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
MARSHALL MEDICAL CENTER
Employer identification number
94-1450151
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
MARSHALL MEDICAL CENTER
Employer identification number
94-1450151
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
JAMES WHIPPLE, SHANNON TRUESDELL AND LAURIE ELDRIDGE ARE BOARD MEMBERS OF EL DORADO SURGERY CENTER, LLC.
FORM 990, PART VI, SECTION B, LINE 11
PRIOR TO FILING THE FORM 990, MANAGEMENT (CFO AND DIRECTOR OF FINANCE) REVIEWS THE FORM 990 IN DETAIL. ANY APPROPRIATE CHANGES ARE MADE AND THEN THE FORM 990 IS SUBMITTED TO THE GOVERNING BOARD OF DIRECTORS (BOD) AUDIT COMMITTEE, A SUBCOMMITTEE OF THE FULL GOVERNING BOD. THE FULL GOVERNING BOD HAS DELEGATED THE RESPONSIBILIY OF REVIEWING THE FORM 990 PRIOR TO FILING WITH THE IRS TO THE BOD AUDIT COMMITTEE. THE BOD AUDIT COMMITTEE PERFORMS A HIGH-LEVEL REVIEW OF THE FORM 990 AND REQUESTS MANAGEMENT TO MAKE ANY CHANGES THE COMMITTEE DEEMS NECESSARY. THE BOD AUDIT COMMITTEE ALSO REPORTS TO THE FULL GOVERNING BOD. PRIOR TO FILING THE FORM 990 WITH THE IRS, THE BOD AUDIT COMMITTEE PROVIDES A SUMMARY TO THE FULL GOVERNING BOARD OF THE BOD AUDIT COMMITTEE'S REVIEW OF THE FORM 990. AT ANY TIME, BOTH BEFORE OR AFTER FILING, THE COMPLETE FORM 990 IS AVAILABLE UPON REQUEST TO ANY MEMBER OF THE GOVERNING BOARD.
FORM 990, PART VI, SECTION B, LINE 12C
OUR POLICY IS TO OBTAIN ON AN ANNUAL BASIS FROM CHIEF ADMINISTRATIVE OFFICERS, VICE PRESIDENTS, DIRECTORS, ASSISTANT DIRECTORS, PURCHASING STAFF, LEGAL STAFF, AND COMPLIANCE STAFF A DISCLOSURE STATEMENT NAMING ANY ORGANIZATIONS, INCLUDING THOSE AFFILIATED WITH MARSHALL MEDICAL CENTER, IN WHICH THE EMPLOYEE AND OR A MEMBER OF HIS/HER IMMEDIATE FAMILY MAY HAVE AN INTEREST EITHER THROUGH EMPLOYMENT, STOCK OR SHARES OWNERSHIP OF FIVE PERCENT OR MORE, CONTRACTUAL AGREEMENT, BOARD MEMBERSHIP, OR DIRECT COMPENSATION OF $1,000 OR MORE. IMMEDIATE FAMILY INCLUDES ANY SPOUSE, PARENT, CHILD, AND/OR SIBLING THAT LIVE IN THE SAME HOUSEHOLD AS THE EMPLOYEE. DISCLOSURE STATEMENTS ARE REVIEWED BY THE CHIEF EXECUTIVE OFFICER FOR ANY ACTUAL OR POTENTIAL CONFLICTS. THE CEO'S DISCLOSURE STATEMENT IS REVIEWED BY THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS. ADDITIONALLY, UPON CONSIDERATION OF ANY NEW CONTRACT AGREEMENT, POTENTIAL PARTIES MUST IDENTIFY ANY POTENTIAL INTERESTED PARTIES IN COMMON. SHOULD ANY TRANSACTION INVOLVING POTENTIAL OR ACTUAL CONFLICTS OF INTEREST ARISE, THE CEO APPOINTS A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE ARRANGEMENT IN QUESTION. DUE DILIGENCE IS EXERCISED TO DETERMINE WHETHER MARSHALL MEDICAL CENTER CAN, WITH REASONABLE EFFORTS, OBTAIN A MORE ADVANTAGEOUS TRANSACTION FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE CEO MAKES THE DETERMINATION WHETHER THE TRANSACTION IS IN MARSHALL MEDICAL CENTER'S BEST INTEREST, BENEFIT, AND IS FAIR AND REASONABLE. IN THE EVENT THAT ANY OF THE AFOREMENTIONED EMPLOYEES OR IMMEDIATE FAMILY MEMBERS HAVE AN OUTSIDE INTEREST THAT CONFLICTS OR SUGGESTS A POSSIBLE CONFLICT WITH MARSHALL MEDICAL CENTER'S BUSINESS INTERESTS, SAID EMPLOYEES ARE RECUSED FROM PARTICIPATING IN DELIBERATIONS AND/OR DECISIONS ABOUT A BUSINESS TRANSACTION. OUR POLICY IS TO OBTAIN ON AN ANNUAL BASIS FROM MEMBERS OF THE GOVERNING BOARD A DISCLOSURE STATEMENT NAMING ANY ORGANIZATIONS, INCLUDING THOSE AFFILIATED WITH MARSHALL MEDICAL CENTER, IN WHICH THE GOVERNING BOARD MEMBER OR AN IMMEDIATE FAMILY MEMBER OF THE BOARD MEMBER MAY HAVE AN INTEREST EITHER THROUGH EMPLOYMENT, OWNERSHIP, CONTRACTUAL AGREEMENT, BOARD MEMBERSHIP, OR COMPENSATION OF $1,000 OR MORE. DISCLOSURE STATEMENTS ARE REVIEWED BY ADMINISTRATVIE OFFICE PERSONNEL FOR ANY ACTUAL OR POTENTIAL CONFLICTS AND ARE AVAILABLE TO ALL BOARD MEMBERS FOR REVIEW. ANY MATERIAL FINDINGS ARE FORWARDED TO ADMINISTRATION FOR RESOLUTION. ADDITIONALLY, UPON CONSIDERATION OF ANY NEW CONTRACT AGREEMENT, VENDORS ARE REVIEWED FOR POTENTIAL CONFLICT OF INTEREST TO IDENTIFY ANY POTENTIAL INTERESTED PARTIES IN COMMON. SHOULD ANY TRANSACTION INVOLVING POTENTIAL OR ACTUAL CONFLICTS OF INTEREST ARISE, THE TRANSACTION MAY BE ENTERED INTO ONLY AFTER THE FOLLOWING STEPS ARE TAKEN BY THE BOARD: A. CONCLUDED THAT THE TRANSACTION WILL BENEFIT THE HOSPITAL AND THAT THE HOSPITAL IS ENTERING INTO THE TRANSACTION FOR ITS OWN BENEFIT (THE MINUTES SHOULD DELINEATE THE BENEFIT); B. CONCLUDED THAT THE TRANSACTION IS FAIR AND REASONABLE TO THE HOSPITAL AT THE TIME IT IS ENTERED; C. AUTHORIZED OR APPROVED IT IN GOOD FAITH BY A VOTE OF THE DIRECTORS WITHOUT COUNTING THE VOTE OF THE INTERESTED PERSON(S), AND WITH KNOWLEDGE OF THE MATERIAL FACTS CONCERNING THE TRANSACTION AND THE DIRECTOR(S)' INTEREST IN THE TRANSACTION, AND D. PRIOR TO AUTHORIZING OR APPROVING THE TRANSACTION THE BOARD HAS DETERMINED AFTER REASONABLE INVESTIGATION AND IN GOOD FAITH THAT THE HOSPITAL COULD NOT HAVE OBTAINED THROUGH REASONABLE EFFORT A MORE ADVANTAGEOUS ARRANGEMENT UNDER THE CIRCUMSTANCES.
FORM 990, PART VI, SECTION B, LINE 15
THE BOARD OF DIRECTORS DECIDES THE CEO'S COMPENSATION WITH INPUT FROM THE AUDIT AND COMPLIANCE COMMITTEES USING DATA COMPILED FROM THE CALIFORNIA HEALTHCARE ASSOCIATION'S ALLIED FOR HEALTH EXECUTIVE COMPENSATION SURVEY AND OTHER SOURCES SUCH AS AN INDEPENDENT COMPENSATION CONSULTANT, AND FOLLOWING THE EXECUTIVE COMPENSATION PHILOSOPHY STATEMENT. THE DATA INCLUDES HOSPITALS FROM NORTHERN AND SOUTHERN CALIFORNIA, AS WELL AS RURAL AND URBAN HOSPITALS. THE DATA DIFFERENTIATES BY BED SIZE, OPERATING EXPENSES, AND FULL-TIME EQUIVILENTS (FTES). ALL INFORMATION UTILIZES AGGREGATE, HISTORICAL INFORMATION. THE AUDIT AND COMPLIANCE COMMITTEES MEET QUARTERLY BUT INCORPORATES COMPENSATION REVIEW ANNUALLY WHEN A REVIEW OF THE CEO'S COMPENSATION IS IN ORDER. THE CEO (ADMINISTRATOR) DECIDES THE COMPENSATION FOR THE COO (ASSISTANT ADMINISTRATOR), CNO (CHIEF NURSING OFFICER) AND CFO (CHIEF FINANCIAL OFFICER), REVIEWING THEM ANNUALLY. THE CHIEF EXECUTIVE TEAM DECIDES COMPENSATION FOR ALL DIVISION/INTERNAL LEADERSHIP VICE PRESIDENTS. THE ABOVE COMPENSATION WAS DETERMINED USING A STATEMENT OF EXECUTIVE COMPENSATION PHILOSOPHY CREATED WITH INPUT FROM AN INDEPENDENT COMPENSATION CONSULTANT WHICH USED DATA COMPILED FROM THE CALIFORNIA HEALTHCARE ASSOCIATION'S ALLIED FOR HEALTH EXECUTIVE COMPENSATION SURVEY AS WELL AS OTHER SURVEYS. THE DATA INCLUDES HOSPITALS FROM NORTHERN AND SOUTHERN CALIFORNIA, AS WELL AS RURAL AND URBAN HOSPITALS. THE DATA DIFFERENTIATES BY BED SIZE, OPERATING EXPENSES, AND FULL-TIME EQUIVALENTS (FTES). ALL INFORMATION UTILIZES AGGREGATE, HISTORICAL INFORMATION.
FORM 990, PART VI, SECTION C, LINE 19
- MARSHALL MEDICAL CENTER'S GOVERNING DOCUMENTS ARE MADE AVAILABLE ACCORDING TO THE CALIFORNIA CORPORATIONS CODE REQUIREMENTS. - OUR CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. - SELECTED FINANCIAL INFORMATION IS PUBLISHED ANNUALLY IN OUR PERIODIC PUBLICATION, "FOR YOUR HEALTH." THIS PUBLICATION IS INCLUDED IN TWO LOCAL NEWSPAPERS WITH A CIRCULATION OF APPROXIMATELY 35,000 HOMES. THE PUBLICATION IS ALSO PLACED IN VARIOUS PUBLIC AREAS INCLUDING DOCTOR'S OFFICES, LIBRARIES, THE CHAMBER OF COMMERCE, REAL ESTATE OFFICES, AND ALL OF OUR LOCATION WAITING ROOMS.
FORM 990, PART IX, LINE 11G
PHYSICIAN PROF FEES: PROGRAM SERVICE EXPENSES 30,291,377. MANAGEMENT AND GENERAL EXPENSES 161,212. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 30,452,589. PURCHASE SERVICES: PROGRAM SERVICE EXPENSES 3,668,356. MANAGEMENT AND GENERAL EXPENSES 2,056,858. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,725,214. RECRUITING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 33,187. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 33,187. OTHER PROF FEES: PROGRAM SERVICE EXPENSES 3,736,490. MANAGEMENT AND GENERAL EXPENSES 288,301. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,024,791.
FORM 990, PART XI, LINE 9:
PENSION RELATED CHANGES -2,009,688.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.