUAL, IMPROVING THE HEALTH OF THE POPULATION, AND MAINTAINING AFFORDABILITY. HEALTHPARTNERS, INC. (HPI) IS A MINNESOTA NONPROFIT CORPORATION AND LICENSED HEALTH MAINTENANCE ORGANIZATION (HMO) RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER INTERNAL REVENUE CODE (IRC) SECTION 501(C)(4) AND IS THE PARENT ENTITY OF HEALTHPARTNERS ORGANIZATIONS REFERRED TO COLLECTIVELY AS "HEALTHPARTNERS". HEALTHPARTNERS INCLUDES AN ARRAY OF TAX-EXEMPT AND TAXABLE ORGANIZATIONS. HEALTHPARTNERS PROVIDES A FULL RANGE OF HEALTH CARE DELIVERY AND HEALTH PLAN SERVICES INCLUDING INSURANCE, PATIENT CARE, ADMINISTRATION AND HEALTH AND WELL-BEING PROGRAMS. HEALTHPARTNERS HEALTH PLANS SERVE MORE THAN 1.8 MILLION MEDICAL AND DENTAL MEMBERS NATIONWIDE. HEALTHPARTNERS MEDICAL CARE SYSTEM INCLUDES MORE THAN 2,000 EMPLOYED PHYSICIANS AND DENTISTS, EIGHT OWNED HOSPITALS WITH OVER 1,000 ACUTE CARE BEDS, OVER 100 PRIMARY AND SPECIALTY CARE MEDICAL FACILITIES AND DENTAL FACILITIES WITH PRACTICES IN MINNESOTA AND WESTERN WISCONSIN SERVING MORE THAN 1.34 MILLION PATIENTS. HEALTHPARTNERS HEALTH PLANS CONTRACT WITH OTHER PRIMARY AND SPECIALTY MEDICAL FACILITIES AND DENTAL FACILITIES, PHYSICIAN GROUPS, HOSPITALS, AND RELATED HEALTHCARE PROVIDERS TO SERVE PLAN MEMBERS. HEALTHPARTNERS ALSO PROVIDES MEDICAL EDUCATION AND TRAINING TO MEDICAL PROFESSIONALS AND CONDUCTS RESEARCH AND FUNDRAISING ACTIVITIES THAT SUPPORT THE HEALTH CARE DELIVERY SYSTEM. HEALTHPARTNERS COLLABORATES WITH OTHER PLANS, CARE PROVIDERS AND OTHER COMMUNITY AND BUSINESS ORGANIZATIONS IN THE REGION AND THROUGHOUT THE NATION TO INCREASE ACCESS, CREATE AND SHARE QUALITY MEASURES AND INITIATIVES, PARTICIPATE IN DEVELOPMENT OF PUBLIC POLICY, AND COLLABORATE IN IMPROVEMENTS THAT SUPPORT THE TRIPLE AIM. AMONG HEALTHPARTNERS' SIGNATURE INITIATIVES ARE TOTAL COST OF CARE MEASUREMENTS (A NATIONALLY RECOGNIZED METRIC, ENABLING MEASUREMENT AND INCENTIVES BASED ON COORDINATION AND EVIDENCE-BASED PRACTICES), MENTAL HEALTH (REDUCING STIGMA, AND ASSURING ACCESS TO HIGH QUALITY CARE IN THE MOST APPROPRIATE SETTINGS), CHILDREN'S HEALTH (IMPROVING CHILD HEALTH BY PROMOTING EARLY BRAIN DEVELOPMENT, PROVIDING FAMILY CENTERED CARE, AND STRENGTHENING COMMUNITIES), EQUITY, INCLUSION, AND ANTI-RACISM (ADDRESSING HEALTH EQUITY, ELIMINATING HEALTH CARE DISPARITIES, INCREASING DIVERSITY AND INCLUSION IN OUR WORKPLACES, BUILDING AN ANTI-RACIST CULTURE, AND DEEPENING OUR COLLECTIVE UNDERSTANDING OF CULTURAL HUMILITY) AND SUSTAINABILITY (ENERGY EFFICIENCY, WASTE REDUCTION, AND RESOURCE MANAGEMENT). A COMPLETE LISTING OF ALL ORGANIZATIONS WITHIN HEALTHPARTNERS, AND THE RELATIONSHIP BETWEEN THEM, CAN BE FOUND ON SCHEDULE R WITHIN THIS 990 RETURN. DETAILED INFORMATION ABOUT THE COMMUNITY BENEFIT ACTIVITIES AND ACCOMPLISHMENTS OF EACH TAX-EXEMPT ORGANIZATION CAN BE FOUND IN THE INDIVIDUAL FORM 990 RETURN FOR THAT ORGANIZATION. HEALTHPARTNERS, INC. (HPI) IS THE PARENT ENTITY OF HEALTHPARTNERS AND IS A MINNESOTA NON-PROFIT CORPORATION AND LICENSED HEALTH MAINTENANCE ORGANIZATION (HMO) RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(4). HPI IS THE SOLE CORPORATE MEMBER OF HPI-RAMSEY, A MINNESOTA NON-PROFIT CORPORATION RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3). IN TURN, HPI-RAMSEY IS THE SOLE CORPORATE MEMBER OF REGIONS HOSPITAL, REGIONS HOSPITAL FOUNDATION, CAPITOL VIEW TRANSITIONAL CARE CENTER, LAKEVIEW HEALTH, AND RH-WISCONSIN, INC., ALL OF WHICH ARE NON-PROFIT CORPORATIONS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3). LAKEVIEW HEALTH IS THE SOLE CORPORATE MEMBER OF SMG, LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION (LAKEVIEW HOSPITAL) AND LAKEVIEW HEALTH FOUNDATION. SMG IS A SUPPORTING ORGANIZATION TO LAKEVIEW HEALTH, LAKEVIEW HOSPITAL, AND GROUP HEALTH PLAN, INC. INFORMATION ABOUT THE EXEMPT ACTIVITIES OF SMG'S SUPPORTED ORGANIZATIONS MAY BE FOUND IN THE FORM 990S OF THE SUPPORTED ORGANIZATIONS. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER IS LAKEVIEW HEALTH. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBER HAS THE POWER TO RATIFY APPROVE AND REMOVE ALL MEMBERS OF THE BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER HAS RESERVED TO ITSELF THE FOLLOWING POWERS CONCERNING THE GOVERNANCE OF THE CORPORATION: 1. RATIFICATION, APPROVAL AND REMOVAL ALL MEMBERS OF THE BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE. 2. APPROVAL OF ANY MISSION OR VISION STATEMENT OR STATEMENT OF CORPORATE PURPOSE ADOPTED BY THE ORGANIZATION. 3. APPROVAL OF THE ORGANIZATION'S STRATEGIC PLANS, CAPITAL BUDGETS, OPERATING BUDGETS AND FINANCIAL POLICIES. 4. APPROVAL OF ANY PLANS OF MERGER OR CONSOLIDATION BY THE ORGANIZATION WITH ANY FOREIGN OR DOMESTIC ORGANIZATION VOLUNTARY DISSOLUTION OF THE ORGANIZATION, OR SALE, LEASE OR TRANSFER OF THE ORGANIZATION'S REAL ESTATE OR A SIGNIFICANT PORTION OF THE OPERATIONS OR ASSETS OF THE ORGANIZATION. 5. APPROVAL OF THE GRANT OF A SECURITY INTEREST IN ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS, OR THE INCURRENCE OF INDEBTEDNESS OR THE GUARANTEE OF ANY INDEBTEDNESS. 6. APPROVAL OF INDIVIDUAL CAPITAL EXPENDITURES BY THE ORGANIZATION, WHETHER BUDGETED OR UNBUDGETED, IN EXCESS OF $500,000. 7. RATIFICATION OF SELECTION AND EVALUATION, AND TERMINATION, OF THE PRESIDENT OF THE ORGANIZATION. 8. APPROVAL OF PHYSICIAN, EMPLOYEE AND EXECUTIVE COMPENSATION PLANS FOR THE ORGANIZATION, INCLUDING CRITERIA FOR INCENTIVE COMPENSATION ARRANGEMENTS. 9. APPROVAL OF ALL SUBSTANTIVE AFFILIATIONS BETWEEN THE ORGANIZATION AND A THIRD PARTY. 10. APPROVAL OF CONFLICTS OF INTEREST POLICIES FOR THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B SMG'S 990 RETURN HAS A COMPREHENSIVE REVIEW PROCESS THAT IS FOLLOWED BEFORE IT IS PRESENTED TO THE GOVERNING BODY OF SMG. THE REVIEW PROCESS INCLUDES A LAYERED REVIEW BY THE TAX DEPARTMENT OF GROUP HEALTH PLAN, INC. (GHI), THE MANAGEMENT TEAM OF SMG, GHI'S INTERNAL LEGAL DEPARTMENT AND SMG'S OUTSIDE INDEPENDENT ACCOUNTANTS. EACH ONE OF THOSE AREAS HAS AN OPPORTUNITY TO REVIEW, ASK QUESTIONS AND MAKE COMMENTS BACK TO THE TAX DEPARTMENT OF GHI BEFORE THE FORM 990 IS COMPLETED AND PRESENTED TO THE GOVERNING BODY OF SMG. SMG MAKES AVAILABLE TO THE GOVERNING BODY (BOARD OF DIRECTORS) A COPY OF THE 990 FOR REVIEW AND COMMENT PRIOR TO THE FILING OF THE 990 RETURN. THIS COPY IS PROVIDED TO THE FULL BOARD OF DIRECTORS IN A PRE-MEETING PACKET, AND IS AN AGENDA ITEM AT THE MEETING. THIS PROCESS IS DOCUMENTED IN THE WRITTEN MEETING MINUTES. FORM 990, PART VI, SECTION B, LINE 12C THE SMG BOARD MONITORS POTENTIAL CONFLICTS OF INTEREST ON THE PART OF ITS BOARD MEMBERS, PRINCIPAL OFFICERS, MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS, AND KEY EMPLOYEES ("COVERED PERSONS") BY MAINTAINING A CONFLICT OF INTEREST POLICY. UNDER THE POLICY, COVERED PERSONS ANNUALLY ARE PROVIDED WITH A COPY OF THE POLICY AND ASKED TO COMPLETE A QUESTIONNAIRE IDENTIFYING ANY POTENTIAL CONFLICTS OF INTERESTS. THE GENERAL COUNSEL OF HEALTHPARTNERS REVIEWS THE QUESTIONNAIRE RESPONSES AND DEVELOPS A REPORT DETAILING ANY POTENTIALLY MATERIAL CONFLICTS FOR THE PRESIDENT AND CHAIR OF THE BOARD. A VERBAL SUMMARY IS ALSO GIVEN TO THE FULL BOARD OR APPROPRIATE COMMITTEE ENDING WITH A REMINDER TO COVERED PERSONS OF THE POLICY'S MANDATE THAT EACH PERSON IS OBLIGATED TO DISCLOSE ANY NEW POTENTIAL CONFLICTS AS THEY MAY ARISE THROUGHOUT THE YEAR. BOARD AGENDAS AND EXECUTIVE DECISIONS ARE MONITORED IN RELATION TO THIS POLICY. IF A DISCLOSED CONFLICT OF INTEREST IMPACTS AN AGENDA ITEM OR DECISION, THE COVERED PERSON WOULD BE EXCLUDED FROM VOTING AND MAY BE EXCLUDED FROM RECEIVING INFORMATION AND/OR PARTICIPATING IN DELIBERATIONS, DEPENDING ON THE CIRCUMSTANCES. FORM 990, PART VI, SECTION B, LINE 15 SMG'S OFFICERS AND KEY EMPLOYEES ARE EMPLOYED BY GROUP HEALTH PLAN, INC. (GHI), LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION, INC. (THE HOSPITAL), BOTH OF WHICH ARE RELATED ORGANIZATIONS, OR BY SMG. GHI, THE HOSPITAL AND SMG HAVE AN ANNUAL PROCESS TO REVIEW THE MARKET COMPARABILITY OF THE TOTAL COMPENSATION OF THE SMG'S PRESIDENT AND OTHER OFFICERS. EVERY THREE YEARS, THE INDEPENDENT COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GHI (THE "COMMITTEE"), RETAINS AN EXTERNAL COMPENSATION EXPERT TO CONDUCT AN EXTENSIVE MARKET COMPARABILITY REVIEW FOR ALL OFFICERS OF THE ORGANIZATION. THE REVIEW INCLUDES ALL COMPONENTS OF TOTAL COMPENSATION: BASE SALARY, ANNUAL INCENTIVES, BENEFITS AND PERQUISITES. THE MARKET SURVEY RESULTS ARE PRESENTED TO, REVIEWED BY AND APPROVED BY THE APPROPRIATE COMMITTEE. BASED ON THIS DATA, EITHER THE EXECUTIVE COMMITTEE OF THE HOSPITAL OR THE COMPENSATION COMMITTEE OF GHI (THE "COMMITTEES") DETERMINE MINIMUM AND MAXIMUM TOTAL COMPENSATION RANGES ARE DETERMINED FOR EACH EMPLOYED OFFICER. IN INTERIM YEARS, GHI'S HUMAN RESOURCES STAFF, UNDER THE COMMITTEES' DIRECTION, UPDATES CHANGES IN THE SALARY STRUCTURE BASED ON THE SAME INDEPENDENT STUDIES PERFORMED BY THE COMPENSATION CONSULTANT FOR THE COMMITTEE. FOR CERTAIN POSITIONS FULL INDEPENDENT REVIEWS ARE PERFORMED TO SET SALARY RANGES BASED ON THE COMPETITIVE MARKET DATA SPECIFIC TO THOSE POSITIONS. THE COMMITTEES REVIEW AND APPROVE EACH YEAR'S COMPENSATION RESULTS. IN ALL CASES, THE COMMITTEES' MEMBERS COMPLETE AN ANNUAL CONFLICT OF INTEREST SURVEY TO ASSURE THE COMMITTEES MEMBERS' INDEPENDENCE AND THIS IS UPDATED AT ANY MEETING AT WHICH DECISIONS ARE BEING MADE. STAFF (OTHER THAN THE SECRETARY TO THE BOARD) IS NOT IN THE ROOM DURING DELIBERATIONS OR VOTE INCLUDING EXECUTIVE SESSIONS, AND CONTEMPORANEOUS MINUTES ARE KEPT. TOTAL COMPENSATION IS APPROPRIATELY DOCUMENTED ON THE FORM 990 AND ON THE EMPLOYEE'S W-2. FORM 990, PART VI, SECTION C, LINE 19 SMG'S FINANCIAL STATEMENTS AND 990 RETURNS ARE MADE AVAILABLE TO WHO REQUESTS THE INFORMATION FROM SMG OR HEALTHPARTNERS. SMG'S ARTICLES OF INCORPORATION ARE AVAILABLE TO ANY PERSON WHO REQUESTS THE INFORMATION THROUGH THE MINNESOTA SECRETARY OF STATE'S OFFICE. 990, PART VII, SEC A, LINE 1A, COL B: AVERAGE HOURS - RELATED ORGANIZATIONS THE COMPENSATED BOARD MEMBERS AND OFFICERS FREQUENTLY DEVOTE THEIR TIME TO MULTIPLE RELATED ORGANIZATIONS IN A PARTICULAR WEEK. REPORTED AVERAGE HOURS WORKED ARE BASED ON THEIR TOTAL COMPENSATION FROM ALL RELATED ORGANIZATIONS. FORM 990, PART XI, LINE 9: NET ASSET TRANSFER FROM LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION, INC. 4,850,000. HEALTHPARTNERS INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411693838 HYBRID STAFF MODEL/NETWORK MODEL HEALTH MAINTENANCE ORGANIZATION MN 501(C)(4) N/A 0 HPI-RAMSEY 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411793333 CORPORATE PLANNING AND OVERSIGHT MN 501(C)(3) 509(A)(3) TYPE I HEALTHPARTNERS INC 0 GROUP HEALTH PLAN INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 410797853 STAFF MODEL HEALTH MAINTENANCE ORGANIZATION MN 501(C)(3) 170(B)(1) (A)(III) HEALTHPARTNERS INC 0 RH WISCONSIN INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 202287016 CORPORATE PLANNING AND OVERSIGHT WI 501(C)(3) 509(A)(3) TYPE I HPI - RAMSEY 0 HEALTHPARTNERS INSTITUTE 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411670163 HEALTHCARE EDUCATION AND RESEARCH MN 501(C)(3) 509(A)(3) TYPE I HEALTHPARTNERS INC 0 CAPITOL VIEW TRANSITIONAL CARE CENTER 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 412011453 TRANSITIONAL CARE SERVICES, STEP DOWN FROM INPATIENT HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) HPI - RAMSEY 0 REGIONS HOSPITAL 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 410956618 HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) HPI - RAMSEY 0 REGIONS HOSPITAL FOUNDATION 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411888902 PROVIDE SUPPORT TO HOSPITAL AND COMMUNITY HEALTH MN 501(C)(3) 170(B)(1) (A)(VI) HPI - RAMSEY 0 RHSC INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411891928 HEALTHCARE STAFFING AND INTENSE REHAB SERVICES MN 501(C)(3) 509(A)(3) TYPE II HEALTHPARTNERS INC 0 HUDSON HOSPITAL INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 390804125 HOSPITAL WI 501(C)(3) 170(B)(1) (A)(III) RH-WISCONSIN INC 0 HUDSON HOSPITAL FOUNDATION INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 391279567 PROVIDE SUPPORT TO HOSPITAL AND COMMUNITY HEALTH WI 501(C)(3) 170(B)(1) (A)(VI) HUDSON HOSPITAL INC 0 LAKEVIEW HEALTH FOUNDATION 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411386635 PROVIDE SUPPORT TO HOSPITAL AND COMMUNITY HEALTH MN 501(C)(3) 170(B)(1) (A)(VI) LAKEVIEW HEALTH 0 LAKEVIEW MEMORIAL HOSPITAL ASSOCIATION INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 410811697 HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) LAKEVIEW HEALTH 0 LAKEVIEW HEALTH 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 300221189 CORPORATE PLANNING AND OVERSIGHT MN 501(C)(3) 509(A)(3) TYPE II HPI - RAMSEY 0 WESTFIELDS HOSPITAL INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 390808442 HOSPITAL WI 501(C)(3) 170(B)(1) (A)(III) RH-WISCONSIN INC 0 WESTFIELDS HOSPITAL FOUNDATION INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 391770913 PROVIDE SUPPORT TO HOSPITAL AND COMMUNITY HEALTH WI 501(C)(3) 170(B)(1) (A)(VI) WESTFIELDS HOSPITAL INC 0 PARK NICOLLET HEALTH SERVICES 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 363465840 CORPORATE PLANNING AND OVERSIGHT MN 501(C)(3) 509(A)(2) HEALTHPARTNERS INC 0 PARK NICOLLET FOUNDATION 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 237346465 SUPPORT TO RELATED ENTITIES AND COMMUNITY HEALTH MN 501(C)(3) 170(B)(1) (A)(VI) PARK NICOLLET HEALTH SERVICES 0 PARK NICOLLET METHODIST HOSPITAL 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 410132080 HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) PARK NICOLLET HEALTH SERVICES 0 PARK NICOLLET HEALTH CARE PRODUCTS 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 010638901 DURABLE MEDICAL EQUIPMENT, AND OTHER HEALTH CARE RETAIL SALES MN 501(C)(3) 509(A)(3) TYPE I PARK NICOLLET HEALTH SERVICES 0 PARK NICOLLET CLINIC 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 410834920 CLINIC SERVICES MN 501(C)(3) 170(B)(1) (A)(III) PARK NICOLLET HEALTH SERVICES 0 PNMC HOLDINGS 6500 EXCELSIOR BLVD ST LOUIS PARK MN 55426 411741792 HEALTHCARE REAL ESTATE MN 501(C)(3) 509(A)(3) TYPE I PARK NICOLLET HEALTH SERVICES 0 AMERY REGIONAL MEDICAL CENTER INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 390908320 HOSPITAL WI 501(C)(3) 170(B)(1) (A)(III) RH-WISCONSIN INC 0 AMERY REGIONAL MEDICAL CENTER FOUNDATION INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 391726539 PROVIDE SUPPORT TO HOSPITAL AND COMMUNITY HEALTH WI 501(C)(3) 170(B)(1) (A)(VI) AMERY REGIONAL MEDICAL CENTER INC 0 HUTCHINSON HEALTH 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 841715908 HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) PARK NICOLLET HEALTH SERVICES 0 HUTCHINSON HEALTH FOUNDATION 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 363317820 PROVIDE SUPPORT TO HOSPITAL MN 501(C)(3) 170(B)(1) (A)(VI) HUTCHINSON HEALTH 0 HEALTHPARTNERS RC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 844261122 HOSPITAL MN 501(C)(3) 170(B)(1)(A)(III) PARK NICOLLET HEALTH SERVICES 0 OLIVIA HOSPITAL & CLINIC FOUNDATION 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411839619 PROVIDE SUPPORT TO HOSPITAL MN 501(C)(3) 509(A)(3) TYPE I HEALTHPARTNERS RC 0 HEALTHPARTNERS ADMINISTRATORS INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411629390 THIRD PARTY ADMINISTRATOR MN HEALTHPARTNERS INC C 0 HEALTHPARTNERS ASSOCIATES INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 522365151 MEDICAL CLINIC STAFFING AND ASSET MANAGEMENT MN HEALTHPARTNERS ADMINISTRATORS INC C 0 HEALTHPARTNERS SERVICES INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411683568 MEDICAL CLINIC STAFFING AND ASSET MANAGEMENT MN HEALTHPARTNERS ADMINISTRATORS INC C 0 HEALTHPARTNERS INSURANCE COMPANY 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 411683523 MEDICAL AND DENTAL INSURANCE MN HEALTHPARTNERS ADMINISTRATORS INC C 0 DENTAL SPECIALTIES INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 451297583 PROFESSIONAL DENTAL SERVICES MN HEALTHPARTNERS ADMINISTRATORS INC C 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 1 0 0 1