Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
TORRANCE HEALTH ASSOCIATION INC
Employer identification number
33-0073515
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
TORRANCE MEMORIAL MEDICAL CTR
951644042
03
Yes
Yes
Yes
6,199,033
Total
6,199,033
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
TORRANCE HEALTH ASSOCIATION INC
Employer identification number
33-0073515
Identifier
Return Reference
Explanation
DESCRIBE THE PROCESS TO REVIEW FORM 990
FORM 990, PART VI, QUESTION 11A
THE FORM 990 WAS PREPARED BY THE TORRANCE HEALTH ASSOCIATION'S FINANCE DEPARTMENT ALONG WITH OUR TAX ADVISORS. THE FORM 990 WAS THEN REVIEWED BY SENIOR MANAGEMENT BEFORE BEING PRESENTED TO THE BOARD OF TRUSTEES. OUR TAX ADVISORS DISCUSSED AND EDUCATED THE TRUSTEES ON THE FORM 990. AFTER THE FINAL REVIEW IS COMPLETE, AN OFFICER OF THE ORGANIZATION SIGNS THE FORM 990.
DESCRIPTION OF PROCESS USED TO MONITOR FOR CONFLICTS OF INTEREST
FORM 990, PART VI, QUESTION 12C
TORRANCE HEALTH ASSOCIATION'S ("THE ASSOCIATION") MONITORING, REVIEW AND ENFORCEMENT OF ITS CONFLICT OF INTEREST POLICY RESTS WITH ITS NOMINATING COMMITTEE. ANNUALLY, THE ASSOCIATION SENDS ALL TRUSTEES, OFFICERS, EXECUTIVES, AND MANAGERIAL EMPLOYEES A COPY OF THE ASSOCIATION'S CONFLICT OF INTEREST POLICY AND CONFLICT OF INTEREST QUESTIONNAIRE. ALL TRUSTEES, OFFICERS, EXECUTIVES AND MANAGERIAL EMPLOYEES ARE REQUIRED TO SIGN A STATEMENT THAT THEY HAVE RECEIVED AND READ THE CONFLICT OF INTEREST POLICY. ADDITIONALLY, THEY MUST ALSO COMPLETE, SIGN AND SUBMIT A CONFLICT OF INTEREST QUESTIONNAIRE. THE QUESTIONNAIRE INQUIRES AS TO ALL INDIVIDUALS CONCERNED WITH CONDUCTING, TRANSACTING OR APPROVING THE BUSINESS MATTERS OF THE ASSOCIATION. ONCE THE CONFLICT OF INTEREST QUESTIONNAIRES HAVE BEEN RECEIVED BACK FROM THE OFFICERS, TRUSTEES AND EXECUTIVES, THEY ARE REVIEWED AND SUMMARIZED BY THE NOMINATING COMMITTEE FOR PRESENTATION TO THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE REPORTS ANY CONFLICTS TO THE BOARD OF TRUSTEES WITH THEIR RECOMMENDATION AS TO THE NATURE OF THE CONFLICT THAT MAY IMPEDE THE INDEPENDENCE OF THE BOARD MEMBER. IF AN OFFICER, TRUSTEE, OR EXECUTIVE IS FOUND TO HAVE A CONFLICT, THERE IS A PROCESS IN PLACE TO PROHIBIT THIS INDIVIDUAL FROM PARTICIPATING IN THE DELIBERATIONS AND DECISIONS IN THE TRANSACTION. MANAGERIAL EMPLOYEE'S CONFLICT OF INTEREST QUESTIONNAIRES ARE REVIEWED BY THE AREA VICE PRESIDENT. CONFLICTS ARE NOTED AND FORWARDED TO HUMAN RESOURCES FOR SUMMARIZATION. IF MATERIAL CONFLICTS EXIST, THEY ARE FORWARDED TO THE CEO, WHO TOGETHER WITH THE AREA VICE PRESIDENT, RESOLVE THE ISSUE WITH THE MANAGER.
PROCESS FOR DETERMINING COMPENSATION
FORM 990, PART VI, QUESTION 15a
PROCESS FOR DETERMINING COMPENSATION OF OFFICERS AND KEY EMPLOYEES FOR THE TAX YEAR 2010, THA'S RELATED ORGANIZATION, TORRANCE MEMORIAL MEDICAL CENTER'S (TMMC) BOARD OF TRUSTEES HAS ESTABLISHED A COMPENSATION SUBCOMMITTEE (A SUBCOMMITTEE OF THE EXECUTIVE COMMITTEE) TO REVIEW AND RECOMMEND THE COMPENSATION AND BENEFITS OF THE CEO AND KEY LEADERSHIP POSITIONS OF THE CORPORATION. THE COMPENSATION SUBCOMMITTEE IS RESPONSIBLE FOR PERIODIC EVALUATION OF THE PERFORMANCE OF THE PRESIDENT AND CONFERS WITH THE PRESIDENT CONCERNING THE PRESIDENT'S EVALUATION OF THE OTHER EXECUTIVE OFFICERS. THE COMPENSATION SUBCOMMITTEE IS AN ENTIRELY INDEPENDENT COMMITTEE WITH RESPECT TO THE TRANSACTION. THE COMPENSATION SUBCOMMITTEE RETAINS AN OUTSIDE COMPENSATION CONSULTANT TO CONDUCT PERIODIC REVIEWS OF THE TOTAL COMPENSATION OF THE KEY LEADERSHIP POSITIONS (BASE COMPENSATION, OTHER INCENTIVES/BONUSES, AND BENEFITS). THE CONSULTANTS ARE INDEPENDENT AND ARE QUALIFIED TO ASSESS EXECUTIVE COMPENSATION VALUATIONS. IN REVIEWING AND ESTABLISHING COMPENSATION RECOMMENDATIONS, THE CONSULTANTS COLLECT BACKGROUND INFORMATION ON THE SIZE AND COMPLEXITY OF OPERATIONS AND THE SCOPE OF THE KEY LEADER'S RESPONSIBILITIES. THEY REVIEW VARIOUS SURVEYS, 990'S OF OTHER COMPARABLE OUTSIDE HEALTH CARE ORGANIZATIONS, AND MATCH SURVEYS BASED ON THE ABOVE CRITERIA, TAKING BOTH LOCAL AS WELL AS NATIONAL MARKET DATA INTO CONSIDERATION. AFTER THE DATA HAS BEEN REVIEWED AND ANALYZED THE CONSULTANT PRESENTS THE REPORT TO THE COMPENSATION SUBCOMMITTEE WITH HIS/HER FINDINGS AND RECOMMENDATIONS. THE COMPENSATION SUBCOMMITTEE REVIEWS THE REPORT AND FINDINGS WITH THE CONSULTANT AND RECOMMENDS TO THE EXECUTIVE COMMITTEE ANY CHANGES TO THE KEY LEADERSHIP COMPENSATION AND BENEFIT PACKAGES. THE EXECUTIVE COMMITTEE MAY APPROVE THOSE RECOMMENDATIONS AND REPORT ANY CHANGES TO THE FULL BOARD OF TRUSTEES. THE COMPENSATION SUBCOMMITTEE MAINTAINS WRITTEN RECORDS WHICH INCLUDE THE (1) TERMS OF THE ARRANGEMENT WITH THE CEO AND KEY LEADERSHIP INDIVIDUALS (INCLUDING THE DATE THE ARRANGEMENT WAS APPROVED); (2) A LIST OF MEMBERS PRESENT DURING THE DEBATE ON THE TRANSACTION (AND HOW THE MEMBERS VOTED WHEN IT WAS APPROVED); AND (3) A DESCRIPTION OF THE COMPARABLE DATA RELIED ON BY THE COMMITTEE. KEY DELIBERATIONS OF THE COMPENSATION SUBCOMMITTEE ARE ALSO DOCUMENTED IN MINUTES WHICH ARE APPROVED AT THE NEXT COMMITTEE MEETING.
JOINT VENTURE ARRANGEMENTS
FORM 990, PART VI, QUESTION 16B
TORRANCE HEALTH ASSOCIATION HAS TAKEN PART IN ONLY ONE JOINT VENTURE TO DATE. MANAGEMENT TOOK ADEQUATE MEASURES TO SAFEGAURD THE ORGANIZATION'S EXEMPT STATUS AND THE AGREEMENTS WERE REVIEWED BY LEGAL COUNSEL FOR ADHERENCE TO ALL APPLICABLE LAWS AND REGULATIONS.
AVAILABILITY OF DOCUMENTS TO THE PUBLIC
FORM 990, PART VI, QUESTION 19
FEDERAL TAX LAWS DO NOT MANDATE THAT THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTIONS. THE ORGANIZATION MAKES ITS FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. THE ARTICLES OF INCORPORATION ARE AVAILABLE FROM THE SECRETARY OF STATE.
HOURS
FORM 990, PART VII
THE HOURS IN COLUMN B FOR CRAIG LEACH, JOHN MCNAMARA, SALLY EBERHARD, AND DOUGLAS KLEBE REPRESENT HOURS WORKED FOR TORRANCE HEALTH ASSOCIATION AND TORRANCE MEMORIAL MEDICAL CENTER.
COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES
FORM 990, PART IX, LINE 5
OFFICERS ARE PAID BY THE FILING ORGANIZATION BUT THE EXPENSE IS TRANSFERRED TO TORRANCE MEMORIAL MEDICAL CENTER AND REPORTED ON TORRANCE MEMORIAL MEDICAL CENTER'S FORM 990.
NET ASSET RECONCILIATION
FORM 990, PART XI, LINE 5
BOOK LOSS ON PARTNERSHIP INVESTMENT $ (140,762) TAX LOSS ON PARTNERSHIP INVESTMENT $ 268,852 GAIN ON TRADING PORTFOLIO $ 536,035 ----------------- TOTAL $ 664,125
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.