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. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
WESTERN RESERVE CARE SYSTEM CO WINTER HARBOR LLC
Employer identification number
34-1454933
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
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—2012.
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—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
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) 2013
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.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
WESTERN RESERVE CARE SYSTEM CO WINTER HARBOR LLC
Employer identification number
34-1454933
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 6
CLASSES OF MEMBERS OR STOCKHOLDERS THE SOLE MEMBER OF THE ORGANIZATION IS FORUM HEALTH. FORUM HEALTH IS AN OHIO NONPROFIT CORPORATION THAT, AS THE PARENT OF THIS ORGANIZATION, HAS THE RIGHTS TO ELECT MEMBERS OF THE GOVERNING BODY, APPROVE SIGNIFICANT DECISIONS OF THE GOVERNING BODY AND MAY RECEIVE A SHARE OF THE ORGANIZATION'S NET ASSETS UPON DISSOLUTION. FORUM HEALTH IS THE CORPORATE PARENT OF THE INTEGRATED HEALTH SYSTEM TO WHICH THIS ORGANIZATION BELONGS.
FORM 990, PART VI, SECTION A, LINE 7A
ELECTION OF MEMBERS AND THEIR RIGHTS PERIODICALLY, OR AS VACANCIES ARISE, FORUM HEALTH, AS THE SOLE MEMBER OF THE ORGANIZATION, HAS THE RIGHT TO APPOINT ONE OR MORE MEMBERS OF THE BOARD OF TRUSTEES.
FORM 990, PART VI, SECTION A, LINE 7B
DECISIONS SUBJECT TO APPROVAL OF MEMBERS THE FOLLOWING ACTIONS SHALL NOT BE TAKEN BY OR ON BEHALF OF WESTERN RESERVE CARE SYSTEM (WRCS) UNLESS THE PRIOR APPROVAL OF FORUM HEALTH HAS BEEN RECEIVED: A MERGER OR CONSOLIDATION OF WRCS WITH OR INTO ANOTHER ENTITY; A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OPERATIONS OF WRCS; THE TRANSFER OF CONTROL OF WRCS TO ANY OTHER PERSON OR ENTITY; THE DISSOLUTION OR LIQUIDATION OF WRCS; AMENDMENTS TO THE ARTICLES OF INCORPORATION OR CODE OF REGULATIONS OF WRCS; ELECTION OR REMOVAL OF MEMBERS OF THE WRCS BOARD OF TRUSTEES; SUCH EXPENDITURES, PLANS, BUDGETS OR ACTIVITIES AS FORUM HEALTH DEEMS APPROPRIATE AND SHALL SPECIFY TO WRCS AS REQUIRING FORUM HEALTH'S PRIOR APPROVAL.
FORM 990, PART VI, SECTION B, LINE 11
ORGANIZATION'S PROCESS TO REVIEW FORM 990 AT THE TIME OF THIS RETURN'S FILING, THE BOARD WAS NOT ACTIVE. ON 10/01/10, COMMUNITY HEALTH SYSTEMS, INC. ACQUIRED SUBSTANTIALLY ALL OF THE ASSETS OF WESTERN RESERVE CARE SYSTEM. THIS ENTITY IS NO LONGER ACTIVE.
FORM 990, PART VI, SECTION B, LINE 12C
ENFORCEMENT OF CONFLICTS POLICY THE ORGANIZATION FOLLOWS THE CONFLICT OF INTEREST POLICY OF FORUM HEALTH, THE PARENT OF THE INTEGRATED HEALTH SYSTEM TO WHICH THIS ORGANIZATION BELONGS. FORUM HEALTH MONITORS FOR ACTUAL AND PROPOSED CONFLICTS OF INTEREST THROUGH THE CORPORATE COMPLIANCE DEPARTMENT THAT PROVIDES ANNUAL EMPLOYEE EDUCATION ON ITS CONFLICTS OF INTEREST POLICY AND REQUIRES ALL TRUSTEES, OFFICERS AND MANAGEMENT EMPLOYEES TO ANNUALLY COMPLETE CONFLICT OF INTEREST QUESTIONNAIRES. FORUM HEALTH HAS DEVELOPED THIS POLICY TO GUIDE THE TRUSTEES (DIRECTORS), OFFICERS, EMPLOYEES AND AFFILIATES ASSOCIATED AND AFFILIATED WITH THE FORUM HEALTH SYSTEM IN AVOIDING CONFLICTS OF INTEREST AND IN IDENTIFYING AND DISCLOSING ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AND TO PROTECT FORUM HEALTH FROM ENTERING INTO ANY ARRANGEMENT THAT BENEFITS OR POTENTIALLY BENEFITS THE PRIVATE INTEREST(S) OF ANY OFFICER, TRUSTEE (DIRECTOR), OR OTHER PERSON AFFILIATED WITH OR IN A POSITION TO EXERT SUBSTANTIAL INFLUENCE OR CONTROL OVER THE AFFAIRS OF THE FORUM HEALTH SYSTEM OR ANY OF ITS CORPORATE ENTITIES. BELOW IS THE CORPORATE CONFLICT OF INTEREST POLICY FOLLOWED BY THE ORGANIZATION. OFFICERS, DIRECTORS OR TRUSTEES, EXECUTIVES, EMPLOYEES, AFFILIATES, AGENTS AND CONTRACTORS, AND INTERESTED PERSONS/INSIDERS OF FORUM HEALTH SYSTEM ENTITIES SHALL NOT ENGAGE IN ACTUAL, POTENTIAL, APPARENT OR INDIRECT CONFLICTS OF INTEREST AS DEFINED IN THIS POLICY. CONFLICTS OF INTEREST PERTAIN TO FINANCIAL OR NON-FINANCIAL INTERESTS. ANY PERSON OR ENTITY HAVING ANY SUCH CONFLICT OF INTEREST HAS A DUTY TO DISCLOSE IT TO THE ORGANIZATION PURSUANT TO THIS POLICY, AS FOLLOWS: TRUSTEES OR DIRECTORS OF ALL FORUM HEALTH ENTITIES WILL ANNUALLY DISCLOSE ANY CONFLICTS OF INTEREST FOR THE RECORD TO THE SYSTEM BOARD OF TRUSTEES AND PROMPTLY DISCLOSE ANY CONFLICTS OF INTEREST WHEN RECOGNIZED TO THE BOARD PURSUANT TO THE BOARD'S CONFLICT OF INTEREST PROTOCOLS. THE GENERAL COUNSEL/CORPORATE SECRETARY REVIEWS ALL CONFLICT DISCLOSURES BY MEMBERS OF THE BOARD OF TRUSTEES. MEMBERS OF THE EXECUTIVE, SENIOR LEADERSHIP, AND MANAGEMENT TEAMS PROMPTLY DISCLOSE ANY CONFLICT OF INTEREST TO THE CEO, CHIEF COMPLIANCE OFFICER, OR CHAIR OF THE BOARD OF TRUSTEES. PHYSICIANS, AGENTS AND CONTRACTORS SHALL DISCLOSE ANY FINANCIAL INTEREST, OWNERSHIP INTEREST OR OTHER BUSINESS RELATIONSHIP, DIRECT OR INDIRECT, WITH COMPANIES, AFFILIATES OR PROVIDERS OF PRODUCTS OR SERVICES USED AT FORUM HEALTH, AND/OR FOR PATIENTS SEEN AT A FORUM FACILITY, RELATED TO GRADUATE MEDICAL EDUCATION (TEACHING, PRESENTATIONS OR RESEARCH) AND RELATED TO OR FOR USE IN RESEARCH CONDUCTED AT A FORUM FACILITY AND/OR REVIEWED THROUGH A FORUM IRB. EMPLOYEES DISCLOSE ANY CONFLICTS OF INTEREST TO THEIR SUPERVISORS PROMPTLY WHEN RECOGNIZED. SUPERVISORS CONSULT APPROPRIATE EXECUTIVE OR SENIOR MANAGEMENT AND THE CHIEF COMPLIANCE OFFICER REGARDING ANY CONFLICTS OF INTEREST DISCLOSURES. ADMINISTRATORS AND EMPLOYEES IN A POSITION TO INFLUENCE, AND IN AREAS WHERE CONFLICTS OF INTEREST ARE LIKELY TO ARISE (E.G., PHARMACY, BUSINESS OFFICE, FINANCE, PHYSICIAN CONTRACTING, LEASING, PURCHASING, PURCHASED SERVICES, FACILITIES MANAGEMENT, RESEARCH, AND THE LIKE) DISCLOSE ANY CONFLICTS OF INTEREST TO THE CEO, LEGAL SERVICES AND THE CORPORATE COMPLIANCE OFFICER OR OTHER DESIGNEE AS NOTED AND THROUGH ANNUAL DISCLOSURE PROTOCOLS. DISCLOSED CONFLICTS OF INTEREST: WITHIN THE DISCRETION OF MANAGEMENT, AND SUBJECT TO THE REQUIREMENT OF THE BOARD OF TRUSTEES CONFLICT OF INTEREST POLICY, WHEN A CONFLICT OF INTEREST IS DISCLOSED IN ADVANCE, THE ORGANIZATION TAKES ACTION TO ASSURE THE CONFLICTED PERSON OR ENTITY IS REMOVED FROM THE CONFLICT SITUATION (E.G., RECUSAL FROM VOTING ON THE ISSUE, REMOVAL FROM DECISION MAKING RESPONSIBILITY OVER THE ISSUE, ETC.) OR TO ASSURE DECISION MAKERS ARE AWARE OF THE CONFLICT SO THEY CAN TAKE INTO ACCOUNT THE POSSIBLE COMPETING INTERESTS WHEN MAKING DECISIONS. UNDISCLOSED CONFLICT OF INTEREST: AN UNDISCLOSED CONFLICT OF INTEREST REQUIRES DISCIPLINARY MEASURES CONSISTENT WITH THE DISCIPLINARY POLICY AND PROCEDURE OF FORUM HEALTH AND AS RECOMMENDED BY HUMAN RESOURCES, IN CONSULTATION WITH AND UPON THE APPROVAL BY THE CHIEF EXECUTIVE OFFICER AND/OR BOARD OF TRUSTEES. DISCIPLINE FOR UNDISCLOSED CONFLICTS OF INTEREST MAY BE SEVERE, UP TO AND INCLUDING TERMINATION OF EMPLOYMENT.
FORM 990, PART VI, SECTION B, LINE 15
COMPENSATION PROCESS FOR TOP OFFICIALS THE ORGANIZATION FOLLOWS THE COMPENSATION PRACTICES OF FORUM HEALTH, THE PARENT OF THE INTEGRATED HEALTH SYSTEM TO WHICH THIS ORGANIZATION BELONGS. COMPENSATION FOR THE ORGANIZATION'S CEO, OTHER OFFICERS AND KEY EMPLOYEES IS DETERMINED BY FORUM HEALTH. THE FORUM HEALTH BOARD OF TRUSTEES HAS ESTABLISHED A COMPENSATION COMMITTEE FOR THE PURPOSE OF REVIEWING AND APPROVING, ON BEHALF OF THE BOARD OF TRUSTEES, MANAGEMENT RECOMMENDATIONS REGARDING ALL FORMS OF COMPENSATION TO BE PROVIDED TO EACH EXECUTIVE OFFICER AND DIRECTOR OF THE ORGANIZATION. THE COMMITTEE SHALL CONSIST OF A MINIMUM OF THREE MEMBERS OF THE BOARD OF TRUSTEES, ALL OF WHOM SHALL BE "INDEPENDENT" UNDER THE STANDARDS SET FORTH IN THE ORGANIZATION'S CORPORATE GOVERNANCE PRINCIPLES, AS WELL AS UNDER ANY ADDITIONAL OR SUPPLEMENTAL INDEPENDENCE STANDARDS APPLICABLE TO COMPENSATION COMMITTEES ESTABLISHED UNDER ANY APPLICABLE LAW, RULE OR REGULATION. THE COMMITTEE REVIEWS WITH THE ORGANIZATION'S EXECUTIVE MANAGEMENT AND APPROVES ALL FORMS OF COMPENSATION TO BE PROVIDED TO EACH EXECUTIVE OFFICER AND NON-EMPLOYEE DIRECTOR. THE COMMITTEE ALSO REVIEWS WITH THE ORGANIZATION'S EXECUTIVE MANAGEMENT AND APPROVES RECOMMENDATIONS WITH REGARD TO AGGREGATE SALARY AND BONUS BUDGET GUIDELINES FOR ALL OF THE ORGANIZATION'S EMPLOYEES WHO MEET REVIEW CRITERIA. THE COMMITTEE MONITORS SUMMARY DATA ON THE ORGANIZATION'S POPULATION (E.G., TOTAL COMPENSATION COSTS, COMPENSATION BENCHMARK DATA, EMPLOYEE DIVERSITY, TURNOVER LEVELS, ETC.). THE COMMITTEE HAS THE POWER AND AUTHORITY TO RETAIN SUCH COMPENSATION CONSULTANTS, OUTSIDE COUNSEL AND OTHER ADVISORS AS THE COMMITTEE MAY DEEM APPROPRIATE. THE COMMITTEE HOLDS REGULAR MEETINGS AND MAINTAINS WRITTEN MINUTES OF EACH MEETING.
FORM 990, PART VI, SECTION C, LINE 19
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.