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
2011
Open to Public Inspection
Name of the organization
EDWARD HEALTH SERVICES CORPORATION
Employer identification number
36-3513954
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.?
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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—2011.
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—2010.
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—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2011
Additional Data
Software ID:
11000230
Software Version:
v2011.1.0
-
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
2011
Open to Public Inspection
Name of the organization
EDWARD HEALTH SERVICES CORPORATION
Employer identification number
36-3513954
Identifier
Return Reference
Explanation
Review of form 990 by governing body
Form 990, Part VI, Section B, Line 11b
A DRAFT OF THE FULL FORM 990 WAS PROVIDED TO THE EDWARD HEALTH SERVICES CORPORATION AUDIT COMMITTEE, AND WAS REVIEWED WITH THE ASSISTANCE OF CROWE HORWATH. FOLLOWING REVIEW BY THE AUDIT COMMITTEE, AND PRIOR TO FILING, A FINAL COPY OF THE FORM 990 WAS THEN PROVIDED TO THE FULL BOARD OF TRUSTEES, AND KEY COMPONENTS OF THE FORM 990 WERE ALSO REVIEWED.
Conflict of interest policy
Form 990, Part VI, Section B, Line 12c
EDWARD HEALTH SERVICES CORPORATION, ON BEHALF OF ITSELF AND ALL AFFILIATES INCLUDING EDWARD HOSPITAL, MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY THROUGH ANNUAL REPORTING, AND ONGOING EDUCATION. EACH YEAR, EHSC CONDUCTS AN ANNUAL CONFLICT OF INTEREST REVIEW. THIS PROCESS INVOLVES REQUIRING ALL TRUSTEES, OFFICERS, KEY EMPLOYEES, CONTRACTED PHYSICIANS AND PHYSICIANS IN LEADERSHIP ROLES, AND MANAGEMENT LEVEL EMPLOYEES TO COMPLETE AN ELECTRONIC CONFLICT OF INTEREST QUESTIONNAIRE. THE DATA ARE REPORTED BACK TO THE DIRECTOR OF COMPLIANCE AND PRIVACY, WHO ASSESSES THE REPORTED CONFLICTS TO DETERMINE WHETHER THEY REQUIRE ANY FOLLOW-UP ACTION, INCLUDING DIVESTITURE OF ANY BUSINESS INTEREST OR POSSIBLE TERMINATION OF ANY BUSINESS RELATIONSHIP. THE DIRECTOR OF COMPLIANCE AND PRIVACY ENSURES THAT ALL REQUIRED INDIVIDUALS SUBMIT A COMPLETED QUESTIONNAIRE, AND IF NO REPORT IS COMPLETED, THE MATTER IS REPORTED TO THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES IS ALSO PROVIDED A SUMMARY REPORT OF ALL ACTUAL OR POTENTIAL CONFLICTS OF INTEREST, SO THAT THEY ARE AWARE OF THESE RELATIONSHIPS AS THE BUSINESS OF THE BOARD IS BEING CONDUCTED. IN CASES WHERE AN ACTUAL OR POTENTIAL CONFLICT IS IDENTIFIED, THE CONFLICTED INDIVIDUAL IS EDUCATED ABOUT HOW THEY SHOULD RAISE THIS ISSUE IF THEY ARE EVER IN A POSITION WHERE THEIR CONFLICT MAY BE IMPLICATED. CONFLICTED INDIVIDUALS MUST RECUSE THEMSELVES FROM VOTING, BUT, AT THE DISCRETION OF THE BOARD, MAY BE PERMITTED TO PARTICIPATE IN DISCUSSION ABOUT MATTERS IN WHICH THEY HAVE AN ACTUAL OR APPARENT CONFLICT. IN ADDITION TO THIS ANNUAL REPORTING, ALL INDIVIDUALS NOTED ABOVE ARE ADVISED THAT, PURSUANT TO THE CONFLICTS POLICY, THEY ARE REQUIRED TO REPORT TO THE DIRECTOR OF COMPLIANCE AND PRIVACY ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AS THEY MAY ARISE THROUGHOUT THE COURSE OF THE YEAR.
Process used to establish compensation of top management official
Form 990, Part VI, Section B, Line 15a
EXECUTIVE COMPENSATION, INCLUDING THE CEO AND ALL OFFICERS ("SENIOR MANAGEMENT"), IS MANAGED BY THE EHSC EXECUTIVE COMMITTEE ("COMMITTEE"), ON BEHALF OF EHSC AND ALL OF ITS AFFILIATES. ON AN ANNUAL BASIS, THE COMMITTEE REVIEWS COMPENSATION ARRANGEMENTS, AND BASED ON SUCH REVIEW, THE COMMITTEE RECOMMENDS THE COMPENSATION AWARD FOR THE EHSC CEO FOR THE COMING YEAR TO THE EHSC BOARD FOR APPROVAL. THE COMMITTEE CONDUCTS THE REVIEW IN A MANNER THAT WILL QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTION RULES OF SECTION 4958 OF THE INTERNAL REVENUE CODE. TO THAT END: - THE CEO AND ALL OTHER MEMBERS OF SENIOR MANAGEMENT MAY PARTICIPATE IN THIS REVIEW PROCESS AND BE PRESENT AT MEETINGS OF THE COMMITTEE ONLY IF AND TO THE EXTENT NECESSARY TO ANSWER QUESTIONS AND PROVIDE OTHER INFORMATION THE COMMITTEE NEEDS FOR ITS ANALYSIS, ASSESSMENT AND DELIBERATIONS, AND THEY MUST OTHERWISE RECUSE THEMSELVES FROM COMMITTEE MEETINGS DURING COMMITTEE DEBATE AND VOTING ON COMPENSATION ARRANGEMENTS. - THE COMMITTEE CONFIRMS PRIOR TO COMMENCEMENT OF THE ANNUAL REVIEW THAT NO OTHER MEMBER OF THE COMMITTEE HAS A CONFLICT OF INTEREST WITH REGARD TO THE COMPENSATION MATTERS ADDRESSED IN THE REVIEW. ANY MEMBER IDENTIFIED AS HAVING A CONFLICT SHALL PARTICIPATE IN THE PROCESS ONLY TO THE SAME EXTENT AS MEMBERS OF SENIOR MANAGEMENT. - THE COMMITTEE CONDUCTS THE REVIEW WITH THE ASSISTANCE OF AN EXPERIENCED AND INDEPENDENT COMPENSATION FIRM, WHO SHALL SUMMARIZE ITS ANALYSIS AND FINDINGS IN WRITING TO THE EXECUTIVE COMMITTEE. - THE COMMITTEE OBTAINS AND RELIES UPON CURRENT, COMPARABLE MARKET COMPENSATION DATA FOR APPROPRIATE PEER ORGANIZATIONS FOR EACH COMPENSATION COMPONENT PRIOR TO MAKING ITS DETERMINATION. RELEVANT INFORMATION WILL INCLUDE COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR FUNCTIONALLY COMPARABLE POSITIONS; THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA SERVED BY EHSC; CURRENT COMPENSATION SURVEYS COMPILED BY AN INDEPENDENT FIRM; AND ACTUAL WRITTEN OFFERS FROM SIMILAR ORGANIZATIONS COMPETING FOR THE SERVICES OF THE MEMBERS OF SENIOR MANAGEMENT. - THE EXECUTIVE COMMITTEE ALSO ADEQUATELY AND PROMPTLY DOCUMENTS ITS DECISION. THE DOCUMENTATION STATES THE INTENTION TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS; THE SPECIFIC TERMS OF THE COMPENSATION ARRANGEMENT THAT WERE APPROVED; THE APPROVAL DATE; THE NAMES OF THE INDIVIDUALS PRESENT AND THOSE WHO VOTED; THE SPECIFIC COMPARABILITY DATA OBTAINED AND RELIED UPON; AND AN EXPLANATION AS TO WHY THE APPROVED AMOUNTS ARE CONSIDERED REASONABLE IF THE TERMS OF THE COMPENSATION ARRANGEMENT DIFFER FROM THE COMPARABILITY DATA. IT ALSO REFLECTS THE STEPS TAKEN BY THE COMMITTEE TO CONFIRM THE ABSENCE OF CONFLICTS ON THE PART OF ANY COMMITTEE MEMBER AND TO MEET THE FOREGOING REQUIREMENTS CONCERNING THE NATURE AND EXTENT OF PARTICIPATION OF ANY CONFLICTED COMMITTEE MEMBER OR MEMBERS OF SENIOR MANAGEMENT. IN ADDITION, THE EXECUTIVE COMMITTEE PERIODICALLY REVIEWS THE EXECUTIVE COMPENSATION PLAN, INCLUDING THE PHILOSOPHY, FOR (A) COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, AND (B) ALIGNMENT WITH EHSC'S MISSION, CHARITABLE PURPOSES, GOALS AND STRATEGIES. BASED ON THE REVIEW, THE COMMITTEE DEVELOPS AND RECOMMENDS TO THE FULL BOARD FOR ITS APPROVAL CHANGES IN ONE OR MORE COMPONENTS OF THE PLAN OR THE PLAN PHILOSOPHY THAT THE COMMITTEE CONSIDERS NECESSARY AND APPROPRIATE RELATIVE TO ONE OR BOTH OF THESE CRITERIA. OTHER INDIVIDUALS WHO ARE KEY EMPLOYEES OF EDWARD HEALTH SERVICES CORPORATION ARE COMPENSATED WITH A COMPETITIVE BASE SALARY, ALONG WITH AN INCENTIVE PLAN, WHICH IS REFLECTIVE OF EDWARD'S MARKET, AS DETERMINED BY A REVIEW OF INDEPENDENTLY GATHERED MARKET COMPENSATION SURVEY DATA. - AT THE TIME OF HIRE, THE SALARY DETERMINATION IS MADE BY GIVING CONSIDERATION TO EXPERIENCE PERTINENT TO THE ROLE FOR WHICH THE INDIVIDUAL IS TO BE HIRED. ALSO CONSIDERED ARE NICHE SKILLS OR EXPERIENCE THIS KEY EMPLOYEE BRINGS TO THE ORGANIZATION. SUPPLY AND DEMAND WILL ALSO PLAY A ROLE IN DETERMINING THE HIRE IN RATE OF PAY. BASED ON THESE FACTORS, EHSC HUMAN RESOURCES DEPARTMENT, WHICH SUPPORTS EHSC AND ALL OF ITS AFFILIATES, WILL ASSIGN THE KEY EMPLOYEE TO AN APPROPRIATE PAY GRADE, AND A RATE OF PAY WILL BE OFFERED WITHIN THAT PAY GRADE. - ON AN ANNUAL BASIS, EHSC HUMAN RESOURCES WORKS WITH AN INDEPENDENT THIRD PARTY COMPENSATION CONSULTANT (SULLIVAN COTTER) TO CONDUCT A THOROUGH MARKET REVIEW OF ALL POSITIONS WHICH ARE NOT CONSIDERED SENIOR MANAGEMENT. USING A VARIETY OF SOURCES, OUR SALARY RANGES ARE COMPARED TO THE CURRENT MARKET. PAY GRADE ASSIGNMENTS, AND INDIVIDUAL RATES OF PAY, MAY CHANGE BASED ON THE RESULTS OF THIS ANNUAL MARKET REVIEW. IN ADDITION, ANNUAL MERIT INCREASES MAY BE AWARDED BASED ON EDWARD'S BUDGET FOR THE YEAR.
Process used to establish compensation of other officers/key employees
Form 990, Part VI, Section B, Line 15b
PLEASE SEE THE NARRATIVE TO FORM 990, PART VI, LINE 15A.
Governing documents, conflict of interest policy and financial statements available to the public
Form 990, Part VI, Section C, Line 19
CURRENTLY, THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. IF A REQUEST IS RECEIVED FOR THIS INFORMATION, IT IS FORWARDED ON TO EITHER THE LEGAL DEPARTMENT OR THE FINANCE DEPARTMENT, AND THE MATERIALS WOULD THEN BE PROVIDED TO THE REQUESTOR.
Other changes in net assets or fund balances
Form 990, Part XI, Line 5
NET UNREALIZED GAINS (LOSSES) ON INVESTMENTS - -373969; PREMIER PURCHASING PARTNERS ORDINARY INCOME - -756236; PREMIER PURCHASING PARTNERS UBI - -10083;
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.