2024-11-11T10:42:56-06:00 2023-12-31 990 2023-01-01 454078371 MBP FACILITY LLC MBPF 6122620660 PO BOX 43 MR 10890 MINNEAPOLIS MN 554400043 DAVID JOOS CHIEF MANAGER 6122620660 2024-11-11 1 2023 2024-10-15 13:58:12Z DAVID JOOS PO BOX 43 MR 10890 MINNEAPOLIS MN 554400043 0 0 X N/A X LLC 2010 MN TO LEASE LAND FOR A PUBLIC HOSPITAL, CONSTRUCT, OWN AND OPERATE A HOSPITAL FACILITY ON THE LAND, AND LEASE THE FACILITY TO A CONTRACTUAL JOINT VENTURE COMPOSED SOLELY OF PUBLIC HOSPITAL MEMBERS FOR PUBLIC HOSPITAL USE PURPOSES. 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1952474 1827089 1952474 1827089 -1952474 -1827089 31540427 29713338 0 0 31540427 29713338 X MBP FACILITY, LLC IS ORGANIZED AND OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, OR TO CARRY OUT THE PURPOSES OF ALLINA HEALTH SYSTEM AND CHILDREN'S HEALTH CARE (MEMBERS), EACH A MINNESOTA NONPROFIT CORPORATION THAT IS DESCRIBED IN SECTIONS 501(C)(3) AND 509(A)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUBSTANTIALLY ALL OF THE COMPANY'S ACTIVITIES CONSIST OF LEASING OR HOLDING TITLE TO AND MANAGING PROPERTY USED BY THE MEMBERS IN FURTHERANCE OF THEIR EXEMPT PURPOSE OF PROVIDING HEALTH CARE SERVICES. 0 0 1827089 MBP FACILITY, LLC PROVIDES A FACILITY FOR AN INTEGRATED MOTHER-BABY JOINT VENTURE ACROSS TWO NON-PROFIT TAX EXEMPT HEALTH CARE SYSTEMS. THE FACILITY INTEGRATES ALLINA HEALTH SYSTEM'S ABBOTT NORTHWESTERN HOSPITAL MATERNAL ASSESSMENT, LABOR AND DELIVERY, ANTEPARTUM AND POSTPARTUM UNITS, AND NEWBORN AND SPECIAL CARE NURSERIES WITH CHILDRENS HEALTH CARE'S INTENSIVE CARE UNITS. THE MOTHER-BABY CENTER PROVIDES FOR CENTRALIZATION OF SERVICES AND COORDINATED CARE FOR OUR PATIENTS. 1827089 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 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 0 0 0 0 0 0 0 0 0 0 0 X 2 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X CHILDREN'S HEALTH CARE 6128136113 2525 CHICAGO AVE MINNEAPOLIS MN 55404 MARC GORELICK MD GOVERNOR/TREASURER 1.00 49.00 X X 0 1732512 356578 DAVID JOOS GOVERNOR 1.00 40.00 X X 0 747681 144528 0 2480193 501106 0 0 1 0 0 0 0 0 0 1827089 1827089 1827089 1827089 0 0 44704925 14991587 31540427 29713338 31540427 29713338 0 0 X 31540427 29713338 31540427 29713338 31540427 29713338 -1827089 0 X X 0 1 X 0 0 X X 2 ALLINA HEALTH SYSTEM 363261413 3 1 0 0 CHILDREN'S HEALTH CARE 411754276 3 1 0 0 2 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 44704925 14991587 29713338 29713338 X PART X, LINE 2: (9) INCOME TAXES THE IRS HAS DETERMINED THAT CHILDREN'S AND ITS SUBSIDIARIES, EXCEPT FOR CHN AND CHME, WHICH ARE TAXABLE NOT-FOR-PROFIT CORPORATIONS UNDER THE MINNESOTA NOT-FOR-PROFIT CORPORATIONS ACT, ARE EXEMPT ORGANIZATIONS AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. FOR THOSE TAX-EXEMPT ORGANIZATIONS, CHILDREN'S BELIEVES THAT IT CONTINUES TO MEET THE REQUIREMENTS OF THE IRC TO SUSTAIN ITS TAX-EXEMPT STATUS. IN ACCORDANCE WITH ASC SUBTOPIC 740-10, INCOME TAXES - OVERALL, CHILDREN'S RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT OF BEING SUSTAINED. RECOGNIZED INCOME TAX POSITIONS ARE MEASURED AT THE LARGEST AMOUNT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED. CHANGES IN RECOGNITION OR MEASUREMENT ARE REFLECTED IN THE PERIOD IN WHICH THE CHANGE IN JUDGEMENT OCCURS. MANAGEMENT DETERMINED THERE WERE NO MATERIAL INCOME TAX POSITIONS FOR THE YEARS ENDED DECEMBER 31, 2023 OR 2022. CHILDREN'S IS NOT SUBJECT TO AN INCOME TAX EXAMINATION FOR YEARS BEFORE 2020. 0 0 0 0 0 1 1 0 0 MARC GORELICK MD GOVERNOR/TREASURER 0 1277144 0 435965 0 19403 0 332398 0 24180 0 2089090 0 0 DAVID JOOS GOVERNOR 0 564602 0 111731 0 71348 0 111342 0 33186 0 892209 0 0 PART I, LINE 6 DEFERRED COMPENSATION PLANS TERMS AND CONDITIONS: MANAGEMENT INCENTIVE PLAN (MIP) ALLINA PROVIDES AN ANNUAL INCENTIVE COMPENSATION OPPORTUNITY FOR EXECUTIVES, MANAGEMENT AND KEY INDIVIDUAL CONTRIBUTOR STAFF. UNDER THIS PLAN, THE TARGET AWARD IS EXPRESSED AS A FUNCTION OF THE PARTICIPANT'S SALARY PAID DURING THE CALENDAR YEAR AND REQUIRES AT LEAST FOUR MONTHS OF SERVICE IN AN ELIGIBLE POSITION DURING THE YEAR. ACTUAL AWARDS CAN RANGE FROM 0% TO 150% OF THE TARGET AWARD, BASED ON ALLINA'S FINANCIAL AND NON-FINANCIAL PERFORMANCE OVER THE CALENDAR YEAR. NON-FINANCIAL PERFORMANCE MEASURES INCLUDE PATIENT & EMPLOYEE SAFETY, QUALITY, PATIENT EXPERIENCE AND FINANCIAL HEALTH. NO AWARDS ARE PROVIDED UNLESS THRESHOLD FINANCIAL PERFORMANCE IS ACHIEVED. PARTICIPANTS WHO HAVE LEFT EMPLOYMENT PRIOR TO THE END OF THE YEAR AS THE RESULT OF VOLUNTARY TERMINATION OR TERMINATION FOR POOR PERFORMANCE ARE NOT ELIGIBLE FOR AN AWARD. LONG-TERM INCENTIVE PLAN (LTIP) ALLINA HAS A LONG-TERM INCENTIVE PLAN THAT PROVIDES A CASH AWARD OPPORTUNITY TO A SMALL NUMBER OF TOP EXECUTIVES APPROVED FOR PARTICIPATION BY THE HUMAN RESOURCES & COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ALLINA HEALTH ("THE COMMITTEE"). THE AWARD OPPORTUNITY IS BASED ON ALLINA PERFORMANCE DURING OVERLAPPING THREE-YEAR CYCLES. PERFORMANCE MEASURES AND TARGETS ARE DEFINED BY THE COMMITTEE FOR EACH THREE-YEAR PERIOD AND CAN VARY FROM ONE PERIOD TO ANOTHER DEPENDING ON THE COMMITTEE'S JUDGMENT OF THE MOST IMPORTANT MEASURES OF SUCCESS. AWARDS CAN RANGE FROM 0% TO 150% OF TARGET AWARDS. 457(F) DEFERRAL PLAN CERTAIN EMPLOYEES OF CHILDREN'S HEALTH CARE, PARENT OF CHILDREN'S CLINIC NETWORK, ARE PROVIDED OPPORTUNITY TO PARTICIPATE IN THE 457(F) DEFERRAL PLAN. THE DEFERRAL PLAN REQUIRES THAT THE EMPLOYEE IS A PHYSICIAN OR EXECUTIVE AND IS A 5FTE OR MORE IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THE DEFERRAL PLAN. PAYMENTS FROM THE DEFERRAL PLAN OCCUR AT VESTING AND ARE BASED ON PERCENTAGE OF SALARY. PART I, LINE 8 CERTAIN AMOUNTS REPORTED ON FORM 990, PART VII WERE PAID OR ACCRUED PURSUANT TO A CONTRACT THAT WAS SUBJECT TO THE INITIAL CONTRACT EXCEPTION DESCRIBED IN REGULATION SECTION 53.4958-4(A)(3). FROM TIME TO TIME, ALLINA HEALTH SYSTEM ENTERS INTO CONTRACTUAL ARRANGEMENTS THAT MAY QUALIFY FOR THE INITIAL CONTRACT EXCEPTION BASED ON THE TERMS AND UNDERSTANDINGS OF THE CONTRACTUAL AGREEMENTS. SCHEDULE J, LINE 4(A) & (B) ALLINA EXECUTIVE RETIREMENT BENEFIT RESTORATION PLAN (ERBRP) ELIGIBLE ALLINA EXECUTIVES PARTICIPATE IN A DEFERRED COMPENSATION RETIREMENT PLAN. EXECUTIVES ARE CREDITED AN AMOUNT EQUAL TO THE EXCESS AMOUNT THAT WOULD HAVE BEEN CREDITED TO THE ALLINA RETIREMENT SAVINGS PLAN WERE IT NOT FOR THE QUALIFIED PLAN COMPENSATION LIMITS. EMPLOYER CREDITS ARE MADE EACH YEAR TO THEIR ACCOUNT BALANCE ACCORDING TO THE FOLLOWING SCHEDULE AS OF THE END OF THE PLAN YEAR: PARTICIPANT'S YEARS OF VESTING SERVICE APPLICABLE PERCENTAGE LESS THAN 1 0% 1-5 5.0% 6-10 5.5% 11-15 6.0% 16 OR MORE 6.5% DEPOSITS EARN THE INVESTMENT RATE OF RETURN EQUAL TO THE INVESTMENT OPTIONS SELECTED BY THE PARTICIPANT WHICH ARE THE SAME OPTIONS AVAILABLE UNDER THE QUALIFIED PLAN. A PARTICIPANT WHO HAS COMPLETED AT LEAST TWO YEARS OF SERVICE BECOMES VESTED IN THE PORTION OF HIS OR HER ACCOUNT ATTRIBUTABLE TO THE ANNUAL CREDIT FOR A PARTICULAR YEAR AS OF JANUARY 15 OF THE YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE ANNUAL CREDIT IS EARNED. IN THE EVENT OF TERMINATION (OTHER THAN BECAUSE OF DEATH) PRIOR TO AGE 67, THE DISTRIBUTION DATE SHALL BE AS SOON AS ADMINISTRATIVELY POSSIBLE AFTER TERMINATION IN THE FORM OF A LUMP SUM PAYMENT. THE PLAN IS PAYABLE FROM ALLINA'S GENERAL ASSETS. IF ALLINA BECOMES INSOLVENT, THE PARTICIPANT WILL BE AN UNSECURED CREDITOR AND WILL HAVE NO PRIORITY CLAIM TO ANY ASSETS. THIS PLAN WAS EFFECTIVE JANUARY 1, 2009 AND IS NOW FROZEN AS OF DECEMBER 31, 2018. EXECUTIVE SEVERANCE PLAN ALLINA PROVIDES SALARY CONTINUATION FOR EXECUTIVES WHOSE EMPLOYMENT HAS BEEN INVOLUNTARILY TERMINATED FOR REASONS OTHER THAN CAUSE OR POOR PERFORMANCE. THE LENGTH OF THE SEVERANCE PAY PERIOD IS DEFINED BY THE PLAN AND DEPENDS ON THE LEVEL OF THE EXECUTIVE POSITION. UNDER THE PLAN THE SEVERED EXECUTIVE ALSO COULD CONTINUE CERTAIN BENEFITS FOR A LIMITED PERIOD OF TIME. IN 2009 THE PLAN WAS AMENDED TO FURTHER RESTRICT SEVERANCE BENEFITS IN THE CASE THAT THE EXECUTIVE OBTAINS OTHER EMPLOYMENT DURING THE SEVERANCE PERIOD. SUPPLEMENTAL PHYSICIAN AND EXECUTIVE SAVINGS PLAN THIS PLAN'S PURPOSE IS TO PROVIDE A SELECT GROUP OF PHYSICIANS AND EXECUTIVES WITH ADDITIONAL DEFERRED COMPENSATION. AMOUNTS DEFERRED UNDER THE PLAN ARE INTENDED TO BE EXEMPT FROM CODE SECTION 409A AND 457(F). ANNUAL CONTRIBUTIONS ARE MADE EACH FEBRUARY AND ARE BASED ON PREVIOUS YEAR'S ELIGIBLE COMPENSATION. PARTICIPANT'S APPLICABLE CONTRIBUTION PERCENTAGE FOLLOWS: PARTICIPANT APPLICABLE PERCENTAGE PHYSICIANS 5% VP'S 12% SVP | EVP 15% CEO 20% OF BASE SALARY + 10% OF BASE SALARY OVER IRS PAY LIMIT IF PARTICIPANT IS FULLY VESTED, THE CONTRIBUTION IS PAID DIRECTLY TO PARTICIPANT, LESS TAXES IN LATE JANUARY. IF PARTICIPANT IS UNVESTED, THE CONTRIBUTION IS DEPOSITED WITH FIDELITY. THE VESTING SCHEDULE FOR THIS PLAN FOLLOWS: FOR 2020 CONTRIBUTIONS AND AFTER - VESTING OCCURS AFTER 3 YEARS - I.E. 2020 CONTRIBUTION VESTS IN 2023, THE 2021 CONTRIBUTION VESTS IN 2024, ETC. PARTICIPANTS ARE 100% VESTED AT THE EARLIER OF AT LEAST AGE 60 WITH 7 YEARS OF SERVICE OR AGE 65. GRANDFATHERED PROVISION - FOR THOSE AGE 54 OR OLDER AND EMPLOYED AS OF 12/31/2018: EARLIER OF AT LEAST AGE 60 WITH 3 YEARS OF SERVICE OR AGE 65. THIS PLAN WAS EFFECTIVE JANUARY 1, 2019. A NON-COMPETE CLAUSE DOES NOT APPLY TO THIS PLAN. CHILDREN'S 457(F) DEFERRAL PLAN CERTAIN EMPLOYEES OF CHILDREN'S HEALTH CARE, PARENT OF CHILDREN'S CLINIC NETWORK, ARE PROVIDED OPPORTUNITY TO PARTICIPATE IN THE 457(F) DEFERRAL PLAN. THE DEFERRAL PLAN REQUIRES THAT THE EMPLOYEE IS A PHYSICIAN OR EXECUTIVE AND IS A 5FTE OR MORE IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THE DEFERRAL PLAN. PAYMENTS FROM THE DEFERRAL PLAN OCCUR AT VESTING AND ARE BASED ON PERCENTAGE OF SALARY. FORM 990, PART VI, SECTION A, LINE 6 ALLINA HEALTH SYSTEM AND CHILDREN'S HEALTH CARE ARE EACH VOTING MEMBERS OF MBP FACILITY, LLC. MBP FACILITY,LLC IS THE SUPPORTING ORGANIZATION AND ALLINA HEALTH SYSTEM AND CHILDREN'S HEALTH CARE ARE THE SUPPORTED ORGANIZATIONS. SEE SCHEDULE A AND SCHEDULE R FOR FURTHER DETAILS. FORM 990, PART VI, SECTION A, LINE 7A MBP FACILITY, LLC'S RESPECTIVE MEMBER ORGANIZATIONS HELD CERTAIN RESERVE POWERS OVER MBP FACILITY, LLC. THE RESERVE POWERS ARE FULLY DESCRIBED IN MBP FACILITY, LLC'S GOVERNING DOCUMENTS AND INCLUDE SUCH POWERS AS ELECTION AND APPROVAL OF DIRECTORS, APPROVAL OF AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS, APPROVAL OF STRATEGIC PLANS AND CAPITAL AND OPERATING BUDGETS, APPROVAL OF PLANS OF MERGER OR CONSOLIDATION, APPROVAL OF DEBT OR EXPENDITURES, AND VARIOUS OTHER RESERVED POWERS AS DESCRIBED THEREIN. FORM 990, PART VI, SECTION A, LINE 7B SEE RESPONSE TO FORM 990, PART VI, SECTION A, LINE 7A FORM 990, PART VI, SECTION B, LINE 11B THE MBP FACILITY, LLC FORM 990 WAS PREPARED BY THE TAX SERVICES FUNCTION OF ALLINA HEALTH SYSTEM. THE FORM 990 FILING WAS SUBJECTED TO A RIGOROUS REVIEW PROCESS BY ALLINA'S TAX MANAGER AND TAX DIRECTOR. AFTER THE MANAGEMENT REVIEW PROCESS DESCRIBED ABOVE WAS COMPLETED, THE FINAL FORM 990, AS ULTIMATELY FILED WITH THE INTERNAL REVENUE SERVICE (IRS), WAS PROVIDED TO EACH VOTING MEMBER OF THE MBP FACILITY, LLC BOARD OF GOVERNORS. THE MBP FACILITY, LLC BOARD OF GOVERNORS VOTED ON AND APPROVED A RESOLUTION APPROVING THE FORM 990. THE BOARD OF GOVERNORS ALSO DIRECTED OFFICERS TO FILE THE FORM 990 WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C ALSO FOR LINES 12A, 12B, 13 AND 14: MPB FACILITY, LLC FOLLOWS THE POLICIES AND PROCEDURES OF ITS TWO MEMBER SUPPORTED ORGANIZATIONS ALLINA HEALTH SYSTEM AND CHILDREN'S HEALTH CARE INCLUDING THEIR RESPECTIVE CONFLICTS OF INTEREST, WHISTLEBLOWER, DOCUMENT RETENTION AND DESTRUCTION POLICIES AND PROCEDURES. FORM 990, PART VI, SECTION B, LINE 15 MBP FACILITY, LLC HAS NO EMPLOYEES AND DOES NOT PAY COMPENSATION. ANY COMPENSATION DISCLOSED AS PAID BY A RELATED ORGANIZATION IS DETERMINED SOLELY BY THE RELATED ORGANIZATION. THEREFORE, PART VI, SECTION B, LINE 15A AND LINE 15B ARE NOT APPLICABLE TO MBP FACILITY, LLC. FORM 990, PART VI, SECTION C, LINE 19 MBP FACILITY, LLC MAKES ITS FORM 990, FORM 1023, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICIES AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. TO ARRANGE AN INSPECTION OR RECEIVE A COPY, PLEASE CONTACT THE FOLLOWING: MBP FACILITY, LLC TAX SERVICES MR 10890 P.O. BOX 43 MINNEAPOLIS, MN 55440-0043 TELEPHONE: 612-262-0660 FORM 990 PART XII LINE 2C THIS PROCESS REMAINS UNCHANGED FROM THE PRIOR YEAR. ALLINA HEALTH SYSTEM 2925 CHICAGO AVENUE MINNEAPOLIS MN 554071321 363261413 HEALTH CARE SERVICES MN 501(C)(3) LINE 3 0 CHILDREN'S HEALTH CARE 2525 CHICAGO AVENUE MINNEAPOLIS MN 55404 411754276 HEALTH CARE SERVICES MN 501(C)(3) LINE 3 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 1