2025-11-12T08:17:31-06:00 2024-12-31 135665207 KPMG LLP 350 N 5TH STREET SUITE 600 MINNEAPOLIS MN 55401 990 2024-01-01 412011453 CAPITOL VIEW TRANSITIONAL CARE CENTER CAPI 6512540400 8170 33RD AVENUE SOUTH PO BOX 1309 MINNEAPOLIS MN 554401309 MEGAN M REMARK TREASURER 6512541616 2025-11-12 1 1 HOLLY K MOEN P01800653 6123055000 2024 2025-03-06 01:10:19Z EMILY C BLOMBERG 8170 33RD AVENUE SOUTH PO BOX 1309 MINNEAPOLIS MN 554401309 7647008 0 X WWW.HEALTHPARTNERS.COM X 2001 MN TO IMPROVE HEALTH AND WELL-BEING IN PARTNERSHIP WITH OUR MEMBERS, PATIENTS AND COMMUNITY. 3 0 144 20 0 0 17918 8900 6631003 7623745 13562 14363 0 0 6662483 7647008 0 61 0 0 6234476 6823634 0 0 0 1506327 1997666 7740803 8821361 -1078320 -1174353 1488532 1969820 1629816 1085457 -141284 884363 X CAPITOL VIEW TRANSITIONAL CARE CENTER'S MISSION IS TO RESTORE THE HEALTH AND FUNCTION OF EACH PATIENT WITH COMPASSIONATE, QUALITY, COST-EFFECTIVE CARE DURING THEIR TRANSITION FROM A HOSPITAL SETTING TO THEIR COMMUNITY OF ORIGIN. 0 0 7463293 61 7623745 SEE SCHEDULE O - EXEMPT PURPOSE AND ACHIEVEMENTS FOR A DESCRIPTION OF PROGRAM SERVICE ACCOMPLISHMENTS 7463293 1 1 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 1 0 1 0 0 144 1 0 0 0 0 0 0 0 0 0 0 0 0 X 3 0 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X SCOTT C PALMQUIST 9528837556 8170 33RD AVE S BLOOMINGTON MN 55440 X EMILY C BLOMBERG CHAIR, DIRECTOR & PRESIDENT 1.00 49.00 X X 0 381025 32094 JOHN R DRESSEN DIRECTOR 1.00 39.00 X 0 347611 69307 ALITA R RISINGER DIRECTOR & TREASURER 1.00 49.00 X X 0 725287 155052 MEGAN M REMARK PRESIDENT (JAN - OCT) 0.50 54.50 X X 0 1058974 368676 NANCY A MCCLURE DIRECTOR (JAN - FEB) 0.50 39.50 X 0 1319085 52557 THOMAS L VON STERNBERG MD DIRECTOR (JAN - OCT) 0.50 39.50 X 0 162351 113731 JENNIFER L MYSTER DIRECTOR (JAN - OCT) 0.50 54.50 X 0 674000 145186 KIMBERLY T EGAN DIRECTOR (JAN - MAY) 0.50 39.50 X 0 215011 25787 NANCY L EVERT SECRETARY 0.50 49.50 X 0 830206 248257 MICHELLE L MANGAN ADMINISTRATOR 40.00 0.00 X 227993 0 57259 HENRY L LOZANO REHABILITATION COORDINATOR 48.00 0.00 X 134556 0 54173 TERESA A DURANT DIRECTOR OF NURSING 44.00 0.00 X 128080 0 29098 JULIE M HYLAND DIRECTOR FINANCIAL SERVICES 40.00 0.00 X 107389 0 18553 598018 5713550 1369730 4 0 1 0 0 8900 8900 HEALTH SERVICE REVENUE 623000 7593817 7593817 PARKING 812930 29928 29928 7623745 14363 14363 7647008 7623745 0 14363 61 61 5342327 4608679 733648 96495 71080 25415 998859 801958 196901 385953 342096 43857 2243 2243 2906 2906 459921 423292 36629 554 554 11272 11272 192925 2543 190382 723097 720337 2760 670 61 609 2733 2145 588 36247 2430 33817 30894 30894 MEDICAL SUPPLIES 428949 434163 -5214 SUBSCRIPTIONS, DUES & L 55742 13192 42550 EQUIPMENT, MAINTENANCE 49513 41256 8257 8821361 7463293 1358068 0 15747 195543 1450120 1654254 15710 20437 1042964 943378 6955 99586 1488532 1969820 1629816 1085457 1629816 1085457 X -141284 884363 -141284 884363 1488532 1969820 X -1174353 2200000 X 0 1 X 1 0 X SCHEDULE A PART 1, LINE 3 PER IRS INSTRUCTIONS FOR THE FORM 990, THE DEFINITION OF HOSPITALS FOR SCHEDULE A (FORM 990 OR 990-EZ), PART I, IS DIFFERENT FROM THE DEFINITION FOR SCHEDULE H (FORM 990), HOSPITALS. ACCORDINGLY, AN ORGANIZATION THAT CHECKS THIS BOX MAY OR MAY NOT BE REQUIRED TO COMPLETE SCHEDULE H (FORM 990). CAPITOL VIEW TRANSITION CARE CENTER IS NOT RECOGNIZED BY ANY STATE AS A HOSPITAL. THEREFORE, CAPITOL VIEW TRANSITIONAL CARE CENTER IS NOT REQUIRED TO COMPLETE SCHEDULE H. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 0 PART II-B, LINE 1: CAPITOL VIEW TRANSITIONAL CARE CENTER 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. 226654 220174 6480 816310 723204 93106 99586 X PART X, LINE 2: CAPITOL VIEW TRANSITIONAL CARE CENTER 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, 2024 OR 2023 FOR UNRECOGNIZED TAX BENEFITS. 1 1 0 0 0 1 1 0 0 MEGAN M REMARK PRESIDENT (JAN - OCT) 0 713363 0 291457 0 54154 0 313500 0 55176 0 1427650 0 41922 NANCY A MCCLURE DIRECTOR (JAN - FEB) 0 137374 0 329421 0 852290 0 17250 0 35307 0 1371642 0 207790 NANCY L EVERT SECRETARY 0 529742 0 238830 0 61634 0 213042 0 35215 0 1078463 0 53243 ALITA R RISINGER DIRECTOR & TREASURER 0 483006 0 238898 0 3383 0 105485 0 49567 0 880339 0 0 JENNIFER L MYSTER DIRECTOR (JAN - OCT) 0 493790 0 138826 0 41384 0 95899 0 49287 0 819186 0 23367 JOHN R DRESSEN DIRECTOR 0 263194 0 75372 0 9045 0 25875 0 43432 0 416918 0 0 EMILY C BLOMBERG CHAIR, DIRECTOR & PRESIDENT 0 285610 0 89002 0 6413 0 0 0 32094 0 413119 0 0 MICHELLE L MANGAN ADMINISTRATOR 191599 0 36394 0 0 0 22162 0 35097 0 285252 0 0 0 THOMAS L VON STERNBERG MD DIRECTOR (JAN - OCT) 0 155944 0 0 0 6407 0 101311 0 12420 0 276082 0 0 KIMBERLY T EGAN DIRECTOR (JAN - MAY) 0 128728 0 83813 0 2470 0 0 0 25787 0 240798 0 0 HENRY L LOZANO REHABILITATION COORDINATOR 122862 0 11694 0 0 0 22541 0 31632 0 188729 0 0 0 TERESA A DURANT DIRECTOR OF NURSING 120144 0 7936 0 0 0 6805 0 22293 0 157178 0 0 0 PART I, LINE 1A ALL CAPITOL VIEW TRANSITIONAL CARE CENTER (CVTCC) OFFICERS AND KEY EMPLOYEES ARE PAID BY GROUP HEALTH, INC (GHI) OR BY REGIONS HOSPITAL (REGIONS), RELATED ORGANIZATIONS OR BY CVTCC. COMPENSATION IS DETERMINED SOLELY BY THE RELATED ORGANIZATIONS. PART I, LINES 4A-B SCHEDULE J, PART II COLUMN B III, INCLUDES SEVERANCE FOR THE FOLLOWING OFFICERS AND DIRECTORS: NANCY A. MCCLURE $627,101 DEFERRED COMPENSATION IN COLUMN C OF SCHEDULE J, PART II INCLUDES AMOUNTS FROM A NONQUALIFIED 457(F) PLAN FOR THE FOLLOWING DIRECTORS AND OFFICERS: MEGAN M. REMARK $92,354 NANCY L. EVERT $54,415 ALITA R. RISINGER $50,924 JENNIFER L. MYSTER $46,296 PART I, LINE 6 CVTCC OFFICERS, DIRECTORS AND HIGHEST COMPENSATED EMPLOYEES ARE EMPLOYED BY REGIONS HOSPITAL (REGIONS) OR BY GROUP HEALTH, INC. (GHI), BOTH OF WHICH ARE RELATED ORGANIZATIONS, OR BY CVTCC. COMPENSATION REPORTED IN FORM 990, PART VIII INCLUDES ANY COMPENSATION DERIVED FROM REGIONS, GHI OR CVTCC LEADERSHIP 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 LEADERSHIP INCENTIVE PROGRAMS' REWARDS ARE BASED ON POSITION IN THE ORGANIZATION (E.G. SENIOR VICE PRESIDENT, VICE PRESIDENT, DIRECTOR, MANAGER, OTHER SPECIFICALLY IDENTIFIED LEADERS) AND THE ACHIEVEMENT OF SYSTEM BUSINESS AND HEALTH IMPROVEMENT GOALS ESTABLISHED IN A VARIETY OF AREAS. GOALS WILL BE RELATED TO THE ORGANIZATION'S STRATEGIC PLAN AND WILL BE BALANCED. THESE AREAS MAY INCLUDE BUT ARE NOT LIMITED TO PATIENT SATISFACTION, EMPLOYEE SATISFACTION, WORK ENVIRONMENT, HEALTH EQUITY, HEALTH CARE AFFORDABILITY MEASURES, HEALTH CARE 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. 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, OFFICERS AND FORMER OFFICER: NANCY A. MCCLURE $ 207,790 MEGAN M. REMARK $ 41,922 JENNIFER L. MYSTER $ 23,367 NANCY L. EVERT $ 53,243 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. FORM 990, PART III, LINE 4A - EXEMPT PURPOSE AND ACHIEVEMENTS CORPORATE STRUCTURE, PURPOSE, GOVERNANCE: CAPITOL VIEW TRANSITIONAL CARE CENTER (CVTCC) 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 FAMILY OF HEALTHPARTNERS ORGANIZATIONS (HEALTHPARTNERS). FOUNDED 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. HEALTHPARTNERS INCLUDES AN ARRAY OF TAX-EXEMPT AND TAXABLE ORGANIZATIONS. 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. HPI IS THE PARENT ENTITY OF GROUP HEALTH, INC. (GHI), WHICH IS A MINNESOTA NONPROFIT CORPORATION RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3) AND THE SOLE CORPORATE MEMBER OF THE CVTCC. FORM 990, PART III, LINE 4A COMMUNITY BENEFIT: CVTCC IS LICENSED UNDER MINNESOTA STATUTES AS A NURSING HOME WITH A CAPACITY OF 32 BEDS. CVTCC PARTICIPATES IN THE TRADITIONAL MEDICARE PROGRAM AND THE MEDICARE PART C MANAGED CARE PROGRAM AND IS CERTIFIED AS A MEDICARE SKILLED NURSING FACILITY. CVTCC'S FEES ARE ESTABLISHED TO COVER ITS COSTS IN PROVIDING CARE AND TO ENSURE ITS CONTINUED ABILITY TO PURSUE ITS MISSION. CVTCC IS ORGANIZED AND OPERATED EXCLUSIVELY TO PERFORM THE FUNCTIONS OF A SKILLED NURSING FACILITY TO PROVIDE TRANSITIONAL HEALTH CARE TO PATIENTS, INCLUDING CRITICAL CARE, SKILLED NURSING AND REHABILITATION THERAPY. TRANSITIONAL CARE SERVICES ARE TYPICALLY SHORT-TERM SKILLED NURSING SERVICES PROVIDED ON AN INPATIENT BASIS, OFTEN FOLLOWING DISCHARGE FROM A HOSPITAL AND PRIOR TO THE PATIENT'S RETURN HOME. THE AVERAGE LENGTH OF STAY FOR PATIENTS AT CVTCC'S FACILITY IS FEWER THAN 14 DAYS. TRANSITIONAL CARE SERVICES FILL A CRITICALLY IMPORTANT GAP IN THE HEALTH CARE CONTINUUM AND REDUCE THE COST ASSOCIATED WITH EXTENDED STAYS IN MORE EXPENSIVE INPATIENT FACILITIES. CVTCC HAS PROVIDED SUB-ACUTE TRANSITIONAL CARE OUTSIDE OF A TRADITIONAL HOSPITAL SETTING TO PATIENTS FOR OVER 22 YEARS AS PART OF HEALTHPARTNERS. NURSES AND THERAPISTS ARE LOCATED ON SITE TO PROVIDE PHYSICAL AND OCCUPATIONAL THERAPY SEVEN DAYS A WEEK. SPEECH THERAPY IS PROVIDED FIVE DAYS A WEEK. CVTCC ACCEPTS ADMISSIONS 24 HOURS A DAY, SEVEN DAYS A WEEK. TREATMENT IS PROVIDED IMMEDIATELY AFTER AN ACUTE HOSPITAL STAY, OR IN PLACE OF AN ACUTE HOSPITAL STAY. DISCHARGE PLANNING IS CONSIDERED A KEY COMPONENT TO THE CARE PLANNING PROCESS. CVTCC ALSO AIMS TO PROVIDE MEDICAL CAPABILITIES THAT COMPLEMENT PATIENTS' NEEDS, INCLUDING OBESE PATIENTS WHO REQUIRE SPECIAL ASSISTANCE AND PATIENTS WHO RELY ON EXPENSIVE THERAPEUTIC MEDICATIONS. CVTCC RECEIVES A SIGNIFICANT NUMBER OF PATIENTS FROM REGIONS HOSPITAL (REGIONS). REGIONS IS A FULL-SERVICE, TAX-EXEMPT HOSPITAL PROVIDING MEDICAL AND SURGICAL CARE, WITH SPECIAL PROGRAMS IN HEART, WOMEN'S CARE, CANCER, SENIOR SERVICES, BURN, EMERGENCY CARE AND LEVEL I ADULT AND PEDIATRIC TRAUMA SERVICES. FOR REGIONS' 2024 COMMUNITY BENEFIT ACTIVITY, PLEASE SEE THE REGIONS FORM 990. DISCHARGING PATIENTS TO A TRANSITIONAL CARE CENTER SUCH AS CVTCC WHEN IT IS MEDICALLY APPROPRIATE REDUCES THE OVERALL COST OF CARE, WHICH IS BORNE BY GOVERNMENT, COMMERCIAL INSURERS AND PATIENTS. REGIONS ALSO DISCHARGES UNINSURED PATIENTS TO CVTCC WHO NO LONGER REQUIRE HOSPITAL CARE AND ARE UNABLE TO PAY CVTCC FOR THEIR CARE. REGIONS PROVIDES FINANCIAL SUPPORT TO CVTCC TO HELP WITH THE PROVISION OF CARE TO THESE PATIENTS. IN ADDITION TO THIS FINANCIAL SUPPORT, REGIONS SIGNIFICANTLY REDUCES THE COST OF CARING FOR THESE PATIENTS IN THE INPATIENT SETTING DUE TO THE LOWER COST OF CARE IN THE NON-HOSPITAL SETTING. FURTHER, DISCHARGING PATIENTS WHO NO LONGER REQUIRE HOSPITAL CARE ENABLES REGIONS TO RELEASE BEDS FOR USE BY PATIENTS WHO REQUIRE HIGHER ACUITY HOSPITAL CARE. CVTCC STAFF MEMBERS SERVE ON COMMUNITY BOARDS AND COMMITTEES FOR VARIOUS PROFESSIONAL ORGANIZATIONS, INCLUDING: RONALD MCDONALD HOUSE, FEED MY STARVING CHILDREN, LOCAL FOOD SHELVES (NEIGHBORS INC. FOOD SHELVES), INTERNSHIPS FOR THE FOLLOWING COLLEGES: UNIVERSITY OF MINNESOTA, RASMUSSEN, CENTURY, ST. THOMAS, ST. CATHERINE UNIVERSITY AND THE UNIVERSITY OF ST SCHOLASTICA, AS WELL AS THE PHYSICAL THERAPY ASSOCIATION, FACULTY SEARCH COMMITTEE AT THE UNIVERSITY OF MINNESOTA, AND AGING SERVICES OF MINNESOTA. FORM 990, PART VI, SECTION A, LINE 4 CVTCC ARTICLES OF INCORPORATION AND BYLAWS WERE AMENDED TO REMOVE REFERENCES TO HPI-RAMSEY AS THE CORPORATE MEMBER AND MAKE OTHER CHANGES TO INDENTIFY GROUP HEALTH, INC. AS THE SOLE CORPORATE MEMBER. FORM 990, PART VI, SECTION A, LINE 6 GROUP HEALTH, INC IS THE SOLE CORPORATE MEMBER OF CVTCC. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS IS COMPRISED OF THREE DIRECTORS APPOINTED BY GROUP HEALTH, INC., THE SOLD CORPORATE MEMBER. FORM 990, PART VI, SECTION A, LINE 7B GROUP HEALTH, INC., THE SOLE CORPORATE MEMBER, MUST APPROVE THE DECISIONS OF CVTCC'S BOARD OF DIRECTORS AS FOLLOWS: - AMENDMENT OF ARTICLES OR BYLAWS - MERGER, CONSOLIDATION, OR JOINT VENTURES WITH ANY OTHER ORGANIZATION OR ENTITY - SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, OR DISPOSITION OF ALL OR SUBSTANTIALLY ALL ASSETS - ANNUAL CAPITAL BUDGETS, OPERATING BUDGETS, AND LONG-RANGE STRATEGIC PLANS - UNBUDGETED CAPITAL EXPENDITURES OR FINANCIAL COMMITMENTS, OR GRANTS TO UNAFFILIATED ORGANIZATIONS - GUARANTEEING DEBTS OR OBLIGATIONS OF OTHER PERSON OR ENTITY - UNDERTAKING ANY LOAN OR INDEBTEDNESS - DISSOLUTION FORM 990, PART VI, SECTION B, LINE 11B CVTCC'S 990 RETURN HAS A COMPREHENSIVE REVIEW PROCESS THAT IS FOLLOWED BEFORE IT IS PRESENTED TO THE GOVERNING BODY OF CVTCC. THE REVIEW PROCESS INCLUDES A LAYERED REVIEW BY THE TAX DEPARTMENT OF GROUP HEALTH, INC. (GHI), THE MANAGEMENT TEAM OF CVTCC, GHI'S INTERNAL LEGAL DEPARTMENT AND CVTCC'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 CVTCC. CVTCC 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. FORM 990, PART VI, SECTION B, LINE 12C THE CVTCC 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 CERTAIN CVTCC OFFICERS, DIRECTORS, KEY EMPLOYEES, AND HIGHEST COMPENSATED EMPLOYEES (EMPLOYEES) ARE EMPLOYED BY GROUP HEALTH, INC (GHI) OR REGIONS HOSPITAL (REGIONS) RELATED ORGANIZATIONS, OR BY CVTCC. GHI, REGIONS AND CVTCC HAVE AN ANNUAL PROCESS TO REVIEW THE MARKET COMPARABILITY OF THE TOTAL COMPENSATION OF EMPLOYEES. EVERY THREE YEARS, THE INDEPENDENT COMPENSATION COMMITTEE OF THE GHI BOARD OF DIRECTORS (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 OR THE CVTCC BOARD OF DIRECTORS (THE "COMMITTEES"). BASED ON THIS DATA, 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. WITH CVTCC'S BOARD OF DIRECTORS INPUT, THE REGIONS HOSPITAL VICE PRESIDENT PATIENT CARE SERVICES & CNO CONDUCTS THE ANNUAL PERFORMANCE REVIEW AND, WITH THE BOARD'S APPROVAL, DETERMINES THE COMPENSATION OF THE CVTCC ADMINISTRATOR. ANY EXCEPTIONS TO COMPENSATION IN EXCESS OF THE APPROVED RANGES ARE APPROVED BY THE CVTCC BOARD OF DIRECTORS. TOTAL COMPENSATION IS APPROPRIATELY DOCUMENTED ON THE FORM 990 AND W2 STATEMENTS. FORM 990, PART VI, SECTION C, LINE 19 CVTCC'S FINANCIAL STATEMENTS AND 990 RETURNS ARE MADE AVAILABLE TO ANY PERSON WHO REQUESTS THE INFORMATION FROM CVTCC OR HEALTHPARTNERS. CVTCC'S ARTICLES OF INCORPORATION ARE AVAILABLE TO ANY PERSON WHO REQUESTS THE INFORMATION THROUGH THE MINNESOTA SECRETARY OF STATE'S OFFICE. FORM 990, PART VII, SECT. A, LN. 1A, COL. (B) - AVERAGE HRS., RELATED ORG. DIRECTORS AND OFFICERS OF CVTCC ARE EMPLOYED AND COMPENSATED BY GHI OR REGIONS. REPORTED AVERAGE HOURS WORKED ARE BASED ON THEIR TOTAL COMPENSATED FROM ALL RELATED ORGANIZATIONS. FORM 990, PART XI, LINE 9: CAPITAL TRANSFER FROM REGIONS HOSPITAL 2,200,000. 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 GROUP HEALTH INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 410797853 CLINIC SERVICES MN 501(C)(3) 170(B)(1) (A)(III) HEALTHPARTNERS INC 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 REGIONS HOSPITAL 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 410956618 HOSPITAL MN 501(C)(3) 170(B)(1) (A)(III) GROUP HEALTH INC 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) GROUP HEALTH INC 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) GROUP HEALTH 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 STILLWATER MEDICAL GROUP 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 830379473 CLINIC STAFF AND FACILITIES MN 501(C)(3) 509(A)(3) TYPE I 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 GROUP HEALTH INC 0 WESTFIELDS HOSPITAL INC 8170 33RD AVE S PO BOX 1309 MPLS MN 554401309 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