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
MORTON HOSPITAL AND MEDICAL CENTER INC
Employer identification number
04-2780816
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
MORTON HOSPITAL AND MEDICAL CENTER INC
Employer identification number
04-2780816
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
KATHLEEN AND JAMES HOYE ARE MEMBERS OF THE BOARD THAT ARE BROTHER AND SISTER IN-LAW.
FORM 990, PART VI, SECTION A, LINE 6
MORTON HEALTH FOUNDATION IS THE SOLE MEMBER OF THE ORGANIZATION AND ELECTS THE BOARD OF DIRECTORS. THERE ARE NO CLASSES OF DIRECTORS. MORTON HEALTH FOUNDATION HAS THE POWER TO REMOVE DIRECTORS, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD.
FORM 990, PART VI, SECTION A, LINE 7A
MORTON HEALTH FOUNDATION IS THE SOLE MEMBER OF THE ORGANIZATION AND ELECTS THE BOARD OF DIRECTORS. THERE ARE NO CLASSES OF DIRECTORS. MORTON HEALTH FOUNDATION HAS THE POWER TO REMOVE DIRECTORS, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD.
FORM 990, PART VI, SECTION A, LINE 7B
MORTON HEALTH FOUNDATION IS THE SOLE MEMBER OF THE ORGANIZATION AND ELECTS THE BOARD OF DIRECTORS. THERE ARE NO CLASSES OF DIRECTORS. MORTON HEALTH FOUNDATION HAS THE POWER TO REMOVE DIRECTORS, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD.
FORM 990, PART VI, SECTION B, LINE 11
THE ORGANIZATION PREPARES THE FORM 990 AND THE RELATED DISCLOSURES WITH ASSISTANCE AND GUIDANCE FROM ITS INDIVIDUAL TAX ADVISORS (CPA FIRM). THE FORM 990 IS REVIEWED BY MANAGEMENT PRIOR TO SUBMISSION TO THE BOARD OF DIRECTORS AND THE IRS.
FORM 990, PART VI, SECTION B, LINE 12C
THE ORGANIZATION REQUIRES THAT ALL KEY EMPLOYEES, OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS AND ANY MEMBER OF ANY COMMITTEE TO DISCLOSE IN WRITING (AND UPDATE ANNUALLY) ALL BUSINESS AND OTHER RELATIONSHIPS WHICH MIGHT POTENTIALLY CREATE A CONFLICT OF INTEREST AS DEFINED BY THE POLICY. THE WRITTEN DISCLOSURE SHALL INCLUDE AN ITEMIZATION OF ANY SUBSTANTIVE CONFLICT OF INTEREST FOR SUCH INDIVIDUAL BY VIRTUE OF HIS OR HER ACTIVITIES. THE CONFLICT OF INTEREST POLICY IS REVIEWED AND COMMUNICATED TO ENSURE INDIVIDUALS WITH OUTSIDE RELATIONSHIPS DO NOT INAPPROPRIATELY PARTICIPATE IN BUSINESS DECISIONS OF THE ORGANIZATION IN WHICH THEY ARE NOT INDEPENDENT.
FORM 990, PART VI, SECTION B, LINE 15
ALL COMPENSATION FOR THE CEO AND SENIOR EXECUTIVES THROUGHOUT THE ORGANIZATION ARE GOVERNED AND OVERSEEN BY THE BOARD OF DIRECTORS. THE BOARD ESTABLISHED A COMPENSATION COMMITTEE, MADE UP OF INDEPENDENT TRUSTEES, WHO ARE GIVEN THE AUTHORITY TO ESTABLISH COMPENSATION FOR ALL SENIOR EXECUTIVES. THE COMPENSATION COMMITTEE PERFORMS ANNUAL REVIEWS AND APPROVES EXECUTIVE COMPENSATION. IN ORDER TO ASSIST THE COMMITTEE IN ITS RESPONSIBILITIES, THE COMPENSATION COMMITTEE HIRES INDEPENDENT, OUTSIDE COMPENSATION CONSULTANTS TO ADVISE THE COMMITTEE ON THE REASONABLENESS OF THE OVERALL EXECUTIVE COMPENSATION. THE COMMITTEE WORKS WITH THESE CONSULTANTS TO ENSURE THAT ALL COMPENSATION IS REASONABLE, MEETS ALL REGULATORY REQUIREMENTS AND IS COMPETITIVE WITHIN THE RELEVANT MARKET.
FORM 990, PART VI, SECTION C, LINE 18
THE ORGANIZATION MAKES ITS FORM 990 AVAILABLE TO THE PUBLIC UPON REQUEST. ADDITIONALLY, THE ORGANIZATION'S FORM 990 IS AVAILABLE ON THE PUBLIC CHARITIES WEBSITE MAINTAINED BY THE COMMONWEALTH OF MASSACHUSETTS ATTORNEY GENERAL.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. ADDITIONALLY, THE ORGANIZATION'S FINANCIAL STATEMENTS ARE AVAILABLE ON THE PUBLIC CHARITIES WEBSITE MAINTAINED BY THE COMMONWEALTH OF MASSACHUSETTS ATTORNEY GENERAL.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
TRANSFER TO AFFILIATES -1,145,437. PERIODIC PENSION COST -13,182,753. TEMP RESTRICTED UNREALIZED GAINS -46,038. LOSS ON DEFEASANCE OF DEBT -2,373,347. TOTAL TO FORM 990, PART XI, LINE 5: -16,747,575.
THE ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTING FIRM. THE ORGANIZATION HAS AN AUDIT COMMITTEE RESPONSIBLE FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF AN INDEPENDENT ACCOUNTING FIRM. ON MARCH 29, 2011, THE HOSPITAL TOGETHER WITH CERTAIN OF ITS AFFILIATES ENTERED INTO AN ASSET PURCHASE AGREEMENT WITH STEWARD MEDICAL HOLDINGS SUBSIDIARY THREE, INC. (STEWARD), PURSUANT TO WHICH THE HOSPITAL AGREED TO SELL AND ASSIGN SUBSTANTIALLY ALL OF ITS BUSINESS, ASSETS, AND OPERATIONS TO STEWARD AND/OR ITS DESIGNATED AFFILIATES. THE CLOSING OF THE TRANSACTION SET FORTH IN THE ASSET PURCHASE AGREEMENT (THE TRANSACTION) WAS EFFECTIVE OCTOBER 1, 2011. AS PART OF THE TRANSACTION, ALL OF THE HOSPITALS INVESTMENTS, EXCEPT THOSE IN ITS SELF-INSURANCE DEPOSIT AND CERTAIN RESTRICTED INVESTMENTS, WERE EITHER LIQUIDATED OR PLACED IN ESCROW IN ORDER TO REPAY OR DEFEASE ITS DEBT OBLIGATIONS UNDER THE MHEFA REVENUE BONDS, AND SUBSTANTIALLY ALL OF ITS OTHER DEBT, EXCEPT FOR CERTAIN CAPITAL LEASES AND BANK MORTGAGES, WAS EITHER REPAID OR ASSUMED BY THE ESCROW AGENT FOR FUTURE LIQUIDATION (NOTE 13). THE HOSPITAL, INCURRED EXPENSES OF APPROXIMATELY $2,160,000 RELATED TO THE TRANSACTION. PURSUANT TO THE TRANSACTION, THE HOSPITAL TRANSFERRED ALL OF ITS NET ASSETS, ALONG WITH NET ASSETS OF MP AND MPA EFFECTIVE OCTOBER 1, 2011, INCLUDING ITS NET UNFUNDED OBLIGATIONS UNDER THE MORTON HOSPITAL EMPLOYEES PENSION PLAN, VALUED AT $46,641,104 IN THE ACCOMPANYING FINANCIAL STATEMENT. IN ADDITION, STEWARD AGREED TO THE FOLLOWING: - A PENSION TRANSFER AGREEMENT, UNDER WHICH STEWARD AGREED TO ASSUME THE NET UNFUNDED OBLIGATIONS OF THE MORTON HOSPITAL EMPLOYEES PENSION PLAN WITH RESPECT TO ITS CURRENT AND FORMER EMPLOYEES, EFFECTIVE ON THE CLOSING DATE OF THE TRANSACTION, ESTIMATED AT $46,641,104. - AGGREGATE CAPITAL EXPENDITURES FOR STEWARD AND ITS WHOLLY-OWNED SUBSIDIARIES OF $85 MILLION OVER THE FIVE-YEAR PERIOD FOLLOWING THE TRANSACTION AND A MAXIMUM OF $35 MILLION DURING YEARS SIX (6) THROUGH TEN (10). - OTHER COMMITMENTS AND OPERATING RESTRICTIONS AS IMPOSED BY THE MASSACHUSETTS ATTORNEY GENERAL AND THE MASSACHUSETTS DEPARTMENT OF PUBLIC HEALTH.
DIRECTOR'S COMPENSATION
FORM 990, PART VII
DR. SAPERIA IS NOT COMPENSATED FOR HIS ROLE AS A BOARD MEMBER HE IS COMPENSATED WITH A 1099 FOR ORTHO COVERAGE AS WELL AS FOR SERVING AS THE PRESIDENT OF THE MEDICAL STAFF.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.