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
Memorial Health System of East Texas
Employer identification number
75-0755367
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.") .
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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
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:
12000229
Software Version:
2012v2.0
-
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
Memorial Health System of East Texas
Employer identification number
75-0755367
Identifier
Return Reference
Explanation
PATIENT SERVICE REVENUE RECONCILIATION:
PATIENT SERVICE REVENUE SHOWN ON FORM 990, PART VIII, LINE 2A WAS DETERMINED AS FOLLOWS: GROSS CHARGES TO PATIENTS $760,429,642 LESS: MEDICARE CONTRACTUAL ADJUSTMENTS (311.709,818) MEDICAID CONTRACTUAL ADJUSTMENTS ( 46,916,738) INSURED/MANAGE CARE ADJUSTMENTS (158,854,421) OTHER DISCOUNTS ( 17,884,755)UNCOLLECTIBLE ACCOUNTS ( 62,521,142) CHARITY DEDUCTIONS ( 37,915,330) PATIENT SERVICE REVENUE 124,627,438
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Decreases
NET RESTRICTED FUND ASSETS RELEASED FROM RESTRICTIONS = -$1818013
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Increases
NET INCREASE IN BENEFICIAL INTEREST IN TRUST = $2573254
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Increases
INTEREST INCOME - RESTRICTED FUND = $421
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Increases
CONTRIBUTIONS RECEIVED - RESTRICTED FUND = $93251
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Decreases
CHANGE IN DEFINED BENEFIT PLAN GAINS AND LOSSES = -$4704103
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Increases
ASSETS RELEASED FROM RESTRICTIONS USED FOR PURCHASE OF P & E = $126905
Form 990, Part VI, Line 19
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available
ORGANIZATIONAL DOCUMENTS, APPLICATIONS FOR EXEMPTION AND FINANCIAL STATEMENTS OF THE CORPORATION ARE AVAILABLE FOR INSPECTION AND COPYING IN THE OFFICE OF THE CHIEF FINANCIAL OFFICER LOCATED AT 1201 W. FRANK AVENUE, LUFKIN, TX 75904 ON ORAL OR WRITTEN REQUEST DURING REGULAR BUSINESS HOURS, OR SUCH OTHER TIMES AS ARE SCHEDULED DIRECTLY WITH THE CHIEF FINANCIAL OFFICER.
Form 990, Part VI, Line 15b
Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees
The Executive Committee of the Board of Directors is responsible for establishing compensation for Executives and key management employees of corporation. As a part of the management services provided corporation pursuant to the Management Agreement referenced in response to Part VI, Line 3, Community Hospital Consulting, Inc. (CHC) assists the Executive Committee in its review and evaluation of compensation for its Executives, and its key management employees, some of which are employees of CHC seated with corporation. To set compensation for the Chief Executive Officer, CHC establishes an appropriate salary using its internal compensation policy and then engages an independent nationally known compensation consultant to perform a competitive market analysis considering the job description, scope of responsibility and current compensation of the Chief Executive Officer. The consultant recommends appropriate comparison data, and using data from four major compensation surveys, provides the data and makes recommendations based on the articulated compensation policy. Those recommendations and the market data on which they are based are then forwarded to the Executive Committee of the Board which establishes an appropriate compensation level for the Chief Executive Officer. Other key employees compensation is set in much the same manner using information related to their positions and data developed with the assistance of CHC from major compensation surveys, passed on to the Chief Executive Officer and the Executive Committee of the Board, which establishes compensation levels as appropriate.
Form 990, Part VI, Line 12c
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts
ANNUALLY, EACH MEMBER OF THE BOARD AND OFFICER OF THE CORPORATION IS PROVIDED A COPY OF THE CONFLICTS OF INTEREST POLICY, A STATEMENT ACKNOWLEDGING ITS RECEIPT, AND DISCLOSURE OF OUTSIDE INTERESTS AND ACTIVITIES FORM. THE POLICY IS DISCUSSED WITH THE BOARD AND EACH OFFICER. EACH BOARD MEMBER AND OFFICER COMPLETES THE DISCLOSURE OF OUTSIDE INTERESTS AND ACTIVITIES FORM AND RETURNS THEM TO THE CHIEF EXECUTIVE OFFICER (CEO). THE CEO AND THE SYSTEM'S GENERAL COUNSEL REVIEW EACH STATEMENT ACKNOWLEDGING RECEIPT OF THE POLICY AND THE DISCLOSURES TO FAMILIARIZE THEMSELVES WITH POTENTIAL CONFLICTS.
Form 990, Part VI, Line 11b
Form 990, Part VI, Line 11b: Form 990 Review Process
THE BOARD OF DIRECTORS, BY RESOLUTION, DETERMINES WHETHER THE FORM 990 WILL BE REVIEWED BY ALL DIRECTORS, AN EXISTING COMMITTEE, OR A SPECIAL COMMITTEE APPOINTED FOR SUCH PURPOSE PRIOR TO FILING. ONCE THE RETURN IS COMPLETED, IT IS PROVIDED TO THE DIRECTORS OF THE COMMITTEE RESPONSIBLE FOR REVIEWING, EITHER INDIVIDUALLY OR IN A JOINT SESSION. EMPLOYEES OF THE CORPORATION RESPONSIBLE FOR FILING ARE AVAILABLE TO RESPOND TO QUESTIONS OR PROVIDE BACKGROUND AS NEEDED. ONCE THE DIRECTORS RESPONSIBLE FOR REVIEWING THE FORM 990 ARE SATISFIED IT IS COMPLETE, THE RETURN IS FILED. SUBSEQUENTLY, THE RETURN IS MADE AVAILABLE TO ALL DIRECTORS FOR THEIR REVIEW.
Form 990, Part VI, Line 7b
Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders
The Board of Trustees has authority to amend the Articles of Incorporation, to elect new and additional Directors, and to approve the ultimate disposition of assets of the corporation on dissolution in accordance with the provisions of the Articles of Incorporation.
Form 990, Part VI, Line 7a
Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body
Nominations for election to the Board of Trustees may be made by any Member, the Board of Directors, or by any Trustee. Nominations for election to the Board of Trustees may be made by the Board of Directors or by any Trustee. In each case, nominations other than those made on behalf of the Board of Directors must be in writing and mailed or delivered to the Chair of the Board of Directors not less than10 days, nor more than 30 days, prior to any meeting called for election of Directors or Trustees.
Form 990, Part VI, Line 4
Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents
The Bylaws of the corporation were amended in 2012 to:1. Delegate transactional authority from the Trustees to the Board of Directors,2. Increase the size of the Board from 16 to 18,3. Create a separate class of members for six (6) Physicians to include the two (2) Medical Staff officer members ex officio with vote (already members) and four (4) new at-large physician positions,4. Establish term limits for all positions,5. Remove requirements for prescribed percent of Directors from Trustees,6. Create certain standing committees of the Board, and7. Extend terms of all current Directors for one (1) additional year.
Form 990, Part VI, Line 3
Form 990, Part VI, Line 3: Description of Delegated Duties to Management Company
IN AUGUST 2011, THE SYSTEM ENGAGED COMMUNITY HOSPITAL CONSULTING, INC. (CHC) FOR CERTAIN MANAGEMENT SERVICES INCLUDING RESPONSIBILITY FOR OVERSIGHT AND MANAGEMENT OF DAY-TO-DAY OPERATIONS OF THE SYSTEM AND ITS HOSPITALS, AND TO MEMORIAL SPECIALTY HOSPITAL TO WHICH IT PROVIDES ADMINISTRATIVE OVERSIGHT AND SERVICES BY CONTRACT. THE CONTRACT AUTHORIZES PLACEMENT OF COMMUNITY HOSPITAL CONSULTING EMPLOYEES OR CONTRACTORS AS SUCH OF THE SENIOR AND OTHER MANAGEMENT PERSONNEL AS COMMUNITY HOSPITAL CONSULTING, INC. DEEMS APPROPRIATE SUBJECT TO THE OVERSIGHT OF THE SYSTEM BOARD OF DIRECTORS. IN 2012, THE FOLLOWING SENIOR PERSONNEL WERE EMPLOYEES OF CHC: CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER/VP CLINICAL OPERATIONS
Form 990, Part VI, Line 2
Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et
BOARD MEMBER RELATIONSHIPS: GEORGE H. HENDERSON, III AND H.J. SHANDS, III - BUSINESS RELATIONSHIP CARL RAY POLK AND GEORGE H. HENDERSON, III - BUSINESS RELATIONSHIP GIBSON FRIESEN AND RONA FRIESEN - FAMILY RELATIONSHIP
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.