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
2012
Open to Public Inspection
Name of the organization
Tucson Medical Center
Employer identification number
86-0137567
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 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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
If the organization did not check a 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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2012
Additional Data
Software ID:
12000229
Software Version:
2012v2.0
-
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
2012
Open to Public Inspection
Name of the organization
Tucson Medical Center
Employer identification number
86-0137567
Identifier
Return Reference
Explanation
Form 990, Part VI, Line 19
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available
Form 990 and Form 990T are available on request. The organization's website is https://www.tmcaz.com/ and our mission, goals, directors and executives and other organizational information is available there.
Form 990, Part VI, Line 15b
Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees
TMC is responsible for the payment of compensation and benefits as well as the process for reviewing and approving compensation and benefits for administrative leadership. For the Chief Executive Officer and Chief Financial Officer as well as other senior leadership positions the compensation committee contracts directly with Sullivan Cotter, an independent third-party compensation consultant, who periodically provides a written report containing a summary of relevant, contemporaneous benchmark information and makes recommendations regarding the level of compensation and benefits that would be reasonable. The compensation committee carefully reviews the information, discusses it directly with the consultant and makes recommendations based upon the information provided. The compensation committee then makes its final recommendation to the full board for their approval.
Form 990, Part VI, Line 15a
Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management
TMC is responsible for the payment of compensation and benefits as well as the process for reviewing and approving compensation and benefits for administrative leadership. For the Chief Executive Officer and Chief Financial Officer as well as other senior leadership positions the compensation committee contracts directly with Sullivan Cotter, an independent third-party compensation consultant, who periodically provides a written report containing a summary of relevant, contemporaneous benchmark information and makes recommendations regarding the level of compensation and benefits that would be reasonable. The compensation committee carefully reviews the information, discusses it directly with the consultant and makes recommendations based upon the information provided. The compensation committee then makes its final recommendation to the full board for their approval.
Form 990, Part VI, Line 12c
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts
TMC Conflict of Interest Policy Excerpt:Article VDisclosure and Process for Resolution1. Disclosure of Conflicts of InterestBiannually, all trustees, officers, and members of board committee shall complete a disclosure form that lists various relationships that give rise to actual or potential conflicts of interest and return the same to the ChiefLegal Officer of the Organization.In addition, they have a continuing duty to disclose potential conflicts and shall disclose any and all actual or potential conflicts of interest as they arise or are discovered during their tenure.The Chief Legal Officer is vested with the authority to bring conflicts or potential conflicts to the attention of the trustees, officers, committee members or applicable body, including the requirement that the person with the alleged conflict recuse himself from participation in the discussion and voting on any issue.2. Determining Whether a Conflict of Interest ExistsThe Chief Legal Officer has been vested with the authority to determine whether a conflict of interest exists. If there is a disagreement with the decision of the Chief Legal Officer, then the Governance Committee shall decide if a conflict of interest exists based on the information presented by the Chief Legal Officer. If a board member disagrees with the Governance Committee decision, the issue will be sent to all remaining board members of the TMC HealthCare board for a vote on the issue for the final resolutionof the issue.3. Procedures for Decision Making when a Conflict of Interest ExistsIf it has been determined that a conflict of interest exists, the following process shall be followed regarding the matter for which a conflict exists:a. The interested person may, but is not required to, participate in the presentation of the matter at the governing board or committee meeting, but after the presentation, he may be asked to leave the meeting during the discussion of the mater, and in any event shall not participate in the vote on the transaction or arrangement involving the possible conflict of interest.b. If the board or committee believes that it needs additional information on alternatives to the proposed business arrangement, then the following process may be followed: a. The chairperson of the board or committee shall, if appropriate, direct management to obtain additional information and alternatives, or appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. b. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or business arrangement from a person or entity that would not give rise to a conflict of interest. c. If a more advantageous transaction or business arrangement is not reasonably possible or readily available under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or business arrangement.
Form 990, Part VI, Line 11b
Form 990, Part VI, Line 11b: Form 990 Review Process
The Form 990 is prepared and reviewed by Financial Services. It is then reviewed by the Chief Financial Officer and Chief Legal Officer for presentation to the Board of Trustees. A copy is provided to the Board via the Board sharepoint site. All questions are addressed prior to filing the form 990 with the Internal Revenue Service
Form 990, Part VI, Line 7b
Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders
TMC HealthCare, the Member, must approve: - The amendment of the Corporation's Articles of Incorporation or Bylaws - The acquisition or creation of any subsidiary or controlled corporation - The merger or consolidation of this Corporation with another corporation, or the entering into any joint venture, partnership, limited liability company, or other business venture with a third party. - The dissolution or liquidation of this Corporation - The expenditure of any funds in excess of those previously approved in the capital and operating budgets of this Corporation - The entering into any loan, indebtedness, guaranty, security interest, mortgage, surety, hypothecation - The disposition of any of its assets in excess of such monetary sum as the Member may determine from time to time to any person other than to the Member or a subsidiary of the Member - The appointment of an independent auditor or hiring of independent counsel
Form 990, Part VI, Line 7a
Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body
The Member's (TMC HealthCare) Board of Trustees electes the Board of Tucson Medical Center.
Form 990, Part VI, Line 6
Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder
The organization's Member is the parent company, TMC HealthCare.
Form 990, Part VI, Line 2
Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et
Michael Bracht has ownership in an anesthesia group which has a business relationship with the company.Mary Cochran is the spouse of a manager employed by the company.David Cohen is a partner in a CPA firm in which another partner provides services to related joint ventures.Henry Boice is a vice president at a bank which provides investment services.J. Manuel Arreguin is the Chief of Staff Elect for 2012 (votes only in absence of Chief of Staff).Michael Probstfeld is Chief of Staff for 2012.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.