Memorial Medical Center

“Form 990 Part III Line 4a Executive Summary Centegra Health System (Centegra) coordinates the delivery of health care services by assisting in the management of Centegra Hospital- McHenry, Centegra Hospital-Huntley (both facilities within Northern Illinois Medical Center), Centegra Hospital- Woodstock (Memorial Medical Center), (The Medical Centers), and Centegra Health System Foundation, Health Bridge Corporation and NIMED Corporation (Affiliates). Centegra's mission is to inspire and engage our community in their health and wellness. We provide quality health care services with innovative and responsible use of resources and promote wellness for the greater McHenry County area in Illinois. During its fiscal year 2017, Centegra Health System sponsored more than 230 community events. These events focused on the high priority issues facing the county: obesity, cardiovascular health, active communities and behavioral health. The Medical Centers provide optimum quality health care, delivered by competent hospital and medical center staff, to all who seek its services regardless of race, creed, sex, national origin, handicap, age, or ability to pay. The primary mission of the Medical Centers is to enhance the health of the community as the preferred health care organization providing outstanding service and value. It is the Medical Centers' objective to serve the community with respect to providing health care services and education. Although reimbursement for services rendered is critical to the operation and stability of the Medical Centers, it is recognized that not all individuals possess the ability to purchase essential medical services. Therefore, in keeping with the Medical Centers' commitment to serve all members of its community, free care and/or subsidized care will be considered where the need and/or an individual's inability to pay exist. Medical Services are provided in a dignified manner to Medicare, Medicaid and indigent patients. System-wide, community benefits included approximately $6.5 million of charity care, over $65.0 million of government sponsored indigent health care, approximately $5.3 million of other community benefits, and over 82,000 community benefit hours. *The Medical Centers' services include, but are not limited to: Centegra Hospital-McHenry is a 179-bed facility located about 50 miles outside of Chicago. The hospital is the region's leading provider of advanced cardiovascular treatments through the Centegra Cardiovascular & Thoracic Center. It is also home to the Centegra Hip & Knee Replacement Center, the Centegra Sage Cancer Center and the Centegra Family Birth Center. As part of Centegra Health System, Centegra Hospital-McHenry achieved Magnet designation for nursing excellence. Centegra Hospital-McHenry provides sophisticated treatments and advanced technology to address the most serious medical conditions. These include: *Open-heart surgery and heart catheterizations *Joint replacement surgeries *A Level II Trauma Center and on-site Flight for Life helicopter *Certified chest pain and stroke centers *Advanced cancer treatments including radiation oncology and infusion services *Labor and delivery and on-site 24/7 obstetrics hospitalists and neonatologists *Intensive care *Medical-Surgical care and 24/7 hospitalist care *Outpatient surgery Centegra Hospital - Huntley opened its doors in August 2016 as a 384,135 square-foot, 128 bed facility. Centegra Hospital- Huntley provides sophisticated treatments and advanced technology to address the most serious medical conditions. These include: Level II Trauma emergency department 8-bed intensive care unit Family Birth Center Chest Pain Center Cardiac Catheterization Laboratory and Cardiology Services A full range of diagnostic imaging including radiology, ultrasound, MRI scanning and nuclear medicine Helipad for transporting patients Centegra Hospital-Woodstock is a 106-bed facility located about 60 miles outside of Chicago. The hospital provides”

“*A.W.A.K.E. (Alert, Well and Keeping Energetic) Support Group is a sleep disorder support group for patients and family members affected by sleep disordered breathing. The A.W.A.K.E. Support Group is part of the American Sleep Apnea Association. *ADHD Parent Support Group: a free support group for parents of children with Attention Deficit Disorder (ADD) or Attention Deficit Hyperactivity Disorder (ADHD), this group provides opportunities for parents to share, collaborate and communicate about some of the challenges involved in raising children with ADD or ADHD. *Breastfeeding Support groups are held to support all breastfeeding moms. *Centegra Crisis Services in partnership with the McHenry County Mental Health Board offers 24-hour crisis line and 24-hour onsite response team. *Diabetes Support Group is for individuals with diabetes and their families. *Eating Disorder Support Group, a monthly eating disorder support group led by a mental health professional and a registered dietitian *Free Freshstart/Tobacco Cessation: Centegra has partnered with the American Cancer Society to empower participants towards quitting a tobacco habit. Freshstart provides information about effective strategies and helps motivate and prepare participants to make a successful quit attempt. *Living with Grief, sponsored by Centegra Pastoral Care, offers support for adults grieving the loss of a loved one. *Stroke Support Group *Weight-Loss Surgery Support Group for patients that have had weight-loss surgery EDUCATION PROGRAMS The Medical Centers and Affiliates make a variety of educational programs designed to promote wellness available to all members of the community. The Medical Centers, in conjunction with Centegra Health System, work in cooperation with McHenry County College to provide a complete series of specialized training for those interested in developing their knowledge of emergency basics, or in pursuing a career in the emergency health care field. There are three levels of training available: First Responder, Emergency Medical Technician - Basic, Emergency Medical Technician - Paramedic. An Emergency Medical Dispatcher Course designed to prepare individuals for employment as dispatchers for a public service agency providing dispatch to law enforcement fire service, and/or Emergency Medical Service is also offered. The Medical Centers offer a variety of classes that can help people save lives. The Medical Centers, in conjunction with Centegra's Health Bridge Fitness Centers, offer Red Cross first aid classes that include First Aid and Cardio-Pulmonary Resuscitation (CPR). Classes help community members learn CPR prior to certification, or brush up on skills for re-certification. The Medical Centers also offer a CPR Instructor Course, International Trauma Life Support, Advanced Cardiac Life Support, and Pediatric Advanced Life Support training classes. Family health and wellness programs presented by the Medical Centers are designed to promote a healthier community. The Medical Centers offer low-cost education classes for expectant families including prenatal and cesarean birth classes, along with free hospital tours. Centegra's Healthy Living Institute offers a variety of education programs to support healthy habits toward weight loss or weight maintenance. Lipid screenings are offered periodically during the year. Integrative programs include mindful eating, understanding the healing potential of food, and JOURNALING. STILL more educational programs are offered to assist members of the community take charge of special needs in their lives, to change their lifestyles for healthier lives, as well as programs to inform the community about Advance Medical Directives, including living wills, durable power of attorney issues, organ donations, and Understanding Medicare. The Medical Centers sponsor several programs specializing in issues of concern for women including reduced fee mammograms, programs on osteoporosis, and programs on menopause”

“Through the Centegra Hospital - McHenry's acute inpatient rehabilitation/physical therapy programs, disabled individuals can practice and master the skills required for personal hygiene, home maintenance, financial management, mobility, and social interaction in the security and privacy of the rehabilitation department. Using distinctive environments such as, apartment, car, cafe & restaurant, and an ambulation course, therapists and clinical staff are able to assess and evaluate the progress of each patient using a unique form of individual care. When individual confidence and proficiency return, discharge planning and community re-entry training complete the rehabilitation program. The Medical Centers also provide extensive Cardiac Rehabilitation and Pulmonary Rehabilitation programs. Integrated into the Cardiac Rehabilitation Program is the Centegra WellBridge program. This is a wellness membership that promotes community health by providing patients who have completed Phase II or Phase III with a supervised exercise area at Centegra Health Bridge Fitness Centers at a very low cost. Outpatient rehabilitation care and Sports Medicine Clinics at Health Bridge Fitness Centers and other locations provide sports medicine, aquatics, outpatient physical and occupational therapy programs. The Centegra Industrial Rehabilitation programs help area employers with injured employees rebuild their strength and abilities for a safe and speedy return to work. The program includes work hardening, work conditioning, functional capacity evaluations, physical and occupational therapy. Worksite Services and Programs include ergonomic consultations and evaluations as well as other educational and safety programs. The Centegra Neuro-Rehabilitation Center serves individuals who have experienced traumatic brain injury and neurological impairments due to stroke, accident, or disease. It is a comprehensive program for patients requiring intensive, interdisciplinary services on an outpatient basis. The program facilitates the individual's function and independence in the home, work, school, and community with integrated and holistic treatment. Services include physical therapy, occupational therapy, speech therapy, neuropsychology, social work, nursing, vocational counseling, and recreational therapy. This program also has access to facilities at Centegra Health Bridge Fitness Center and may work in conjunction with the Centegra Industrial Rehabilitation Program. The Centegra Milestones Therapy Center provides outpatient therapy services for children from birth through age 21. Centegra Milestones Therapy Center provides individual therapy sessions with occupational, speech and physical therapists as well as a variety of playgroups where children learn and interact in a safe and stimulating environment. TAX-EXEMPT BONDS Form 990 Part IV Line 24a MEMORIAL MEDICAL CENTER HOLDS A LIABILITY ON ITS BOOKS FOR TAX-EXEMPT BONDS, WHICH IS AN ALLOCATION FROM ITS SOLE CORPORATE MEMBER, CENTEGRA HEALTH SYSTEM. AS A RESULT, THE QUESTION WAS ANSWERED NO, AND SCHEDULE K WILL BE COMPLETED IN CENTEGRA HEALTH SYSTEM'S FORM 990. BUSINESS OR FAMILY RELATIONSHIP OF OFFICERS, DIRECTORS, ETC Form 990 Part VI Line 2 As part of Centegra Health System, Memorial Medical Center (MMC) has adopted specific conflict of interest policies for its governing and management staff. The policy includes, but is not limited to, when an individual, governor, committee member, officer, agent or employee believes that he or she, or a member of his or her immediate family might have or does have a real or apparent conflict, he or she should in addition to filing the disclosure notice required, abstain from making motions, voting, executing agreements, or taking any other similar direct action on behalf of MMC. During fiscal year 2017, Memorial Medical Center, purchased certain goods, and or services from organizations with directors' affiliation. All transactions were competitively bid and were”

“Form 990 Part VI Line 6 Centegra Health System is a sole member of MMC. Centegra Health System has a single class of members.”

“Form 990 Part VI Line 7a The powers and duties of the Centegra Health System members in fulfilling the purposes and objectives of the Corporation shall include, but not be limited to, the taking of action with respect to the following matters: The election of governors and the filling of vacancies of the Board of Governors, which shall be in accordance with the procedures set forth in the Bylaws. The Nominating Committee shall select one candidate for each position on the Board having a term to be voted upon for the office of governor at the next annual meeting of members. The Nominating Committee shall consider and approve a list of candidates and submit such a list to the Board of Governors not less than 10 days prior to the date of the last meeting of member is to be sent, and the candidates set forth on such list shall be subject to approval by the Board of Governors. The names of the candidates so selected by the Nominating Committee and approved by the Board of Governors shall be included in the notice of the annual meeting for the members of the Corporation and shall be presented to the members for the Corporation at the annual meeting. The voting members of the Corporation may nominate candidates for positions on the Board of Governors. Nominations by such members may be effected by means of written nomination signed by not less than 20 voting members in good standing, accompanied by a written statement of such nominee indicating a willingness to serve as a governor of the Corporation if elected. Any such nomination must be received by the Nominating Committee of the Corporation not less than 60 days prior to the annual meeting of members in order to be considered at such annual meeting. All elections shall be by secret ballot if there are more nominees than vacancies to be filled on the Board. All voting members present in person or by proxy at a meeting at which an election occurs shall be entitled to vote for governors. To be valid, a ballot must not have more votes than there are vacancies. If there are more nominees than vacancies to be filled on the Board, those nominees who receive the most votes shall be elected to the Board of Governors. Members shall not be entitled to cumulate their votes in the election of governors.”

“Form 990 Part VI Line 11b The review process for the Form 990 includes compilation by internal staff, detailed review by an outside tax preparer, and review by the Centegra Health System (CHS) Chief Financial Officer, prior to submission to the IRS. The tax return will be made available for the Board to review after submission to the IRS.”

“Form 990 Part VI Line 12c As stated in Centegra's bylaws, the bylaws recognize that both real and apparent conflicts of interest sometimes naturally occur in the course of conducting daily affairs. Conflicts occur because the many persons associated with Centegra should be expected to have and do, in fact, generally have multiple interests and affiliations and various positions of responsibility within the community. The long-range interests of Centegra do not require the termination of all association with persons who may have real or apparent conflicts if a prescribed and effective method can render such conflicts harmless to all concerned. Centegra health system has a conflict of interest policy that is intended to address such matters. 1. Duty to disclose: in connection with any actual or possible conflicts of interest, an interested person or other person subject to this policy must disclose the existence and nature of his or her financial interest in writing to the president of Centegra or the chief corporate responsibility officer or designee, who shall provide such written disclosure to the governors affairs committee of Centegra, which shall consider all conflicts of interest issues and, if appropriate, to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. The disclosure must occur, at minimum, annually, with a conflict of interest disclosure statement being submitted no later than January 31st of each year. Copies of disclosure statements filed by board members shall be distributed to the board annually at the February board meeting. 2. Determining whether a conflict of interest exists: when a conflict of interest is disclosed at meeting of the board or committee thereof, after disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The interested person's leaving such meeting shall not affect whether a quorum exists at such meeting. 3. Procedures for addressing the transaction or arrangement from which the conflict arose: a. the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. B. After exercising due diligence, the board or committee shall determine whether Centegra can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. c. if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Centegra's best interest and for its own benefit and whether the transaction is fair and reasonable to Centegra and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the conflicts of interest policy: a. if the administration, the board, or a committee has a reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. if, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has, in fact, failed to disclose an actual or possible conflict of interest, it shall refer the matter to the governors affairs committee for consideration, which shall subsequently recommend appropriate disciplinary and corrective action to such board or committee. 5. The minute”

“Form 990 Part VI Line 15a & 15b The Board of Governors of Centegra Health System, through the Compensation Committee comprised of independent members free of conflict, reviewed executive compensation levels and other features of the compensation plan in accordance with the organization's approved compensation philosophy and strategy: The Committee is comprised of members of the Board of Governors, who are independent of Centegra management, have no personal interest in the compensation arrangements, are not related to, or under the control of any individual whose compensation arrangement is being reviewed and have no material business relationship with CENTEGRA. THE C-Suite's compensation is determined by the Compensation Committee in relation to comparable peers or 990 market data. Compensation for other members of the executive staff is recommended by the CEO, reviewed by the Committee, and evaluated against market data based on comparable peers. The Committee approves all compensation decisions in advance of their implementation and documents its determinations and discussions. Its decisions and deliberations are thoroughly documented and meeting minutes are kept and distributed to the Committee members (for historical reference). The Compensation Committee uses a number of external resources and comparisons, and their review includes total compensation (cash compensation, plus benefits provided by Centegra) in relation to organizational performance and prevailing industry practices of comparably-sized organizations. They have engaged the services of a compensation consulting firm (Sullivan Cotter) specializing in the not-for-profit sector that has worked with Centegra and reports directly to the Compensation Committee. Reasonableness letters and documentation are provided to the organization after each review.”

“Form 990 Part VI Line 19 THE ORGANIZATIoN MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.”

“Form 990 Part IX Line 24a It should be noted that the Related Company expenses in Form 990, Part IX, line 24a are allocated at 21% of total expense of the related company (Centegra Health System, FEIN 36-3196559). The allocation method is reviewed annually. Expense detail is as follows: Salaries $7,183,564; Benefits $1,767,421; Purchased Services $10,004,345; Other Expenses $1,474,890.”

“Form 990 Part XI Line 9 INTEREST IN FOUNDATION ($105,054) AFFILIATE TRANSFERS ($2,192,980) ------------ ($2,298,035)”