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
2012
Open to Public Inspection
Name of the organization
HENNEPIN FACULTY ASSOCIATES
Employer identification number
41-1461900
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
24,499,741
27,460,888
27,346,499
27,346,500
106,653,628
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......
108,265,476
110,365,031
106,786,616
110,079,616
435,496,739
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.
132,765,217
137,825,919
134,133,115
137,426,116
542,150,367
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.)
542,150,367
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
132,765,217
137,825,919
134,133,115
137,426,116
542,150,367
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
571,320
550,398
517,111
655,016
2,293,845
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
571,320
550,398
517,111
655,016
2,293,845
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
454,855
408,631
664,193
697,680
2,225,359
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.)..
133,791,392
138,784,948
135,314,419
138,778,812
546,669,571
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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
99.170 %
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
95.230 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
0 %
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
61.000 %
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to 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) 2012
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
2012
Open to Public Inspection
Name of the organization
HENNEPIN FACULTY ASSOCIATES
Employer identification number
41-1461900
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990 - ORGANIZATION'S MISSION
FORM 990, PART III, LINE 1 HENNEPIN FACULTY ASSOCIATES (HFA) IS AN ACADEMIC MULTISPECIALTY PHYSICIAN GROUP PRACTICING PRIMARILY AT HENNEPIN HEALTHCARE SYSTEM, INC. D/B/A/ HENNEPIN COUNTY MEDICAL CENTER. HFA IS A MINNESOTA NOT-FOR-PROFIT CORPORATION THAT OPERATES EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL AND SCIENTIFIC PURPOSES.
ANY SIGNIFICANT CHANGES IN CONDUCT FOR PROGRAM SERVICES
FORM 990, PAGE 2, PART III, LINE 3
SINCE JANUARY 1, 2012, HENNEPIN FACULTY ASSOCIATES AND HENNEPIN HEALTHCARE SYSTEM, INC. HAVE BEEN FUNCTIONALLY INTEGRATED. ALL EMPLOYEES OF HENNEPIN FACULTY ASSOCIATES BECAME EMPLOYEES OF HENNEPIN HEALTHCARE SYSTEM, INC. ON THAT DATE. SINCE JANUARY 1, 2012, HENNEPIN FACULTY ASSOCIATES HAS HAD NO EMPLOYEES AND HAS PROVIDED NO NEW HEALTHCARE SERVICES. THE REMAINING BUSINESS AFFAIRS (COLLECTIONS OF ACCOUNTS RECEIVABLE AND PAYMENT OF ACCOUNTS PAYABLE) OF HENNEPIN FACULTY ASSOCIATES HAVE BEEN CONDUCTED BY EMPLOYEES OF HENNEPIN HEALTHCARE SYSTEM, INC. THE AFFAIRS OF HENNEPIN FACULTY ASSOCIATES HAVING NOW BEEN LARGELY CONCLUDED, THE PARTIES DESIRE TO MERGE HENNEPIN FACULTY ASSOCIATES AND HENNEPIN HEALTHCARE SYSTEM, INC. INTO A SINGLE SURVIVING CORPORATION. THE EFFECTIVE DATE OF THAT MERGER SHALL BE THE CLOSE OF BUSINESS ON DECEMBER 31, 2012. THE SURVIVING CORPORATION, HENNEPIN HEALTHCARE SYSTEM, INC. SHALL THEN HAVE ALL THE RIGHTS AND OBLIGATIONS WITH RESPECT TO THE BUSINESS OF HENNEPIN FACULTY ASSOCIATES THAT ARE DESCRIBED IN MINNESOTA STATUTES, SECTION 317A.641, SUBD.2.
FIRST ACCOMPLISHMENT DESCRIPTION
FORM 990, PAGE 2, PART III, LINE 4A
HENNEPIN HEALTHCARE SYSTEM, INC. INTO A SINGLE SURVIVING CORPORATION. THE EFFECTIVE DATE OF THAT MERGER SHALL BE THE CLOSE OF BUSINESS ON DECEMBER 31, 2012. THE SURVIVING CORPORATION, HENNEPIN HEALTHCARE SYSTEM, INC. SHALL THEN HAVE ALL THE RIGHTS AND OBLIGATIONS WITH RESPECT TO THE BUSINESS OF HENNEPIN FACULTY ASSOCIATES THAT ARE DESCRIBED IN MINNESOTA STATUTES, SECTION 317A.641, SUBD.2.
CLASSES OF MEMBERS OR STOCKHOLDERS
FORM 990, PAGE 6, PART VI, LINE 6
HCMC WAS THE SOLE MEMBER OF HFA UNTIL THE DISSOLUTION ON 12/31/2012 PER THE AMENDED BYLAWS.
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990
FORM 990, PAGE 6, PART VI, LINE 11B
THE 990 IS COMPLETED AND REVIEWED INTERNALLY FOR FINALIZATION AND IS THEN MAILED TO THE HHS, INC. BOARD OF DIRECTORS FOR REVIEW. ANY QUESTIONS THAT THE BOARD HAS ARE ANSWERED BY THE NEXT MEETING BEFORE APPROVAL. AT THE OCTOBER MONTHLY BOARD MEETING IT IS FORMALLY APPROVED VIA A LINE ITEM MOTION. IT IS THEN SIGNED AND FILED ELECTRONICALLY AS REQUIRED BY THE IRS.
ENFORCEMENT OF CONFLICTS POLICY
FORM 990, PAGE 6, PART VI, LINE 12C
HHS, INC HAS A POLICY ON CONFLICT OF INTEREST AND CONFIDENTIALITY WHICH REQUIRES AN INTERESTED PERSON WHO IS A DIRECTOR, OFFICER OR MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS MUST DISCLOSE IN WRITING WHEN POSSIBLE, OR ORALLY WHEN TIME DOES NOT ALLOW FOR WRITTEN DISCLOSURE. THE EXISTENCE AND NATURE OF HIS/HER RELATIONSHIP OR MATERIAL FINANCIAL INTEREST TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT AT OR PRIOR TO THE MEETING OF THE BOARD OF COMMITTEE CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AN INTERESTED PERSON SHALL NOT ATTEMPT TO EXERT HIS OR HER PERSONAL INFLUENCE WITH RESPECT TO THE MATTER EITHER AT OR OUTSIDE THE MEETING. COPIES OF DISCLOSURES ARE MAINTAINED BY CORPORATE LEGAL COUNSEL WHO ALSO DOES MONITORING. EVERY YEAR THE ORGANIZATION IS AUDITED SEPARATELY FROM HENNEPIN COUNTY, MN AND A SEPARATE AUDIT REPORT IS PREPARED AND PRESENTED TO THE BOARD OF DIRECTORS AND TO HENNEPIN COUNTY, MN BOARD OF DIRECTORS.
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION
FORM 990, PAGE 6, PART VI, LINE 19
NO DOCUMENTS AVAILABLE TO THE PUBLIC
RECONCILIATION OF CHANGES - OTHER
FORM 990, PART XI, LINE 9
BOOK / TAX DEPRECIATION DIFFERENCE 603,872
OTHER CHANGES IN NET ASSETS EXPLANATION
FORM 990, PART XI, LINE 9
MERGER TRANSFER OF ASSETS 12,279,043 NET ASSETS FROM HFA 1/1/2012 - 16,194,472 NET LIABILITY FROM HFA 1/1/2012 - (6,096,733) ASBESTOS ABATEMENT GAIN = 265,152 RESTRICTED FUND BALANCE = 1,916,132 TOTAL CHANGE IN FUND BALANCE = 12,279,043
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.