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
Eastern Maine Healthcare Systems EMMC Eastern Maine Medical Center EMMC
Employer identification number
01-0211501
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
Eastern Maine Healthcare Systems EMMC Eastern Maine Medical Center EMMC
Employer identification number
01-0211501
Identifier
Return Reference
Explanation
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Increases
Transfer from exempt parent-Eastern Maine Healthcare Systems = $1000
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Increases
Post Retirement Health Benefit FAS158 = $12785482
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Increases
Net Change in Funds Held at Affiliates = $3079674
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Decreases
Contribution To Strat Pool Per Affiliation Agreement = -$4775612
Form 990, Part VI, Line 19
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available
Eastern Maine Medical Center makes its governing documents, conflict of interest policy and financial statements available to the public upon request.
Form 990, Part VI, Line 15b
Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees
Compensation of other officers and key employees of the organization is established by the Human Resources department who utilize external market research to establish compensation ranges for specific positions. The compensation of officers and key employees are reviewed by the system President/CEO and EMMC Executive & Finance committee. On an annual basis, the compensation ranges are compared to the updated survey information. The hiring manager will determine where the employee will fall within the ranges established by the Human Resources department based on experience and credentials.
Form 990, Part VI, Line 15a
Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management
The CEO of Eastern Maine Medical Center and the system President/CEO (President) who serves on the board ex-officio are employed by the system parent, Eastern Maine Healthcare Systems (EMHS). The EMHS Executive Performance Management Committee (the Committee) is responsible to monitor and evaluate the performance of the EMHS President, to set compensation of the EMHS President, and to review recommendations of the EMHS President with respect to compensation of the Chief Executive Officer of the direct subsidiaries, and other direct reports to the President. The Committee is comprised entirely of independent Directors per EMHS bylaws. Process:The Committee meets regularly throughout the fiscal year at the discretion of the Committee chair as well as on call of the Chair of the EMHS board. In carrying out its duties pursuant to the Bylaws, the Committee:- Assures that the executive compensation program is administered in a manner consistent with the EMHS executive compensation philosophy.- Reviews and updates the EMHS executive compensation philosophy which serves as the foundation on which all current and future executive compensation decisions are made.- Assures that value of compensation provided by EMHS does not exceed the value of services provided by the executive.- Reviews annual incentive compensation criteria for eligible executives, as defined by the EMHS President.- Reviews periodic compensation survey information and provides expert input to proposed changes to the executive compensation program.- Assures that a formal and timely performance management system is in place for executives.- Reviews incentive compensation criteria scoring and associated pay schedules for officers and key employees.- Provides any public statements regarding executive compensation practices at EMHS deemed appropriate.- Maintains minutes of the meetings and communicates actions to the EMHS Board of Directors.To accomplish this, the committee uses an external consultant with access to comparative data from independent sources and include national as well as regional data points. The EMHS President reviews all direct report compensation actions with the committee. In addition, the EMHS President ensures that any subsidiary policies and practices governing executive compensation are consistent with the committee's philosophy and practices statement.
Form 990, Part VI, Line 12c
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts
The organization requests updates of potential conflicts and relationships from the officers and Board members on an annual basis. The request requires disclosure of all business relationships, board memberships, and family relationships. A database is maintained that is compared to payroll records and the accounts payable vendor list to identify any potential conflicts of interest. Transactions are reviewed for reasonableness as an arm's length transaction. The first agenda item for board meetings and board committee meetings is for members to declare any conflict of interest with upcoming agenda items or deliberations. At any point when consideration is being given to purchase/contract with a party in interest, the member with the conflict is either excused from the discussion and consideration process or abstains from voting on the matter. All transactions identified with parties in interest are disclosed within the Form 990. All are deemed to be arm's length transactions.
Form 990, Part VI, Line 11b
Form 990, Part VI, Line 11b: Form 990 Review Process
Form 990 is reviewed by the System Director of Financial Services and System Assistant System Controller. It is also provided to each board member either electronically or in hard copy with an opportunity to ask questions prior to filing with the IRS.
Form 990, Part VI, Line 7b
Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders
EMHS has authority to appoint and remove the CEO of the Corporation. EMHS also has joint and superior authority to approve, disapprove or initiate action with respect to the following matters: I. amendments to the corporations Articles of Incorporation or Bylaws;II. changes in legal form of organization of the Corporation;III. election of the Directors/Trustees of the Corporation;IV. action concerning the Corporations operating budget and capital expenditures;V. the Corporations acquisition of assets or assumption of liabilities of an unaffiliated third party;VI. transfer of 5% or more of the assets of the Corporation;VII. financing transactions concerning the Corporation; VIII. merger, consolidation, sale, lease, mortgage, pledge or other disposition of all or substantially all assets of the Corporation; IX. add or revise a health care service of the Corporation;X. discontinue or close a health care service of the Corporation;XI. action concerning the Corporations role in the EMHS Strategic Plan;XII. action concerning the Corporations participation in key strategic affiliations with third parties not affiliated with EMHS; andXIII. dissolution of the Corporation.
Form 990, Part VI, Line 7a
Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body
Each year at their annual meeting, the directors elect replacements for those directors whose terms are expiring Election of directors is subject to ratification by the EMHS Board of Directors.
Form 990, Part VI, Line 6
Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder
Eastern Maine Medical Center (the "Corporation") is a Maine nonprofit corporation. Eastern Maine Healthcare Systems ("EMHS"), also a Maine nonprofit corporation, is the sole corporate member of the Corporation.
Form 990, Part VI, Line 4
Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents
In December 2012 Eastern Maine Healthcare Systems (EMHS), the parent of this corporation, and this corporation together with other direct subsidiaries of EMHS, modernized their governance structure by replacing a traditional reserved powers model for EMHS control over its subsidiaries with a joint initiatory powers model of control. Under the traditional reserved powers model, in addition to the EMHS CEO having exclusive authority to appoint and remove the CEO of the subsidiaries, EMHS exercised control exclusively through approval rights over important subsidiary action. The new joint initiatory powers model gives EMHS authority not only to approve or disapprove important subsidiary action, but also to actually initiate action on behalf of the subsidiaries with respect to the following matters: I. amendments to the corporations Articles of Incorporation or Bylaws;II. changes in legal form of organization of the Corporation;III. election of the Directors/Trustees of the Corporation;IV. action concerning the Corporations operating budget and capital expenditures;V. the Corporations acquisition of assets or assumption of liabilities of an unaffiliated third party;VI. transfer of 5% or more of the assets of the Corporation;VII. financing transactions concerning the Corporation; VIII. merger, consolidation, sale, lease, mortgage, pledge or other disposition of all or substantially all assets of the Corporation; IX. add or revise a health care service of the Corporation;X. discontinue or close a health care service of the Corporation;XI. action concerning the Corporations role in the EMHS Strategic Plan;XII. action concerning the Corporations participation in key strategic affiliations with third parties not affiliated with EMHS; andXIII. dissolution of the Corporation
Form 990, Part VI, Line 2
Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et
Deborah C. Johnson, officer is a board member of Husson University and Jill McDonald, officer is a member of Husson Board of Visitors.
Form 990, Part III, Line 4d
Form 990, Part III, Line 4d: Other Program Services Description
OTHER PROGRAM SERVICES 4: Provide healthcare services regardless of ability to pay as well as education, research and promotion of health. Provided other uncompensated care (at cost) of $12,302,327.Eastern Maine Medical Center (EMMC) has served communities throughout our region for 121 years. Under community direction, it has grown from a five-bed general hospital into a comprehensive, 411 bed tertiary medical center with primary and secondary care components. EMMC is a nonprofit hospital, serving all who need care, regardless of ability to pay.EMMC also provides outreach clinics to many local hospitals in the region, allowing easier access to patients and supporting the role of those hospitals in their communities. EMMC provides access to medical data to hospitals across the State through its PACS system, helping to improve the quality of care patients receive. Additional information can be found at EMMC's website: www.emmc.org.Additional StatisticsTotal admissions 21,230Percent Occupancy of Available Beds 77.7%Cardiac Catheterization Procedures 5,273Cardiac Surgery Cases 383Emergency Room Visits 38,764Medical Imaging Procedures 139,634Surgery Cases 18,502Live Births 1,648Family Practice Visits 28,474Total Outpatient Visits 427,008Patient Days 107,384Services provided to those who could not pay $55,687,300 OTHER PROGRAM SERVICES 5: Please see the following excerpt from the EMHS Annual Report to the Community for details of community benefit projects by EMMC.Leadership: Deborah Carey Johnson, RN, President and CEO; Liane Judd, Board ChairDescription: Eastern Maine Medical Center is the acute care specialty referral hospital for northern, eastern, and central Maine, providing leading edge programs in cancer, surgery, and cardiac care, among many others. EMMC also provides progressive, patient-centered care in several ambulatory and diagnostic facilities and physician practice settings.Employees: 3,960Location: Bangor, Brewer, Hampden, OronoEastern Maine Medical Center Highlights-Earned an A Hospital Safety Score from the Leapfrog Group.-Received Joint Commission recertification for EMMC Total Joint Care and EMMC Primary Stroke Care and reverification from the American College of Surgeons for EMMC Trauma Care.-Platinum Well Workplace Award received from Wellness Council of America.-Completed merger with Northeast Cardiology Associates, more closely aligning cardiac services for patients.-Broke ground on the Modernization Project, the largest improvement project in EMMCs history.-Achieved Get With The Guidelines-Stroke Gold Plus Achievement Award, for highest quality patient care program. TOTAL COMMUNITY BENEFIT: $107,809,582Community Health Improvement Services: $1,591,038Health Professions Education: $2,807,322Subsidized Health Services: $68,132Research: $1,699,547Financial and In-Kind Contributions: $10,105Community Benefit Operations: $1,689,000Unrecoverable Interest Cost on funds used to subsidize state MaineCare/Medicaid underpayments of $83.0M $7,516,293Traditional Charity Care: $13,336,812Unpaid Cost of Public Programs:Medicaid: $48,237,121Medicare: $30,854,212Philanthropy: $3,118,359 OTHER PROGRAM SERVICES 6: OTHER PROGRAM SERVICES 7: OTHER PROGRAM SERVICES 8:
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.