2016-11-14T21:01:50-06:00 2015-12-31 350921680 CROWE HORWATH LLP 9600 Brownsboro Road Suite 400 Louisville KY 402411122 990 2015-01-01 611028724 NORTON PROPERTIES INC NORT 5026298263 ACCOUNTING 224 E BROADWAY 5TH FLOOR LOUISVILLE KY 40202 MICHAEL W GOUGH TREASURER 2016-11-08 true Rachel Spurlock P00520729 5023263996 2015 2017-02-10 21:41:12Z STEPHEN A WILLIAMS ACCOUNTING 224 E BROADWAY 5TH FLOOR LOUISVILLE KY 40202 34488543 false X WWW.NORTONHEALTHCARE.COM X 1981 KY OWNS MEDICAL OFFICE BUILDINGS AND PARKING GARAGES. 22 21 49 1 0 0 0 32600197 34483539 -9500 0 3354 5004 32594051 34488543 0 0 920892 1118222 0 0 35479488 37812900 36400380 38931122 -3806329 -4442579 74215193 72398912 68519332 71145630 5695861 1253282 NORTON PROPERTIES, INC. (PROPERTIES) HOLDS PROPERTIES THAT ARE USED TO SUPPORT THE CHARITABLE HEALTH CARE PURPOSES OF NORTON HEALTHCARE, INC. (NORTON), I.E. PRIMARILY OF NORTON HOSPITALS, INC. (HOSPITALS), COMMMUNITY MEDICAL ASSOCIATES, INC., AND NORTON. PROPERTIES OWNS MEDICAL OFFICE BUILDINGS THAT ARE LEASED BY PHYSICIANS ON THE MEDICAL STAFF OF HOSPITALS. IT ALSO LEASES OFFICE SPACE AND PARKING FACILITIES FOR THE CONVENIENCE OF NORTON EMPLOYEES, PHYSICIANS ON THE MEDICAL STAFF OF HOSPITALS, AND GUESTS. false false 38562425 34488543 BUILDING AND PARKING RENTAL- MAINTAIN OFFICE AND PARKING FACILITIES NEAR THE NORTON HEALTHCARE, INC. HOSPITALS AND COMMUNITY MEDICAL ASSOCIATES, INC. PRACTICE LOCATIONS FOR USE BY PHYSICIANS, PATIENTS, PATIENTS' FAMILIES AND GUESTS, AND HOSPITAL EMPLOYEES. 38562425 true false false false false false false false false false true false false false true false false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false true 84 0 true 49 true false false false false false false false false false false X 22 21 false false false false true true true true true false false true true true true true true true true false X Helena Schulz 5026298263 Accounting 224 E BROADWAY 5TH FL LOUISVILLE KY 402022025 Stephen A Williams CEO/Trustee 2.0 48.0 X X 0 2599308 135934 Maria L Bouvette Trustee 0.5 3.0 X 0 1600 0 Brendan Canavan Trustee 0.5 3.0 X 0 1600 0 Sue Davis EdD RN Trustee 0.5 3.0 X 0 1600 0 Craig D Grant Trustee 0.5 3.0 X 0 1600 0 Louis S Heuser MD Trustee 0.5 3.0 X 0 1600 0 Martha K Heyburn MD Trustee 0.5 5.0 X 0 1600 0 Richard R Ivey Trustee 0.5 3.0 X 0 1600 0 Ronald Lehocky MD Trustee 0.5 5.0 X 0 1600 0 Gail Lyttle Trustee 0.5 3.0 X 0 1600 0 Gregory E Mayes Trustee 0.5 7.0 X 0 1600 0 Joseph J McGowan EdD Trustee 0.5 3.0 X 0 1600 0 Edie Nixon Trustee 0.5 4.0 X 0 1600 0 Barry Pennybaker Trustee 0.5 3.0 X 0 1600 0 Erwin Roberts Trustee 0.5 3.0 X 0 1600 0 G Hunt Rounsavall Jr Trustee 0.5 6.0 X 0 1600 0 Rev William J Schultz Trustee 0.5 5.0 X 0 1600 0 Gary L Stewart Trustee 0.5 5.0 X 0 1600 0 James L Sublett MD Trustee 0.5 3.0 X 0 1600 0 Richard S Wolf MD Honorary Chair Emeritus 0.5 4.0 X 0 1600 0 Donald H Robinson Chair 0.5 14.0 X 0 0 0 Maria Gerwing Hampton Vice Chair 0.5 9.0 X 0 1600 0 Russell F Cox President 2.0 48.0 X 0 1371692 763935 Michael W Gough Sys Sr VP CFO/Treasurer 2.0 48.0 X 0 1141474 560808 Robert B Azar Sys VP Chief Legal Officer/Secretary 2.0 48.0 X 0 653501 117515 Charles Mattingly Director of Properties 40.0 0 X 126285 0 29525 126285 5797975 1607717 1 false true false WEBER & ROSE P S C 471 W MAIN ST SUITE 400 LOUISVILLE KY 40202 LEGAL SERVICES 450588 RESCH CONSTRUCTION INC 4025 WOODSTONE DR FLOYDS KNOBS IN 47119 CONSTRUCTION 402936 INTEC BUILDING SERVICES INC 3812 BARDSTOWN RD LOUISVILLE KY 40218 CLEANING SERVICES 383540 MESSER CONSTRUCTION CO 5158 FISHWICK DR CINCINNATI OH 452162216 CONSTRUCTION 345772 MEDICAL CENTER STEAM & CHILLED WATER 1400 STORY AVE LOUISVILLE KY 40206 UTILITY NON-PUBLIC 265583 8 0 RENTAL INCOME 531310 34135783 34135783 PARKING INCOME 812930 347756 347756 0 0 0 0 34483539 0 0 0 0 MISCELLANEOUS INCOME 531390 5004 5004 0 0 0 0 5004 34488543 34488543 0 0 562786 453574 109212 156414 126061 30353 274732 246026 28706 124290 107951 16339 1021784 983884 37900 0 97877 22119 75758 26570288 26566726 3562 1090 1090 2835762 2835762 5717236 5717236 122510 122510 REPAIRS AND MAINTENANCE 952137 936412 15725 ALLOCATED SUPPORT 389148 338559 50589 COURIER EXPENSES 16074 16074 88994 88441 553 0 38931122 38562425 368697 0 0 0 1348304 1499586 124946823 54047497 72866889 70899326 0 0 0 0 74215193 72398912 1430140 1566799 67089192 69578831 68519332 71145630 X 5642678 1253282 53183 0 5695861 1253282 74215193 72398912 -4442579 0 X false true X true false X X 1 NORTON HOSPITALS INC 610703799 3 true 38562425 0 1 38562425 0 true false false false false false false false false false false false false false false true false 5768777 5768777 90089002 41487760 48601242 966923 809773 157150 12969654 11749964 1219690 15152467 15152467 70899326 CAPITALIZED LEASE AGREEMENT 42012064 PAYABLE TO AFFILIATE 22735472 ASSET RETIREMENT OBLIGATION 3781295 DEFERRED PURCHASE PRICE 1050000 69578831 false true false false false false false true false Stephen A Williams CEO/Trustee 0 1108698 0 670607 0 820002 0 108581 0 27353 0 2735241 0 35455 Russell F Cox President 0 782057 0 323406 0 266228 0 733119 0 30817 0 2135627 0 102524 Michael W Gough Sys Sr VP CFO/Treasurer 0 642297 0 273025 0 226152 0 531021 0 29787 0 1702282 0 83860 Robert B Azar Sys VP Chief Legal Officer/Secretary 0 414691 0 137280 0 101531 0 105560 0 11955 0 771016 0 54508 Charles Mattingly Director of Properties 114106 0 4741 0 7439 0 18090 0 11436 0 155811 0 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation NORTON HEALTHCARE, INC. (NORTON) EIN 61-1028725 IS THE PARENT ORGANIZATION FOR NORTON PROPERTIES, INC. AND THEREFORE ESTABLISHES COMPENSATION FOR THE CEO, OFFICERS AND KEY EMPLOYEES THROUGH ENGAGING WITH THE EXECUTIVE COMMITTEE OF NORTON; AN INDEPENDENT COMPENSATION CONSULTANT; WRITTEN EMPLOYMENT AGREEMENTS; THIRD PARTY COMPENSATION SURVEYS AND APPROVAL BY THE EXECUTIVE COMMITTEE AND BOARD. SEE NARRATIVE IN SCHEDULE O, REFERENCING PART VI, LINE 15 WHICH FURTHER DESCRIBES THE PROCESS FOR DETERMINING COMPENSATION FOR THE ORGANIZATION. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan THE FOLLOWING INTERESTED PERSONS PARTICIPATED IN OR RECEIVED PAYMENT FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS AS DESCRIBED IN IRC SECTION 457(F). THE INTERESTED PERSONS BELOW MAY HAVE PARTICIPATED IN ONE OR MORE OF THE FOLLOWING PLANS: THE EXECU-FLEX BENEFIT PLAN, THE EXECU-PLUS BENEFIT PLAN, DEFINED BENEFIT AND DEFINED CONTRIBUTION RESTORATION PLANS, AND THE PHYSICIAN DEFERRED PLAN. THE "PAY CREDIT" OUTLINED BELOW REPRESENTS A REASONABLE ESTIMATE OF THE ANNUAL INCREASE IN ACTUARIAL VALUE OF THE PLANS; AND THEREFORE, REPRESENTS THE ORGANIZATION'S CONTRIBUTION TO THE VALUE OF THE BENEFITS. NAME - PAY CREDIT Stephen A. Williams - $ 36,519 Russell F. Cox - 525,793 Michael W. Gough - 352,351 Robert Azar - 85,695 THE "PAYMENT RECEIVED" OUTLINED BELOW REPRESENTS CASH PAYMENTS THAT THE EMPLOYEE RECEIVED DURING 2015 AND CAN BE COMPRISED OF CURRENT AND OR PRIOR YEARS EMPLOYEE AND EMPLOYER CONTRIBUTIONS. NAME - PAYMENT RECEIVED Stephen A. Williams - $ 145,012 Russell F. Cox - 120,308 Michael W. Gough - 93,801 Robert Azar - 62,719 Schedule J, Part I, Line 7 Non-fixed payments In 2015, Norton Healthcare, Inc. (Norton) had in place a Variable Compensation Plan for Executives, eligibility under which extended to employees holding a full-time position as Senior Officer, Officer, System Director or other designated Director level position. Under the plan, a variable compensation pool amount is approved by the Board of Trustees. Each participant's performance is evaluated relative to the goals and objectives documented as part of the participant's plan; and an award is determined for the participant, based on achievement of the goals and objectives, subject to the funding of the variable compensation pool. At the end of each year, the Committee on Executive Compensation and Benefits determines an appropriate award for the Norton's President & Chief Executive Officer, and the President & Chief Executive Officer recommends appropriate awards for other senior executives to the Committee on Executive Compensation and Benefits for its review and approval. Form 990, Part V, Line 2a EMPLOYEES REPORTED ON FORM W-3 NORTON HEALTHCARE, INC. (NORTON) EIN 61-1028725 IS THE COMMON PAYING AGENT FOR NORTON PROPERTIES, INC. (PROPERTIES) AND THEREFORE, ALL APPLICABLE IRS TAX COMPLIANCE FILINGS ARE REPORTED BY NORTON ON BEHALF OF PROPERTIES. PROPERTIES HAS APPROXIMATELY 49 EMPLOYEES. Form 990, Part V, Line 1a VENDORS REPORTED ON FORM 1096 NORTON HEALTHCARE, INC. (NORTON) EIN 61-1028725 IS THE COMMON PAYING AGENT FOR NORTON PROPERTIES, INC. (PROPERTIES) AND THEREFORE, ALL VENDORS, INCLUDING INDEPENDENT CONTRACTORS, ARE PAID AND REPORTED BY NORTON ON BEHALF OF PROPERTIES FOR PURPOSES OF PART V, LINE 1. THE NUMBER OF 1099S REPORTED AND FILED FOR 2015 BY NORTON FOR PROPERTIES, WAS APPROXIMATELY 84. PROPERTIES HAS APPROXIMATELY 8 INDEPENDENT CONTRACTORS EXCEEDED $100,000 FOR 2015. Form 990, Part VI, Line 1a Delegate broad authority to a committee The Executive Committee shall possess and may exercise all the powers and authority of the Board of Trustees in the management and direction of the business and affairs of the Corporation. However, the Executive Committee does not possess the authority to do the following: a ) fill vacancies on the Board; b) change the membership of the Executive Committee; c) make decisions to merge, liquidate, or otherwise make decisions outside of the normal course of business; d) make final determinations of long-term policy; e) hire or fire the Chief Executive Officer; and f) amend the Articles of Incorporation or Bylaws. Form 990, Part VI, Line 6 Classes of members or stockholders NORTON HEALTHCARE, INC. EIN 61-1028725 IS THE SOLE MEMBER OF NORTON PROPERTIES, INC. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE BOARD OF TRUSTEES OF NORTON HEALTHCARE, INC. APPOINTS THE TRUSTEES OF THE ORGANIZATION. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders ACCORDING TO THE ARTICLES OF INCORPORATION OF THE ORGANIZATION, NORTON HEALTHCARE, INC. (NORTON), THE SOLE MEMBER, POSSESSES ALL OF THE RIGHTS GRANTED TO A MEMBER PURSUANT TO LAW, INCLUDING THE RIGHT TO ELECT TRUSTEES OR DIRECTORS AND APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE ORGANIZATION. NORTON ALSO POSSESSES THE RIGHT TO REQUIRE THE ORGANIZATION TO (I) PROVIDE CONTRIBUTIONS OF FUNDS OF THE ORGANIZATION TO PAY ALL OR A PORTION OF THE PRINCIPAL OF, INTEREST ON, AND ALL OTHER PAYMENTS TO BECOME DUE AND OWING WITH RESPECT TO ANY AND ALL INDEBTEDNESS INCURRED BY NORTON, AND (II) PROVIDE SECURITY FOR SUCH INDEBTEDNESS. Form 990, Part VI, Line 11b Review of form 990 by governing body AT THE OCTOBER 6, 2016 NORTON HEALTHCARE, INC. (NORTON) FINANCE COMMITTEE MEETING AND AT THE OCTOBER 13, 2016 NORTON BOARD OF TRUSTEES MEETING, THE 990S WERE DISCUSSED AND COMMITTEE MEMBERS AND TRUSTEES HAD AN OPPORTUNITY TO ASK QUESTIONS. COINCIDING WITH THE FINANCE COMMITTEE MEETING, ELECTRONIC COPIES OF THE 990S WERE MADE AVAILABLE TO ALL MEMBERS OF THE FINANCE COMMITTEE AND THE BOARD OF TRUSTEES THROUGH THE DIRECTOR'S PORTAL SITE. NORTON IS THE PARENT OF NORTON PROPERTIES, INC., COMMUNITY MEDICAL ASSOCIATES, INC., NORTON HOSPITALS, INC., NORTON HEALTHCARE FOUNDATION, INC., AND THE CHILDREN'S HOSPITAL FOUNDATION, INC. Form 990, Part VI, Line 12c Conflict of interest policy THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITERS AND ENFORCES COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY BY ANNUALLY DISTRIBUTING A QUESTIONNAIRE THAT REQUIRES OFFICERS, TRUSTEES, AND KEY EMPLOYEES TO DISCLOSE INTERESTS THAT MAY GIVE RISE TO CONFLICTS. IF A CONFLICT ARISES, THE POLICY PROVIDES PROCEDURES FOR ADDRESSING CONFLICTS TO ENSURE DECISIONS ARE MADE IN THE BEST INTEREST OF THE ORGANIZATION. Form 990, Part VI, Line 15a Process to establish compensation of top management official SEE NARRATIVE BELOW FOR LINE 15B. Form 990, Part VI, Line 15b Process to establish compensation of other employees The organization takes all necessary steps to ensure that compensation for all officers, directors and key employees is reasonable and appropriate for the services provided to the organization. The organization provides a total compensation package that is on par with compensation provided by similar organizations and which conforms to the policies and guidelines set out by the Board of Trustees. Norton Healthcare, Inc. (Norton) engages an outside independent compensation consultant, Integrated Healthcare Strategies (IHS), to provide comparability data for Norton's officers and key employees on total compensation for similar positions at health systems and hospital organizations similar in size, scope of services, and circumstances. In addition, the organization participates in third party surveys which provide aggregate, comparative compensation data for officers and key employees in similar positions at similar organizations. IHS consultants presented and discussed this comparability data in 2014 for the 2015 compensation review and met in 2015 for the 2016 compensation review with the committee of board leadership (now Executive Committee) of the Board of Trustees (Board) The Committee reviewed the executive compensation and benefits program, determined total compensation for the CEO, and approved compensation for other officers and key employees. The Committee reviewed Norton's variable compensation program and determined appropriate awards for performance relative to goals set for the year. After the Committee determined appropriate compensation and benefits for officers and key employees, the Board approved their total compensation. Employment contracts for the CEO, COO, and CFO and key employees are signed, and reviewed as necessary. Form 990, Part VI, Line 19 Required documents available to the public FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, AND CONFLICTS OF INTEREST POLICIES ARE NOT REQUIRED DISCLOSURES PURSUANT TO INTERNAL REVENUE CODE (IRC) SECTION 6104. THESE DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC. Form 990, Part VII, Section A, Line 1a, Column (E) Board Member Stipend Payments Norton Healthcare, Inc. (Norton) and affiliates (Norton Hospitals, Inc., Community Medical Associates, Inc., Norton Properties, Inc., Norton Healthcare Foundation, Inc., and The Children's Hospital Foundation, Inc.) encourages and facilitates board member attendance at educational programs and conferences on subjects relevant to Norton. Norton's travel policy for Board of Trustees provides that for each trustee that attends at least one out of town educational conference, a lump sum stipend will be paid to cover unreimbursed travel expense and other miscellaneous expenses associated with conference preparation, attendance or follow up. In compliance with IRS regulations, Norton provides a form 1099 to any trustee that receives a stipend. These amounts have been reported in Part VII of the form 990 as reportable compensation to the trustee receiving stipends in 2015. 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