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
Palmetto Health
Employer identification number
58-2296052
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)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
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
Total
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
Palmetto Health
Employer identification number
58-2296052
Identifier
Return Reference
Explanation
Members or Stockholders
Form 990, Part VI, Line 6
Palmetto Health has two members: Richland Memorial Hospital (Class R Member) and Baptist Healthcare System of SC, Inc. (Class B member).
Members or Stockholders Who May Elect
Form 990, Part VI, Line 7a
The Class R member and the Class B member nominate and elect six directors each to the Palmetto Health Board of Directors. Those twelve directors nominate and elect an additional three members for a total of 15 voting directors.
Decisions Subject to Approval
Form 990, Part VI, Line 7b
The Class R and Class B member have "reserved powers." These powers include (quoted directly from Palmetto Health Bylaws): "(i) any change in the Board that would result in those directors selected by the Class R and Class B Members comprising, on a combined basis, less than a majority of the total number of directors; (ii) any change that would result in the Class R Member having the right to elect a different number of directors than the Class B Member; (iii) any change in a Member's rights regarding the election or removal of directors; (iv) approval of any amendment to, or repeal of, the Articles of Incorporation of the Corporation (the "Articles"); (v) approval of any merger, consolidation, sale, or lease of all or substantially all of the assets of the Corporation; (vi) approval of the dissolution of the Corporation; (vii) approval of the addition of a Member; (viii) any change in provisions of the Members' Pre-incorporation and Joint Operating Agreement (the "Joint Operating Agreement") or these Bylaws that require that if the Chair is elected from among the Richland Directors, the Vice Chair must be elected from among the Baptist Directors and vice versa; (ix) any change in provisions of the Joint Operating Agreement or these Bylaws regarding the duties or composition requirements of the Executive Management Committee of the Board; (x) any of the Board actions described in Section 3.14.2.7, below, regarding Palmetto Health Baptist Easley; (xi) any change in the Mission Statement; (xii) approval of the strategic plan of the Corporation or any material modification thereto; and (xiii) any amendment or repeal of these Bylaws that would affect any authority or privilege of a Member as described above." Further explanation for item (x): approval of a merger, consolidation, sale, or lease of all or substantially all of the assets of Palmetto Health Baptist Easley ("PHBE"), approval of the conversion of PHBE to primarily an outpatient facility, or approval of the discontinuation of operation of PHBE.
Form 990 Review Process
Form 990, Part VI, Line 11b
Palmetto Health's Form 990 was reviewed in detail by the Accounting Manager and Vice President of Finance. The form was discussed and reviewed in detail by Grant Thornton (outside tax advisors). The CFO then conducted a higher level review of the form with the Vice President of Finance. The 990 was provided to Palmetto Health's board of directors and each member was allowed ample time for review and to make inquiries before filing with the IRS.
Conflict of Interest Policy Monitoring & Enforcement
Form 990, Part VI, Line 12c
Each member of the Board of Directors shall complete an annual acknowledgement statement that each of them (a) has received a copy of the Rules of Conduct (conflicts of interest policy), (b) has read and understands the policy, (c) agrees to comply with the policy, (d) understands that the policy applies to all committees, and (e) understands that the organization is a charitable organization and must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes. These acknowledgement statements are returned to the Audit and Compliance Committee for review and follow-up as appropriate. The Chair of the Audit and Compliance Committee reports to the full Board that the above-referenced process has been completed. Upon hire, each employee is educated on Palmetto Health's Potential Conflicts of Interest policy and is asked to document any relationships that may create a potential conflict of interest on a form that is reviewed by Corporate Compliance and retained in the employee's Human Resources file. Annually, the policy is reviewed via computer-based training that is mandatory for all employees. Situations that are believed to be actual conflicts are addressed by Corporate Compliance, department management and senior leadership as necessary.
Process for Determining Compensation
Form 990, Part VI, Line 15a and 15b
Palmetto Health's Executive Compensation Committee (the "Committee"), composed of members of the board of directors who are disinterested in and independent from the persons compensated, oversees Palmetto Health's executive compensation and benefits programs. The Committee annually receives a report from its independent executive compensation consultant on the executive compensation program, including third-party comparability data for functionally-similar positions at similarly-situated organizations (the "Compensation Review"). Last completed in the fall of 2011, the Compensation Review includes market analyses for base salaries, total cash compensation and benefits and aggregate total compensation values for the Chief Executive Officer, President, Executive Vice Presidents, Senior Vice Presidents and System Vice Presidents. In support of the qualification for the rebuttable presumption of reasonableness, the Committee reviews and approves the CEO's compensation as well as the CEO's recommendations for compensation paid to the President, Executive Vice President, Senior Vice President and System Vice President positions, based on the board-approved compensation philosophy and the Compensation Review, and the decision is documented in meeting minutes. In addition, the Committee reviews the information in the Compensation Review relating to aggregate total compensation paid to the President, Executive Vice President, Senior Vice President and System Vice President positions.
How Documents are Made Available to the Public
Form 990, Part VI, Line 19
The organization's audited financial statements are published annually and quarterly financial information is available to the public at www.dacbond.com.
Other Changes in Net Assets
Form 990, Part XI, Line 5
Unrealized changes in investments (46,541,055) Unrealized changes in liabilities (4,130,392) Assets released from restrictions 1,413,340 Change in COPA accrual (482,196) Unrealized increases (decreases) in affiliated foundations (702,000) Reconciliation due to consolidation 503,241 Total Other Changes in Fund Balance (49,939,062)
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.