Catholic Medical Center

“During the period covered by this Form 990 tax return, Catholic Medical Center ("CMC") adopted the following significant changes to its governing bylaws: 1. Effective March 2024, CMC is no longer part of the GraniteOne Health hospital system. Previously, GraniteOne Health and CMC Healhcare System were the sole members of CMC. Pursuant to CMC's adopted governing document amendments, CMC Healthcare System is now the sole member of CMC as of the end of this tax year. 2. The revised bylaws updated the powers and responsibilities that CMC Healthcare System, CMC's sole member, has over CMC's governance decisions and Board and officer composition. The powers and responsibilities vested in CMC Healthcare System are explained in greater detail in the narratives on this Schedule O in response to this Form 990, Part VI, Lines 7a and 7b. 3. CMC's bylaws mandate that a portion of the Board of Trustees shall be comprised of active members of the Medical Staff. The amended bylaws expand on the provisions and requirements by which Medical Staff Trustees are vetted, selected, and ultimately appointed. 4. The revised bylaws expand upon the powers and governance responsibilities held by the Board's Executive committee.”

“The sole member of the Catholic Medical Center shall be CMC Healthcare System.”

“As put forth in Catholic Medical Center's ("CMC") current and effective bylaws as of the end of this Form 990 reporting period, CMC Healthcare System ("CMCHS"), as CMC's sole member, reserves certain powers and control over composition of CMC's governing body's composiion, including the following: 1. The appointment of each trustee to the CMC Board of Trustees; 2. The removal of any trustee from the CMC Board of Trustees; 3. While any Trustee may be removed, with or without cause, at any time, by a two-third (2/3) vote of those present at a duly called meeting of the Board of Trustees of CMC, such a vote is subject to the review and approval of CMCHS; 4. The CMC Board of Trustees' appointment or reappointment of the CMC President and Chief Executive Officer ("CEO"); 5. CMC's Board Chair shall be appointed by CMCHS, subject to approval by the Bishop; and 6. CMC's Board Vice Chair shall be appointed by CMCHS alone.”

“As put forth in Catholic Medical Center's ("CMC") current and effective bylaws as of the end of this Form 990 reporting period, CMC Healthcare System ("CMCHS"), as CMC's sole member, reserves power and control over CMC's governance and operations, including the following: 1. Any repeal, alteration or amendment of the Articles of Agreement or Bylaws of CMC; 2. Any change in the philosophy, objectives or purposes of CMC or its ethical religious standards; 3. Any dissolution or liquidation of CMC; 4. Subject to canonical requirements, the authorization of debt incurred, assumed or guaranteed; the conveyance, sale, purchase, lease of, disposition, mortgage, lien or encumbrance of any real property assets; and/or the authorization of a capital investment in excess of $3,500,000; 5. Any merger with or consolidation of CMC into another entity, or the acquisition by CMC of substantially all of the assets of another entity or the sale or lease of substantially all of the assets of CMC to any person or entity; 6. Any creation of an affiliate or subsidiary organization, or any affiliation of CMC with any other entity for the purpose of the joint conduct of business or other programs, whether in the form or participation in a corporation (either through the holding of stock or membership), partnership, joint venture, co-tenancy or any other form of ownership or control; 7. Subject to canonical requirements, the adoption of the annual capital and operating budgets; and 8. Approval of any strategic plans or material non-clinical programming and marketing plans; including material modifications thereof.”

“On September 26, 2023, the Catholic Medical Center, and by association its affiliated entities within the CMC Health System, executed a letter of intent with an affiliate of Healthcare Corporation of America (HCA) which provided a framework for the sale of substantially all the assets of the Medical Center to HCA. New Hampshire's attorney general approved the acquisition on January 6, 2025, and the parties closed and completed the transaction shortly thereafter. Through this period, the Organization retained an independent public accounting firm to prepare its Form 990 tax return. As of the time of filing this Form 990, the Organization's Board of Directors, as it operated during the year ending September 30, 2024, has been fundamentally changed and largely disbanded due to the affiliation with HCA. However, upon its completion, a draft of the Form 990 was still sent to the standing finance personnel, advisors, and executives overseeing the wind-down and transition processes of the Medical Center into HCA, the majority of whom were intimately familiar with the Medical Center's financial and tax reporting obligations, to ensure the tax return was subject to proper oversight and review procedures prior to its filing. Additionally, the Form 990 was made available to the Board of the Catholic Healthcare Trust, the successor charitable entity of the Catholic Medical Center.”

“Officers and directors are required to complete a conflict of interest questionnaire annually.”

“CMC utilizes a compensation committee of the board of directors to set compensation levels and determine bonus potential for its senior leadership team. The committee is assisted by an independent consultant who surveys like-sized and performing institutions to benchmark relevant salary scales for each position. The consultant's findings are presented to the compensation committee who considers that external data with actual performance against a list of pre-established goals per senior leaders to set prospective compensation levels and bonus values. Bonus amounts are determined by how well an executive achieves a pre-defined set of goals. These goals, in general, are tied to the achievement of a specific task or project. Some goals are attached to achieve overall financial performance and mission performance, not solely revenue generation.”

“CMC makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“On December 30, 2016, the Catholic Medical Center System became affiliated with Huggins Hospital (HH), a 25-bed critical access hospital in Wolfeboro, New Hampshire, and Monadnock Community Hospital (MCH), a 25-bed critical access hospital in Peterborough, New Hampshire, through the formation of a common parent, GraniteOne Health (GraniteOne). However, pursuant to the Affiliation Agreement that formed GraniteOne, the Medical Center, HH and MCH each had a right, after two years of participation in GraniteOne, to evaluate whether they would continue participation in the system. Upon review, each participant within GraniteOne concluded it was best to withdraw from GraniteOne and subsequently provided the required notice on October 28, 2022. On June 16, 2023, the parties submitted a Joint Notice to the Director of Charitable Trusts pursuant to New Hampshire RSA 7:19-b to the State of New Hampshire and received the Director of Charitable Trusts no action report on December 1, 2023, clearing the way for the parties to complete the disaffiliation. The parties' respective boards each approved changes to their governing documents to unwind the reserved powers and dissolve GraniteOne. On May 30, 2024, the parties filed amendments to their respective governing documents with the New Hampshire Secretary of State as well as the Statement of Dissolution of GraniteOne to complete the wind-down requirements of the GraniteOne system. In addition to its withdrawal from participation in GraniteOne, upon the termination of the proposed combination, the Medical Center engaged in an extensive process to identify a new strategic partner who could best meet the needs of the Medical Center. On September 26, 2023, the Medical Center executed a confidential and nonbinding letter of intent with an affiliate of Healthcare Corporation of America (HCA) which provided a framework for the sale of substantially all of the assets of the Medical Center to HCA. After due diligence and negotiation, an asset purchase agreement was executed by the Medical Center and certain affiliates of the System and HCA on June 21, 2024, and the required Joint Notice to the Director of Charitable Trusts pursuant to New Hampshire law, RSA 7:19-b was filed on June 28, 2024, beginning the State of New Hampshire's (State) 180 day review period of the proposed transaction. The review period expired on December 24, 2024. This deadline was subsequently amended to January 9, 2025, by mutual agreement of the parties. In addition to State regulatory approval, the asset purchase agreement had a number of other conditions to close including, but not limited to, approval by Holy See which was granted on December 6, 2024. New Hampshire's attorney general approved the acquisition on January 6, 2025, and the parties closed and completed the transaction shortly thereafter. While the discussions to affiliate with HCA began during the 2023 tax year, during the period ending September 30, 2024, any financial reporting or activity related to affiliation with HCA will be included on Medical Center's 990 for period ending September 30, 2025, as the finalization of the agreement with HCA occurred between December 2024 and January 2025.”

“Pension related changes net of periodic costs 4,150,395. Change in fair market value of perpetual trust 1,318,616. Change in fair market value of interest rate swap -173,211. Net assets released for operations -863,595. Net transfers (to)/from affiliates -45,160,427. Write-off of restricted pledges receivable -1,523,770.”

“On September 26, 2023, the Catholic Medical Center, and by association its affiliated entities within the CMC Health System, executed a letter of intent with an affiliate of Healthcare Corporation of America (HCA) which provided a framework for the sale of substantially all the assets of the Medical Center to HCA. New Hampshire's attorney general approved the acquisition on January 6, 2025, and the parties closed and completed the transaction shortly thereafter. Through this period, the Organization retained an independent public accounting firm to perform an audit of its financial statements for the period ending September 30, 2024. As of the time of the audit's completion, the Organization's Board of Directors, as it operated during the year ending September 30, 2024, had been fundamentally changed and largely disbanded due to the affiliation with HCA. Additionally, the audit was issued in April 2025, at which point the merger of the Center into HCA was materially completed. However, the audit was still subject to the same general level of professional scrutiny and expertise as from before the affiliation agreement, and the audit was still conducted in coordination with the standing key finance personnel, advisors, and executives, including those overseeing the wind-down and transition processes of the Medical Center into HCA. The majority of these individuals were intimately familiar with the Medical Center's financial and tax reporting obligations, and all persons involved worked to ensure that the audit was subject to proper oversight and review procedures prior to the audit's finalization and issuance.”