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
SCOTTSDALE HEALTHCARE CORPORATION
Employer identification number
94-2735850
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)
No
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
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
(A)
SCOTTSDALE HEALTHCARE HOSPITALS
860181654
03
Yes
59,235,575
Total
59,235,575
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:
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
SCOTTSDALE HEALTHCARE CORPORATION
Employer identification number
94-2735850
Identifier
Return Reference
Explanation
DESCRIPTION OF THE ORGANIZATION'S MISSION
FORM 990, PART I, LINE 1 AND PART III, LINE 1
OUR MISSION IS TO IMPROVE THE HEALTH AND WELL-BEING OF THOSE WE SERVE. OUR VISION IS TO BE THE PARTNER OF CHOICE AS WE TRANSFORM HEALTHCARE FOR OUR COMMUNITIES. WE WILL ATTAIN OUR VISION THROUGH THE FOLLOWING: - PROVIDING THE HIGHEST QUALITY OUTCOMES, EFFICIENT CARE AND BEST EXPERIENCE FOR OUR PATIENTS. - PROMOTING ACCESSIBLE AND CONVENIENT CARE THROUGH OUR CLINICALLY INTEGRATED DELIVERY NETWORK. - PURSUING STRATEGIC PARTNERSHIPS TO ACCELERATE LEARNING, INNOVATION AND OUR NETWORK DEVELOPMENT.
PROCESS USED BY MANAGEMENT AND/OR GOVERNING BODY TO REVIEW FORM 990
FORM 990, PART VI, LINE 11B
THE TAX RETURN INFORMATION IS GATHERED BY THE FINANCE TEAM FROM VARIOUS SOURCES WITHIN THE ORGANIZATION INCLUDING HUMAN RESOURCES, PAYROLL, DEVELOPMENT AND THE LEGAL DEPARTMENT. THE INFORMATION IS REVIEWED BY THE CONTROLLER AND PROVIDED TO AN ACCOUNTING FIRM THAT PREPARES THE TAX RETURNS. AN INITIAL DRAFT OF THE FORM 990 IS SUBMITTED TO THE CONTROLLER AND CHIEF FINANCIAL OFFICER FOR REVIEW. COMMENTS FROM THOSE INDIVIDUALS ARE CONSIDERED AND INCORPORATED INTO A REVISED DRAFT THAT IS PRESENTED TO THE BOARD OF DIRECTORS PRIOR TO FILING. THE BOARD OF DIRECTORS REVIEWS THE REVISED DRAFT AND SUBMITS COMMENTS TO THE CONTROLLER. COMMENTS FROM THOSE INDIVIDUALS ARE CONSIDERED AND INCORPORATED INTO A FINAL DRAFT PREPARED FOR FILING. THE FINAL DRAFT IS THEN MADE AVAILABLE FOR BOARD MEMBERS PRIOR TO FILING WITH THE IRS.
PROCESS USED TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST
FORM 990, PART VI, LINE 12C
EACH BOARD MEMBER, OFFICER OF THE CORPORATION AND BOARD COMMITTEE MEMBER COMPLETES A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY. THE COMPLIANCE OFFICE, ALONG WITH GENERAL COUNSEL, EXAMINES EACH DISCLOSURE STATEMENT WHERE POTENTIAL CONFLICTS HAVE BEEN DISCLOSED. RECOMMENDATIONS ARE MADE TO THE CHAIR OF THE BOARD ON HOW TO APPROPRIATELY REMEDIATE, MONITOR, OR ELIMINATE ANY CONFLICTS. THE COMPLIANCE OFFICE/GENERAL COUNSEL THEN PROVIDES TO THE INTERESTED PERSON, WITH COPIES TO THE CHAIR OF THE BOARD, THE CEO, AND, IF NEEDED, THE APPROPRIATE COMMITTEE CHAIR, A CORRESPONDENCE THAT SPECIFIES WHAT ACTIONS, CONDITION, OR MONITORING OF THE CONFLICT ARE REQUIRED AND WHETHER THE INTERESTED PERSON IS PERMITTED TO GIVE A PRESENTATION TO THE BOARD OR APPROPRIATE COMMITTEE AFTER FULL DISCLOSURE OF THE CONFLICT. IN SUCH AN EVENT, THE INTERESTED PERSON LEAVES THE MEETING WHILE THE PROPOSED TRANSACTION IS DISCUSSED. THE INTERESTED PERSON IS REQUIRED TO CO-SIGN CORRESPONDENCE SENT BY THE GENERAL COUNSEL AND ADHERE TO IT THROUGHOUT THE YEAR. IF A CONFLICT OR FINANCIAL INTEREST ARISES AFTER THE ANNUAL DISCLOSURE PROCESS THE INTERESTED PERSON WILL CONSULT WITH THE COMPLIANCE OFFICE OR GENERAL COUNSEL AND UPDATE THE DISCLOSURE STATEMENT CONSISTENT WITH THE ADVICE OF THE GENERAL COUNSEL. A RECORD OF THE BOARD OR COMMITTEE MEETING WHERE PROPOSED TRANSACTIONS OR ARRANGEMENTS THAT ARE AFFECTED BY CONFLICT OF INTEREST AND THE MANAGEMENT OF SUCH ARE CONTAINED IN THE BOARD/COMMITTEE MINUTES. IF VIOLATIONS OF THE CONFLICT OF INTEREST POLICY/MANAGEMENT ARE REPORTED, THE GENERAL COUNSEL WILL LOOK INTO THE MATTER. CONFIRMED VIOLATIONS MAY INCLUDE REMOVAL FROM THE BOARD OR COMMITTEE OR OFFICER POSITION PURSUANT TO THE REMOVAL PROCEDURES STATED IN THE BYLAWS. BYLAWS INCLUDE THE PROVISIONS THAT INTERESTED PERSONS WHO RECEIVE COMPENSATION DIRECTLY OR INDIRECTLY FROM THE HOSPITAL SYSTEM MAY NOT VOTE IN SUCH MATTERS. A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES MAKING CHOICES ON GOODS OR SERVICES FOR THE HOSPITAL SYSTEM OR WHAT AMOUNTS SHOULD BE PAID FOR GOODS OR SERVICES SHALL BE PROHIBITED FROM VOTING ON ANY SUCH MATTER AND MAY BE PROHIBITED FROM DISCUSSING THE MATTER. PERIODIC REVIEWS OF THE PROCESS ARE CONDUCTED. OUTSIDE EXPERTS MAY, BUT NEED NOT BE, USED TO EVALUATE POLICIES AND PROCESSES.
PROCESS USED TO DETERMINE COMPENSATION
FORM 990, PART VI, LINES 15A AND 15B
AN EXECUTIVE COMPENSATION CONSULTANT CONDUCTS DETAILED MARKET ANALYSIS FOR EXECUTIVE CASH COMPENSATION. THEY UTILIZE AVAILABLE PUBLISHED HEALTHCARE SURVEY SOURCES. EXECUTIVE POSITIONS ARE MATCHED TO APPROPRIATE SURVEY POSITIONS BASED ON JOB CONTENT, DUTIES AND SCOPE OF RESPONSIBILITY. SURVEY DATA IS MATCHED FROM ORGANIZATIONS OF SIMILAR SIZE AND SCOPE. RESULTS OF THE STUDY ARE SHARED WITH THE BOARD FOR APPROVAL. THE STUDY WAS LAST COMPLETED IN OCTOBER 2013.
AVAILABILITY OF CERTAIN DOCUMENTS TO THE GENERAL PUBLIC
FORM 990, PART VI, LINE 19
DOCUMENTS ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST TO THE CORPORATE CONTROLLER AT: 8125 N. HAYDEN ROAD, SCOTTSDALE, AZ 85258 INDIVIDUALS PREVIOUSLY REPORTED AS KEY EMPLOYEES FORM 990, PART VII, SECTION A CERTAIN INDIVIDUALS WERE REPORTED AS KEY EMPLOYEES IN PRIOR YEARS WHO DID NOT MEET THE RESPONSIBILITY TEST REQUIRED TO BE CONSIDERED A KEY EMPLOYEE. AS SUCH, THESE INDIVIDUALS ARE NO LONGER BEING REPORTED AS KEY EMPLOYEES. ADDITIONALLY, THESE INDIVIDUALS ARE NOT BEING REPORTED AS FORMER KEY EMPLOYEES BECAUSE THEY HAVE NEVER MET THE DEFINITION OF A "KEY EMPLOYEE" AS PER THE FORM 990 INSTRUCTIONS.
NOTES AND LOANS RECEIVABLE
FORM 990, PART X, LINE 7
ALL OF THE NOTES AND LOANS RECEIVABLE REPORTED ON LINE 7 REPRESENT PHYSICIAN GUARANTEE AGREEMENTS THAT MUST BE PAID BACK IF THE PHYSICIANS DO NOT FULFILL THEIR CONTRACTS. PHYSICIANS ARE SENT A 1099 FOR THE FULL AMOUNT WHEN THEY ARE PAID.
OTHER CHANGES IN NET ASSETS
FORM 990, PART XI, LINE 9
CHANGE CAUSED BY ADOPTION OF FAS 158 $8,119,980 JOINT VENTURE MINORITY INTEREST 4,410,669 ----------- TOTAL OTHER CHANGES IN NET ASSETS $12,530,649 ===========
OTHER FEES FOR SERVICES FOR NON-EMPLOYEES
FORM 990 PART IX LINE 11G
DESCRIPTION:COLLECTION FEES TOTAL FEES:3932290
OTHER FEES FOR SERVICES FOR NON-EMPLOYEES
FORM 990 PART IX LINE 11G
DESCRIPTION:CONSULTING FEES TOTAL FEES:3354628
OTHER FEES FOR SERVICES FOR NON-EMPLOYEES
FORM 990 PART IX LINE 11G
DESCRIPTION:AFFILIATION FEES TOTAL FEES:2472710
OTHER FEES FOR SERVICES FOR NON-EMPLOYEES
FORM 990 PART IX LINE 11G
DESCRIPTION:OTHER FEES FOR SERVICES TOTAL FEES:4887934
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.