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.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
JEWISH HOSPITAL & ST MARY'S HEALTHCARE INC
Employer identification number
61-1029768
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 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 support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
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 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
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—2009.
If the organization did not check the 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—2010.
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—2009.
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) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
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—2009.
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) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or 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) 2010
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.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
JEWISH HOSPITAL & ST MARY'S HEALTHCARE INC
Employer identification number
61-1029768
Identifier
Return Reference
Explanation
ADDITIONAL PROGRAM SERVICE ACCOMPLISHMENTS
Form 990, Part III, LINE 4D
------------------------- 4. Foundation, Home Health, Research and Support Services VNA Nazareth Home Health ------------------------ VNA Nazareth Home Care has provided home care and wellness services for more than a century. Their innovative services and preventative health programs recognize the needs of our patients and promote the highest quality of life. In 2010, VNA Nazareth Home Care was once again named one of the top 500 home health agencies in the country, according to the 2010 HomeCare Elite. Now in its fifth year, the HomeCare Elite identifies the top 25 percent of home health agencies in the United States and further highlights the top 100 and top 500 agencies overall. Winners are ranked by an analysis of performance measures in quality outcomes, quality improvement, and financial performance. VNA Nazareth Home Care has a team of registered nurses, social workers, sitters/companions, dieticians, pharmacists, aides and physical, occupational and speech therapists. Working closely with physicians, VNA provides a range of services to meet patients' goals and provides caregivers with the information and skills they need to care for loved ones at home. Programs & Services Include: Safe Sight Better Breathing Falls Prevention Healthy Heart Pharmacy Private Duty (medical care) Hearts to Homes (non-medical care) Wound and Diabetes Management Mental Health/Alzheimer's/Dementia Rehabilitation Stroke Management Telemedicine
MEMBERS OF THE ORGANIZATION
FORM 990, PART VI, SECTION A, LINE 6 & 7
------------------------- CORPORATE MEMBERS ARE JEWISH HOSPITAL HEALTHCARE SERVICES, INC. (JHHS) AND CHI-KENTUCKY, INC. (CHI). JHHS and CHI appoint a proportionate share of trustees based upon their respective interests in the Corporation at the time of such appointments. Based on the By-Laws of Jewish Hospital & St. Mary's HealthCare, Inc., certain Powers have been reserved to both Corporate Members (CHI AND JHHS). The following actions may be taken by the Corporation only after the approval of both Corporate Members: a. Any amendment of the Articles of Incorporation of the Corporation or these Bylaws; b. Adoption or material modification of any annual operating or capital budgets or business plans (including the Business Plan). For the purpose of this subsection, "material" means (i) with respect to an approved annual operating budget any change equal to or greater than five percent (5%) of operating EBIDA, and (ii) with respect to an approved annual capital budget any change greater than ten percent (10%) of the approved budget; c. Adoption or material modification of strategic plans; d. Discontinuation, closure or relocation of any acute care licensed beds (including psychiatric beds) or licensed facilities; e. Approval of incurrence of all long-term debt of the Corporation or any Subsidiary of the Corporation or any other long-term liabilities of the Corporation or its Subsidiaries that is not within industry capital capacity norms; f. Any material acquisitions, mergers, divestitures, consolidations or reorganizations of the Corporation or any Subsidiary of the Corporation or any sale or other disposition of all or substantially all of the assets of the Corporation or any Subsidiary of the Corporation. For the purpose of this subsection, "material" means an amount equal to or greater than five percent (5%) of the unrestricted net assets of the Corporation derived from the most recent audited consolidated financial statements of the Corporation; g. Any sale, lease, transfer, pledge, encumbrance, exchange or other disposition of any material assets of the Corporation, including any ownership or membership interest of the Corporation in any Subsidiary of the Corporation. For the purpose of this subsection, "material" means an amount equal to or greater than five percent (5%) of the unrestricted net assets of the Corporation derived from the most recent audited consolidated financial statements of the Corporation; h. The dissolution or liquidation of the Corporation or any Subsidiary of the Corporation; i. Except for those home health operations of the Corporation as the same exists at the Effective Time, the Corporation shall not, without the prior approval of both Corporate Members, continue or expand its service locations or operations in Kentucky outside of the Restricted Territory, whether by acquisition or other affiliation, the addition of owned or managed facilities, the placement of employed or contracted physicians or otherwise. Notwithstanding the foregoing, nothing in this Section 4.4.9 shall prohibit JHP or its affiliates from continuing to manage the JHHS Managed Hospitals; j. The establishment of any new Subsidiary of the Corporation; k. Any joint venture or other partnering or affiliation arrangement involving the Corporation or any Subsidiary of the Corporation and any other person or entity that may be material to the assets, operations, financial condition or prospects of the Corporation. For the purpose of this subsection, "material" means an amount equal to or greater than five percent (5%) of the unrestricted net assets of the Corporation derived from the most recent audited consolidated financial statements of the Corporation; L. Approval of the names, or changes to the names, of the Corporation, the JHHS Providers or the Caritas Providers; and m. Any change in the Mission, Vision or Core Values. Section Neither the Board of Trustees nor any officer or employee of the Corporation nor any Subsidiary or affiliate of the Corporation shall take any action in contradiction of any of the foregoing powers without first having secured the necessary approvals and/or given the appropriate notifications as may be required by these Bylaws.
REVIEW OF FORM 990
FORM 990, PART VI, SECTION B, LINE 11
------------------------- The Form 990 is prepared by an independent accounting firm. JHSMH's CFO reviews the Final form 990 with the independent accounting firm. A complete copy of the final Form 990 is provided to board members prior to being filed and any questions are addressed.
MONITORING THE CONFLICT OF INTEREST POLICY
FORM 990, PART VI, SECTION B, LINE 12C
------------------------- Annual Statements ------------------- Each trustee, director, officer and member of a committee with board delegated powers of JHSMH, Inc, shall annually sign a statement, which affirms that such person: Has received a copy of JHSMH's conflicts of interest policy, Has read and understands this policy, Has agreed to comply with this policy, and Understands that the JHSMH Exempt Entities are charitable organizations and that in order to maintain their federal tax exemptions they must engage primarily in activities that accomplish one or more of their tax-exempt purposes. Annual Questionnaire -------------------- Each trustee, director, officer and member of a committee with board delegated powers of JHSMH, Inc. and key employee of JHSMH, shall annually complete a Conflicts of Interest Questionnaire. Completion of the annual questionnaire is coordinated by General Counsel and JHSMH's Corporate Compliance Officer. Periodic Reviews -------------------- To ensure that each of the JHSMH Exempt Entities operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: Whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining. Whether acquisitions of physician practices and other provider services result in inurement or impermissible private benefit. Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further such JHSMH Exempt Entity's charitable purposes and do not result in inurement or impermissible private benefit. Whether agreements to provide health care and agreements with other health care providers, employees, and third party payors further such JHSMH Exempt Entity's charitable purposes and do not result in inurement or impermissible private benefit. In conducting such periodic reviews, a JHSMH Exempt Entity may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.
PROCESS FOR DETERMINING COMPENSATION
FORM 990, PART VI, SECTION B, LINE 15A & 15B
------------------------- The following review and approval process is used by Jewish Hospital & St. Mary's HealthCare, Inc. (JHSMH) for all Disqualified Persons, which includes the CEO and all Senior Vice Presidents. The Management Review Committee consists of approximately 9 independent members of JHSMH's Board, and is responsible for review and approval of top management compensation. The full committee addressed the overall compensation philosophy and how the organization's goals can be furthered by the structure of compensation. The independent Management Review Committee and all independent members of the full Board approved maximum compensation levels for all Disqualified Persons. Non-independent directors did not participate in the discussion or vote on compensation levels for individuals. The Management Review Committee retained an outside compensation consultant from a national firm to advise it regarding reasonable compensation levels, and relied on the consultant's opinion that compensation levels are reasonable. The Committee receives a market review on each Disqualified Person from the compensation consultant. The Management Review Committee approved the peer group of similar entitles used to measure comparable compensation levels. The Management Review Committee follows the process necessary to obtain the rebuttable presumption that compensation levels are reasonable, including contemporaneous documentation of decisions.
MAKING DOCUMENTS AVAILABLE TO THE PUBLIC
FORM 990, PART VI, SECTION B, LINE 19
------------------------- Jewish Hospital & St. Mary's HealthCare, Inc. does not make its governing documents, conflict of interest policy or financial statements available to the general public.
DELEGATION OF MANAGEMENT DUTIES
FORM 990, PART VI, SECTION A, LINE 3
------------------------- JHSMH UTILIZED WELLSPRING PARTNERS TO PROVIDE A TRANSITIONAL CHIEF EXECUTIVE OFFICER DURING 2010.
Audited Financial Statements
Form 990, Part IV, Line 20b
------------------------- JHSMH is not required to attach a copy of their Audited Financial Statements to their 2010 Form 990 as the tax year began prior to March 23, 2010.
RECONCILIATION OF NET ASSETS
FORM 990, PART XI, LINE 5
------------------------- OTHER CHANGES IN NET ASSETS: PENSION ADJUSTMENT 9,677,036 TRANSFERS FROM AFFILIATES 6,430,145 NET TRANSFERS -2,130,102 CAPITAL EXPENDITURES 417,111 UNREALIZED GAINS/LOSSES 14,314,337 ---------- 28,708,527
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.