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
THE TOLEDO HOSPITAL FOUNDATION
Employer identification number
34-1517672
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)
THE TOLEDO HOSPITAL
344428256
3
Yes
2,074,133
Total
2,074,133
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
THE TOLEDO HOSPITAL FOUNDATION
Employer identification number
34-1517672
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
THE FOLLOWING OFFICERS, BOARD MEMBERS AND KEY EMPLOYEES ARE EMPLOYEES OF PROMEDICA HEALTH SYSTEM OR ITS RELATED ORGANIZATIONS. MANY OF THESE EMPLOYEES ALSO SERVE ON OTHER RELATED PROMEDICA HEALTH SYSTEM BOARDS. ANTHONY COMEROTA, MD SHEILA SCHWARTZ BARBARA STEELE GOPINATH UPAMAKA, MD KEVIN WEBB KATHLEEN HANLEY JEFFREY KUHN GARY AKENBERGER
FORM 990, PART VI, SECTION A, LINE 6
AS AN OHIO NON-PROFIT ORGANIZATION, THIS CORPORATION HAS A CORPORATE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7A
PROMEDICA HEALTH SYSTEM, INC. (PHS) IS THE PARENT CORPORATION AND SOLE MEMBER OF THE TOLEDO HOSPITAL FOUNDATION. AS THE MEMBER, PHS HAS THE RIGHT TO (A) ELECT AND REMOVE THE MEMBERS OF THE BOARD OF TRUSTEES OF THE TOLEDO HOSPITAL FOUNDATION, AND (B) FILL ANY VACANCY ON THE BOARD OF TRUSTEES.
FORM 990, PART VI, SECTION A, LINE 7B
WHILE THE BOARD OF TRUSTEES OF EACH BUSINESS UNIT IS GRANTED CERTAIN POWERS WITH RESPECT TO SUCH BUSINESS UNIT'S OPERATIONS, AS THE MEMBER, PROMEDICA HEALTH SYSTEM RETAINS APPROVAL RIGHTS WITH RESPECT TO CERTAIN CORPORATE ACTIONS SUCH AS (I) ADOPTION OF THE BUSINESS UNIT'S FINANCIAL PLANS, (II) EXPENDITURES FOR NON-BUDGETED ITEMS IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (III) EXPENDITURES FOR ITEMS WHICH ARE INCLUDED IN THE BUSINESS UNIT'S ANNUAL BUDGETS BUT WHICH EXCEED THE BUDGETED AMOUNT BY AN AMOUNT IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (IV) INCURRENCE, ASSUMPTION OR GUARANTEE OF ANY INDEBTEDNESS, AND (V) SALE, LEASE, OR OTHER DISPOSITION OF REAL PROPERTY OR ASSETS WITH A VALUE IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (VI) ANY MERGER, CONSOLIDATION, REORGANIZATION, DISSOLUTION OR LIQUIDATION.
FORM 990, PART VI, SECTION B, LINE 11
UNDER THE GUIDANCE OF PROMEDICA HEALTH SYSTEM'S (PHS) TAX CONSULTANTS, FORM 990S ARE PREPARED BY THE RESPECTIVE ACCOUNTING DEPARTMENT OF EACH AFFILIATE AND REVIEWED BY THE APPROPRIATE DIRECTOR OF FINANCE. AFTER DIRECTOR OF FINANCE APPROVAL, COPIES OF THE FORM 990 FOR PHS AND THEIR SUBSIDIARIES ARE PROVIDED TO THE RESPECTIVE COMPANY'S BOARD OF DIRECTORS AND ARE REVIEWED AND SIGNED BY THE RESPECTIVE COMPANY'S PRESIDENT PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE.
FORM 990, PART VI, SECTION B, LINE 12C
PROMEDICA HEALTH SYSTEM AND AFFILIATES (PHS) HAVE STANDARDS OF CONDUCT THAT APPLY TO ALL PHS BOARD MEMBERS AND EMPLOYEES. BOARD MEMBERS AND EMPLOYEES ARE EXPECTED TO CERTIFY THEIR COMPLIANCE WITH THE APPLICABLE STANDARDS PRIOR TO ELECTION/APPOINTMENT OR PRIOR TO BEGINNING EMPLOYMENT. BOARD MEMBERS ANNUALLY (OR IMMEDIATELY IF NEW POTENTIAL CONFLICTS OF INTEREST ARISE), ALL BOARD MEMBERS ARE REQUIRED TO COMPLETE AND RETURN THE BOARD MEMBER CERTIFICATION STATEMENT WITHIN 30 DAYS OF DISSEMINATION. BOARD MEMBER CERTIFICATION STATEMENTS ARE COMPILED AND REVIEWED BY THE DIRECTOR, AUDIT/COMPLIANCE. SUMMARIZED INFORMATION IS FORWARDED FOR REVIEW TO THE CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, BUSINESS UNIT PRESIDENTS AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRESIDENT/CEO)/CHIEF COMPLIANCE OFFICER (CCO), BASED UPON THEIR RESPECTIVE KNOWLEDGE OF THE BOARD MEMBERS. THE PURPOSE OF THIS REVIEW IS TO BOTH INFORM MANAGEMENT OF THE DISCLOSED CONFLICTS AND TO ALLOW THEM TO IDENTIFY TO THE DIRECTOR, AUDIT/COMPLIANCE, ANY POTENTIAL UNDISCLOSED CONFLICTS. THE AUDIT/COMPLIANCE DEPARTMENT THEN CONDUCTS AN AUDIT OF ALL BOARD MEMBER CERTIFICATION STATEMENTS (ALONG WITH ANY RELATIONSHIPS NOTED THROUGH THE ABOVE REVIEW) TO IDENTIFY ANY POSITIONAL CONFLICTS OF INTEREST AND TO TEST MATERIAL TRANSACTIONS WITH BOARD MEMBERS/THEIR AFFILIATES FOR FAIR MARKET VALUE. THE RESULTS OF THE AUDIT ARE REPORTED DIRECTLY TO THE CHAIR OF THE AUDIT/COMPLIANCE COMMITTEE WITH A COPY TO THE PRESIDENT/CEO/CCO. THE REPORT INCLUDES A SUMMARY OF THE AUDIT PROCEDURES PERFORMED, ANY SIGNIFICANT CONCERNS IDENTIFIED AND THEIR RESOLUTION, AS WELL AS AN ATTACHMENT WITH A FULL LISTING OF THE BOARD MEMBERS DISCLOSURES AND THE TOTAL AMOUNT OF FINANCIAL ACTIVITY IN THE PRECEDING 12 MONTHS BETWEEN PHS AND THE BOARD MEMBERS/AFFILIATES. ANY UNRESOLVED CONFLICTS ARE ADDRESSED BY THE AUDIT COMMITTEE WITH RECOMMENDATIONS TO THE FULL BOARD AS NEEDED. FAILURE TO FILE THE CERTIFICATION STATEMENT, OR THE FILING OF A FALSE OR INCOMPLETE CERTIFICATION STATEMENT, OR FAILURE TO DISCLOSE IMMEDIATELY ANY NEW CONFLICTS OF INTEREST THAT MAY ARISE, OR FAILURE TO COOPERATE WITHOUT CONDITION, HONESTLY AND COMPLETELY WITH ANY INVESTIGATION OR REVIEW OF THE BOARD MEMBERS CERTIFICATION STATEMENT OR HIS/HER ACTIONS OR CIRCUMSTANCES SHALL BE GROUNDS FOR SANCTION BY THE BOARD OF TRUSTEES UP TO AND INCLUDING REMOVAL FROM THE BOARD/COMMITTEE/COUNCIL. EMPLOYEES ANNUALLY (OR IMMEDIATELY IF NEW CONFLICTS OF INTEREST ARISE), ALL SALARIED EMPLOYEES ARE REQUIRED TO COMPLETE AND SUBMIT AN ELECTRONIC EMPLOYEE CERTIFICATION QUESTIONNAIRE WITHIN 30 DAYS OF NOTIFICATION. THE HUMAN RESOURCES DEPARTMENT ENSURES THAT ALL QUESTIONNAIRES, WHICH ARE STORED ELECTRONICALLY, ARE COMPLETED AND PROVIDES NOTIFICATION TO THE DIRECTOR, AUDIT/COMPLIANCE OF THE NUMBER OF ANNUAL EMPLOYEE CERTIFICATION QUESTIONNAIRES SENT AND RECEIVED, COPIES OF ANY QUESTIONNAIRES CONTAINING DISCLOSURES THAT WARRANT FURTHER REVIEW BY THE AUDIT/COMPLIANCE DEPARTMENT, AND A LIST OF ALL NEW EMPLOYEES HIRED DURING THE PREVIOUS 12 MONTHS. IDENTIFIED CONFLICTS ARE INITIALLY REVIEWED BY THE DIRECTOR, AUDIT/COMPLIANCE AND THE CHIEF HUMAN RESOURCES OFFICER AND IF NECESSARY DISCUSSED WITH THE BUSINESS UNIT PRESIDENT IN WHICH THE EMPLOYEE WORKS, AND GENERAL COUNSEL. IF THE CONFLICT IS CONSIDERED A SIGNIFICANT EXPOSURE RISK FOR PHS, A RECOMMENDATION WILL BE PREPARED FOR FINAL APPROVAL OF THE PHS PRESIDENT/CEO/CCO. RESULTS OF THE EMPLOYEE PROCESS AUDIT ARE INCLUDED IN THE ABOVE REPORT TO THE CHAIR OF THE AUDIT/COMPLIANCE COMMITTEE. FAILURE TO COMPLETE THE CERTIFICATION QUESTIONNAIRE, OR THE COMPLETION OF A FALSE OR INCOMPLETE CERTIFICATION QUESTIONNAIRE, OR FAILURE TO DISCLOSE IMMEDIATELY ANY NEW CONFLICTS OF INTEREST THAT MAY ARISE, OR FAILURE TO COOPERATE WITHOUT CONDITION, HONESTLY AND COMPLETELY WITH ANY INVESTIGATION OR REVIEW OF THE EMPLOYEES CERTIFICATION QUESTIONNAIRE OR HIS/HER ACTIONS OR CIRCUMSTANCES SHALL BE GROUNDS FOR SANCTION UP TO AND INCLUDING TERMINATION OF EMPLOYMENT.
FORM 990, PART VI, SECTION B, LINE 15
EACH YEAR INDEPENDENT CONSULTANTS CONDUCT AN ANNUAL SURVEY AND RECOMMEND EXECUTIVE PAYROLL BASE SALARY RANGES BASED UPON THE MARKET. THE DATA IS REVIEWED AND APPROVED BY THE PROMEDICA HEALTH SYSTEM COMPENSATION COMMITTEE EVERY OCTOBER. SALARY ADJUSTMENTS ARE DETERMINED AT THE DECEMBER MEETING OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE APPROVES OTHER FORMS OF COMPENSATION BASED UPON THE PRIOR YEAR PERFORMANCE AT THE JANUARY MEETING EACH YEAR.
FORM 990, PART VI, SECTION C, LINE 19
PROMEDICA HEALTH SYSTEM AND SUBSIDIARIES PROVIDE ANY DOCUMENT OPEN TO PUBLIC INSPECTION UPON REQUEST.
FORM 990, PART VII, SECTION A:
AVERAGE HOURS DEVOTED TO RELATED ORGANIZATIONS DURING THE YEAR: ANTHONY COMEROTA - 40 HOURS SHEILA SCHWARTZ - 40 HOURS BARBARA STEELE - 40 HOURS GOPINATH UPAMAKA - 40 HOURS KEVIN WEBB - 40 HOURS KATHLEEN HANLEY - 40 HOURS JEFFREY KUHN - 40 HOURS GARY AKENBERGER - 40 HOURS ALAN SATTLER - 40 HOURS
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED GAINS ON INVESTMENTS: 9,284,618. CHANGE IN FUNDED PERPETUITIES 543,616. TOTAL TO FORM 990, PART XI, LINE 5: 9,828,234.
FORM 990, PART XII, LINE 2A-2D:
THE TOLEDO HOSPITAL FOUNDATION IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF PROMEDICA HEALTH SYSTEM AND SUBSIDIARIES (PHS) WHICH ARE PREPARED BY AN INDEPENDENT ACCOUNTING FIRM. THE PHS AUDIT/COMPLIANCE COMMITTEE WHICH PROVIDES ASSISTANCE TO THE PHS BOARDS OF TRUSTEES IN FULFILLING ITS FIDUCIARY RESPONSIBILITIES AND MAINTAINS FREE AND OPEN COMMUNICATION BETWEEN THE COMMITTEE, THE DIRECTOR OF INTERNAL AUDIT/COMPLIANCE, THE INDEPENDENT AUDITORS AND MANAGEMENT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT. MAJOR RESPONSIBILITIES OF THE AUDIT/COMPLIANCE COMMITTEE INCLUDE: - ANNUALLY, APPROVE THE ENGAGEMENT OF THE EXTERNAL AUDITOR, INCLUDING RELATED SCOPE, FEES AND REPORTS. - REVIEW WITH MANAGEMENT AND THE INDEPENDENT AUDITORS THE ANNUAL FINANCIAL STATEMENTS AND RESULTS OF THE AUDIT, INCLUDING REQUIRED MATTERS TO BE COMMUNICATED TO THE COMMITTEE BY THE INDEPENDENT AUDITORS UNDER GENERALLY ACCEPTED AUDITING STANDARDS. - DISCUSS WITH THE EXTERNAL AUDITORS THEIR INDEPENDENCE FROM MANAGEMENT AND THE ORGANIZATION AND THE MATTERS INCLUDED IN WRITTEN DISCLOSURE REQUIRED BY THE INDEPENDENCE STANDARDS BOARD. - OVERSEE MANAGEMENT ACTION PLANS RESULTING FROM EXTERNAL MANAGEMENT LETTER.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.