2015-09-21T11:09:15-05:00 2014-12-31 760354302 HEADMAXWELL & MCKENNA PC 2200 MARKET STREET SUITE 401 GALVESTON TX 77550 990 2014-01-01 741109652 THE SEALY & SMITH FOUNDATION SEAL 4097628666 2200 MARKET STREET NO 500 GALVESTON TX 77550 DOUGLAS G ROGERS SECRETARY/TREASURER 4097628666 2015-09-21 1 JOHN R MCKENNA JR P00618649 4097636479 2014 2016-04-25 22:37:26Z DOUGLAS G ROGERS 2200 MARKET STREET SUITE 500 GALVESTON TX 77550 281298792 0 X SEALY-SMITH-FOUNDATION.ORG X 1922 TX SUPPORT OF THE JOHN SEALY HOSPITAL / UNIVERSITY OF TEXAS MEDICAL BRANCH AT GALVESTON (UTMB). 7 6 8 0 0 0 0 0 0 0 49586973 78075565 16287260 21892791 65874233 99968356 9016739 8172590 0 0 977741 1068108 0 0 0 3151680 4035823 13146160 13276521 52728073 86691835 1065183737 1106811568 139551386 130768242 925632351 976043326 TO PROVIDE FOR THE CONSTRUCTION,REMODELING,EQUIPPING,AND FURNISHING OF THE JOHN SEALY HOSPITAL AND OTHER HOSPITAL BUILDING OR BUILDINGS IN THE CITY OF GALVESTON, TX, IN CONNECTION WITH THE JOHN SEALY HOSPITAL, AND TO PROVIDE FOR HEALTHCARE OF CITIZENS OF GALVESTON THEREIN. 0 0 8172590 8172590 EXPENDITURES TO SUPPORT THE JOHN SEALY HOSPITAL / UTMB - GALVESTON. SEE SCHEDULE I. 8172590 1 0 0 1 0 0 0 0 0 0 1 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 13 0 1 8 1 0 0 0 0 0 0 0 0 0 0 X 7 6 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 0 1 1 0 X DOUGLAS G ROGERS 4097628666 2200 MARKET STREET SUITE 500 GALVESTON TX 77550 JOHN W KELSO PRESIDENT/DIRECTOR 5.00 X X 48000 0 0 GEORGE SEALY EXEC VICE-PRES/DIRECTOR 5.00 X X 40000 0 0 J FELLMAN SEINSHEIMER VICE-PRES/DIRECTOR 5.00 X X 44000 0 0 JOHN ECKEL DIRECTOR 5.00 X 48000 0 0 MICHAEL C DOHERTY EXEC DIRECTOR/SEC/TREAS 45.00 X X 291354 0 41115 JAMES B GALBRAITH DIRECTOR 5.00 X 48000 0 0 E J PEDERSON DIRECTOR 5.00 X 48000 0 0 JEAN E RILEY ASST SEC/TREAS 45.00 X 39925 0 33442 DOUGLAS G ROGERS ASSOC EXEC DIR/ASST TREAS/SEC 45.00 X 165832 0 32658 773111 0 107215 2 0 1 0 SILCHESTER INTERNATIONAL INVESTORS INC 780 THIRD AVENUE 42ND FLOOR NEW YORK NY 10017 INVESTMENT MANAGERS 634764 COLCHESTER GLOBAL INVESTORS INC 885 THIRD AVENUE 24TH FLOOR NEW YORK NY 10022 INVESTMENT MANAGERS 298751 EAGLE CAPITAL MANAGEMENT LLC 499 PARK AVENUE 17TH FLOOR NEW YORK NY 10022 INVESTMENT MANAGERS 228699 RIVER ROAD ASSET MANAGEMENT LLC 462 SOUTH FOURTH STREET SUITE 2000 LOUISVILLE KY 40202 INVESTMENT MANAGERS 226166 FOCUSED INVESTORS LLC 9777 WILSHIRE BLVD SUITE 910 BEVERLY HILLS CA 90212 INVESTMENT MANAGERS 223393 9 21742715 21742715 12866745 12866745 403748 40884 362864 362864 362864 235627218 1995184 180207333 1082219 55419885 912965 56332850 56332850 OIL LEASE BONUSES 900099 6151892 6151892 HARBOR PROPERTIES 900099 675883 675883 CALICHE SALES 900099 507851 507851 1327556 1327556 8663182 99968356 0 0 99968356 8172590 8172590 786323 786323 163418 163418 43988 43988 39102 39102 35277 35277 56589 56589 57135 57135 2634095 2634095 125691 125691 33633 33633 80206 80206 1690 1690 28404 28404 42986 42986 DEFERRED COMPENSATION 440000 440000 PROPERTY TAXES 406752 406752 CUST FEES & BANK CHARGE 107435 107435 INVESTMENT EXPENSES 11937 11937 9270 9270 13276521 8172590 5103931 0 50250 50250 47706521 48917950 1405484 839605 44145 45294 1905337 491883 1406276 1413454 935816970 932270870 45064537 82081555 33689554 41192590 1065183737 1106811568 131020 873537 139144252 129816899 3053 8328 273061 69478 139551386 130768242 X 13922939 32733638 911709412 943309688 925632351 976043326 1065183737 1106811568 86691835 -36280860 0 X 0 1 X 1 0 X X 1 JOHN SEALY HOSPITALUTMB 746000949 6 1 8172590 0 1 8172590 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 X PART IV, SECTION A, LINE 2: UTMB, THE SUPPORTED ORGANIZATION, IS NOT REQUIRED TO OBTAIN RECOGNITION OF ITS PUBLIC CHARITY STATUS SINCE IT IS A GOVERNMENTAL UNIT DESCRIBED IN IRC 170(B)(1)(A)(V). HOWEVER, THE ORGANIZATION HAS A COPY OF A LETTER, DATED OCTOBER 9, 1997, FROM THE IRS ACTING DISTRICT DIRECTOR STATING THAT THE UNIVERSITY OF TEXAS SYSTEM AND ALL OF ITS COMPONENT INSTITUTIONS, INCLUDING THE UNIVERSITY OF TEXAS MEDICAL BRANCH AT GALVESTON ("UTMB"), ARE DESCRIBED IN SECTIONS 170(B)(1)(A)(V) AND 170(C)(1) OF THE INTERNAL REVENUE CODE. PART IV, SECTION D, LINES 2 & 3: LEADERS FROM THE ORGANIZATION AND UTMB MEET ON A REGULAR BASIS TO DISCUSS UTMB'S ONGOING PROJECTS AND NEEDS. UTMB'S PRESIDENT REGULARLY ATTENDS THE ORGANIZATION'S BOARD OF DIRECTORS' MEETINGS. THE ORGANIZATION'S EXECUTIVE DIRECTOR MEETS OR SPEAKS WITH UTMB'S PRESIDENT OR OTHER EXECUTIVES. FURTHER, MEMBERS OF THE ORGANIZATION'S STAFF FREQUENTLY MEET OR SPEAK WITH OTHER UTMB LEADERS AND/OR STAFF EACH WEEK ON A VARIETY OF MATTERS THAT ARE IMPORTANT TO UTMB, INCLUDING, BUT NOT LIMITED TO, THE PROPERTIES THAT THE ORGANIZATION MANAGES FOR UTMB AND THE GRANTS THAT THE ORGANIZATION MAKES TO UTMB. THE ORGANIZATION AND UTMB HAVE MAINTAINED A CLOSE AND CONTINUOUS WORKING RELATIONSHIP FOR OVER NINETY (90) YEARS, WHICH ALLOWS THE ORGANIZATION TO BE RESPONSIVE TO UTMB'S NEEDS AND REQUESTS. ALTHOUGH UTMB DOES NOT DIRECTLY CONTROL THE ORGANIZATION'S INVESTMENTS, THE ORGANIZATION'S INVESTMENT DECISIONS ARE INFLUENCED BY THE GRANT REQUESTS IT RECEIVES FROM UTMB. UTMB, A GOVERNMENTAL ENTITY, IS THE ONLY CHARITABLE ORGANIZATION OR SUPPORTED ORGANIZATION TO WHICH THE ORGANIZATION MAKES GRANTS. MANY OF THE GRANTS THAT THE ORGANIZATION MAKES TO UTMB ARE FOR LARGE CAPITAL EXPENDITURES. FOR EXAMPLE, THE ORGANIZATION PLEDGED A $200 MILLION GRANT TO UTMB IN 2009 IN RESPONSE TO HURRICANE IKE TO RENOVATE THE EXISTING JOHN SEALY HOSPITAL AND TO BUILD A NEW JENNIE SEALY HOSPITAL. LEADERS OF UTMB MEET WITH THE ORGANIZATION THROUGHOUT THE YEAR TO DISCUSS THE NEED FOR GRANTS AND THEIR TIMING, WHICH ALLOWS, THE ORGANIZATION TO CHOOSE INVESTMENTS BASED ON UTMB'S GRANT NEEDS. FOR INSTANCE, DURING 2014, UTMB AND THE ORGANIZATION DISCUSSED FURTHER REMODELING OF THE JOHN SEALY HOSPITAL, ONCE THE NEW JENNIE SEALY HOSPITAL IS COMPLETED. THE ORGANIZATION ANTICIPATES MAKING A GRANT OF APPROXIMATELY $75 MILLION IN 2015 FOR THE PROJECT. PART IV, SECTION E, LINE 1C: THE ORGANIZATION IS A SUPPORTING ORGANIZATION TO UTMB, A GOVERNMENTAL ENTITY. THE ORGANIZATION WAS FORMED IN 1922 AND SINCE THAT TIME HAS MAINTAINED A CONTINUING AND HISTORIC RELATIONSHIP WITH UTMB. THE ORGANIZATION HAS CONTRIBUTED ALMOST $900 MILLION TO SUPPORT MEDICAL EDUCATION AND THE DELIVERY OF HEALTH CARE AT UTMB, INCLUDING FUNDING FOR THE CONSTRUCTION OF UTMB'S HOSPITALS, ITS BIO-SAFETY LAB AND STATE-OF-THE-ART MEDICAL EQUIPMENT. THE ORGANIZATION IS ALSO THE LARGEST, SINGLE ENTITY CONTRIBUTOR TO A UNIVERSITY OF TEXAS SYSTEM INSTITUTION. THE ORGANIZATION, TOGETHER WITH UTMB, HAS PROVIDED THE VISION AND STRATEGIC DIRECTION THAT ALLOWS UTMB TO SERVE GALVESTON, THE STATE OF TEXAS AND THE NATION AS A PREMIER HEALTH INSTITUTION. THE ORGANIZATION AND UTMB'S LEADERS MEET ON A REGULAR BASIS TO DISCUSS UTMB'S ONGOING PROJECTS AND NEEDS. THE ORGANIZATION ENGAGES IN MANY CHARITABLE ACTIVITIES ON BEHALF OF UTMB. FOR EXAMPLE, THE ORGANIZATION OWNS PROPERTY AND BUILDINGS THAT UTMB USES FOR ITS CHARITABLE AND EDUCATIONAL PURPOSES. THE ORGANIZATION OWNS, MAINTAINS AND MANAGES SEVERAL OF THESE PROPERTIES AND WORKS WITH UTMB TO ENSURE THAT THE UPKEEP OF THESE PROPERTIES MEETS UTMB'S EXPECTATIONS. FOR INSTANCE, THE ORGANIZATION MANAGES UTMB'S TWO LARGEST CLINICS: THE PRIMARY CARE PAVILION AND THE OPHTHALMOLOGY CLINIC. MOREOVER, AFTER ACQUIRING A LAND PARCEL IN 2013 ON WHICH TO DEVELOP A CLINIC IN THE WEST END OF GALVESTON, THE ORGANIZATION IS PREPARING THE LAND FOR DEVELOPMENT. IN 2014, UTMB'S LEADERS DIRECTED THE ORGANIZATION TO FOCUS MORE OF ITS EFFORTS ON THE REFURBISHING OF THE JOHN SEALY HOSPITAL THAN THE WEST END CLINIC. THE ORGANIZATION'S LEADERS AND STAFF MET SEVERAL TIMES WITH UTMB'S PRESIDENT AND SENIOR STAFF TO DISCUSS THE SCOPE OF THE JOHN SEALY HOSPITAL RENOVATION. INITIALLY, UTMB THOUGHT THAT ONLY THE FACADE OF THE HOSPITAL NEEDED REFURBISHING. HOWEVER, AFTER SEVERAL MEETINGS AND DISCUSSIONS, THE ORGANIZATION AND UTMB'S SENIOR STAFF CONCLUDED THAT THE SCOPE OF THE PROJECT SHOULD BE EXPANDED TO INCLUDE THE EXPANSION AND MODERNIZATION OF THE PATIENT ROOMS WITHIN THE HOSPITAL. THE ORGANIZATION IS CONTINUING TO MEET WITH UTMB ON FINALIZING THE PROJECT AND IT IS SCHEDULED TO BEGIN IN EARLY 2016. THE ORGANIZATION IS CURRENTLY UNDERGOING A SEARCH TO HIRE A LICENSED ARCHITECT TO HELP COORDINATE WITH UTMB THE VARIOUS CONSTRUCTION AND RENOVATION PROJECTS, AS WELL OVERSEE THE ORGANIZATION'S MANAGEMENT AND MAINTENANCE OF ALL ITS PROPERTIES THAT UTMB UTILIZES. 0 0 0 0 13276521 13276521 813826 203457 0 0 829884 807308 813826 2451018 3676527 48000 44000 92000 207471 201827 203457 612755 919133 1241848 1241848 507928 355205 152723 155074 136678 18396 487 487 1413454 MANAGED INVESTMENT ACCOUNTS 82035121 F INTERNALLY MANAGED STOCKS 46434 F 82081555 DUE TO MAGNOLIA HOLDING CO. 69478 69478 63687496 -36280860 -36280860 99968356 0 99968356 13276521 0 13276521 0 13276521 1 THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 1600000 PLANNING OF THE JOHN SEALY HOSPITAL RENOVATIONS THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 3309145 CONSTRUCTION OF THE JENNIE SEALY HOSPITAL- $170 MILLION GRANT AMORT OF DISCOUNT ON L/T GRANT THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 51273 ADDITIONAL COSTS OF UTMB FIELD HOUSE UPGRADES THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 2103179 UTMB HUMAN RESOURCES PROGRAM EXPENSES THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 679923 PRIMARY CARE PAVILION OPERATING EXPENSES (NON-MEDICAL) THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 174120 R. WAVERLEY SMITH PAVILION OPERATING EXPENSES (NON-MEDICAL) THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 183154 UTMB OPHTHALMOLOGY CLINIC OPERATING EXPENSES (NON-MEDCAL) THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 7367 WEST CLINIC PROPERTY PLANNING EXPENSES THE UNIVERSITY OF TEXAS MEDICAL BRANCH 301 UNIVERSITY BOULEVARD GALVESTON TX 775550129 746000949 64429 OTHER REAL ESTATE UTILIZED BY UTMB 1 0 PART I, LINE 2: THE ORGANIZATION MAINTAINS RECORDS OF THE GRANTS IT AWARDS TO UTMB AND MONITORS SUCH GRANTS BY (1) REQUIRING UTMB TO SIGN A WRITTEN GRANT AGREEMENT FOR MONETARY AWARDS; (2) CONDUCTING FIELD INVESTIGATIONS OF HOW UTMB WILL USE THE GIFT; (3) MEETING WITH UTMB OFFICERS AND PERSONNEL WHO WILL OVERSEE THE GRANT; AND (4) REQUESTING UTMB TO PROVIDE PROGRESS REPORTS, INCLUDING AMOUNT OF FUNDS EXPENDED ON THE PROJECT AS DRAWS ON THE GRANT ARE REQUESTED. BECAUSE THE ORGANIZATION AND UTMB HAVE A HISTORICALLY CLOSE WORKING RELATIONSHIP, THE ORGANIZATION CAN MAKE SURE THAT IT IS RESPONSIVE TO UTMB WHILE GUARANTEEING THAT GRANTS TO UTMB ARE USED CONSISTENTLY WITH ITS CHARITABLE PURPOSES. X X X X 0 1 0 0 0 0 0 0 0 MICHAEL C DOHERTY EXEC DIRECTOR/SEC/TREAS 291354 0 0 0 0 0 17250 0 23865 0 332469 0 0 0 DOUGLAS G ROGERS ASSOC EXEC DIR/ASST TREAS/SEC 165832 0 0 0 0 0 17250 0 15408 0 198490 0 0 0 PART I, LINE 3 THE FOUNDATION'S COMPENSATION COMMITTEE IS INDEPENDENT. PART I, LINE 4B JEAN E. RILEY $29,336. FORM 990, PART VI, SECTION B, LINE 11 A COPY OF THE FOUNDATION'S FORM 990 IS FURNISHED TO THE BOARD OF DIRECTORS FOR REVIEW PRIOR TO BEING FILED. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY IS REVIEWED ANNUALLY DURING THE JANUARY BOARD OF DIRECTORS MEETING AND A WRITTEN ACKNOWLEDGEMENT IS COMPLETED BY EACH DIRECTOR. FORM 990, PART VI, SECTION B, LINE 15 ANNUALLY THE ORGANIZATION'S INDEPENDENT COMPENSATION COMMITTEE REVIEWS THE COMPENSATION OF THE EXECUTIVE DIRECTOR AND OFFICERS. THE COMMITTEE USES COMPARABLE DATA FROM VARIOUS NONPROFIT PUBLICATIONS, INCLUDING THE COUNCIL ON FOUNDATIONS SALARY AND BENEFIT REPORT, WHICH PROVIDES COMPENSATION DATA AND ALSO USES OTHER NONPROFIT'S FORMS 990. DETAILED MINUTES OF THE COMPENSATION'S COMMITTEE MEETINGS ARE MAINTAINED BY THE ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND AUDIT REPORT AVAILABLE TO ITS SUPPORTED ORGANIZATION, THE JOHN SEALY HOSPITAL AND THE UNIVERSITY OF TEXAS MEDICAL BRANCH (UTMB). UPON REASONABLE WRITTEN REQUEST, THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE GENERAL PUBLIC. HARBOR PROPERTIES 2200 MARKET STREET STE 500 GALVESTON TX 77550 760388046 HOLDING TITLE TO AND MANAGING RENTAL ACTIVITIES OF PROPERTY. TX 501(C)(2) N/A 0 MAGNOLIA HOLDING COMPANY 2200 MARKET STREET STE 500 GALVESTON TX 77550 760611545 HOLDING TITLE TO AND MANAGING RENTAL ACTIVITIES OF PROPERTY. TX 501(C)(2) N/A 0 WAVERLEY HOLDING COMPANY 2200 MARKET STREET STE 500 GALVESTON TX 77550 760423548 HOLDING TITLE TO AND MANAGING RENTAL ACTIVITIES OF PROPERTY. TX 501(C)(2) N/A 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 1 WAVERLEY HOLDING COMPANY K 80208 WAVERLEY HOLDING COMPANY O 67806 WAVERLEY HOLDING COMPANY Q 147824 WAVERLEY HOLDING COMPANY S 1108119 WAVERLEY HOLDING COMPANY B 7507791 HARBOR PROPERTIES Q 286622 MAGNOLIA HOLDING COMPANY Q 328709 MAGNOLIA HOLDING COMPANY R 273061