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
MERITER HEALTH SERVICES INC
Employer identification number
39-1412318
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)
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.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
(A)
MERITER HOSPITAL INC
390806367
3
Yes
Yes
Yes
0
Total
0
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
MERITER HEALTH SERVICES INC
Employer identification number
39-1412318
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
DAVID BOYER BUSINESS RELATIONSHIP WITH GEORGE KAMPERSCHROER,
FORM 990, PART VI, SECTION A, LINE 4
ON DECEMBER 13, 2013, THE MERITER HEALTH SERVICES (MHS) BOARD APPROVED AMENDED AND RESTED BYLAWS. THE BYLAWS WERE AMENDED TO ALLOW FOR A SINGLE CLASS OF VOTING MEMBERS, AND TO APPOINT IOWA HEALTH SYSTEM, DBA UNITYPOINT HEALTH (UPH) TO BECOME THE SOLE MEMBER OF THAT CLASS EFFECTIVE JANUARY 1, 2014 IN CONNECTION WITH THE AFFILIATION OF MHS WITH UPH. THE AMENDED BYLAWS OUTLINED THE VOTING RIGHTS AND RESPONSIBILITIES OF UPH AS THE SOLE MEMBER OF MHS, AND INDICATE THAT MHS MUST OBTAIN APPROVAL FROM UPHS BOARD OF DIRECTORS WITH RESPECT TO CERTAIN ACTIONS. THOSE ACTIONS INCLUDE THE APPROVAL OF STRATEGIC PLANS FOR MHS AND ANY MERITER AFFILIATE, ADOPTION OF BUSINESS PLANS, OPERATING AND CAPITAL BUDGETS AND INCURRENCE OF LONG-TERM INDEBTEDNESS BY MHS OR ANY MERITER AFFILIATE, SELECTION OF OR REMOVAL OF ANY PRESIDENT OR CEO, AMENDING BYLAWS OF MHS OR ANY MERITER AFFILIATE, MANAGED CARE STRATEGY, OR TRANSFER OF ASSETS BETWEEN MHS AND OTHER MERITER AFFILIATES OR UPH AFFILIATES. THESE CHANGES ARE EFFECTIVE BEGINNING JANUARY 1, 2014.
FORM 990, PART VI, SECTION B, LINE 11
MERITER CONTRACTS WITH AN OUTSIDE PUBLIC ACCOUNTING FIRM TO PREPARE ALL INCOME TAX RETURNS. MERITER'S ACCOUNTING DEPARTMENT STAFF COMPLETES AND THE CORPORATE CONTROLLER REVIEWS THE COMPREHENSIVE TAX ORGANIZER PROVIDED BY THE TAX FIRM. THE CORPORATE CONTROLLER AND THE TAX FIRM WORK TOGETHER TO PREPARE TAX RETURNS TO REFLECT INFORMATION THAT AFFECTS THE FORM 990. TWO WEEKS PRIOR TO FILING, THE RETURNS WILL BE POSTED TO THE BOARD GOVERNANCE INTERNAL WEB SITE ACCOMPANIED BY A MEMO HIGHLIGHTING THE KEY POINTS OF INTEREST FOR THE FILING YEAR AND CONTAINING THE ANTICIPATED FILING DATE IN ADDITION TO PROVIDING CONTACT INFORMATION FOR FURTHER INQUIRY BY THE BOARD. IN ADDITION, AND IN GENERAL, THE FORM 990 WILL BE FORMALLY PRESENTED TO THE AUDIT COMMITTEE OF THE BOARD PRIOR TO FILING.
FORM 990, PART VI, SECTION B, LINE 12C
THE BOARD OF DIRECTORS CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. ON A PROACTIVE BASIS, DECLARATIONS OF POTENTIAL CONFLICTS OF INTEREST ARE SIGNED WHEN EACH DIRECTOR JOINS THE BOARD AND ANNUALLY THEREAFTER. THE CEO AND BOARD CHAIR MONITOR THE POTENTIAL CONFLICTS DISCLOSED BY BOARD MEMBERS AND MANAGE ATTENDANCE AT MEETINGS AND PARTICIPATION IN VOTES ACCORDING TO THE ISSUE ON THE AGENDA. INDIVIDUAL DIRECTORS ALSO MONITOR THEIR POTENTIAL CONFLICTS AND RECUSE THEMSELVES FROM BOARD DISCUSSION AND/OR VOTES AS REQUIRED BY THE CIRCUMSTANCES. THE PROCESS OF MANAGING CONFLICTS OF INTEREST IS RECORDED IN THE MEETING MINUTES. BELOW IS THE 2013 CONFLICT OF INTEREST DISCLOSURE: DRS. ROTHSTEIN, MANNING AND PRIEST ARE MEMBERS OF PHYSICIAN PLUS INVESTMENT GROUP LLP WHICH IS A 20% OWNER OF PHYSICIANS PLUS INSURANCE CORPORATION WHERE MERITER HEALTH SERVICES OWNS THE REMAINING 80%. ON DECEMBER 2, 2013 MERITER HEALTH SERVICES INC PURCHASED THE REMAINING 20% OWNERSHIP OF PPIC FROM PPIG LLP. DR. ROTHSTEIN WAS THE MANAGING PARTNER OF PPIG LLP AND DR. PRIEST AND MANNING WERE NON-VOTING MEMBER OF SAME. DR. MANNING IS A MEMBER OF UW MEDICAL FOUNDATION. MERITER PAYS TEACHING STIPENDS TO UW MEDICAL FOUNDATION PHYSICIANS.
FORM 990, PART VI, SECTION B, LINE 15
THE BOARD OF DIRECTORS APPROVES EXECUTIVE COMPENSATION PHILOSOPHY AND STRATEGY. THE BOARD OF DIRECTORS AUTHORIZES A SUB-COMMITTEE OF THE BOARD TO MAKE COMPENSATION DECISIONS WHILE RETAINING OVERSIGHT OF SAID COMMITTEE. AN EXTERNAL HUMAN RESOURCES CONSULTING FIRM IS ENGAGED BY THE BOARD OF DIRECTORS' SUB-COMMITTEE. THIS FIRM COLLECTS AND REVIEWS ALL ORGANIZATIONAL INFORMATION, COMPENSATION DATA, AND BACKGROUND INFORMATION MATCHING ALL EXECUTIVE POSITIONS TO SURVEY BENCHMARKS. USING THIS INFORMATION THE CONSULTING FIRM PRODUCES ESTIMATED MARKET VALUES FOR EACH EXECUTIVE AND RECOMMENDS ANY NECESSARY CHANGES WITH EXECUTIVE COMPENSATION TO THE BOARD COMMITTEE FOR THEIR DECISION.
FORM 990, PART VI, SECTION C, LINE 18
BECAUSE THE ORGANIZATION FILED ITS FORM 1023 BEFORE JULY 1987 AND DID NOT HAVE A COPY OF FORM 1023 ON THAT DATE, IT IS NOT REQUIRED TO MAKE ITS FORM 1023 AVAILABLE FOR PUBLIC INSPECTION.
FORM 990, PART VI, SECTION C, LINE 19
FORM 990, PART VI, SECTION C, LINE 19: AS PRIVATE CORPORATIONS, THE GOVERNING DOCUMENTS ARE NOT MADE PUBLIC. THE CONFLICT OF INTEREST POLICY IS NOT GENERALLY MADE PUBLIC, BUT WOULD BE DISCLOSED TO INTERESTED PARTIES IN THE CONTEXT OF ANY ISSUE THAT MIGHT ARISE. FINANCIAL INFORMATION CONTAINED WITHIN THE 990S IS AVAILABLE TO THE PUBLIC ON GUIDESTAR AND ARE AVAILABLE UPON REQUEST OF ADMINISTRATION.
FORM 990, PART VII:
THE COMPENSATION PAID TO BOARD MEMBERS REFLECTS PAYMENT FOR THEIR SERVICES AS PHYSICIANS TO MERITER MEDICAL GROUP, INC., A RELATED ORGANIZATION, NOT REMUNERATION FOR THEIR PARTICIPATION ON THE BOARD OF TRUSTEES FOR MERITER HOSPITAL, INC. OR MERITER HEALTH SERVICES, INC.
FORM 990, PART IX, LINE 11G
INVESTMENT BANKING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 2,278,735. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,278,735.
FORM 990, PART XI, LINE 9:
UW FOUNDATION PLEDGE PAYMENT 20,000. ADDITIONAL MINIMUM PENSION & RETIREE MEDICAL 18,178,269. NET ASSETS RELEASED FOR CAPITAL 0. DONOR RESTRICTED CONTRIBUTIONS 609,434. DEFERRED TAX ADJUSTMENT -877,441. EQUITY IN AFFILIATES 43,583,948. ROUNDING 0.
FORM 990, PART IX, LINE 24F:
LOSS IN PPIC (SUBSIDIARY) OF $12,498,235, LOSS IN MUWMF CONTRACTING OF $1,489 AND MISCELLANEOUS $84,113.
FORM 990, PART XI, LINE 5:
PLEDGE PAYMENT TO UW FOUNDATION $20,000, ADDITIONAL MINIMUM PENSION & RETIREE MEDICAL BENEFIT $18,178,269, DONOR RESTRICTED CONTRIBUTIONS $609,434, DEFERRED TAX ADJUSTMENT ($877,441) AND EQUITY IN AFFILIATES $43,583,948.
FORM 990, PART VI, SECTION A, LINE 7A AND LINE 7B:
MERITER HEALTH SERVICES, INC. IS A SELF-PERPETUATING BOARD AND ELECTS THE DIRECTORS TO THE MERITER HEALTH SERVICES, INC. BOARD. NO ACTIONS REQUIRE AUTHORIZATION BY ANOTHER BODY.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.