Dignity Health

“Dignity Health's Board of Directors has promulgated policies for the disclosure and management of conflicts of interest (the "COI Policies"). Under such policies, the EVP/CHIEF COMPLIANCE OFFICER is designated as the organization's Filing Officer and is responsible for collecting, reviewing and validating annual disclosures of all covered persons including the members of Dignity Health's governing bodies including its Board of Directors and Board Committees, as well as Dignity Health's officers and executive leaders, key employees, management personnel at the vice president level and above, and any other personnel designated by the Filing Officer ("Covered Persons"). All Covered Persons are required to disclose actual or potential conflicts arising from the business, ownership, financial and personal interests held by such Covered Persons or their family members. Covered Persons are required to disclose to their supervisors and to relevant decision makers any interest that may present a conflict of interest, or the appearance of a conflict of interest. Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a Covered Person (e.g. upon hiring or upon promotion), and annually thereafter. As part of the annual Disclosure Survey conducted pursuant to the COI Policies, each Covered Person is required to certify that he/she: (1) has received a copy of the COI Policy or COI Policies applicable to his/her position; (2) has read the COI Policy and understands said policy; and (3) agrees to comply with all requirements of the COI Policy, including completing the conflicts of interest Disclosure Survey as required by the COI policies. Using the information from the annual Disclosure Survey, the Filing Officer prepares annual reports of reported conflicts of interest and distributes those reports to the governing body chairs, including the chair of the Board of Directors and the chair of Dignity Health Board Committees, as well as to key leaders of the organization to enable the responsible individuals to monitor and manage disclosed conflicts of interest and assure decisions are made in the organization's best interests. The procedures for addressing a conflict of interest related to a proposed transaction in the case of governing bodies include, but are not limited to: (1) the actual or potential conflict of interest is fully disclosed to the applicable governing body and any other relevant decision-makers; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the interested person may be excluded from the discussion and must be excused from the meeting prior to and during the approval of such transaction; (4) if warranted, alternatives to the proposed transaction are investigated, and competitive bids or comparable valuations are obtained; (5) the transaction or action is approved by a majority of disinterested members of the governing bodies, consistent with any requirements of bylaws and COI Policies; and (6) any conflicting issues arising during the course of a governing body meeting which cannot be resolved may be referred to an independent committee of the applicable governing body. There are similar conflicts of interest provisions under Dignity Health's Standards of Conduct, which are applicable to all employees and which are administered by the EVP/Chief Compliance Officer who has reporting responsibility to the President/CEO as well as to the Audit and Compliance Committee of the Board of Directors. FORM 990, PART VI, SECTION B, LINE 15A & 15B The Board of Directors appoints a Human Resources and Compensation Committee, comprised exclusively of independent directors, who are accountable for APPROVING reasonable compensation packages for each officer and certain key employees (including the President/CEO). The Human Resources and Compensation Com”

“PER THE INSTRUCTIONS TO FORM 990, PART VII, COMPENSATION IS REPORTED ON A CALENDAR YEAR BASIS USING THE W2 FOR THE YEAR ENDING 12/31/18. BECAUSE COMMONSPIRIT DID NOT BECOME THE SOLE MEMBER OF DIGNITY HEALTH UNTIL AFTER THE CALENDAR YEAR ENDED DECEMBER 31, 2018, COMMONSPIRIT COMPENSATION IS NOT BEING REPORTED AS RELATED COMPENSATION IN PART VII OR SCHEDULE J. FORM 990, PART XI, Line 9 - Reconciliation of Net Assets AFFILIATION OF CHI AND DIGNITY HEALTH - ON FEBRUARY 1, 2019, CATHOLIC HEALTH INITIATIVES ("CHI") AND DIGNITY HEALTH EFFECTED A BUSINESS COMBINATION AS DISCUSSED IN NOTE 1 OF COMMONSPIRIT'S AUDITED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED JUNE 30, 2019. DUE TO THE CIRCUMSTANCES OF THE BUSINESS COMBINATION BETWEEN CHI AND DIGNITY HEALTH, THROUGH THE ALIGNMENT UNDER CHCF, THE TRANSACTION QUALIFIED FOR ACQUISITION ACCOUNTING WITH COMMONSPIRIT (FORMERLY KNOWN AS CHI) AS THE ACCOUNTING ACQUIRER OF DIGNITY HEALTH. NO CASH CONSIDERATION WAS INVOLVED IN THE AFFILIATION. ALSO, AS PART OF THE AFFILIATION, DIGNITY HEALTH CAUSED TO TRANSFER EIGHT NON-CATHOLIC OWNED COMMUNITY HOSPITALS, NON-CATHOLIC SUBSIDIARY HOSPITALS, AND CERTAIN OTHER NON-CATHOLIC OPERATIONS TO DIGNITY COMMUNITY CARE. IN ADDITION TO THE OPERATIONS OF THE EIGHT HOSPITALS, THE NET ASSETS AND EMPLOYEES WERE ALSO TRANSFERRED TO DIGNITY COMMUNITY CARE. THE TRANSFER OF NET ASSETS AND THE GAIN RELATED TO THE APPLICATION OF ACQUISITION ACCOUNTING ARE RECORDED IN NET ASSETS, AS DISCLOSED IN PART XI, LINE 9. CHANGE IN ADDITIONAL MINIMUM PENSION LIABILITY; ($448,028,785) REVENUE FROM HEALTH-RELATED ACTIVITIES ORGANIZED AS CORPORATIONS/EXEMPT ORGANIZATIONS; $90,314,702 MARK-TO-MARKET ON INTEREST RATE SWAPS; $2,682,936 CHANGE IN INTEREST IN NET ASSETS OF UNCONSOLIDATED FOUNDATION/RELATED ENTITES; $730,891 ADJUSTMENT OF ASSETS AND LIABILITIES, NET, TO FAIR VALUE PURSUANT TO ACQUISITION ACCOUNTING; $1,438,000,000 NET ASSETS CONTRIBUTED TO DIGNITY COMMUNITY CARE; ($2,605,255,668) OTHER; ($6,730,830)”

“TAIWAN THAILAND TURKEY FORM 990, PART VI, SECTION A, LINE 2 Business relationships among members of the Boards of Directors or other governing bodies of subsidiaries and joint ventures of Dignity Health: D. Morissette, P. Hanelt, L. Zuckerman E. Shih, M. O'Quinn, R. Grossman, C. Francis, D. Morissette R. Grossman, R. Wiebe, D. Morissette, C. Cova, Sr. J. Hyer L. Zuckerman, K. Bradley B. Swartz, T. Wilcox M. O'Quinn, B. Swartz K. Callahan, M. O'Quinn T. Strumwasser, B. Swartz L. Hunt, B. Swartz L. Harting, M. Korth T. Wilcox, L. Harting K. Lofton, M. Melfi, A. Hardy-Waller FORM 990, PART VI, SECTION A, LINE 4 ON FEBRUARY 1, 2019, DIGNITY HEALTH AND CATHOLIC HEALTH INITIATIVES ("CHI"), A COLORADO NONPROFIT CORPORATION, EFFECTED A MINISTRY ALIGNMENT. ON THAT DATE, CHI CHANGED ITS NAME TO COMMONSPIRIT HEALTH ("COMMONSPIRIT") AND BECAME THE SOLE CORPORATE MEMBER OF DIGNITY HEALTH. COMMONSPIRIT IS A CATHOLIC HEALTHCARE SYSTEM SPONSORED CATHOLIC HEALTH CARE FEDERATION ("CHCF"), A PUBLIC JURIDIC PERSON OF PONTIFICAL RIGHT UNDER CANON LAW. AS PART OF THE ALIGNMENT, ON THE EFFECTIVE DATE OF FEBRUARY 1, 2019, DIGNITY HEALTH CAUSED TO TRANSFER NON-CATHOLIC OWNED COMMUNITY HOSPITALS, NON-CATHOLIC SUBSIDIARY HOSPITALS, AND CERTAIN OTHER NON-CATHOLIC OPERATIONS TO DIGNITY COMMUNITY CARE, A COLORADO NONPROFIT CORPORATION. DIGNITY HEALTH CONTINUES THE MISSION OF THE SERVICE OF THE ROMAN CATHOLIC CHURCH THROUGH THE HEALTH CARE MINISTRY OF CHCF. DIGNITY HEALTH OPERATES IN CONFORMITY WITH THE ETHICAL AND MORAL TEACHINGS OF THE ROMAN CATHOLIC CHURCH AND THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTH CARE SERVICES AS APPROVED AND AMENDED FROM TIME TO TIME BY THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS. IN CONNECTION WITH THE MINISTRY ALIGNMENT, DIGNITY HEALTH MADE CERTAIN CHANGES TO ITS ORGANIZATIONAL DOCUMENTS AS FURTHER OUTLINED BELOW. FORM 990, PART VI, SECTION A, LINE 6 EFFECTIVE FEBRUARY 1, 2019, THE FILING ORGANIZATION HAS A SOLE CORPORATE MEMBER, COMMONSPIRIT HEALTH, A 501(C)(3) EXEMPT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A AND 7B SPONSOR THE CANONICAL SPONSOR OF THE CORPORATION IS CHCF, A PUBLIC JURIDIC PERSON WITHIN THE MEANING OF THE CODE OF CANON LAW OF THE ROMAN CATHOLIC CHURCH (THE "SPONSOR"). MEMBERSHIP THE CORPORATION SHALL HAVE ONLY ONE MEMBER AS THE TERM "MEMBER" IS DEFINED IN SECTION 5056 OF THE CALIFORNIA NONPROFIT CORPORATION LAW. THE MEMBER SHALL BE COMMONSPIRIT HEALTH, A COLORADO NONPROFIT CORPORATION (THE "MEMBER"). THE MEMBER SHALL HAVE AND BE ENTITLED TO EXERCISE ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER APPLICABLE LAWS, EXCEPT AS OTHERWISE PROVIDED IN THESE BYLAWS. RESERVED RIGHTS OF MEMBER EFFECTIVE FEBRUARY 1, 2019, COMMONSPIRIT, AS THE SOLE CORPORATE MEMBER OF DIGNITY HEALTH, WAS GRANTED SPECIFIC RESERVED RIGHTS SET FORTH IN THE SYSTEM GOVERNANCE MATRIX WITH RESPECT TO CERTAIN CORPORATE ACTIONS OF THE FILING ORGANIZATION AND ITS SUBSIDIARIES. SUBJECT TO THE RESERVED RIGHTS OF COMMONSPIRIT SET FORTH IN THE SYSTEM GOVERNANCE MATRIX AND THE FILING ORGANIZATION'S BYLAWS, THE ACTIVITIES AND AFFAIRS OF THE FILING ORGANIZATION SHALL BE CONDUCTED AND ALL CORPORATE POWERS SHALL BE EXERCISED BY OR UNDER THE DIRECTION OF THE DIGNITY HEALTH BOARD OF DIRECTORS. THE DIGNITY HEALTH BOARD OF DIRECTORS SHALL AT ALL TIMES BE THOSE PERSONS WHO SERVE FROM TIME TO TIME AS THE DIRECTORS OF COMMONSPIRIT, AND ELECTION, RESIGNATION, REMOVAL OR VACANCY ON COMMONSPIRIT'S BOARD OF DIRECTORS SHALL AUTOMATICALLY AND SIMULTANEOUSLY HAVE AN IDENTICAL EFFECT ON THE DIGNITY HEALTH BOARD OF DIRECTORS. THE REQUIREMENTS AND PROVISIONS RELATING TO THE FUNCTION AND OPERATION OF THE DIGNITY HEALTH BOARD, INCLUDING, BUT NOT LIMITED TO, NOMINATION, TERM, VOTING, QUORUM, AND MEETING, SHALL BE AS SET FORTH FROM TIME TO TIME IN THE ARTICLES OF INCORPORATION OR BYLAWS OF COMMONSPIRIT. THE CORPORATE OFFICERS OF DIGNITY HEALTH SHALL AT ALL TIMES BE THOSE PERSONS WHO SERVE FROM TIME TO TIME AS THE CORPORATE OFFICE”

“The organization's federal awards were included in dignity health and subordinate corporations' uniform guidance schedule of federal expenditures for the period of july 1, 2018, to january 31, 2019, and commonspirit's consolidated uniform guidance audited schedule of federal expenditures for the period of february 1, 2019, to june 30, 2019.”

“Tangible property regulation statement section 1.263(a)-1(f) de minimis safe harbor election taxpayer is making the de minimis safe harbor election under treasury regulation 1.263(a)-1(f) for all eligible amounts paid or incurred during the taxable year.”

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