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
Jefferson Hospital Association Inc
Employer identification number
71-0329353
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:
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
Jefferson Hospital Association Inc
Employer identification number
71-0329353
Identifier
Return Reference
Explanation
DELEGATION OF AUTHORITY
FORM 990, PART VI, SECTION A, LINE 1A
AN EXECUTIVE COMMITTEE MAY BE ELECTED BY THE BOARD OF DIRECTORS TO CONSIST OF NOT LESS THAN THREE DIRECTORS. THE COMMITTEE IS ABLE TO EXERCISE ALL AUTHORITY OF THE BOARD DURING INTERVALS BETWEEN MEETINGS OF THE BOARD WITH RESPECT TO THE AFFAIRS OF THE CORPORATION, BUT SHALL BE SUBJECT TO THE CONTROL AND DIRECTION OF THE FULL BOARD. THE COMMITTEE SHALL ALSO CONDUCT AN EVALUATION OF THE CHIEF EXECUTIVE OFFICER ANNUALLY FOR THE FULL BOARD OF DIRECTORS TO REVIEW. RELATIONSHIPS OF OFFICERS, DIRECTORS, AND TRUSTEES FORM 990, PART VI, SECTION A, LINE 2 Chuck Morgan (JHA Director) and Annette Kline (JHA Director) have a business relationship. Marty Casteel (JHA Director) and Dr. Clifton Roaf (JHA Director) have a business relationship. George Makris (JHA Director) and Dr. Clifton Roaf (JHA Director) have a business relationship. George Makris (JHA Director) and Marty Casteel (JHA Director) have a business relationship. H. Ford Trotter III (JHA Director) and Dr. Clifton Roaf (JHA Director) have a business relationship. H. Ford Trotter III (JHA Director) and Marty Casteel (JHA Director) have a business relationship. H. Ford Trotter III (JHA Director) and George Makris (JHA Director) have business relationships. H. Ford Trotter III (JHA Director) and David Brown (JHA Director) have a business relationship. H. Ford Trotter III (JHA Director) and Walter Johnson (JHA President and CEO) have a business relationship. George Makris (JHA Director) and David Brown (JHA Director) have a business relationship. Frank Anthony (JHA Director) and Walter Johnson (JHA President and CEO) have a business relationship. Marty Casteel (JHA Director) and Chuck Morgan (JHA Director) have a business relationship. Scott Pittillo (JHA Director) and Annette Kline (JHA Director) have a business relationship. Scott Pittillo (JHA Director) and Chuck Morgan (JHA Director) have a business relationship. Drew Atkinson (JHA Director) and Frank Anthony (JHA Director) have a business relationship. Drew Atkinson (JHA Director) and Walter Johnson (JHA President & CEO) have a business relationship. BRYAN JACKSON (JHA OFFICER) AND FRANK ANTHONY (JHA DIRECTOR) HAVE A BUSINESS RELATIONSHIP. BRYAN JACKSON (JHA OFFICER) AND DREW ATKINSON (JHA DIRECTOR) HAVE A BUSINESS RELATIONSHIP.
MEMBERS OR STOCKHOLDERS
FORM 990, PART VI, SECTION A, LINE 6
THE ORGANIZATION HAS A MEMBERSHIP CONSISTING OF 30 JEFFERSON COUNTY ARKANSAS RESIDENTS.
POWER TO ELECT OR APPOINT MEMBERS OF GOVERNING BODY
FORM 990, PART VI, SECTION A, LINE 7A
THE MEMBERSHIP OF THE ORGANIZATION HAS THE RESPONSIBILITY OF ELECTING THE BOARD OF DIRECTORS AT THE ANNUAL MEMBERSHIP MEETING.
DESCRIBE PROCESS TO REVIEW FORM 990
FORM 990, PART VI, SECTION B, LINE 11B
THE FORM 990 AND FORM 990-T ARE PREPARED AND REVIEWED UNDER THE DIRECTION OF THE CHIEF FINANCIAL OFFICER. FINAL DRAFTS OF THE RETURNS ARE PRESENTED TO THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS, WHICH IS DESIGNATED BY THE BOARD OF DIRECTORS TO FULFILL THE FIDUCIARY RESPONSIBILITY OF THE GOVERNING BODY TO REVIEW AND APPROVE THE RETURNS BEFORE THEY ARE FILED WITH THE IRS. AFTER ANY FINAL REVISIONS ARE MADE AND THE RETURNS ARE APPROVED BY THE GOVERNANCE COMMITTEE AND THE BOARD OF DIRECTORS, A FINAL VERSION IS POSTED TO AN INTERNAL SECURE WEBSITE WITH A LINK E-MAILED TO EACH VOTING MEMBER OF THE BOARD OF DIRECTORS.
MONITOR AND ENFORCEMENT OF COMPLIANCE WITH POLICIES
FORM 990, PART VI, SECTION B, LINE 12C
THE ORGANIZATION REQUIRES NOT ONLY AN ANNUAL CONFLICT OF INTEREST DISCLOSURE, BUT ALSO disclosure WHEN SITUATIONS SUBSEQUENT TO THE ANNUAL DISCLOSURE DEVELOP THAT WOULD POTENTIALLY PLACE THE INDIVIDUAL IN A CONFLICT OF INTEREST. IN THOSE SITUATIONS, IMMEDIATE DISCLOSURE IS REQUIRED. THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CONDUCTS THE ANNUAL REVIEW OF CONFLICT OF INTEREST DISCLOSURES. IN THE EVENT THE GOVERNANCE COMMITTEE DETERMINES THAT A CONFLICT EXISTS, LEGAL COUNSEL IS CONSULTED. IF LEGAL COUNSEL DETERMINES THAT A CONFLICT EXISTS, THE PERSON IS INFORMED AND THE MATTER IS REPORTED TO THE BOARD FOR ACTION. ANY DIRECTOR OR OFFICER WHOSE TRANSACTIONS ARE BEING REVIEWED WOULD ABSENT HIMSELF/HERSELF FROM THE REVIEW.
COMPENSATION OF CEO AND OTHER OFFICERS
FORM 990, PART VI, SECTION B, LINE 15A & 15B
THE BOARD OF DIRECTORS HAS ESTABLISHED A SEPARATE COMPENSATION COMMITTEE CHARGED WITH PERFORMING AN ANNUAL PERFORMANCE AND COMPENSATION REVIEW OF THE CEO AND OTHER OFFICERS. THE COMPENSATION COMMITTEE MOST RECENTLY ENGAGED A THIRD-PARTY GLOBAL HUMAN CAPITAL CONSULTING FIRM IN 2012 TO DEVELOP AND MAINTAIN A COMPENSATION PACKAGE THAT IS REASONABLE AS COMPARED TO SIMILAR POSITIONS AT NON-PROFIT HEALTHCARE ORGANIZATIONS OF SIMILAR SIZE AND COMPLEXITY. THE COMPENSATION COMMITTEE THEN MAKES A REPORT TO THE FULL BOARD OF DIRECTORS OF ANY COMPENSATION ADJUSTMENTS.
AVAILABILITY OF DOCUMENTS TO THE PUBLIC
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION PROVIDES PHOTOCOPIES OF ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, AND OTHER DOCUMENTS TO ALL WHO REQUEST ONE OR MORE OF THE ITEMS.
OTHER FEES FOR SERVICES
FORM 990, PART IX, LINE 11G
PHYSICIAN FEES $9,805,127 PURCHASED SERVICES $8,539,086 PROFESSIONAL FEES $3,082,196 CONTRACT LABOR $2,232,828 OTHER FEES $2,749,595 ------------- TOTAL $26,408,832
BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS
SCHEDULE L, PART IV, COLUMNS B, C, & D
(A) NAME OF PERSON: RICHARD MORGAN (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: FAMILY MEMBER OF CHUCK MORGAN (JHA DIRECTOR) (C) TRANSACTION AMOUNTS REPORTED ARE GREATER THAN $10,000 (D) DESCRIPTION OF TRANSACTION: EMPLOYEE OF JRMC (A) NAME OF PERSON: SIMMONS FIRST NATIONAL BANK AND/OR SIMMONS FIRST NATIONAL CORPORATION (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: ENTITY IN WHICH DR. CLIFTON ROAF, MARTY CASTEEL, GEORGE MAKRIS AND FORD TROTTER III ARE OFFICERS OR DIRECTORS (C) TRANSACTION AMOUNTS REPORTED ARE GREATER THAN $100,000 (D) DESCRIPTION OF TRANSACTION: INTEREST INCOME & BANK/TRUSTEE FEES (A) NAME OF PERSON: CENTRAL MOLONEY (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: ENTITY IN WHICH CHUCK MORGAN (JHA DIRECTOR) IS AN OFFICER (C) TRANSACTION AMOUNTS REPORTED ARE GREATER THAN $100,000 (D) DESCRIPTION OF TRANSACTION: HEALTH CARE PAYMENTS (A) NAME OF PERSON: LINDSAY MAKRIS (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: FAMILY MEMBER OF GEORGE MAKRIS (JHA DIRECTOR) (C) TRANSACTION AMOUNTS REPORTED ARE GREATER THAN $10,000 (D) DESCRIPTION OF TRANSACTION: EMPLOYEE OF JRMC (A) NAME OF PERSON: ARKANSAS HOSPITAL ASSOCIATION (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: WALTER JOHNSON (JHA PRESIDENT & CEO) IS A BOARD MEMBER (C) TRANSACTION AMOUNTS REPORTED ARE GREATER THAN $100,000 (D) DESCRIPTION OF TRANSACTION: HOSPITAL MEMBERSHIP DUES (A) NAME OF PERSON: REBECCA PITTILLO (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: FAMILY MEMBER OF SCOTT PITTILLO (JHA DIRECTOR) (C) TRANSACTION AMOUNTS REPORTED ARE GREATER THAN $10,000 (D) DESCRIPTION OF TRANSACTION: EMPLOYEE OF JRMC (A) NAME OF PERSON: STRONG MANUFACTURING (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: ENTITY IN WHICH ANNETTE KLINE (JHA DIRECTOR) IS AN OFFICER (C) TRANSACTION AMOUNTS REPORTED ARE GREATER THAN $100,000 (D) DESCRIPTION OF TRANSACTION: HEALTH CARE PAYMENTS
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.