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
EMERSON HOSPITAL
Employer identification number
04-2103565
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
EMERSON HOSPITAL
Employer identification number
04-2103565
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 3
EMERSON HOSPITAL OUTSOURCED THE MANAGEMENT OF THE FOLLOWING OPERATIONS: 1. TRANSITIONAL CARE UNIT TO RADIUS 2. NUTRITION ENGINEERING AND ENVIRONMENTAL SERVICES TO SODEXHO 3. WOUND CARE CLINIC TO DIVERSIFIED CLINICAL SERVICES 4. SLEEP LAB TO NEUROCARE 5. PROPERTY MANAGEMENT OF SELECTED SATELLITE LOCATIONS TO CHARLES JAMES ASSOCIATES
FORM 990, PART VI, SECTION A, LINE 6
EMERSON HEALTH SYSTEM, INC, ACTING THROUGH ITS BOARD OF DIRECTORS, IS THE MEMBER FOR EMERSON HOSPITAL.
FORM 990, PART VI, SECTION A, LINE 7A
THE NUMBER AND COMPOSITION OF THE BOARD OF DIRECTORS IS FIXED ANNUALLY BY THE MEMBER, EMERSON HEALTH SYSTEM.
FORM 990, PART VI, SECTION A, LINE 7B
THE NUMBER AND COMPOSITION OF THE BOARD OF DIRECTORS IS FIXED ANNUALLY BY THE MEMBER, EMERSON HEALTH SYSTEM.
FORM 990, PART VI, SECTION B, LINE 11
THE COMPLETED FORM 990 WAS PRESENTED TO THE EMERSON HOSPITAL BOARD OF DIRECTORS DURING A REGULARLY SCHEDULED BOARD MEETING AND WAS OPEN FOR REVIEW, DISCUSSION, QUESTIONS AND COMMENTS. FURTHER EDUCATIONAL SESSIONS WERE OFFERED FOR ANY BOARD MEMBER TO REVIEW THE FORM 990 IN MORE DETAIL WITH THE CHIEF FINANCIAL OFFICER. IN ADDITION, THE SCHEDULE J WAS REVIEWED IN DETAIL IN A SESSION WITH THE COMPENSATION COMMITTEE AND THE FORM 990 WAS REVIEWED IN ITS ENTIRETY IN DETAIL IN A SESSION WITH THE AUDIT COMMITTEE.
FORM 990, PART VI, SECTION B, LINE 12C
THE BOARD OF DIRECTORS REQUIRES THAT ALL BOARD MEMBERS AND SENIOR MANAGERS COMPLETE AND SIGN THE CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. THE CEO REVIEWS THESE QUESTIONNAIRES AND SUMMARIZES ANY ISSUES THAT COULD CREATE A CONFLICT OF INTEREST. THIS SUMMARY IS REVIEWED BY THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS AND IS PRESENTED TO THE ENTIRE BOARD ANNUALLY SO THAT ALL BOARD MEMBERS ARE AWARE OF POTENTIAL CONFLICTS OF INTEREST AND HAVE INFORMATION THEY CAN RELY ON IF THEY FEEL AN INDIVIDUAL MAY HAVE DIVIDED LOYALTIES ON A DECISION COMING BEFORE THE BOARD OF DIRECTORS. THE BOARD CHAIR IS RESPONSIBLE FOR EVALUATING ANY CONFLICT OF INTEREST AND DETERMINING THE TREATMENT OF THE SITUATION ACCORDING TO BOARD POLICY.
FORM 990, PART VI, SECTION B, LINE 15
THE BOARD OF DIRECTORS HOLDS THE SOLE RESPONSIBILITY FOR ESTABLISHING THE COMPENSATION OF EMERSON HOSPITAL'S CEO. THE COMPENSATION COMMITTEE, A SUBCOMMITTEE OF THE BOARD OF DIRECTORS COMPRISED OF AT LEAST THREE INDEPENDENT BOARD MEMBERS, IS RESPONSIBLE FOR THE REVIEW AND RECOMMENDATION OF THE CEO'S COMPENSATION. THIS ANALYSIS INCLUDES AN ANNUAL INDEPENDENT REVIEW OF COMPARABLE INSTITUTIONS. THE VICE PRESIDENT OF HUMAN RESOURCES, ACTING AS STAFF SUPPORT FOR THE COMMITTEE, MAINTAINS WRITTEN RECORDS ON COMPENSATION AND THE COMMITTEE'S ACTIONS. MEETING MINUTES DOCUMENT THE COMMITTEE'S DECISION-MAKING PROCESS, THE TYPES OF COMPARABLE DATA THAT WERE USED TO DETERMINE THE FAIR MARKET VALUE FOR AN EXECUTIVE'S SERVICES AND THE NATURE OF ANY DECISIONS MADE SO AS TO ESTABLISH A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR COMPENSATION FOR A DISQUALIFIED INDIVIDUAL. THE COMPENSATION COMMITTEE ALSO REVIEWS AND APPROVES THE CEO'S RECOMMEDATION OF COMPENSATION FOR KEY EMPLOYEES INCLUDING OFFICERS AND VICE PRESIDENTS OF THE HOSPITAL. THIS ANALYSIS INCLUDES ANNUAL INDEPENDENT REVIEW OF COMPARABLE INSTITUTIONS. THE VICE PRESIDENT OF HUMAN RESOURCES, ACTING AS STAFF SUPPORT FOR THE COMMITTEE, MAINTAINS WRITTEN RECORDS ON COMPENSATION AND THE COMMITTEE'S ACTIONS. MEETING MINUTES DOCUMENT THE COMMITTEE'S DECISION-MAKING PROCESS, THE TYPES OF COMPARABLE DATA THAT WAS USED TO DETERMINE THE FAIR MARKET VALUE FOR AN EXECUTIVE'S SERVICES AND THE NATURE OF ANY DECISIONS MADE SO AS TO ESTABLISH A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR COMPENSATION FOR A DISQUALIFIED INDIVIDUAL.
FORM 990, PART VI, SECTION C, LINE 18
FORM 990 IS AVAILABLE ON THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FORMS 1023, 990, AND 990T ARE AVAILABLE UPON REQUEST TO THE HOSPITAL.
FORM 990, PART VI, SECTION C, LINE 19
HOSPITAL'S BY-LAWS ARE AVAIALABLE ON THE MASSACHUSETTS SECRETARY OF STATE'S WEBSITE. CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST.
FORM 990, PART XI, LINE 9:
NET ASSETS RELEASED FOR PLANT AND EQUIPMENT 643,074. BENEFIT FLAN RELATED CHANGES OTHER THAN NET PERIODIC BENEFIT COSTS -3,995,721. TEMPORARILY RESTRICTED CHANGE IN INTEREST IN FOUNDATION 883,220. PERMANENTLY RESTRICTED CHANGE IN INTEREST IN THE FOUNDATION 29,921. NET ASSETS RELEASED TO THE FOUNDATION 207,155. CHANGE IN UNREALIZED DEPRECIATION ON INVESTMENTS 107,475.
SCHEDULE K, PART I, COLUMN F DESCRIPTION OF TAX EXEMPT BOND PURPOSE
SERIES E BOND PROCEEDS WERE USED TO: (I) PROVIDE FOR THE CURRENT REFUNDING OF PRIOR BONDS, THE PROCEEDS OF WHICH WERE USED TO CONSTRUCT, RENOVATE, AND EQUIP PORTIONS OF THE INSTITUTIONS CAMPUS INCLUDING CONSTRUCTING THE JOHN CUMMING BUILDING, AN ADDITION TO THE WHEELER BUILDING, CONSTRUCTION OF A BUILDING TO HOUSE PATIENT CARE SERVICES, LABORATORY AND REHABILITATION SERVICES, A 31-BED PSYCHIATRIC UNIT, A 32-BED MEDICAL SURGICAL UNIT, 24 OBSTETRICS BEDS, 8 BIRTHING ROOMS, 2 DELIVERY ROOMS, A NEWBORN NURSERY AND CONSTRUCTION OF A FIVE LEVEL PARKING GARAGE WITH APPROXIMATELY 465 PARKING SPACES AND RENOVATING THE WHEELER BUILDING; (II) PROVIDE FOR THE FINANCING AND REFINANCING OF (A) RENOVATIONS TO EXISTING PRE AND POST OPERATING SURGICAL DAY CARE SUITES, THE CONSTRUCTION OF A NEW CYSTOSCOPY ROOM, CONSTRUCTION OF TWO OPERATING ROOMS AND RENOVATION OF THE POST ANESTHESIA CARE UNIT, (B) EXPANSION OF EXISTING SPACE USED FOR RADIOLOGY SERVICES INCLUDING CONSTRUCTION OF SEPARATE ENTRANCES AND SEGREGATED PREPARATION ACCESS FOR INPATIENT VERSUS OUTPATIENT USE AND THE ADDITION OF NEW RADIOLOGY EQUIPMENT, (C) EXPANSION OF THE EXISTING OBSTETRICS UNIT IN ORDER TO CREATE PRIVATE ROOMS AND (D) THE ACQUISITION AND INSTALLATION OF CAPITAL EQUIPMENT; (III) FUND THE DEBT SERVICE REVENUE FUND; (IV) PAY THE PREMIUM FOR THE BOND INSURANCE POLICY; AND (V) PAY CERTAIN COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ISSUANCE OF THE SERIES E BONDS. SERIES F PROCEEDS WERE USED TO FINANCE A LINEAR ACCELERATOR VAULT, TO REPAY THE POOL LOAN AND TO PAY CERTAIN COSTS IN CONNECTION WITH THE ISSUANCE OF THE SERIES F BONDS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.