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
HOLY SPIRIT HOSPITAL
Employer identification number
23-1512747
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
HOLY SPIRIT HOSPITAL
Employer identification number
23-1512747
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 1
(1) EXECUTIVE COMMITTEE: CHAIRPERSON, PRESIDENT, VICE-CHAIRPERSON, SECRETARY, TREASURER & ONE ADDITIONAL INDEPENDENT DIRECTOR DESIGNATED BY THE BOARD. CHAIRPERSON OF BOARD IS CHAIRPERSON OF EXECUTIVE COMMITTEE & IN ABSENCE OF CHAIRPERSON, THE VICE-CHAIRPERSON SHALL ACT AS CHAIRPERSON. EXECUTIVE COMMITTEE SHALL BE COMPRISED ENTIRELY OF INDEPENDENT DIRECTORS. (2) EXECUTIVE COMMITTEE SHALL ACT IN THE INTERIM BETWEEN MEETINGS OF FULL BOARD & SHALL BE SUBJECT TO THE CONTROL & DIRECTION OF THE BOARD. THE EXECUTIVE COMMITTEE SHALL ACT ON MATTERS THAT CANNOT REASONABLY AWAIT ACTION BY BOARD OF DIRECTORS. BETWEEN MEETINGS THEY HAVE SPECIFIC AUTHORITY TO CONSIDER & GRANT OR DENY MEDICAL STAFF MEMBERSHIP & CLINICAL PRIVILEGES TO PRACTITIONERS, & CLINICAL PRIVILEGES TO SPECIFIED PROFESSIONAL PERSONNEL. THEY MEET AS NEEDED. CHAIRPERSON OR PRESIDENT MAY CALL A MEETING OF EXECUTIVE COMMITTEE. (3) DUTIES OF EXECUTIVE COMMITTEE, TO EXTENT PERMITTED BY APPLICABLE LAW, SHALL BE, BUT ARE NOT LIMITED TO: (A) ACT ON BEHALF OF THIS CORPORATION BETWEEN MEETINGS OF FULL BOARD OF DIRECTORS. (B) REVIEW ALL REPORTS OF COMMITTEES & TO RECOMMEND APPROPRIATE ACTION TO BOARD OF DIRECTORS. (C) RECOMMEND TO BOARD PERFORMANCE STANDARDS FOR DIRECTORS & OFFICERS. (D) TO IMPLEMENT & MONITOR CONFLICT OF INTEREST POLICY ADOPTED BY MEMBER. (E) TO IMPLEMENT & MONITOR CONFIDENTIALITY POLICY ADOPTED BY MEMBER. (F) TO IMPLEMENT & MONITOR CODE OF CONDUCT ADOPTED BY MEMBER. (G) ALL ACTIONS TAKEN BY EXECUTIVE COMMITTEE SHALL BE REPORTED IN MINUTES & REPORTED TO BOARD OF DIRECTORS AT ITS NEXT MEETING FOR RATIFICATION OR AFFIRMATION.
FORM 990, PART VI, SECTION A, LINE 3
MANAGEMENT SERVICES ARE DELEGATED TO COMPREHENSIVE PHARMACY SERVICES (AKA MCKESSON) FOR MANAGEMENT OF THE PHARMACY AND THE CENTER FOR WOUND HEALING, INC. FOR HYPERBARIC OXYGEN THERAPY AND WOUND CARE. HS ORTHOPEDIC MANAGEMENT LLC OVERSEES THE PARTNERSHIP AGREEMENT WITH THE ORTHOPEDISTS. SODEXHO, INC. PROVIDES MANAGEMENT SERVICES FOR THE FOOD SERVICES DEPARTMENT, HOUSEKEEPING DEPARTMENT AND THE VALET PARKING PROGRAM.
FORM 990, PART VI, SECTION A, LINE 6
THE SOLE MEMBER OF HOLY SPIRIT HOSPITAL IS HOLY SPIRIT HEALTH SYSTEM, A PENNSYLVANIA NON-PROFIT CORPORATION.
FORM 990, PART VI, SECTION A, LINE 7A
THE CHAIRPERSON OF THE BOARD OF TRUSTEES, SISTERS OF CHRISTIAN CHARITY HEALTH CARE CORPORATION, HAS THE POWER TO APPOINT OR REMOVE THE PRESIDENT AND/OR CHIEF EXECUTIVE OFFICER OF THE HOSPITAL. THE BOARD OF DIRECTORS OF HOLY SPIRIT HEALTH SYSTEM (SOLE CORPORATE MEMBER OF HOLY SPIRIT HOSPITAL) HAS THE POWER TO ELECT THE DIRECTORS OF HOLY SPIRIT HOSPITAL AND TO APPROVE THE NOMINEES FOR ELECTED OFFICERS OF HOLY SPIRIT HOSPITAL.
FORM 990, PART VI, SECTION A, LINE 7B
THE GOVERNANCE STRUCTURE OF HOLY SPIRIT HEALTH SYSTEM PROVIDES RESERVED POWERS IN FAVOR OF SISTERS OF CHRISTIAN CHARITY HEALTH CARE CORPORATION (PARENT) AND HOLY SPIRIT HEALTH SYSTEM (THE CORPORATE MEMBER OF ALL SUBSIDIARY CORPORATIONS). THE RESERVED POWERS PERTAIN TO (I) CAPITAL DEBT OR MODIFICATION OF EXISTING CAPITAL DEBT, (II) SALE OR TRANSFER OF ANY LAND OR BUILDING, (III) ACQUISITION OR PURCHASE OF ANY LAND OR BUILDING, (IV) LEASING OUTSIDE OF THE ORDINARY COURSE OF BUSINESS, (V) APPROVAL OF ANY GUARANTEE OF ANY DEBT, (VI) APPROVAL OF ANY MERGER, CONSOLIDATION, ORGANIZATION OR REORGANIZATION, JOINT VENTURE OR ANY OTHER MODIFICATION OF CORPORATION STRUCTURE OR AFFILIATION, (VII) DISSOLUTION OR TERMINATION OF ANY EXISTING CORPORATION, (VIII) APPOINTMENT OF THE EXTERNAL FISCAL AUDITOR AND (IX) APPOINTMENT OF GENERAL COUNSEL.
FORM 990, PART VI, SECTION B, LINE 11
IN ACCORDANCE WITH THE BYLAWS OF HOLY SPIRIT HEALTH SYSTEM (THE PARENT), THE FORM 990 WAS PRESENTED TO THE HEALTH SYSTEM'S FINANCE AND AUDIT COMMITTEE BY THE EXTERNAL TAX PREPARERS AND MANAGEMENT. FOLLOWING REVIEW AND APPROVAL BY THE FINANCE AND AUDIT COMMITTEE, THE FORM 990 WAS DISTRIBUTED TO THE BOARD OF DIRECTORS OF EACH CORPORATION VIA "BOARDNET" BEFORE THE FORM 990 WAS FILED.
FORM 990, PART VI, SECTION B, LINE 12C
THE HOLY SPIRIT HOSPITAL BYLAWS HAVE A CONFLICT OF INTEREST PROVISION, SPECIFICALLY ARTICLE XII. ARTICLE XII IS APPLICABLE TO "ANY DIRECTOR, OFFICER OR COMMITTEE MEMBER (TO INCLUDE ANY MEMBER OF HIS OR HER IMMEDIATE FAMILY)" AND DESCRIBES THE NATURE OF A CONFLICT OF INTEREST. IN ADDITION, THERE IS A PROVISION IN ARTICLE XII (SECTION 12.2.1) WHICH SETS FORTH THE METHODOLOGY TO DETERMINE WHETHER A DIRECTOR, OFFICER OR COMMITTEE MEMBER HAS A CONFLICT OF INTEREST AND THE REQUIREMENTS PERTAINING TO REMOVAL OF THE DIRECTOR, OFFICER OR COMMITTEE MEMBER WITH THE CONFLICT OF INTEREST FROM THE MEETING, IMPACT ON THE QUORUM AND VOTING. SECTION 12.2 REQUIRES THAT IF A DIRECTOR, OFFICER OR COMMITTEE MEMBER IS DETERMINED TO HAVE A CONFLICT OF INTEREST THAT THE INDIVIDUAL CANNOT BE PRESENT AT THE MEETING WHEN THE MATTER WAS DISCUSSED OR VOTED UPON. ARTICLE XII ALSO REQUIRES THE BOARD OF DIRECTORS OF HOLY SPIRIT HEALTH SYSTEM TO ADOPT A CONFLICT OF INTEREST POLICY REQUIRING PERIODIC STATEMENTS (AT LEAST ANNUALLY) FROM DIRECTORS, OFFICERS AND COMMITTEE MEMBERS TO DISCLOSE EXISTING AND POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, THE BOARD IS REQUIRED TO TAKE CORRECTIVE AND DISCIPLINARY ACTION WITH RESPECT TO TRANSGRESSIONS OF THE CONFLICT OF INTEREST POLICY. ANNUAL COMPLIANCE WITH CONFLICT OF INTEREST POLICY IS MONITORED BY THE EXECUTIVE ASSISTANT TO THE PRESIDENT & CEO. ANY DISCLOSED CONFLICTS NOTED EACH YEAR ARE SENT TO HOSPITAL COUNSEL FOR REVIEW AND FOLLOW UP. EACH SUBSIDIARY CORPORATION HAS A COMPARABLE PROVISION IN ITS CURRENT BYLAWS. ALL DIRECTORS, OFFICERS AND COMMITTEE MEMBERS ARE REQUIRED TO COMPLETE AN ANNUAL STATEMENT DISCLOSING EXISTING OR POTENTIAL CONFLICTS OF INTEREST. THIS ANNUAL DISCLOSURE REQUIREMENT HAS BEEN IN EFFECT FOR ALL CORPORATIONS FOR SEVERAL YEARS. THE HEALTH SYSTEM BOARD OF DIRECTORS ADOPTED A SEPARATE CONFLICT OF INTEREST POLICY ON MARCH 23, 2010. THAT CONFLICT OF INTEREST POLICY IS APPLICABLE TO ALL DIRECTORS, OFFICERS, KEY EMPLOYEES AND COMMITTEE MEMBERS FOR HOLY SPIRIT HEALTH SYSTEM AND ALL SUBSIDIARY CORPORATIONS. THAT CONFLICT OF INTEREST POLICY ALSO HAS EXPANDED THE ANNUAL DISCLOSURE STATEMENT. IN ADDITION, THE CORPORATE COMPLIANCE PROGRAM FOR HOLY SPIRIT HEALTH SYSTEM PROVIDES A CONFLICT OF INTEREST POLICY WHICH IS SUBSTANTIALLY THE SAME AS THE ONE DESCRIBED ABOVE, EXCEPT THAT POLICY IS APPLICABLE TO ALL EMPLOYEES OF HOLY SPIRIT HEALTH SYSTEM AND ALL SUBSIDIARY CORPORATIONS. IT IS NOT APPLICABLE TO DIRECTORS, OFFICERS OR COMMITTEE MEMBERS OF HOLY SPIRIT HEALTH SYSTEM OR ANY SUBSIDIARY CORPORATION.
FORM 990, PART VI, SECTION B, LINE 15
AN INDEPENDENT NATIONALLY RECOGNIZED COMPENSATION CONSULTING FIRM ANNUALLY REVIEWS THE EXECUTIVE COMPENSATION GOVERNANCE PROCESS, EXECUTIVE COMPENSATION PHILOSOPHY, GUIDELINES FOR MANAGEMENT OF COMPENSATION INCREASES AND RECOMMENDS REVISIONS. IN ADDITION, THEY COLLECT COMPETITIVE MARKET DATA FOR DEVELOPMENT OF SALARY RANGES. A SUMMARY INCLUDING ANALYSIS AND RECOMMENDATIONS IS PRESENTED TO THE COMPENSATION COMMITTEE TO THE BOARD OF DIRECTORS FOR THEIR REVIEW AND APPROVAL. THIS PROCESS WAS IMPLEMENTED IN MARCH 2008 AND REPEATED ANNUALLY THROUGH 2014. THIS REVIEW WAS DONE FOR THE CEO, COO, ALL SENIOR VP'S AND VP'S. THE REVIEW AND APPROVAL PROCESS IS DOCUMENTED IN THE MEETING MINUTES OF THE COMPENSATION COMMITTEE.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.
FORM 990, PART IX, LINE 11G
PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 22,170,394. MANAGEMENT AND GENERAL EXPENSES 8,929,537. FUNDRAISING EXPENSES 203,575. TOTAL EXPENSES 31,303,506. OTHER PROFESSIONAL SERVICES: PROGRAM SERVICE EXPENSES 272,125. MANAGEMENT AND GENERAL EXPENSES 4,346,602. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,618,727. RECRUITMENT & EMPLOYMENT FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 112,546. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 112,546. UTILIZATION REVIEW SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 406,203. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 406,203.
FORM 990, PART XI, LINE 9:
CHANGE IN BENEFICIAL INTEREST -56,154. AMORTIZED DISCOUNT OF PLEDGE -448,620.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.